Terramin Australia : Despatch of Non-Renounceable Rights Issue Offer Booklet

7 November 2019

The Manager

ASX Market Announcements

Australian Securities Exchange

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

Rights Issue - Despatch of Offer Booklet

Terramin Australia Limited (ASX: TZN) wishes to advise that the offer booklet together with the entitlement and acceptance form in respect of the Rights Issue previously announced will be today despatched (via mail / email) to eligible shareholders.

Any questions regarding the Rights Issue should be directed to the Company Secretary.

Richard Taylor

CEO and Company Secretary

RIGHTS ISSUE

Terramin Australia Limited

ABN 67 062 576 238

ENTITLEMENT OFFER BOOKLET

For a pro rata non-renounceable Entitlement Offer of approximately 623,200,457 (circa 623 million) New Shares at an issue price of $0.035 (3.5 cents) each on the basis of one (1) New Share for every three (3) Ordinary Shares held to raise up to approximately $21.8 million (before issue costs). No lower limit has been set.

This document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your financial or other professional adviser.

Please read the instructions on the accompanying Entitlement and Acceptance Form if you wish to subscribe for the New Shares.

Terramin Australia Ltd ACN 062 576 238

Unit 7 202-208 Glen Osmond Road Fullarton SA 5064 T [phone] F [phone] [e-mail] terramin.com.au

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RIGHTS ISSUE

CORPORATE DIRECTORY
Directors	Registered Office
Feng (Bruce) Sheng (Executive Chairman)	Unit 7, 202 - 208 Glen Osmond Road
Michael Kennedy (Non-Executive Deputy Chairman)	FULLARTON SA 5063
Kevin McGuinness (Non-Executive Director)	Enquiries Telephone - [phone]
Angelo Siciliano (Non-Executive Director)	Facsimile - [phone]
Wang Xinyu (Executive Director)	Share Registry
	Computershare Investor Services Pty Ltd
Chief Executive Officer and Company Secretary	Level 5, 115 Grenfell Street
Richard Taylor	Adelaide, South Australia 5000
	Enquiries (within Australia): 1300 850 505
Stock Exchange Listing
Australian Securities Exchange
ASX Code: TZN

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RIGHTS ISSUE

Table of Contents	Page
1. INVESTMENT OVERVIEW AND KEY TERMS OF THE ENTITLEMENT OFFER	.............................................................................. 7
2. HOW TO PARTICIPATE IN THE ENTITLEMENT OFFER ............................................................................................................	13
3. SUMMARY OF RISKS ..............................................................................................................................................................	14
4. ADDITIONAL INFORMATION .................................................................................................................................................	20
5. GLOSSARY..............................................................................................................................................................................	24
6. SCHEDULE 1...........................................................................................................................................................................	25

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RIGHTS ISSUE

IMPORTANT NOTICES

This Offer Booklet is dated 30 October 2019. This Offer Booklet is not a prospectus and has not been lodged with ASIC. This Offer Booklet does not contain all the information that an investor would find in a prospectus or on which an investor would expect to make an informed decision as to whether or not to accept the Offer.

This Offer is being made without a disclosure document in accordance with section 708AA of the Corporations Act.

This is an important document. Before deciding to apply for New Shares you should consider whether they are a suitable investment for you. Persons wishing to subscribe for New Shares should carefully read this Offer Booklet and consult their professional advisers for the purpose of evaluating whether or not to participate in the Entitlement Offer.

Representations

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Booklet. Any information or representation not so contained may not be relied upon as having been authorised by the Company in connection with the Offer.

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, sent to Eligible Shareholders with this Offer Booklet.

Overseas Shareholders

No action has been taken to permit the offer of New Shares under this Offer Booklet in any jurisdiction other than Australia, New Zealand, Singapore, Hong Kong, China and British Virgin Islands. The distribution of this Offer Booklet in any jurisdiction other than Australia, New Zealand Singapore, Hong Kong, China and British Virgin Islands may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

This Offer Booklet does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Booklet or make such an offer.

Pursuant to section 615 of the Corporations Act and ASX Listing Rule 7.7 the Company has appointed CPS Capital Group Pty Ltd as the Company's foreign holder nominee for the Offer (Nominee) to sell the Entitlements of Ineligible Foreign Shareholders. The Company has applied to ASIC to approve the appointment of the Nominee. As at the date of the Offer Booklet, ASIC's decision regarding the appointment of the Nominee is pending. The Company will pay set up and transaction fees to the Nominee of $6,000 as described in section 1.15 below.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Forward looking statements

This Offer Booklet may contain forward looking statements, based on information and assumptions the Company knows now. They are subject to risks and uncertainties, many of which are outside the Company's control. Actual results may differ from the forward looking statements in this Offer Booklet. For example, the Company's results will be affected by the risks referred to in section 3.

Information publicly available

Information about the Company can be obtained from the Company's website and www.asx.com.au. The contents of any public filing do not form part of this Offer Booklet; however, this Offer Booklet is intended to be read in conjunction with information lodged by the Company with ASX.

Glossary

Terms used in this Offer Booklet are defined in the glossary contained in section 5.

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