XENORA MINERALS LTD — Proxy Solicitation & Information Statement 2021

Mar 24, 2021

==> picture [147 x 88] intentionally omitted <==

Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

NOTICE OF GENERAL MEETING

The General Meeting will be held at Quest Innaloo, 1 Sunray Drive, Innaloo WA 6018 at 9.30 am (WST) on 28 April 2021.

Shareholders are urged to attend the meeting or vote by lodging the Proxy Form attached to this Notice.

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6166 0255.

Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Todd River Resources Limited (the Company ) will be held at Quest Innaloo, 1 Sunray Drive, Innaloo WA 6018 on 28 April 2021 at 9.30 am (WST) (the Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 26 April 2021 (being 2 days prior to the date of the meeting) at 5.00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

COVID-19 Information

The Company has taken steps to ensure that all attendees will be able to participate in the Meeting while maintaining their health and safety and abiding by any applicable social distancing requirements.

Shareholders do not need to attend the Meeting in order to cast their vote(s). The Company therefore recommends that Shareholders who do not wish to attend the Meeting in person, but who wish to vote, appoint the Chairman as their proxy (and where desired, direct the Chairman how to vote on a Resolution) rather than attending in person.

If the Meeting cannot be held in person for any reason, the Company will seek to make additional arrangements as required.

2

AGENDA

SPECIAL BUSINESS

Resolution 1 – Ratification of issue of Shares pursuant to the February 7.1 Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 12,000,000 Shares pursuant to the February 7.1 Placement, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any person who participated in the issue or who is a counterparty to the agreement being approved; or

• (b) any associates (as defined in the Listing Rules) of those persons.

However, the Company need not disregard a vote cast in favour of this Resolution by:

• (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (d) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2 – Ratification of issue of Shares pursuant to the February 7.1A Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 48,000,000 Shares pursuant to the February 7.1A Placement, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any person who participated in the issue or who is a counterparty to the agreement being approved; or

• (b) any associates (as defined in the Listing Rules) of those persons.

However, the Company need not disregard a vote cast in favour of this Resolution by:

• (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (d) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3

Resolution 3 – Issue of Options to Mr William Dix

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of 523,000 Options under the Incentive Option Plan to Mr William Dix, or his nominee, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any Director (or their nominee) who is eligible to participate in the Incentive Option Plan or any associates (as defined in the Listing Rules) of those persons.

However, the Company need not disregard a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

OTHER BUSINESS

To consider any other business which may properly be brought before the Meeting in accordance with the Company’s Constitution and the Corporations Act.

BY ORDER OF THE BOARD

==> picture [136 x 44] intentionally omitted <==

Simon Robertson Company Secretary

Dated: 25 March 2021

4

Todd River Resources Limited A B N 4 5 6 0 0 3 0 8 3 9 8

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at Quest Innaloo, 1 Sunray Drive, Innaloo WA 6018 on 28 April 2021 at 9.30 am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. This Explanatory Memorandum includes information to assist Shareholders in deciding how to vote on each of the Resolutions contained in the Notice.

Resolutions 1 and 2 – Ratification of issues of Shares pursuant to the February Placement

February Placement background

On 23 February 2021 the Company announced to ASX that it had secured firm commitments to raise approximately A$3.3 million (before costs) through a targeted placement of up to approximately 60 million Shares at an issue price of $0.055 per Share to qualified sophisticated and professional investors (the February Placement ).

On 3 March 2021, the Company announced to ASX that all Shares to be issued under the February Placement had been issued. Those Shares consisted of: (i) 12,000,000 Shares issued pursuant to the Company’s Listing Rule 7.1 capacity ( February 7.1 Placement ); and (ii) 48,000,000 Shares issued pursuant to the Company’s Listing Rule 7.1A capacity ( February 7.1A Placement ) (together, the February Issue ).

Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase the 15% limit under Listing Rule 7.1 by an extra 10% to 25%. The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 20 October 2020 which means that the Company had this additional placement capacity available to it in relation to the issue of Shares under the February 7.1A Placement. The Listing Rules provide that issues made in accordance with Listing Rule 7.1A can be ratified.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule (or under Listing Rule 7.1A, as the case may be).

Approval sought

The February Issue does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it has used up part of the Company’s 25% limit under Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval.

Under Resolutions 1 and 2, the Company seeks Shareholder approval for, and ratification of, the February Issue under and for the purposes of Listing Rule 7.4 so as to retain as much flexibility as possible (under Listing Rules 7.1 and 7.1A) to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

If Resolutions 1 and 2 are passed, the February Issue will be excluded from the calculation of the Company’s combined 25% limit under Listing Rules 7.1 and 7.1A, increasing the number of Equity Securities the Company can issue without further Shareholder approval.

If Resolutions 1 and 2 are not passed, the February Issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, and (as some of the capacity to issue further shares will

5

have been used) will continue to restrict the number of Equity Securities the Company can issue without Shareholder approval.

For the purposes of Listing Rule 7.5, the following information is provided to Shareholders in relation to the February Issue:

• (a) The Shares were issued to qualified sophisticated and professional investors, none of whom are related parties of the Company. Some of the investors were existing Shareholders of the Company and the others were introduced to the Company by Euroz Hartleys, who acted as sole lead broker for the February Placement.

• (b) The total number of securities issued pursuant to the February 7.1 Placement was 12,000,000 Shares. The total number of securities issued pursuant to the February 7.1A Placement was 48,000,000 Shares.

• (c) The Shares were issued on the same terms as all other Shares already on issue.

• (d) The Shares were issued on 3 March 2021.

• (e) The Shares were issued at an issue price of $0.055 per Share.

• (f) The purpose of the February Issue was to raise funds which will be used: (i) to expand exploration programs in Western Australia at the 100% owned Berkshire Valley Ni-Cu-PGE Project, where the Company is targeting “Julimar” Style mineralisation; and (ii) to target initial on-ground programs at the Petermann Range Project where the Company has over 6,000 square kilometres under application in an area that has been devoid of exploration since the 1960’s and which contains historic copper and gold occurrences.

• (g) There are no further material terms to disclose in respect of the February Issue.

• (h) A voting exclusion statement in respect of each of Resolutions 1 and 2 is set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of each of Resolutions 1 and 2.

Resolution 3 – Issue of Options to Mr William Dix

General

The Company is proposing to issue (subject to Shareholder approval) a total of 523,000 Options under the Incentive Option Plan to Mr William Dix, or his nominee ( Proposed MD Issue ). Each Option will be exercisable at $0.126 and will expire three years after the date it is issued.

The Incentive Option Plan was established to provide an incentive to “Eligible Participants” (which includes, among others, directors (executive and non-executive) and employees) to focus on the Company’s longer term goals and to assist in the reward, retention and motivation of Eligible Participants. The Incentive Option Plan also assists the Company to attract and retain skilled and experienced personnel and align their interests with the interests of Shareholders. The Incentive Option Plan was approved by Shareholders at the Company’s 2019 Annual General Meeting for the purposes of former Listing Rule 7.2, Exception 9(b).

A summary of the material terms of the Incentive Option Plan (and the Options to be issued under it) is set out in Schedule 2.

Purpose of approval sought

Listing Rule 10.11 requires a listed entity to obtain shareholder approval for the issue of securities to a related party, which includes a director of the Company.

Listing Rule 10.12, Exception 8 provides that approval under Listing Rule 10.11 is not required for an issue of equity securities under an employee incentive scheme that is approved by the issuing entity’s shareholders under Listing Rule 10.14.

Listing Rule 10.14 provides that a listed company must not permit a director (or certain other persons) to acquire equity securities under an employee incentive scheme unless it obtains the approval of its shareholders.

The Proposed MD Issue falls within Listing Rule 10.14 and therefore requires the approval of Shareholders (which approval is sought by Resolution 3).

Mr Dix, as Managing Director of the Company, is entitled to participate in issues under the Incentive Option Plan. The Board considers that an issue of Options to Mr Dix or to his nominee, under the Incentive Option Plan, is in the Company’s interests as it further aligns the interests of Mr Dix with the interests of Shareholders in order to maximise Shareholder value. Further, the Proposed MD Issue provides cost effective remuneration to Mr Dix in his role and will assist in retaining his services, which the Board considers to be important to the future success of the Company.

The Proposed MD Issue constitutes an equity-based incentive for Mr Dix and the Options will lapse three years after the date they are issued.

The Board has considered the Proposed MD Issue and, taking into account the circumstances of the Company and its subsidiaries, the circumstances of Mr Dix, and the remuneration practices of other similar entities, considers that the financial benefits provided to Mr Dix by way of the Options (together with the other elements of his remuneration package) constitute reasonable remuneration. Accordingly, approval under Chapter 2E of the Corporations Act is not being sought in respect of the Proposed MD Issue.

If all 523,000 Options the subject of the Proposed MD Issue are ultimately exercised the Company will raise an amount equal to $65,898 (before costs). The Company intends to apply any funds raised from the exercise of these Options towards the continued development of its projects and for general working capital purposes.

If Resolution 3 is passed, the Company will proceed to issue 523,000 Options to Mr Dix or his nominee.

If Resolution 3 is not passed, the Company will not be able to proceed with the Proposed MD Issue of Options to Mr Dix or his nominee.

Information required by Listing Rule 10.15

Listing Rule 10.15 requires the following information to be provided in relation to this Resolution:

• (a) The person to acquire Options under the Incentive Option Plan is Mr William Dix (or his nominee). Mr Dix is the Managing Director of the Company.

• (b) Mr Dix falls within Listing Rule 10.14.1, as a director of the Company. His nominee (if applicable) would fall within Listing Rule 10.14.2, as an associate of Mr Dix.

• (c) The maximum number of Options that Mr Dix (or his nominee) may acquire under the Incentive Option Plan pursuant to this Resolution is 523,000 Options (exercisable into 523,000 Shares).

• (d) The current total remuneration package for Mr Dix is an amount of $300,000 per annum plus superannuation at the maximum concessional limit per year. The Board resolved to award a bonus of $50,000 (in value) to Mr Dix for meeting various KPI’s set by the Board for the period up to 31 December 2020. The issue of Options for which approval is being sought represents 50% of the value of this bonus calculated based on the assumptions below. The balance of the bonus ($25,000) has been paid in cash.

• (e) Mr Dix has previously been issued Options under the Incentive Option Plan as follows:

Director	Date of Issue	Number	Key terms	Status
Mr William Dix (Managing Director)	1 May 2018 1 May 2018 3 September 2020	1,000,000 1,000,000 2,000,000	Exercisable at $0.30 on or before 22 March 2020 Exercisable at $0.175 on or before 1 May 2021 Exercisable at $0.061 on or before 3 September 2023	Expired On issue On issue

The Options previously issued to Mr Dix under the Incentive Option Plan were issued for nominal cash consideration. None of those Options has yet been exercised.

(f) A summary of the material terms of the Incentive Option Plan (and the Options to be issued under it) is set out in Schedule 2.

7

• (g) The Options are being used to provide cost effective remuneration for Mr Dix and as an incentive, alignment and retention tool for Mr Dix.

• (h) The indicative total value of the Options to be issued to Mr Dix is $25,000 using a Black-Scholes option pricing model. This valuation was undertaken by the Company based on the following assumptions:

assumptions:
Underlying Security Value	$0.081
5-day VWAP of Shares up to the date of acceptance of this offer	$0.088
Exercise Price	$0.126
Valuation Date	18 March 2021
Expiration Date	17 March 2024
Life of the Options	3 years
Volatility	100%
Risk free rate	0.11%
Number of Options to be issued to Mr Dix	523,000
Valuation per Option	$0.048
Valuation of Options to be issued to Mr Dix	$25,000

• (i) It is proposed that Mr Dix (or his nominee) will be issued the Options as soon as practicable (and in any event within 3 years) after the date of the Meeting.

• (j) The Options will be issued to Mr Dix (or his nominee) for nominal cash consideration of $1 in total (in line with the terms of the Incentive Option Plan), as part of his remuneration package.

• (k) No loan will be made available in relation to the acquisition or exercise of the Options.

• (l) Details of any Options issued under the Incentive Option Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• (m) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Incentive Option Plan after Resolution 3 is approved and who were not named in this Notice will not participate until approval is obtained under that rule.

• (n) A voting exclusion statement in respect of Resolution 3 is set out in the Notice.

If approval is given under Listing Rule 10.14, approval will not be required under Listing Rule 7.1.

Board Comment and Recommendation

The Board (other than Mr Dix who abstains) recommends that Shareholders vote in favour of Resolution 3 for the reasons set out above.

8

Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

If you appoint the Chairman as your proxy, or the Chairman is appointed as your proxy by default, please note that the Chairman intends to vote all undirected proxies held by him, and which are able to be voted, in favour of all Resolutions.

Voting prohibition by proxy holders

To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 if the person is either a member of a Group Company’s key management personnel or a Closely Related Party of such a member and the appointment does not specify the way the proxy is to vote on the Resolution. However, the proxy may vote if the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of a Group Company’s key management personnel.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 3, by signing and returning the Proxy Form (including via an online facility), you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of a Group Company's key management personnel.

9

Schedule 1 – Definitions

In this Explanatory Memorandum, Notice and Proxy Form:

Annual General Meeting means an annual general meeting of the Company.

ASX means ASX Limited ABN 98 008 624 691 and where the context requires, means the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Chairman means the person appointed to the chair of the Meeting convened by this Notice.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means Todd River Resources Limited ABN 45 600 308 398.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum to this Notice.

February Issue has the meaning given in the Explanatory Memorandum for Resolutions 1 and 2.

February 7.1 Placement has the meaning given in the Explanatory Memorandum for Resolutions 1 and 2.

February 7.1A Placement has the meaning given in the Explanatory Memorandum for Resolutions 1 and 2. February Placement has the meaning given in the Explanatory Memorandum for Resolutions 1 and 2.

Group Company means the Company or any of its Subsidiaries.

Incentive Option Plan means the Todd River Resources Limited Incentive Option Plan.

Listing Rules means the Listing Rules of ASX.

Meeting has the meaning given in the introductory paragraph of this Notice.

Notice means this notice of meeting.

Option means an unlisted option to acquire a Share.

Proxy Form means the proxy form attached to this Notice.

Resolution means a resolution contained in this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Subsidiary has the meaning given in the Corporations Act.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

10

Schedule 2 – Summary of Incentive Option Plan

The principal terms of the Incentive Option Plan are summarised below:

• (a) Eligibility and Grant of Options : The Board may make a written offer of Options to an “Eligible Participant” (which includes, among others, directors and employees) who is declared by the Board to be eligible to receive grants of Options under the Incentive Option Plan. An offer under the Incentive Option Plan will be made in the form of an “Offer Document”.

• (b) Nominee : Upon receipt of an offer, an Eligible Participant may, by notice in writing to the Board, nominate a “nominee” in whose favour the Eligible Participant wishes to renounce the offer. The “nominee” must be a person that satisfies specific criteria under the Incentive Option Plan.

• (c) Consideration : Each Option granted under the Incentive Option Plan will be granted for no more than nominal cash consideration.

• (d) Number of Options: Each Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.

• (e) Exercise Price and Expiry Date : The exercise price and expiry date for Options granted under the Plan will be determined by the Board prior to the grant of the Options.

• (f) Exercise Restrictions : The Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Options. Any restrictions imposed by the Directors must be set out in the offer for the Options.

• (g) Lapsing of Options : An unexercised Option will lapse:

• (i) on its expiry date;

• (ii) if any exercise condition is unable to be met and is not waived, as determined by the Board; or

• (iii) subject to certain good leaver exceptions or a determination by the Board, where the Eligible Participant ceases to be an Eligible Participant.

• (h) Disposal of Options: Options will not be transferable except to the extent the Plan or any offer provides otherwise.

• (i) Quotation of Options : Options will not be quoted on the ASX, except to the extent provided for by the Incentive Option Plan or unless an offer provides otherwise.

• (j) Trigger Events : The Company may permit Options to be exercised in certain circumstances, including where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

• (k) Participation generally: There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (l) Transfers : Options granted under the Incentive Option Plan may only be transferred, assigned, disposed or encumbered in special circumstances or by force of law upon death to the participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

11

• (m) No change to exercise price or underlying number of Shares: An Option does not confer the right to a change in the exercise price of the Option or in the number of underlying Shares over which the Option can be exercised.

• (n) Reorganisation : If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the terms of the Options will be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reorganisation.

• (o) Limitations on Offers : The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on ASIC Class Order [14/1000] at any time during the previous 3 year period under an employee incentive scheme covered by ASIC Class Order [14/1000] or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

12

Need assistance?

==> picture [107 x 43] intentionally omitted <==

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9:30 AM (AWST) on Monday, 26 April 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 185083

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Todd River Resources Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Todd River Resources Limited to be held at Quest Innaloo, 1 Sunray Drive, Innaloo, WA 6018 on Wednesday, 28 April 2021 at 9:30 AM (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention in step 2) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

1 Ratification of issue of Shares pursuant to the February 7.1 Placement

2 Ratification of issue of Shares pursuant to the February 7.1A Placement

• 3 Issue of Options to Mr William Dix

==> picture [92 x 73] intentionally omitted <==

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

==> picture [535 x 97] intentionally omitted <==

----- Start of picture text -----

Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

T R T 2 7 4 7 1 9 A