TNG : Small Shareholding Sale Facility

SMALL SHAREHOLDING SALE FACILITY

ASX ANNOUNCEMENT

15 February 2022

onlyTNG Limited (ASX: TNG) ("TNG" or the "Company") is pleased to announce that it has established a small shareholding sale facility ("Facility") for certain shareholders with holdings valued at less than A$500. The Facility will provide those shareholders with an opportunity to sell their shareholding in TNG without incurring brokerage

r handling costs.

The Facility is only open to eligible shareholders ("Eligible Shareholders") who are shareholders on the TNG register and who hold less than A$500 worth of shares ("Eligible Small Shareholdings") at 5:00pm (Perth time) on 14

useFebruary 2022 ("Record Date").

Unless Eligible Shareholders opt-out of participation in the Facility by completing their personalised Share Retention Form ("Share Retention Form") and sending it back to TNG's share registry, Computershare Investor Services ("Computershare"), by 5:00pm (Perth time) on 4 April 2022 ("Closing Date"), or they hold more than A$500 worth of shares on the Closing Date, these shareholders will have their shares sold (pursuant to the powers under TNG's Constitution) and the proceeds remitted to them (which may reflect a volume weighted average price per share

personalbased on the price obtained for all the shares sold under the Facility).

The Company will organise payment of all the costs of sale for those Eligible Shareholders who take advantage of the Facility (although tax consequences from the sale will be the shareholder's responsibility).

Eligible Shareholders who do not wish to participate will have the ability to opt-out of participating in the Facility so as to retain their shareholding by completing the Share Retention Form and sending it back to Computershare by the Closing Date.

As at 14 February 2022, 1,324 of the Company's 6,227 shareholders would be eligible to participate in the Facility. Those shareholders hold 5,121,424 ordinary shares in TNG, representing approximately 0.37% of TNG's total issued capital.

The Company is providing the Facility to enable Eligible Shareholders, who may otherwise find it difficult or

xpensive to dispose of their shares through normal means, to dispose of their Eligible Small Shareholdings in a cost effective manner, without incurring brokerage or handling costs. The Facility will also enable TNG to substantially

	reduce the administrative costs of managing small shareholdings.
	The Company has mandated Canaccord Genuity (Australia) Limited as the broker to facilitate the sale of the Eligible
For
	Small Shareholdings.
	A summary of the key dates in respect of the Facility is as follows:
	Event	Date
	Record Date to determine which shareholders are Eligible	14 February 2022 at 5:00pm (Perth time)
	Shareholders
	Letter sent to Eligible Shareholders	18 February 2022
	Closing Date (last day for receipt of Share Retention Forms)	4 April 2022 at 5:00pm (Perth time)
	Expected Payment Date	No later than 30 May 2022

ASX CODE: TNG	REGISTERED OFFICE	T [phone]	W www.tngltd.com.au
ABN 12 000 817 023	Suite 20, 22 Railway Road	F [phone]	E [e-mail]
	Subiaco, Western Australia 6008

The Company reserves the right to change any of the dates referred to in this letter by notice to the ASX or to vary, delay or cancel the sale of shares and not proceed with any sale of shares at any time before the shares are sold.

TNG has the power under its Constitution to put in place and implement the Facility (in accordance with the ASX

Listing Rules).
only
An explanatory letter, Q&A Information Sheet and a personalised Share Retention Form will be dispatched to all
relevant shareholders. A copy of the letter, Q&A Information Sheet and pro forma Share Retention Form are also
attached to this announcement.
use
Authorised by TNG Board:
Paul E Burton
Managing Director & CEO
15 February 2022
personalFor
I quiries:
Paul E Burton
Managing Director & CEO	+ 61 (0) 8 9327 0900
Paula Raffo
Company Secretary & IR	+ 61 (0) 8 9327 0900

Follow TNG on

2

For personal use only

18 February 2022

Dear Shareholder

IMPORTANT NOTICE - intention to sell your small shareholding of TNG shares

We are writing to advise you that TNG Limited (ASX: TNG) ("TNG" or the "Company") has established a small shareholding sale facility ("Facility") for holders of parcels of TNG shares with a market value of less than A$500 as at 5:00pm (Perth time) on 14 February 2022 ("Record Date") ("Eligible Small Shareholdings").

Based on the price of TNG shares ("Shares") of $0.063 per share on the Record Date, a holding of 7,936 Shares or less constitutes an Eligible Small Shareholding.

Shareholders with Eligible Small Shareholdings who take advantage of the Facility will have their shares sold without having to act through a broker or pay brokerage fees and the proceeds of the sale will be paid to you. The Company will also organise payment of the other costs associated with the sale and transfer (although any tax consequences from the sale of your shares will be your responsibility).

Shareholders with Eligible Small Shareholdings who do not wish to participate have the ability to opt-out of participating in the Facility so as to retain their shareholding.

By facilitating the sale of Eligible Small Shareholdings, the Company will enable investors with small holdings, who may otherwise find it difficult or expensive to dispose of their shares through normal means, to dispose of their small holdings in a cost effective manner, without incurring brokerage or handling costs. TNG also expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.

The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. TNG's directors may arrange to sell your shares on market or in any other way they consider fair and reasonable in the circumstances. If the shares are sold on market the price will depend on a number of factors, including market conditions at the time of sale. The market price of shares is subject to change from time to time. The price that you receive may be a volume weighted average price per share based on the price obtained for all of the shares sold under the Facility (which may be more or less than the actual price received by the broker for the sale of your shares).

Our records show that you held a small shareholding based on the Company's share price of $0.063 as at 5:00pm (Perth time) on 14 February 2022 ("Record Date"). The Company intends to sell your shares through the Facility in accordance with paragraph 2.1 of Schedule 4 of the Company's Constitution and the ASX Listing Rules if the market value of your holding remains below A$500 at 5:00pm (Perth time) on 4 April 2022, unless you opt-out of participation in the Facility by following the opt-out procedure set out below. Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable.

What should you do?

If you want to sell your shares through the Facility, you do not need to take any action.

By refraining from taking any action, you will be deemed to have irrevocably appointed the Company to:

1. sell, or procure the sale of, all of your shares at a price to be determined, without any costs being incurred by you; and
2. deal with the proceeds of the sale as set out in this letter (for more information about payment of the sale proceeds, please refer to the enclosed Q&A Information Sheet).

Any tax consequences arising from the sale of your shares will be your responsibility.

If you do NOT wish to sell your shares through the Facility, you must complete and return the attached form ("Share Retention Form") to the address on the form or via email [e-mail] that it is received by 5:00pm (Perth time) on 4 April 2022. Please read the instructions on your personalised Share Retention Form carefully before completing it.

For personal use only

A summary of the key dates in respect of the Facility is as follows:

Event	Date
Record Date to determine which shareholders are Eligible Shareholders	14 February 2022 at 5:00pm (Perth time)
Letter sent to Eligible Shareholders	18 February 2022
Closing Date (last day for receipt of Share Retention Forms)	4 April 2022 at 5:00pm (Perth time)
Transfer of Proceeds	No later than 30 May 2022

The Company reserves the right to change any of the dates referred to in this letter by notice to the ASX or to vary, delay or cancel the sale of your shares and not proceed with any sale of shares at any time before your shares are sold.

If you need help deciding what to do, or if you require information regarding the financial, legal or tax consequences of participating in the Facility, you should consult your legal, financial or taxation adviser. The attached Q&A Information Sheet sets out further details of the Facility, which you should read before making any decision. If you require information on how to complete the Share Retention Form please contact the Company Secretary on [phone].

Yours sincerely

Paul Burton

Managing Director & CEO

On behalf of the Board

Page 2 of 2

For personal use only

18 February 2022

Small Shareholding Sale Facility

Q&A Information Sheet

1. What is an Eligible Small Shareholding?
   An Eligible Small Shareholding of shares is a holding of TNG Limited ("TNG" or the "Company") shares which is valued at less than A$500 as at 5:00pm (Perth time) on 14 February 2022 ("Record Date").
2. Why is TNG doing this?
   As outlined in the letter, by facilitating the sale of Eligible Small Shareholdings, the Company will enable investors with small holdings, who may otherwise find it difficult or expensive to dispose of their shares through normal means, to dispose of their small holdings in a cost effective manner without incurring brokerage or handling costs. TNG also expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.
   Based on the register of ASX shareholders of the Company as at 5:00pm (Perth time) on the Record Date, 1,324 out of 6,227 shareholders hold an Eligible Small Shareholding.
   If all Shareholders with Eligible Small Shareholdings wish to sell their shares under the Facility, there will be a 21.3% reduction (approximately) in the number of TNG shareholders (assuming no other change to the number of shareholders). This would result in significant administrative savings for the Company.
3. What do I need to do if I want to sell my shares through the Facility?
   If you want to sell your shares though the Facility, you do not need to take any action.
   By refraining from taking any action, you will be deemed to have irrevocably appointed the Company to:
4. 1. sell, or procure the sale of, all of your shares at a price to be determined, without any costs being incurred by you; and
   2. deal with the proceeds of the sale as set out in this letter (for more information about payment of the sale proceeds, please refer to Question 8).

Please note that any tax consequences arising from the sale of your shares will be your responsibility.

4 What if I do NOT wish to sell my shares through the Facility?

If you do not wish to sell your shares, you must complete and return the attached form ("Share Retention Form") to the address on the form or via email to [e-mail] that it is received by 5:00pm (Perth time) on 4 April 2022. Please read the instructions on your personalised Share Retention Form carefully before completing it.