Thomson Resources : Webbs and Conrad Silver Projects Acquisition Proceeding to Completion

ASX ANNOUNCEMENT

27 January 2021

WEBBS AND CONRAD SILVER PROJECTS ACQUISITION PROCEEDING TO COMPLETION

HIGHLIGHTS

• Due Diligence on transaction completed by both parties
• Definitive agreements for the sale and purchase of the Webbs and Conrad silver projects signed
• Thomson EGM to approve equity consideration planned for mid March 2021
• Development of Thomson exploration strategies for Webbs and Conrad silver projects underway

Thomson Resources (ASX: TMZ) (Thomson or the Company) advises that it has completed its due

diligence on the Webbs and Conrad silver projects and Silver Mines Limited (ASX: SVL) ("Silver Mines") has completed its due diligence on Thomson and both parties have agreed to proceed to Completion of the sale and purchase of the Webbs and Conrad silver projects.

As a result, the parties have signed and exchanged Definitive Agreements to effect the terms of the sale and purchase as previously documented in a Terms Sheet1.

Thomson will now proceed to call an Extraordinary General Meeting (EGM) of Thomson shareholders to approve the issue of the Share Consideration and the Option Consideration to be issued to Silver Mines at Completion of the acquisition. The Company is currently targeting mid March 2021 for the EGM with final details to be advised once the Notice of Meeting is finalised. Completion of the transaction will then occur shortly after shareholders have approved the issue of the equity consideration.

Thomson has been assisted by Global Ore Discovery consultants throughout the due diligence evaluation and have been working with Thomson to develop its exploration strategy for Webbs and Conrad silver projects. The Company wishes to thank Global Ore Discovery for their assistance throughout this process and for their ongoing support.

Executive Chairman David Williams commented:

"The completion of due diligence on Webbs and Conrad and signing of the definitive agreement has allowed Thomson to progress another step closer to the completion of this transformative acquisition.

Webbs and Conrad represent quality cornerstone assets central to Thomson's strategy to become a significant silver and gold exploration and development company. Webbs and Conrad host multimillion ounce silver deposits and along with Thomson's Horton gold project have considerable exploration potential.

Thomson is building a significant footprint in the region and sees further opportunities to consolidate the company's position in this mineral endowered corner of the New England Orogen (Figure1). Thompson intends to systematically explore the Webbs and Conrad projects while evaluating the potential for other accretive acquisitions in the region.

Planning for the Webbs and Conrad exploration program is already underway. We look forward to finalising the transaction and commencing exploration in the near future."

1 See ASX Release dated 12 November 2020 - Thomson to Acquire Two Transformational NSW Silver Deposits and Completion of $6M Capital Raise

THOMSON RESOURCES LTD ASX:TMZ ABN 82 138 358 728

1

Level 1, 80 Chandos Street, St Leonards, NSW 2065

Tel: [phone] E:[e-mail] www.thomsonresources.com.au

ASX ANNOUNCEMENT

27 January 2021

Figure 1 - Webbs and Conrad Location

Webbs and Conrad Silver Projects

The Webbs Silver Project is a high-gradesilver-polymetallic deposit located 65 km from Inverell in northern New South Wales (see Figure 1).

Silver mineralisation at Webb's was discovered in 1884. From 1884 to 1901 approximately 55,000t of ore was mined at an average grade of at least 23 oz/t (approx. 710 g/t) silver1. At Webb's Main, mining reached 210m below surface and extracted a high grade steep south plunging shoot. Numerous additional; shafts, some up to 50m deep and smaller prospecting pits occur along the 2km long mineralized trend.

Three lines of lode are identified in the vicinity of the main shaft, with historical production focused on the Webbs Main Lode. Two lodes, identified as 'Eastern' and 'Western' lodes, form a left stepping en- echelon configuration and are potentially structurally repeated equivalents of the central lode.

Whilst the wider tenement area remains largely underexplored there is over 30,000m of drilling data which was previously undertaken by Silver Mines. This will provide Thomson with detailed information

THOMSON RESOURCES LTD ASX:TMZ ABN 82 138 358 728

2

Level 1, 80 Chandos Street, St Leonards, NSW 2065

Tel: [phone] E:[e-mail] www.thomsonresources.com.au

ASX ANNOUNCEMENT

27 January 2021

required to plan follow up drill programs to test open high-grade shoots to depth and to explore for additional concealed mineralisation in the area.

The Conrad Project is a high grade silver-polymetallic deposit located 85 km SW of the Webbs deposit and 25 km from the town of Inverell in northern New South Wales.

The Conrad Mine was historically one of the largest silver mines in the New England region having produced ~3.5Moz of silver from 175kt of ore with by-product lead, zinc, copper and tin. Recorded average grades were of the order of 19 oz (approx. 600g/t) silver, 8% lead, 4% zinc, 1.5% copper and 1.5% tin1. Production commenced in 1891 and continued until 1912, when production ceased before recommencing in 1947 as well as 1955 - 1957.

The Conrad lodes were historically worked over a 1.4km strike length to a maximum depth of 267m. The line of lodes extends south-eastwards for at least a further 2000 metres and there is considerable exploration potential to test open high grade shoots to depth, to explore for concealed shoots to the SW and to explore for parallel lode systems adjacent to the Conrad lodes and drill test a series of satellite prospects in the district for additional silver resource.

Going forward, TMZ will seek to explore the Webbs and Conrad projects in parallel and will endeavour to convert existing resources to JORC 2012 standard. The exploration strategies for both projects are currently being developed by Thomson in conjunction the company's geoscientific consultants, Global Ore Discovery.

For a more detail discussion of the projects and the transaction details see Thomson's ASX Release dated 12 November 2020 - "Thomson to Acquire Two Transformational NSW Silver Deposits and Completion of $6M Capital Raise".

The Company will keep shareholders informed of progress.

This announcement was authorised for issue by the Board.

Thomson Resources Ltd

David Williams

Executive Chairman

1 Refer ASX:TMZ announcement 12 November 2020,Thomson to Acquire Two Transformational NSW Silver Deposits and Completion of $6M Capital Raise.

Competent Person

The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Eoin Rothery, (MSc), who is a member of the Australian Institute of Geoscientists. Mr Rothery is a full-time employee of Thomson Resources Ltd. Mr Rothery has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Rothery consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

This report contains information extracted from previous ASX releases which are referenced in the report and which are available on the company's website. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.

THOMSON RESOURCES LTD ASX:TMZ ABN 82 138 358 728

3

Level 1, 80 Chandos Street, St Leonards, NSW 2065

Tel: [phone] E:[e-mail] www.thomsonresources.com.au

ASX ANNOUNCEMENT

27 January 2021

THOMSON RESOURCES PROJECT OVERVIEW

Figure A -Thomson Resources Project Areas

Figure B: Location of Thomson Resources Projects in NSW

THOMSON RESOURCES LTD ASX:TMZ ABN 82 138 358 728

4

Level 1, 80 Chandos Street, St Leonards, NSW 2065

Tel: [phone] E:[e-mail] www.thomsonresources.com.au