Coda Minerals : Notice of Completion of Dispatch of Bidder's Statement

Level 26,

140 St Georges Terrace onlyPerth WA 6000

PO Box 8098

Cloisters Square

Perth WA 6850

[phone] Ref: 2111008

useContact: Hamish Taylor [e-mail] [phone]

www.blackwall.legal personalFor

8 March 2022

ASX Market Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By ASX Online

Dear Sir/Madam

OFF-MARKET TAKEOVER BID BY CODA MINERALS LTD (ASX: COD) FOR TORRENS MINING LIMITED (ASX: TRN) - COMPLETION OF DISPATCH OF BIDDER'S STATEMENT

We confirm we act for Coda Minerals Ltd ACN 625 763 957 (ASX code: COD) (Coda).

We refer to the Bidder's Statement dated 2 March 2022 (Bidder's Statement) in relation to Coda's off-market takeover bid for all of the ordinary shares in Torrens Mining Limited ACN 168 295 092 (ASX code: TRN) (Torrens), released to ASX on 2 March 2022.

We enclose a notice under item 8 of section 633(1) of the Corporations Act 2001 (Cth) confirming that dispatch of the Bidder's Statement to Torrens shareholders completed today, and enclosing a copy of the Bidder's Statement that was dispatched.

A copy of the notice was lodged with the Australian Securities & Investments Commission and sent to Torrens earlier today.

Please contact the writer should you have any questions.

Yours faithfully,

BLACKWALL LEGAL LLP

Hamish Taylor, Partner

Blackwall Legal LLP ABN 53 608 771 731 is a limited liability partnership incorporated in England and Wales with registration number OC401617 and its registered office at 1721 Davenport House, 207 Regent Street London W1B 3HH. References to partners are to the designated members and other members of Blackwall Legal LLP under the Limited Liability Partnerships Act 2000 (UK). Liability limited by a scheme approved under Professional Standards Legislation.

For personal use only

NOTICE OF COMPLETION OF DISPATCH - BIDDER'S STATEMENT

Subsection 633(1) items 7, 8 and 9 of Corporations Act 2001 (Cth)

To:	Australian Securities & Investments Commission
	Australian Securities Exchange
	Torrens Mining Limited

Coda Minerals Ltd ACN 625 763 957 (ASX code: COD) (Coda) gives notice that it has today completed dispatch of the bidder's statement dated 2 March 2022 (Bidder's Statement) (containing an offer of the same date) to all persons registered as the holder of the ordinary shares in Torrens Mining Limited ACN 168 295 092 (ASX code: TRN) (Torrens) on the register of Torrens' shareholders at 4:00pm (AWST) on 2 March 2022 (being the date set by Coda under subsection 633(2) of the Corporations Act 2001 (Cth)) (Offerees).

A copy of the Bidder's Statement (which contains the offer) is enclosed with this notice.

Signed for and on behalf of Coda Minerals Ltd by:

Chris Stevens

Chief Executive Officer

For and on behalf of Coda Minerals Ltd

Date:

8 March 2022

6 Altona Street	E: [e-mail]
West Perth
Western Australia, 6005	ABN 49 625 763 957

BIDDER'S STATEMENT

For personal use only

A C C E P T

the Offer by Coda Minerals Ltd to acquire all

of your shares in Torrens Mining Limited for 0.23 Coda Shares for every 1 Torrens Share you hold

This Offer opens on 7 March 2022 and will close at 4.00pm (WST) on 6 April 2022 unless extended or withdrawnn.

The Torrens Directors unanimously recommend that you ACCEPT the Coda Offer, in the absence of a Superior Proposal.

FINANCIAL ADVISER

LEGAL ADVISER

IMPORTANT INFORMATION

This is an important document that requires your immediate attention. If after reading this document you have any questions or are in any doubt about how to proceed, you should consult with your financial or other professional adviser.

CODA MINERALS LIMITED ACN 625 763 957

BIDDER'S STATEMENT

625 763 957

BIDDER'S STATEMENT

For personal use only

Important notices

Bidder's Statement

This document (Bidder's Statement) is issued by Coda Minerals Ltd (ACN 625 763 957) (Coda) under Part 6.5 of the Corporations Act in relation to the off-market takeover offer by Coda to acquire all Torrens Shares (Offer) and sets out certain disclosures required by the Corporations Act.

This Bidder's Statement is dated 2 March 2022, being the date that a copy of this Bidder's Statement was lodged with ASIC and given to ASX. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of this Bidder's Statement.

Investments risks

There are a number of risks that may have a material impact on the value of the Offer, the future performance of the Combined Group and the value of Offer Consideration. These are described in Section 10 of this Bidder's Statement.

Foreign jurisdictions

The distribution of this document and the making of the Offer may be restricted by the laws or regulations of jurisdictions outside of Australia. Persons who come into possession of this Bidder's Statement should seek advice and observe these restrictions.

The Offer is not being made, directly or indirectly, in or into, and will not be capable of acceptance from within, any jurisdiction, if to do so would contravene the laws of that jurisdiction.

No action has been taken to register or qualify Coda or to otherwise permit the offering of Offer Consideration outside Australia, its external territories and New Zealand. The entitlements of Torrens Shareholders located outside those jurisdictions are set out in Section 12.5(c).

This Bidder's Statement has been prepared having regard to Australian disclosure requirements. These disclosure requirements may differ from those of other countries.

This Bidder's Statement is not a New Zealand prospectus or an investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand) (or any other relevant New Zealand law). This Bidder's Statement may not contain all the information that a prospectus or an investment statement under the New Zealand law is required to contain.

The only members of the public in New Zealand to whom the Offer Consideration are being offered to under the Offer are Torrens Shareholders. The Offer is being made in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

Disclosure regarding forward-looking statements

This Bidder's Statement includes forward-looking statements that have been based on Coda's current expectations and predictions about future events, including Coda's intentions (which include those set out in Section 7). These forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of Coda, Torrens and the Combined Group to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in Section 10.

None of Coda, its officers, nor persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) that any forward- looking statements will occur. The forward-looking statements in this Bidder's Statement reflect views held only at the date of this Bidder's Statement.

Disclaimer regarding Torrens the Combined Group information

In preparing the information relating to Torrens and the Combined Group contained in this Bidder's Statement, Coda has relied on publicly available information relating to Torrens and information provided by Torrens management which has not been independently verified by Coda or its Directors. Risks may exist in relation to Torrens (which will affect the Combined Group) of which Coda is unaware. If any material risks are known to the directors of Torrens, they must be disclosed in the target's statement to be issued by Torrens (Target's Statement).

Accordingly, subject to any applicable law, Coda makes no representations or warranties (express or implied) as to the accuracy and completeness of such information.

Further information on Torrens may be included in the Target's Statement which Torrens is required to provide to all Torrens Shareholders in response to this Bidder's Statement.

2	CODA MINERALS LIMITED ACN 625 763 957
BIDDER'S STATEMENT

BIDDER'S STATEMENT

For personal use only

Value of the Offer Consideration

The implied value of the Offer will vary with the market price of Coda Shares. Further information on the implied value of the Offer is contained in this document. Before accepting the Offer, Torrens Shareholders should obtain current quotes for Coda Shares from their financial or other professional adviser.

In addition, all references to the implied value of the Offer are subject to the effects of rounding.

Investment advice

This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each Torrens Shareholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offer.

Privacy

Coda has collected your information from the Torrens Register for the purposes of making the Offer and administering your acceptance in respect of Your Torrens Shares. Coda and its Share Registry may use your personal information in the course of making and implementing the Offer. Coda and its Share Registry may also disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASIC. If you would like details of information about you held by Coda, please contact Coda at the address set out in the Key Contacts Section.

Defined terms

A number of defined terms are used in this Bidder's Statement. Unless expressly specified otherwise, defined terms have the meaning given in Section 14.

Internet Sites

Coda and Torrens each maintain internet sites. The URL location for Coda is www.codaminerals.com and for Torrens is www.torrensmining.com. Information contained in or otherwise accessible through these internet sites is not part of this Bidder's Statement. All references to these sites in this Bidder's Statement are for information purposes only.

Estimates and assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this Bidder's Statement are references to estimates, assumptions and derivations of the same by Coda management. Management estimates reflect, and are based on, views as at the date of this Bidder's Statement, and actual facts or outcomes may materially differ from those estimates or assumptions.

Effect of rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this Bidder's Statement.

Currencies

In this Bidder's Statement, references to "Australian dollars", "AUD", "$", "A$" or "cents" are to the lawful currency of Australia.

This Bidder's Statement may contain conversions of relevant currencies to other currencies for convenience. These conversions should not be construed as representations that the relevant currency could be converted into the other currency at the rate used or at any other rate. Conversions that have been calculated at the date of this Bidder's Statement (or any other relevant date) may not correspond to the amounts shown in the historic or future financial statements of Coda or Torrens in respect of which different exchange rates may have been, or may be, used.

Maps and diagrams

Any diagrams and maps appearing in this Bidder's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables is based on information available at the date of this Bidder's Statement.

3	CODA MINERALS LIMITED ACN 625 763 957
BIDDER'S STATEMENT