Terramin Australia : Notice of 2022 Annual General Meeting and Proxy Form

The Manager

Company Announcements Platform ASX Limited

Exchange Centre

Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir / Madam,

Notice of 2022 Annual General Meeting

Please find attached for release to the market a letter from Terramin Australia Limited's Chair, Mr Feng Sheng, enclosing the Notice of 2022 Annual General Meeting and Proxy Form.

The Notice of 2022 Annual General Meeting and Proxy Form have been sent to all shareholders today. An electronic copy of the Chair's Letter, Notice of Annual General Meeting and Proxy Form are available on the Company's website atwww.terramin.com.au.

The 2021 Annual Report was also sent by post to those shareholders who elected to receive a hard copy. An electronic copy of the 2021 Annual Report continues to be available on the Company's website athttps://www.terramin.com.au/2022/03/24/2021-annual-report/.

Yours sincerely,

André van Driel Company Secretary

Terramin Australia Ltd ACN 062 576 238

2115 Callington Road SA 5255 T [phone] terramin.com.au

Notice of 2022 Annual General Meeting

Dear Shareholder,

On behalf of the Board of Directors I am pleased to invite you to attend the Terramin Australia Limited (Terramin or the Company) 2022 Annual General Meeting of Shareholders (AGM) on Thursday, 26 May 2022. The meeting will be held at Level 7, 342-348 Flinders Street Melbourne VIC 3000 commencing at 11:00 am (Melbourne time).

The Notice of 2022 Annual General Meeting including explanatory notes and Proxy Form is enclosed. I encourage you to read the explanatory notes to have a full understanding of the resolutions being put.

The 2021 Annual Report (Annual Report) provides you with a detailed overview of the Company's business activity during the year. The Annual Report may be viewed at our websitewww.terramin.com.au.If you requested a printed copy of the Annual Report, it has been mailed to you separately.

If you are able to attend the AGM, please bring the enclosed Proxy Form with you to facilitate registration.

If you do not plan on attending the AGM, you are encouraged to appoint a proxy to attend and vote on your behalf by using the enclosed Proxy Form or by appointing your proxy online atwww.investorvote.com.au.Proxies must be received no later than 11:00 am (Melbourne time) on Tuesday, 24 May 2022 to be valid for the AGM.

We look forward to seeing you at the AGM.

Yours sincerely,

Feng Sheng Chair

Notice of 2022 Annual General Meeting

Notice is hereby given that the 2022 Annual General Meeting of Terramin Australia Limited (the Company) will be held at Level 7, 342-348 Flinders Street Melbourne Victoria 3000 Australia at 11:00AM (AEST) on Thursday, 26 May 2022.

ORDINARY BUSINESS

ANNUAL REPORT AND ACCOUNTS

To receive and consider the Company's Financial Report and reports of the Directors and auditors in respect of the financial year ended 31 December2021.

The Company's 2021 Annual Report is available athttps://www.terramin.com.au/2022/03/24/2021-annual-report/.

Note: There is no requirement for shareholders to approve the report and accounts and accordingly no Resolution will be put to shareholders regarding this item of business.

RESOLUTION 1 - REMUNERATION REPORT - (NON-BINDING RESOLUTION)

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

"That the Company's Remuneration Report for the year ended 31 December 2021 be adopted."

Please refer to page 4 of this Notice of Meeting for the Voting Exclusions that apply to this Resolution.

RESOLUTION 2 - RE- ELECTION OF MR MICHAEL KENNEDY AS A DIRECTOR OF THE COMPANY

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

"That Mr Michael Kennedy be re-elected as a Director of the Company."

Mr Kennedy, in accordance with Rule 58 of the Company's Constitution and Listing Rule 14.4, retires by rotation and, being eligible, offers himself for re-election.

SPECIAL BUSINESS

RESOLUTION 3 - APPROVAL TO ISSUE AN ADDITIONAL 10% OF ISSUED CAPITAL OVER A 12 MONTH PERIOD

To consider and, if thought fit, pass the following Resolution as a special Resolution:

"That for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval be given to issue Equity Securities (as defined in the ASX Listing Rules) equivalent to an additional 10% of the number of ordinary securities on issue calculated in accordance with the formula in ASX Listing Rule 7.1A.2 and on the terms described in the accompanying Explanatory Memorandum".

Please refer to page 4 of this Notice of 2022 Annual General Meeting for the Voting Exclusions that apply to this Resolution.

Please note that in the event that the Company's market capitalisation exceeds $300 million on the date of the meeting, the

Company will withdraw this Resolution 3.

NOTES RELATING TO VOTING

1. Determination of membership and voting entitlement

3.	Proxies:
(a)	A member entitled to attend and vote is entitled to appoint a person or body corporate as proxy to attend and vote for
the member.
(b)	Where the member is entitled to cast two (2) or more votes, the member may appoint two (2) proxies and may specify
the proportion or number of votes each proxy is appointed to exercise.
(c)	If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member's
votes each proxy may exercise, each proxy may exercise half of the votes.
(d)	A proxy need not be a shareholder of the Company.
(e)	Proxies given by companies must be executed in accordance with the Corporations Act or by a duly authorised officer.
(f)	To be effective, a form appointing a proxy and the power of attorney (if any) under which it is signed or an attested copy
thereof must be delivered to Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001
Australia, or alternatively you can fax your form to 1800 783 447 (within Australia) or [phone] (outside Australia),
not later than 11:00AM (Melbourne time) on Tuesday, 24 May 2022.
(g)	Vote online: Shareholders can also cast their votes online atwww.investorvote.com.auand follow the prompts. To use
this facility you will need your Shareholder Reference Number (SRN) or Holder Identification Number (HIN), postcode
and control number as shown on the Proxy Form. You will have taken to have signed the Proxy Form if you lodge it in
accordance with the instructions on the website.

For the purpose of determining a person's entitlement to vote at the AGM, a person will be recognised as a member and the holder of shares in the capital of the Company if that person is registered as a holder of those shares at 7:00pm (Melbourne time) on Tuesday, 24 May 2022.

2.

Voting Exclusions

Resolution 1

In accordance with the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Company's key management personnel (KMP), details of whose remuneration are included in the 2021 Remuneration

Report, or a Closely Related Party of a KMP (Restricted Person), whether the votes are cast as a shareholder, proxy or in any other capacity.

However, a vote may be cast by a Restricted Person on Resolution 1 if:

• (a) the vote is cast as a proxy; and

• (b) the proxy appointment is in writing and it specifies how the proxy is to vote on Resolution 1; and

• (c) the vote is not cast on behalf of a Restricted Person.

Further, the Company need not disregard a vote cast by the Chair as a proxy if the appointment does not specify the way the proxy is to vote on Resolution 1 and expressly authorises the Chair to exercise the proxy, even though the Resolutions are connected directly or indirectly with the remuneration of the KMP.

Resolution 3

In accordance with the Listing Rules, the Company will disregard any votes cast in favour of this resolution by a person (and any associate of such a person) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), if this resolution is passed.

However, the Company need not disregard a vote if:

• • it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;

or

• • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

At the date of this Notice the potential allottees of the securities are not known or identified. Therefore, no existing shareholders' votes will be excluded under the voting exclusion in this Notice.

(h) Custodian Voting - For Intermediary Online subscribers only (Custodians), please visitwww.intermediaryonline.comto submit your voting intentions.

• (i) If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each Resolution by marking the appropriate boxes on the Proxy Form.

• (j) Shareholders may direct the Chair how to vote by directing the Chair to vote for or against, or to abstain from voting on each Resolution.

• (k) In accordance with sections 250R(4) and (5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the shareholder expressly authorises the Chair to vote in accordance with the Chair's stated voting intentions. Please note that if the Chair of the meeting is your proxy (or becomes your proxy by default), by completing the attached Proxy Form or online, you will expressly authorise the Chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of KMP for the Company, which includes the Chair.

A Proxy Form accompanies this Notice of 2022 Annual General Meeting.

DATED 22 April 2022

BY ORDER OF THE BOARD

André van Driel Company Secretary