Twenty Seven : Receipt of invalid section 249D notice

ASX: TSC

ASX ANNOUNCEMENT

12 April 2022

Receipt of invalid section 249D notice

Twenty Seven Co. Limited (ASX: TSC) ("TSC" or "the Company") advises that, on 8 April 2022, it received various documents from shareholders collectively holding in excess of 5% of the total issued shares in TSC ("Requisitioning Shareholders"), including:

• • a notice under section 203D of the Corporations Act 2001 (Cth) ("Act"), by which the Requisitioning Shareholders notified the Company of their intention to propose resolutions at a general meeting for the removal of Messrs Dalziell and Burchnall from the Board; and

• • a notice under section 249D of the Act, by which the Requisitioning Shareholders requested the Company to convene a general meeting of shareholders for the purposes of considering the above resolutions and, in addition, resolutions to appoint Messrs Mark Caruso, David Argyle and Robert Downey as directors of the Company.

Copies of the above notices ("Notices"), each of which is dated 8 April 2022, are attached.

To date, no consents to act as directors have been received by the Company from any of Messrs Caruso, Argyle or Downey.

Invalidity of Notices

The Company has since taken external legal advice in relation to the Notices and has now been advised that the notices are invalid for several reasons. Accordingly, the Company has written to the Requisitioning Shareholders today to inform them of that fact and that, failing receipt by the Company of valid notices under sections 203D and 249D, the Board is not required to (and does not intend to) take any action to convene the general meeting sought.

The Requisitioning Shareholders

The Requisitioning Shareholders comprise:

• • Regional Management Pty Ltd, a company in respect of which Mr Mark Caruso is sole shareholder, director and company secretary;

• • Gold Terrace Pty Ltd, a company in respect of which Mr Michael Cudby is sole director and a Hong Kong company, Parklane Investments Limited, is the sole shareholder; and

• • Mr Kevin Leo and Mrs Leticia Leo as trustees of the Leo Super Fund Account.

The Notices were given under cover of a letter signed by Mr Mark Caruso on behalf of Regional Management Pty Ltd, but placed on the letterhead of Gold Terrace Pty Ltd.

Background to receipt of notices

The receipt of the above documents follows on from a request by Mr Caruso in late March 2022 to meet with TSC's Board. Messrs Dalziell and Burchnall subsequently met with Mr Caruso on 25 March 2022, at which time he indicated that he intended to take control of TSC, requested that Messrs Dalziell and Burchnall resign immediately and indicated that he would otherwise propose resolutions for their removal as directors and for the appointment in their place of persons nominated by Mr Caruso and/or his associates. At that meeting, Messrs Dalziell and Burchnall informed Mr Caruso that it would be contrary to their directors' duties to simply hand control of the Company to Mr Caruso, particularly in the absence of any value-accretive proposal for TSC shareholders being made and where the identity of any proposed replacement directors was unclear (a position that was subsequently confirmed by external legal advice).

Next steps

The Company will continue to update the market in due course in relation to any material developments concerning this matter.

The Board of Twenty Seven Co. Limited authorised the release of this announcement to the ASX.

For further information please contact:

Rohan Dalziell

Non-executive Chairman

Phone: (08) 9385 6911 Mobile: + 61 407 994 507

Email:enquiries@twentysevenco.com.au

About Twenty Seven Co. Limited

Twenty Seven Co. Limited (ASX: TSC) is an ASX-listed explorer. TSC's Australian assets comprise two tenure groupings detailed briefly as follows:

WA Archaean Gold assets:

• - Mt Dimer Project: is made up of mining lease M77/515 and exploration license E77/2383. The project is highly prospective for Archean gold. The recent soil geochemical sampling undertaken over the exploration license to the west of the MDML shows the potential for further mineralisation to be defined within the greater project area.

• - Yarbu Project: This project is located on the Marda Greenstone belt ~ 80km to the northwest of the Mt Dimer Project. Yarbu consists of three exploration licenses (E77/2442, E77/2540 and E77/2539) which cover approximately 223sq km and are highly prospective for Archean gold deposits.

• - Rover Project: TSC's 100% owned Rover project is located near Sandstone in a base metals and gold mineral rich area associated with Archean greenstone belts. Rover Project is a large 460sqkm tenure package covering two linear Archean greenstones, with a combined length of around 160km. Historically the area is underexplored and is currently undergoing a resurgence in exploration.

NSW Iron Oxide-Copper-Gold and tin assets:

• - Midas Project: is prospective for Iron Oxide Copper Gold (IOCG) and is located 40km NE of Broken Hill.

• - Perseus Project: is prospective for Iron Oxide Copper Gold (IOCG) and historically has been underexplored and is located ~50km west of Broken Hill.

• - Trident Project: is prospective for Iron Oxide Copper Gold (IOCG) and tin and is located ~35km north-east of Broken Hill.

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