Coda Minerals : and Torrens Mining to Merge

For personal use only

9 February 2022

CODA MINERALS AND TORRENS MINING TO MERGE VIA RECOMMENDED TAKEOVER OFFER

Consolidating 100% ownership of the Elizabeth Creek Copper Project

Highlights

• Coda and Torrens to merge to create a leading base and precious metals exploration company focussed on the Elizabeth Creek Copper Project in South Australia
• Coda to make off-market takeover offer to acquire Torrens with 0.23 new Coda shares offered for every 1 Torrens share held ("Offer")
• Torrens' Board of Directors unanimously recommend that Torrens' shareholders accept the Offer, in the absence of a superior proposal
• The Offer values Torrens' shares at $0.202 per share each,1 representing a:
• • 30% premium to Torrens closing price on 8 February 2022
  • 30% premium to 10-day VWAP of Torrens shares2
  • 35% premium to 20-day VWAP of Torrens shares2
• Shareholders collectively representing 42.2% of Torrens' shares have indicated support:
• • Torrens' Directors have advised they will accept the offer for all Torrens shares they own or control (representing 26.8% of Torrens shares), in the absence of a superior proposal
  • Separately, Torrens' shareholders representing 15.4% of Torrens shares on issue have provided intention statements, confirming they intend to accept the offer for all Torrens shares they own or control, in the absence of a superior proposal
• Transaction is accretive for Coda and is expected to unlock significant strategic and financial benefits for all participating shareholders by:
• • Consolidating 100% ownership of the Elizabeth Creek Copper Project into a single entity to provide Coda with full exploration optionality
  • Delivering cost synergies by simplifying ownership and streamlining management of the Elizabeth Creek Copper Project
  • Creating a company with increased scale, market relevance, funding capability and trading liquidity
• Torrens' shareholders will be expected to hold 21.2% interest in the enlarged Coda thereby:
• • Retaining significant exposure to the Elizabeth Creek Copper Project
  • Benefiting from the combined group's strong exploration and operating expertise, financial strength and ability to optimise exploration activity across an enlarged portfolio
• Coda to make available to Torrens an interim funding facility for up to $2M, to assist with Torrens' funding requirements through the Offer period

1. Based on 5-day volume weighted average price (VWAP) of Coda shares on ASX of $0.879 prior to and including 8 February 2022
2. VWAP of Torrens shares is calculated for the period up to and including the 8 February 2022, the last trading day prior to Coda announcing is intention to make the Offer.

1

For personal use only

Overview of Transaction

Coda Minerals Limited ("Coda") (ASX: COD) and Torrens Mining Limited ("Torrens") (ASX: TRN) are pleased to announce that they have entered into a Bid Implementation Deed ("BID"), for a recommended conditional off-market takeover offer ("Offer"), pursuant to which Coda will offer to acquire all the issued ordinary shares of Torrens.

The Board of Directors of Torrens unanimously recommend that Torrens' shareholders accept the Offer, in the absence of a superior proposal.

Offer Consideration

Under the Offer, Torrens' shareholders will receive 0.23 Coda shares for every 1 Torrens share held.

The Offer values the Torrens shares at $0.202 each3 or approximately $23.2 million4 equity value and delivers Torrens shareholders a:

• 30% premium to Torrens closing price of $0.155 on 8 February 2022;
• 30% premium to 10-day VWAP of $0.1562; and
• 35% premium to 20-day VWAP of $0.1502.

The Offer delivers a substantial premium to Torrens' shareholders, who will retain ~21.2% ownership and participation in the future performance of Coda, subject to the Offer being successful. Moreover, Torrens shareholders are expected to benefit from the higher liquidity of Coda shares.

Transaction Strategic Rationale

The Offer, if successful, is expected to result in Coda consolidating 100% ownership of the Elizabeth Creek Copper Project ("Elizabeth Creek") via the acquisition of Torrens' current 30% joint venture interest and provides an attractive investment proposition for existing and new shareholders.

Key benefits of the transaction include:

• 100% ownership consolidation of Elizabeth Creek into a single entity to provide full exploration optionality and deliver management and cost synergies;
• Creating a company with increased scale, market relevance, funding capability and trading liquidity; and
• Strong board, management and technical team with a proven exploration track record.

In addition, post the Offer being fully implemented, Coda is expected to have an implied market capitalisation of approximately $109 million5 (prior to any re-rate) and the nature of the all-scrip consideration of the Offer preserves Coda's strong balance sheet which has current cash of $14 million (as at 31 December 2021).

1. Based on the 5-day VWAP of Coda's shares up to and including 8 February 2022, being the last trading day prior to the announcement of the Offer.
2. Based on the 5-day VWAP of Coda's shares up to and including 8 February 2022 and 114.7 million Torrens shares on issue. The implied value of the Offer will change with fluctuations in the Coda share price.
3. Based on Coda's closing share price of $0.875 on 8 February 2022 and 124.1m shares on issue

2

For personal use only

Torrens' Board Recommendation and Shareholder Support

Torrens' Board of Directors unanimously recommend that Torrens' shareholders accept the Offer, in the absence of a superior proposal.

Torrens' Directors, who collectively own or control approximately 26.8% of Torrens shares have confirmed they will each accept the Offer in respect of all Torrens shares they own, in the absence of a superior proposal and subject to any restrictions in relation to any restricted shares. 6

In addition, certain Torrens' shareholders (representing 15.4% of Torrens' shares on issue) have provided intention statements confirming their intention to accept the Offer, in the absence of a superior proposal and subject to any restrictions in relation to any restricted shares.7

As at the date of this joint announcement, 45 million Torrens shares are restricted securities as defined in the ASX Listing Rules following the initial public offering in January 2021 ("Restricted Securities"). The Restricted Securities represent approximately 39% of the total number of Torrens shares on issue. ASX Listing Rule 9.5 enables the holder of Restricted Securities to accept the Offer, if amongst other conditions, the holders of at least half of the shares in Torrens that are not Restricted Securities have accepted the Offer.

Management Commentary

Chief Executive Officer of Coda, Chris Stevens, commented:

"The combination with Torrens provides a compelling opportunity to create value for both sets of shareholders by unlocking important synergies in the exploration and development of our core asset, the Elizabeth Creek Copper Project in South Australia. The Offer provides an immediate premium of over 30%, while the consolidation of 100% ownership of Elizabeth Creek in a single company represents a logical and very positive next step in the project's evolution.

"We look forward to welcoming Torrens shareholders to Coda's register and for them to continue to benefit from further progress at Elizabeth Creek as we continue to progress the project through the next exciting phase of exploration and development in 2022."

Managing Director of Torrens, Steve Shedden, commented:

"Torrens acquired the Elizabeth Creek Project in 2015, brought Coda into the Project in 2017 via a farm- in-joint venture. Now in 2022, we are pleased that in addition to realising an attractive premium, the transaction provides Torrens' shareholders with the opportunity to become shareholders of a company with significantly increased scale and a clear focus on the Elizabeth Creek Copper Project.

"By accepting the Offer, Torrens' shareholders will continue to have a material interest in the upside associated with Elizabeth Creek, while at the same time mitigating funding risks and gaining exposure to a more diversified exploration portfolio. Torrens' shareholders will retain exposure to the company's existing gold assets in Victoria and NSW and its tenement applications in Papua New Guinea, while benefiting from Coda's strong balance sheet and also gaining exposure to its recently acquired Cameron River copper-gold project in the Mt Isa district of North Queensland.

"Torrens' Board believes that this transaction is in the best interests of Torrens and unanimously recommends it to our shareholders, in the absence of a superior proposal."

1. Of the 26.8% collectively owned or controlled by Torrens' directors, 24.8% are Restricted Securities.
2. Of the 15.4% of shareholders who have provided intention statements, 10.2% are Restricted Securities.

3

For personal use only

Bid Implementation Deed and Conditions to the Offer

The BID between Coda and Torrens (which is attached to this joint announcement) contains certain terms that are customary for a transaction of this nature.

These terms include deal protection mechanisms including "no shop, no talk" restrictions as well as notification and matching rights in the event of a competing proposal. A break fee may also be payable in certain circumstances. Separately private treaty arrangements will be entered into, in respect of the Torrens' options on issue.

The Offer remains subject to certain conditions, the full list of which is set out in the BID, and includes:

• 90% minimum acceptance condition;
• no material adverse events or prescribed occurrences in relation to Torrens;
• no adverse regulatory event affecting Torrens;
• no material litigation; and
• other customary conditions for a transaction of this type.

Coda's Intentions

If the Offer is successful, Torrens will become a wholly-owned subsidiary of Coda.

Upon completion of the Offer, Coda intends to continue to pursue the exploration activities at its core asset, Elizabeth Creek, and intends to conduct an evaluation of its other prospects, including strategic relevance and funding requirements as soon as possible.

Further details of Coda's intentions will be included in its Bidder's Statement.

Interim Funding

Coda and Torrens have entered into a Loan Facility Agreement pursuant to which Coda has agreed to provide Torrens with up to $2 million to assist with Torrens' short term funding requirements during the Offer period.

Further detail on the interim funding arrangement, including triggers for maturity and methods of repayment, will be provided in the Bidder's and Target's Statements.

Timetable

Coda's Bidder's Statement and Torrens' Target's Statement, which will set out important information in relation to the Offer, are expected to be dispatched to Torrens shareholders by late February 2022.

Advisors

Taylor Collison is acting as financial advisor and Blackwall Legal as legal advisor to Coda.

Longreach Capital is acting as financial advisor and Allens as legal advisor to Torrens.

For further information, please contact:
CODA MINERALS	TORRENS MINING
Christopher Stevens	Steve Shedden
Chief Executive Officer	Managing Director
T: [phone]	T: [phone]
E: [e-mail]	E: [e-mail]

This ASX Announcement has been approved for release by the respective boards of Coda Minerals Limited and Torrens Mining Limited.

4

For personal use only

Disclaimer

SUMMARY INFORMATION

This joint announcement has been prepared by Coda Minerals Limited ("Coda") and Torrens Mining Limited ("Torrens") and includes information regarding the conditional takeover offer by Coda to acquire all of the shares on issue in Torrens (the Transaction). The information in this joint announcement concerning Torrens has been prepared by Torrens and information concerning Coda has been prepared by Coda. Neither party make any representation or warranty, express or implied, as to the accuracy or completeness of the information prepared by the other. This joint announcement should also be read in conjunction with Coda and Torrens' other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.auand also available on Coda's website at www.codaminerals.comand on Torrens's website at www.torrensmining.com.

NO OFFER OR RECOMMENDATION

This joint announcement it is not a bidder's statement or disclosure document under Australian law or under any other law. It is for information purposes only and is not an invitation nor an offer of Coda securities. It does not provide or constitute legal, financial or investment advice, nor is it a recommendation to acquire Coda or Torrens shares. This joint announcement does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in Coda by accepting the Offer nor does it contain all the information which would be required in a bidder's statement prepared in accordance with the requirements of the Corporations Act.

This joint announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer, sale, issuance or transfer of securities in any jurisdiction in contravention of any applicable law.

NO INVESTMENT ADVICE

This joint announcement has been prepared without taking into account the investment objectives, financial situation, taxation considerations or particular needs of any person. Before making an investment decision, prospective investors should consider the appropriateness of the information contained in, or referred to in, this joint announcement having regard to their own investment objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction.

FORWARD LOOKING STATEMENTS AND DISCLAIMERS

This joint announcement contains forward looking statements. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "forecast", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions.

The forward-looking statements in this joint announcement are based on current expectations, estimates, forecasts and projections about Coda and Torrens and the industry in which they operate. They do, however, relate to future matters and are subject to various inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied by any forward-looking statements. The past performance of Coda and Torrens is no guarantee of future performance.

None of Coda, Torrens, or any of their directors, officers, employees, agents or contractors makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law.

You are cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements in this joint announcement reflect views held only as at the date of this joint announcement.

5