Ann: Trading Halt, page-3

Offer Price:

A$0.12 per share

Discount:

• 22.6% discount to the last close price of A$0.155 on 14 November 2023; and
• 24.2% discount to the 10-day VWAP of $0.1584

Offer Details:

TNC is seeking to raise approximately A$10 million with the ability to take oversubscriptions up

to approximately $15 million via an institutional placement (the “Institutional Placement”) of new ordinary shares (“Placement Shares”)

• Up to approximately $13.8m of the Institutional Placement will be raised in accordance with the Company’s existing capacity under ASX Listing Rules 7.1 & 7.1A (“Tranche 1”)
• Participation by the major shareholder Tembo Capital (described below) in the Institutional Placement will be subject to shareholder approval (“Tranche 2”)

Use of Proceeds:

Proceeds from the equity raising will fully fund TNC’s working capital requirements through ramp up of production at the Great Australia Mine. The conversion of the Tembo debt to equity and recapitalising the balance sheet will also allow TNC to unlock further liquidity via the execution of working capital facilities which are in highly advanced stages of negotiation. The Company believes this represents a material de-risking of its operations

Major Shareholder Participation

Subject to shareholder approval, TNC’s ~30% major shareholder, Tembo Capital Holdings UK Ltd

(“Tembo”) has undertaken to invest up to $6.5m via Tranche 2 of the Institutional Placement

• Tembo’s investment will include the conversion of a short-term working capital loan plus capitalised interest into equity at the Offer Price to a value of $4.3m and a cash investment at the Offer Price

Upcoming Catalysts

• Further assay results from Vero Drilling
• Wallace Advanced Grade Control Drilling results and initial reserve statement
• Crystal Production ramp up and cashflow generation
• Cloncurry Copper Project Mine Restart – awaiting mining study results and FID decision.
• Offtake and Toll Milling agreements received by the company under final review.
• Finance proposals received and due diligence underway to provide additional working capital.
• Mt Oxide Resource update

And no rights issue for existing holders it seems