Altamin : First Supplementary Target's Statement

ALTAMIN'S FIRST SUPPLEMENTARY TARGET'S STATEMENT

ASX Announcement

25 July 2022

onlyAltamin Limited (Altamin) (ASX:AZI) refers to the off-markettakeover offer by V B S Exchange Pty Limited (ABN 75 109 106 201) (VBS) for all of the ordinary shares in Altamin in which VBS does not have a relevant interest.

Altamin's first supplementary target's statement (the First Supplementary Target's Statement) is attached in accordance with section 647(3)(b) of the Corporations Act 2001 (Cth).

useA copy of the First Supplementary Target's Statement will be served on VBS and lodged with the Australian Securities and Investments Commission today.

This announcement is authorised by the Altamin board.

For Further Information please contact:

Geraint Harris

Managing Director

personalAltamin Limited [e-mail]

For

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First Supplementary Target's Statement

1. Nature of this Statement
   This document is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth) (Act). It is the first supplementary target's statement (First
   Supplementary Target's Statement) issued by Altamin Ltd (ACN 078 510 988) (Altamin) in relation to the off-market takeover bid made by the V B S Exchange Pty Limited (ABN 75 109 106 201) (VBS) for all of the ordinary shares in Altamin in which VBS does not have a Relevant Interest (the VBS Offer). This First Supplementary
   Target's Statement supplements, and should be read together with, Altamin's target's statement dated 17 June 2022 (Original Target's Statement).
2. Altamin and Appian to Establish Incorporated Joint Venture
   Altamin has entered into a binding term sheet with Appian Natural Resources Fund II acting by its general partner Appian Natural Resources Fund GP II Limited (Appian) under which the parties agree, subject to the satisfaction of specified conditions, to establish an incorporated joint venture (the JV Company) to operate and carry on the business of developing the Gorno Zinc Project (the Binding Term Sheet).
   Appian may earn an interest of up to 67.4% in the Gorno Project for a total investment of up to US$65 million consisting of:
3. 1. US$10 million committed funding to the JV Company prior to a final investment decision being made in relation to the Gorno Project to earn up to approximately 29.9%; and
   2. the right to fund all cash requirements of the JV Company following a final investment decision in relation to the Gorno Project up to an additional US$55 million to earn up to a further 37.5%.

Altamin's announcement to ASX of 25 July 2022 which sets out the material terms of the Binding Term Sheet is provided in the Annexure to this First Supplementary Target's Statement.

1. Independent Expert to provide supplementary report
   The directors of Altamin engaged the Independent Expert to prepare the Independent Expert's Report comprising Annexure C of the Original Target's Statement. In that report, the Independent Expert concluded that the VBS Offer is neither fair nor reasonable. The Independent Expert is providing a supplementary report following the execution of the Binding Term Sheet.
2. Capital Structure of Altamin
   As at the date of this First Supplementary Target's Statement, the Altamin Securities on issue are:

CLASS	NUMBER
Altamin Shares	391,716,752

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CLASS	NUMBER
AZIAM: Options	5,000,000
AZIAA: Options expiring 16 September 2024 with an exercise	1,786,674
price of $0.18
AZIAB: Options expiring 16 September 2024 with an exercise	1,786,674
price of $0.24
AZIAC: Options expiring 16 September 2024 with and exercise	1,786,670
price of $0.30

A total of 783,334 Options that were on issue at the date of the Original Target's Statement have lapsed.

1. Altamin Board Recommendation
   For the reasons set out in the Original Target's Statement, the Directors of Altamin continue to unanimously recommend that Altamin Shareholders REJECT the VBS Offer.
2. Consents
   BDO Corporate Finance (WA) Pty Ltd (ACN 124 031 045) (BDO) has given, and not withdrawn before the lodgement of this First Supplementary Target's Statement with ASIC, its written consent to be named in this First Supplementary Target's Statement in the form and context in which it is so named. BDO's consent has been given on the basis that BDO:
3. 1. did not authorise or cause the issue of this First Supplementary Target's Statement; and
   2. does not make, or purport to make, any statement other than as specified in this First Supplementary Target's Statement.
4. General
   If you have any questions about the VBS Offer, please contact the Altamin Shareholder Information Line on 1300 043 194 (callers within Australia) or [phone] (callers
   outside Australia). Alternatively, contact the chat line at http://chat4.shareholdersfirst.com.au. The lines are open 9:00am to 5:00pm AEST Monday to Friday (excluding public holidays).
   Unless the context otherwise requires, terms defined in the Original Target's Statement have the same meaning in this First Supplementary Target's Statement.
   This First Supplementary Target's Statement prevails to the extent of any inconsistency with the Original Target's Statement.
   This First Supplementary Target's Statement is dated 25 July 2022 and a copy of this First Supplementary Target's Statement was lodged with ASIC and ASX on that date. None of ASIC, ASX nor any of its respective officers takes any responsibility for the contents of this First Supplementary Target's Statement.

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8 Authorisation

This First Supplementary Target's Statement has been approved by a resolution passed by the Directors of Altamin.

Dated 25 July 2022

Signed for and on behalf of Altamin

Alexander Burns

Non-Executive Chairman

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Annexure - ASX Announcement

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