Thomson Resources : Notice of General Meeting & Proxy Form

For personal use only

Dear Shareholder,

GENERAL MEETING

Thomson Resources Ltd (ASX: TMZ) (Company) advises that it will hold a General Meeting of the Shareholders of the Company to be held at the offices of DMAW Lawyers, Level 10, 81 Flinders Street, Adelaide SA 5000, on 4 July 2022 commencing at 10:00am Adelaide time (Meeting).

The Company will not be dispatching physical copies of the Notice of Meeting. Instead, a copy of the Notice of Meeting is available at https://www.thomsonresources.com.au/news-and-reports/announcementsand at the Company's Announcements Platform at asx.com.au (ASX: TMZ).

Please bring the enclosed proxy form with you to facilitate registration at the Meeting. If you do not plan to attend the Meeting, you are encouraged to lodge your vote directly or alternatively, appoint a proxy to attend and vote on your behalf.

A personalised proxy form is enclosed. Proxies can be lodged in accordance with the instructions in the proxy form enclosed with this letter. If it becomes necessary to make further arrangements for holding the Meeting, the Company will ensure that shareholders are given as much notice as possible. Further information will be made available on the Company's website at www.thomsonresources.com.auby clicking on the 'News and Reports' tab or the ASX.

The Notice of Meeting (including the accompanying Explanatory Memorandum) sets out important details regarding the resolutions that will be put to Shareholders at the Meeting. The Board recommends that you read the document carefully prior to voting.

If you are in doubt as to how you should vote, we recommend that you seek independent advice from your accountant, solicitor or other professional advisor prior to voting.

The Company thanks shareholders for their ongoing support.

David Williams

Executive Chairman

Thomson Resources Ltd

For personal use only

Thomson Resources Ltd (Thomson or the Company) will hold a General Meeting at the offices of DMAW Lawyers at Level 10, 81 Flinders Street, Adelaide South Australia at 10:00am (Adelaide time) on 4 July 2022 for the purposes of transacting the business set out in this Notice. The voting and participation information and the explanatory notes form part of this Notice.

Items of business

1. Ratification of prior issue of shares to Cubane Partners Pty Ltd
   To consider, and if thought fit, pass the following resolution as an ordinary resolution:
   "That the issue of 5,000,000 ordinary shares by the Company to Cubane Partners Pty Ltd, as described in the explanatory notes, is ratified for all purposes, including for the purpose of ASX Listing
   Rule 7.4."
2. Ratification of prior issue of shares to Securities Vault Pty Ltd
   To consider, and if thought fit, pass the following resolution as an ordinary resolution:
   "That the issue of 10,000,000 ordinary shares by the Company to Securities Vault Pty Ltd, as described in the explanatory notes, is ratified for all purposes, including for the purpose of ASX Listing
   Rule 7.4."
3. Ratification of prior issue of options to Patras Capital Pte Ltd
   To consider, and if thought fit, pass the following resolution as an ordinary resolution:
   "That the issue of 5,416,667 options by the Company to Patras Capital Pte Ltd, as described in the explanatory notes, is ratified for all purposes, including for the purpose of ASX Listing Rule 7.4."
4. Ratification of prior issue of options to clients of 180 Markets Pty Ltd
   To consider, and if thought fit, pass the following resolution as an ordinary resolution:
   "That the issue of 24,390,248 options by the Company to participants in the placement, as described in the explanatory notes, is ratified for all purposes, including for the purpose of ASX Listing Rule 7.4."
5. Ratification of prior issue of placement shares
   To consider, and if thought fit, pass the following resolution as an ordinary resolution:
   "That the issue of 14,000,000 ordinary shares by the Company to participants in the placement, as described in the explanatory notes, is ratified for all purposes, including for the purpose of ASX Listing
   Rule 7.4."
6. Approval of a future issue of options to Patras Capital Pte Ltd
   To consider, and if thought fit, pass the following resolution as an ordinary resolution:
   "That approval be given for the purposes of ASX Listing Rule 7.1 and for all other purposes, for the issue of 21,951,219 options by the Company to Patras Capital Pte Ltd, as described in the explanatory notes."

For personal use only

8. Approval of a future issue of shares

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

"That approval be given for the purposes of ASX Listing Rule 7.1 and for all other purposes, for the issue of up to 100,000,000 ordinary shares in the Company as described in the explanatory notes."

Chairman's voting intentions

The Chairman intends to vote undirected proxies on, and in favour of, all resolutions set out in this Notice.

The Chairman will call a poll for all proposed resolutions. Please refer to the explanatory notes for further information on the proposed resolutions and applicable voting restrictions.

By order of the Board

Richard Willson

Non-Executive Director & Company Secretary

3 June 2022

For personal use only

Voting Restrictions

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the Items set out below by or on behalf of the following persons:

• Item 1 by or on behalf of Cubane Partners Pty Ltd or an associate of Cubane Partners Pty Ltd;
• Item 2 by or on behalf of Securities Vault Pty Ltd or an associate of Securities Vault Pty Ltd;
• Item 3 by or on behalf of Patras Capital Pte Ltd or an associate of Patras Capital Pte Ltd;
• Item 4 by or on behalf of 180 Markets Pty Ltd or an associate of 180 Markets Pty Ltd;
• Item 5 by or on behalf of a person who participated in the placement of the shares or an associate of that person or those persons;
• Item 6 by or on behalf of Patras Capital Pte Ltd or an associate of Patras Capital Pte Ltd;
• Item 7 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons;
• Item 8 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour the Items by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
• the chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chairman to vote on the resolution as the chairman decides; or
• a shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • the shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way.

The Chairman intends to vote undirected proxies on, and in favour of, all resolutions set out in this Notice.