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Taruga Minerals Limited

ACN 153 868 789

NOTICE OF GENERAL MEETING AND EXPLANATORY

MEMORANDUM

Wednesday, 30 March 2022

3:00pm (WST)

Ascent Capital

Level 1, 33 Ord Street

West Perth WA 6005

Australia

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (8) 9486 4036.

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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
(i)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
a person as a 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

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Taruga Minerals Limited will be held at the onlyAscent Capital, Level 1, 33 Ord Street, West Perth WA 6005, on 30 March 2022 at 3:00 pm (WST).

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 regulations 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 28 March 2022 at 4:00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum can be found in the Definitions usesection at page 15.

AGENDA

Resolution 1 - Ratification of Placement - Listing Rule 7.1

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution: personal"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue

of 4,088,117 Shares on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement participants) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)

(b)

(c)

For Resolution 2 - Ratification of Placement - Listing Rule 7.1A

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

2

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 51,206,000 Shares on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion Statement

onlyThe Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement participants) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)

(b)

(c) use

  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 3 - Participation of Eric De Mori in the Placement

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,941,176 Shares to Eric De Mori (or his nominee) on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr De Mori (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)

a person as a 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

(b)

the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance

personal

with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) For

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 4 - Participation of David Chapman in the Placement

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

3

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
a person as a 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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 588,235 Shares to David Chapman (or his nominee) on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion Statement

onlyThe Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Chapman (or his

nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)

(b)

(c)

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a

use

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.

personal

Resolution 5 - Ratification of Prior Issue - Lead Manager Options

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the prior issue of 2,500,000 options on the terms and conditions set out in the Explanatory Memorandum "

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of:

(a)

a person who participated in the issue or is a counterparty to the agreement being approved

(namely Foster Stockbroking Limited); or

(b)

an associate of that person or those persons.

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

(a)

For(b)

(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

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

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
  1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

4

Resolution 6 - Participation of Paul Cronin in the Placement

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to onlyissue up to 2,400,000 Shares to Paul Cronin (or his nominee) on the terms and conditions set out in the

Explanatory Memorandum"

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Cronin (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

use

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance

(a)

with the directions given to the proxy or attorney to vote on the Resolution in that way; or

(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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a

beneficiary provided the following conditions are met:

personalFor

(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.

Dated 23 February 2022

BY ORDER OF THE BOARD

Gary Steinepreis

Director

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Taruga Minerals Limited published this content on 14 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2022 23:29:06 UTC.