Taruga Minerals Limited

ACN 153 868 789

NOTICE OF ANNUAL GENERAL MEETING AND

EXPLANATORY MEMORANDUM

Monday, 30 November 2020

3:00pm (WST)

Ascent Capital

Level 1, 33 Ord Street

West Perth WA 6005

Australia

The Annual Report is available online at www.tarugaminerals.com.au

In accordance with subsection 5(f) of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company will not be dispatching physical copies of the Notice. For shareholders that the Company has email addresses on records, the Company will send a copy of this Notice and material relating to the Meeting or provide a link to where the Notice and other material can be viewed or downloaded by email. To the other Shareholders, the Company will send a letter setting out a URL for viewing or downloading the Notice and other material. Shareholders can access a copy of the Notice at the following link: www.tarugaminerals.com.au.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 4036.

BUSINESS OF THE MEETING

AGENDA

Annual Report

To receive and consider the Company's Annual Report for the year ended 30 June 2020, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Resolution 1 - Adoption of Remuneration Report

To consider and if thought fit, to pass the following as a non-bindingresolution:

"That the Remuneration Report included in the Annual Report for the financial year ended 30 June 2020 be adopted by the Shareholders on the terms and conditions set out in the Explanatory Memorandum."

The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

  1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
  2. a Closely Related Party of such a member.

However, a person (the "voter") described above may vote on this Resolution if the vote is not cast on behalf of a person described above and either:

  1. the voter does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
  2. the voter is the Chair and the appointment of the Chair as proxy:
    1. does not specify the way the proxy is to vote on this Resolution; and
    2. expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Resolution 2 - Re-election of Director - Gary Steinepreis

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

"That Mr Steinepreis, retires by rotation in accordance with clause 11.3 of the Constitution and, being eligible, is hereby re-elected as a Director."

Resolution 3 - Re-election of Director - Eric De Mori

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

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"That Mr de Mori, having been appointed by the Directors on 26 July 2020 until this Annual General Meeting, retires in accordance with clause 11.10 of the Constitution and, having offered himself for re-election and being eligible, is hereby re-elected as a Director."

Resolution 4 - Re-election of Director - Paul Cronin

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

"That Mr Cronin, having been appointed by the Directors on 26 July 2020 until this Annual General Meeting, retires in accordance with clause 11.10 of the Constitution and, having offered himself for re-election and being eligible, is hereby re-elected as a Director."

Resolution 5 - Approval of Taruga Minerals Limited Securities Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2 (Exception 13(b)) and for all other purposes, the Company's employee incentive plan titled "Taruga Minerals Incentive Plan" is approved and the Company is authorised to issue Performance Rights, Options and Shares on exercise of Options in accordance with the Taruga Minerals Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum."

Voting Prohibition and Exclusion: The Company will disregard any votes cast on this Resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme, or any of their respective associates.

However, this does not apply to a vote cast in devour of the Resolution by:

  1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
  2. 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
  3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    1. 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
    2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

  1. the proxy is either:
    1. a member of the Key Management Personnel; or
    2. a Closely Related Party of such a member; and
  2. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

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  1. the proxy is the Chair; and
  2. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

The Chairman intends to exercise all undirected proxies IN FAVOUR of Resolution 5.

Resolution 6 - Issue of Incentive Options to Gary Steinepreis

To consider and if thought fit, to pass the following as an Ordinary Resolution:

"That, subject to the passing of Resolution 5, for the purposes of section 195(4) of the Corporations Act, Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the grant of up to 5,000,000 Incentive Options to Gary Steinepreis (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

  1. Gary Steinepreis (or his nominee); or
  2. an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

  1. 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
  2. the chair 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 chair to vote on the resolution as the chair decides; or
  3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    1. 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
    2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7 - Issue of Incentive Options to Mark Gasson

To consider and if thought fit, to pass the following as an Ordinary Resolution:

"That, subject to the passing of Resolution 5, for the purposes of section 195(4) of the Corporations Act, Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the grant of up to 5,000,000 Incentive Options to Mark Gasson (or his nominee) on the terms and conditions set out in the Explanatory Memorandum."

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

  1. Mark Gasson (or his nominee); or
  2. an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

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Taruga Minerals Limited published this content on 27 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2020 08:59:07 UTC