Announcement PDF 10 January 2024 Dear Shareholder General Meeting - Notice and Proxy Form TG Metals Limited (Company) will be holding a general meeting of shareholders at 10.00am (AWST) on Friday, 9 February 2024 (Meeting) at Level 24, 44 St Georges Terrace, Perth, WA 6000. The Company will not be sending hard copies of the Notice of Meeting (Notice) to shareholders, unless the shareholder has made a valid election to receive such documents in hard copy. The Notice of Meeting can be viewed and downloaded from the website link: https://tgmetals.com.au/investors/asx-announcements/ Shareholders who have nominated an email address and have elected to receive electronic communications from the Company, will also receive an email to their nominated email address with a link to an electronic copy of the Notice of Meeting. A copy of your personalised Proxy Form is enclosed for your convenience. Shareholders who wish to participate and vote at the Meeting are strongly encouraged to complete and submit their proxies as early as possible. Proxy forms can be lodged online at https://investor.automic.com.au/#/loginsah. Shareholders will be required to login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. Alternatively, please return the enclosed proxy form by: post to: Automic, GPO Box 5193, Sydney NSW 2001; delivery to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; or email to: meetings@automic.com.au Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday 7 February 2024, being not later than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact the Company's share registry, Automic on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Yours faithfully Nicki Farley Company Secretary TG Metals Limited ACN 644 621 830 Level 24, 44 St Georges Terrace, Perth WA 6000 T +61 8 6211 5099 E info@tgmetals.com.au W www.tgmetals.com.au TG Metals Limited ACN 644 621 830 Notice of General Meeting Notice is given that the general meeting of the Company (Meeting) will be held at: Time 10.00am (AWST) Date Friday, 9 February 2024 Place Level 24, 44 St Georges Terrace Perth WA 6000 Important: This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. Notice of General Meeting Notice is given that the general meeting of TG Metals Limited ACN 644 621 830 (Company) will be held at 10.00am (AWST) on Friday, 9 February 2024 at the offices of Trident Capital, Level 24, 44 St Georges Terrace, Perth WA 6000. Agenda The agenda for the Meeting will be to consider the Resolutions set out below. 1 Resolution 1(a) and (b) – Ratification of prior issue of Placement Shares To consider and, if thought fit, to pass, with or without amendment, the following resolution, each as a separate ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 13,333,334 Placement Shares at $0.75 per Share, as follows: (a) 8,657,784 Placement Shares under Listing Rule 7.1; and (b) 4,675,550 Placement Shares under Listing Rule 7.1A, as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Placement Shares or a counterparty to the agreement being approved, or any of their respective associates. 2 Resolution 2 – Approval to issue New Options to Joint Lead Managers To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 2,000,000 New Options to the Joint Lead Managers (or their respective nominees), as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Joint Lead Managers (and their respective nominees) or any person who is expected to participate in, or will obtain a material benefit as a result of the proposed issue of New Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 2 Voting exclusions and exceptions Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable). Resolution Exceptions 1(a) and (b), 2 The voting exclusion does not apply to a vote cast in favour of the 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; (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Voting entitlements The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 4.00pm (AWST) on Wednesday, 7 February 2024. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Voting instructions (a) Votes at the Meeting may be given personally or by proxy, attorney or representative. (b) A proxy need not be a Shareholder of the Company. (c) The Proxy Form sent with this Notice should be used for the Meeting. (d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies. (e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney. (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice. (g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative. (h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll. (i) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company's share registry, Computershare: (i) by post to Automic Group, GPO Box 5193, Sydney NSW 2001; (ii) online by visiting https://investor.automic.com.au/#/loginsah; or (iii) by email to meetings@automicgroup.com.au, so that they are received no later than 48 hours before the commencement of the Meeting. (j) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. Document components This document includes this Notice and the accompanying Explanatory Statement and Proxy Form. Authorisation By order of the Board. Richard Bevan Chairperson 10 January 2024 Explanatory Statement This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions. The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory Statement contains the terms and conditions on which the Resolutions will be voted. The Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions: A Proxy Form is located at the end of the Explanatory Statement. 1 General This Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting. The Notice can be viewed online and downloaded via: (a) the Company’s website at https://tgmetals.com.au/investors/asx-announcements/; (b) the Company’s ASX platform at www.asx.com.au/asx/share-price-research/company/TG6; or (c) if the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address. 2 Resolution 1(a) and (b) – Ratification of prior issue of Placement Shares 2.1 General As announced on 27 November 2023, the Company received binding commitments from sophisticated and professional investors (Placement Participants) for a placement to raise approximately $10.0 million (before costs) by the issue of 13,333,334 Shares (Placement Shares) at an issue price of $0.75 per Share (Placement). On 5 December 2023, the Company issued a total of 13,333,334 Shares to the Placement Participants, as follows: • 8,657,784 Placement Shares were issued using the Company's placement capacity under Listing Rule 7.1; and • 4,675,550 Placement Shares were issued using the Company's additional placement capacity under Listing Rule 7.1A. Resolutions 1(a) and (b) seek Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of Placement Shares to the Placement Participants pursuant to the Placement. Resolutions 1(a) and (b) are ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolutions 1(a) and (b). 2.2 Listing Rules 7.1, 7.1A and 7.4 Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. Under Listing Rule 7.1A an eligible entity can seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 23 November 2023. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under Listing Rules 7.1 and 7.1A. To this end, Resolutions 1(a) and (b) seek shareholder approval for the issue of the Placement Shares under and for the purposes of Listing Rule 7.4. If Resolutions 1(a) and (b) are passed, the Placement Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12month period following the date of issue of the Placement Shares. If Resolutions 1(a) and (b) are not passed, the Placement Shares will be included in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively decreasing the number of Securities it can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares. 2.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares: (a) a total of 13,333,334 Placement Shares were issued on 5 December 2023, as follows: (i) 8,657,784 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and (ii) 4,675,550 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval; (b) the Placement Shares were issued at $0.75 per Share; (c) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue; (d) the Placement Shares were issued to the Placement Participants, being investors selected by the Company in consultation with the Joint Lead Managers, none of whom are a related party of the Company or a “material investor” within the meaning in ASX Guidance Note 21 paragraph 7.4; (e) the proceeds from the issue of the Placement Shares are intended to be used to advance exploration at the recent high-grade lithium discovery at the Burmeister Prospect, as well as a number of other high priority targets within the Lake Johnston Project, including ongoing drilling programs at Burmeister, soil sampling and first drilling at Jaegermeister, heritage and flora & fauna surveys and mineralogical & metallurgical studies, as well as general working capital; (f) the material terms on which the Placement Shares were issued are set out in section 2.1; and (g) a voting exclusion statement is included in this Notice. 3 Resolution 2 – Approval to issue New Options to Joint Lead Managers 3.1 General On or about 20 November 2023, Canaccord Genuity (Australia) Limited (ACN 075 071 466) (Canaccord) and Euroz Hartleys Limited (ACN 104 195 057) (Euroz Hartleys) (Joint Lead Managers) and the Company entered into a mandate pursuant to which the Joint Lead Managers agreed to lead manage the Placement (Mandate). A summary of the Placement is set out in section 2.1 above. The material terms of the Mandate are set out below. (a) (Term): The Mandate commenced on 20 November 2023 and will until terminated by either party in accordance with the terms of the Mandate. (b) (Services): The services to be provided by the Joint Lead Managers to the Company in connection with the Placement include (but are not limited to) the following: (c) (i) joint lead managing and marketing the Placement; (ii) assisting the Company to determine structure, size and pricing of the Placement; (iii) coordinating the presentation and marketing of the Company and the Placement to potential investors; and (iv) conducting the bookbuild undertaken in connection with the Placement. (Fees): The Company agreed to pay the Joint Lead Managers (or their nominees) the following fees (in their respective proportions): (i) 2,000,000 Options on the terms and conditions set out in Schedule 2; and (ii) 2% management fee and 4% selling fee on the gross proceeds raised pursuant to the Placement. (d) (Expenses): The Company has agreed to reimburse the Joint Lead Managers for reasonable expenses incurred in connection with the Mandate and the Placement. The Joint Lead Managers must seek the consent of the Company prior to incurring expenses more than $2,000. (e) (Termination): A summary of the termination rights and obligations under the Mandate are set out below: (i) (ii) a party may terminate the Mandate at any time, with or without cause: (A) in the case of the Joint Lead Managers, if the Company breaches the Mandate; or (B) otherwise by a party giving 5 Business Days’ notice to the other parties. If the Company terminates the Mandate for cause it must provide reasonable details of the conduct giving rise to the termination for cause or give the Joint Lead Managers 10 Business Days to remedy the conduct or breach prior to termination taking effect. The Mandate otherwise contains terms and conditions considered customary for an agreement of this nature (including in relation to representations, warranties, confidentiality and indemnities). Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to issue up 2,000,000 New Options to the Joint Lead Managers (or their respective nominees). The New Options will be unquoted. Resolution 2 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 2. 3.2 Listing Rules 7.1 A summary of Listing Rule 7.1 is contained in section 2.2 above. Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of Listing Rule 7.1 and 7.1A. The issue of the New Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1. The effect of Resolution 2 will be to allow the Company to issue the New Options during the period of 3 months after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), without using the Company's 15% annual placement capacity under Listing Rule 7.1. If Resolution 2 is not passed, the Company will not be able to proceed to issue the New Options and the Company will need to reach agreement as to an alternative way to remunerate the Joint Lead Managers for their services pursuant to the Mandate. 3.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the New Options to the Lead Managers: (a) 2,000,000 Options are to be issued as New Options; (b) the New Options will be issued to the Joint Lead Managers (or their respective nominees), in the following proportions: (i) 1,000,000 New Options to Canaccord (or its nominees); and (ii) 1,000,000 New Options to Euroz Hartleys (or its nominees), each of whom is considered to be a “material investor” within the meaning in ASX Guidance Note 21 paragraph 7.2, by virtue of being advisors to the Company who will each receive Equity Securities which constitute more than 1% of the Company’s anticipated issued capital at the time of issue; (c) the New Options will be unquoted and are exercisable at $1.125 each on or before the date that is 3 years from the date of issue and will otherwise be issued on the terms and conditions set out in Schedule 2; (d) the New Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules); (e) the New Options will be issued for nil cash consideration, as partial consideration for lead management services provided by the Joint Lead Managers to the Company in connection with the Placement; (f) no funds will be raised from the issue of the New Options; (g) the New Options will be issued pursuant to the terms and conditions of the Mandate, the material terms of which are set out in section 3.1; and (h) a voting exclusion is included in the Notice. Schedule 1 – Definitions In the Notice, words importing the singular include the plural and vice versa. $ or A$ means Australian Dollars. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited ACN 008 624 691 or the financial market operated by ASX Limited, as the context requires. AWST means Western Standard Time being the time in Perth, Western Australia. Board means the board of Directors. Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means the person appointed to chair the Meeting of the Company convened by the Notice. Company means TG Metals Limited (ACN 644 621 830). Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Equity Security has the same meaning as in the Listing Rules. Explanatory Statement means the explanatory statement which forms part of the Notice. Joint Lead Managers means Canaccord Genuity (Australia) Limited (ACN 075 071 466) and Euroz Hartleys Limited (ACN 104 195 057). Listing Rules means the listing rules of ASX. Mandate means the joint lead manager mandate dated on or about 20 November 2023, between the Company and the Joint Lead Managers, as summarised in section 3.1. Meeting has the meaning given in the introductory paragraph of the Notice. New Option means an Option to be issued to the Joint Lead Managers (or their nominees) pursuant to the Mandate on the terms and conditions set out in Schedule 2. Notice means this notice of general meeting. Option means an option to acquire a Share. Placement means the placement by the Company raising $10 million (before costs) by the proposed issue of an aggregate of 13,333,334 Shares as described in section 2.1. Placement Participants means the participants, being sophisticated and professional investors who have participated in the Placement as described in section 2.1. Proxy Form means the proxy form attached to or accompanying the Notice. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Statement. Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights). Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Schedule 2 – Terms and conditions of the New Options The terms of the New Options are as follows: 1 (Entitlement): Each New Option entitles the holder to subscribe for one Share upon exercise of the Option. 2 (Issue Price): No cash consideration is payable for the issue of the New Options. 3 (Exercise Price): The New Options have an exercise price of $1.125 per New Option (Exercise Price). 4 (Expiry Date): The New Options expire at 5:00pm (AWST) on the date that is 3 years from the date of issue (Expiry Date). A New Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. 5 (Exercise Period): The New Options are exercisable at any time and from time to time on or prior to the Expiry Date. 6 (Quotation): The Company will not apply for quotation of the New Options on ASX. 7 (Transferability of the Options): The New Options are not transferable, except with the prior written approval of the Company. 8 (Notice of Exercise): The New Options may be exercised by notice in writing to the Company in the manner specified on the New Option certificate (Notice of Exercise) and payment of the Exercise Price for each New Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that New Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each New Option being exercised in cleared funds (Exercise Date). 9 (Timing of issue of Shares on exercise): Within 5 Business Days after the later of the following: (a) the Exercise Date; and (b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information, the Company will: 10 (c) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; (d) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and (e) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. (Restrictions on transfer of Shares): If the Company is required but unable to give ASX a notice under paragraph 9(d), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. 11 (Shares issued on exercise): Shares issued on exercise of the New Options will rank equally with the then Shares of the Company. 12 (Quotation of Shares on exercise): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the New Options in accordance with the Listing Rules. 13 (Reconstruction of capital): If at any time the issued capital of the Company is reconstructed, all rights of a New Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction. 14 (Participation in new issues): There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the New Options. 15 (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment): (a) the number of Shares which must be issued on the exercise of a New Option will be increased by the number of Shares which the New Option holder would have received if the New Option holder had exercised the New Option before the record date for the bonus issue; and (b) no change will be made to the Exercise Price. Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration. TG Metals Limited | ABN 40 644 621 830 Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 07 February 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. Lodging your Proxy Voting Form: Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropri