TerraCom : Notice of Annual General Meeting / Proxy Form

For personal use only

TerraCom Limited

Blair Athol Mine Access Road Clermont, Queensland, 4721 [phone]

ABN 35 143 533 537

31 December 2021

ANNUAL GENERAL MEETING - NOTICE OF MEETING & PROXY FORM

Enclosed is the Letter to Shareholders, Notice of Meeting and Proxy Form for the 2021 Annual General Meeting of TerraCom Limited (TerraCom or Company).

The Annual General Meeting of the Company will be held at 3:00pm (AEDT) on Monday 31 January 2022 at:

The Fullerton Hotel Sydney

Barnet Room

No. 1 Martin Place

Sydney NSW 2000

This announcement has been approved by the Board for release.

For further enquiries please contact:

Megan Etcell

Company Secretary

P [phone]

E [e-mail]

About TerraCom Limited

TerraCom Limited (ASX: TER) is an emerging company originating as a resource explorer with a large portfolio of operating assets in Australia and South Africa. We are currently enacting a growth strategy towards delivering a Mid-Tier diversified operating and trading business and have global focus on the development of a high yielding diversified asset portfolio for its investors. To learn more about TerraCom visit terracomresources.com.

Page 1

For personal use only

TerraCom Limited

PO Box 131 Clermont QLD 4721 [e-mail] [phone]

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of TerraCom Limited (Company) will be held at The Fullerton Hotel Sydney, Barnet Room, No. 1 Martin Place, Sydney NSW 2000 at 3:00pm (Sydney time) on Monday, 31 January 2022.

Dear Shareholder

The full Notice of Meeting which sets out the Agenda (including details of all resolutions being put to the meeting), important Voting Information and an Explanatory Statement can be found at Investor Relations: Announcements (listedcompany.com).

The Company's Annual Report is also available at Investor Relations: Annual Reports (listedcompany.com).

The meeting will be held at the above address, however, due to the impact of COVID-19 and current Government restrictions, the Company is required to ensure compliance with the requirements for social distancing and will seek to comply with any applicable requirements and limitations that are in force at the time of the meeting in respect of any persons who seek to attend the meeting.

Shareholders who choose to lodge a proxy should follow instructions on their personalised proxy form (enclosed), which can be submitted to the Company's share registry, Link Market Services by clicking on the following link - https://investorcentre.linkmarketservices.com.au/Login/Loginor by post.

Your continued support is greatly appreciated.

Yours faithfully

Megan Etcell

Company Secretary

TerraCom Limited

For personal use only

ACN 143 533 537

Notice of Annual General Meeting and

Explanatory Statement

TIME:	3:00pm (AEDT)
DATE:	Monday, 31 January 2022
LOCATION:	The Fullerton Hotel Sydney
	Barnet Room
	No. 1 Martin Place
	SYDNEY NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

If you are unable to attend the Meeting, please complete and return the enclosed proxy form in accordance with the specified instructions.

If you have any questions about the Resolutions or other information contained in this Notice of Meeting or in the Explanatory Statement, please contact the Company Secretary on [phone], Monday to Friday between the hours of 9:00am and 5:00pm.

VOTING ENTITLEMENTS

Time and place of meeting

	Notice is given that the 2021 Annual General Meeting of
	Shareholders of TerraCom Limited (Company) will be
only	held at 3:00pm (AEDT) on Monday, 31 January 2022 at
The Fullerton Hotel Sydney, Barnet Room, No. 1 Martin
Place, Sydney NSW 2000.
	This Notice of Meeting incorporates, and should be read
	together with, the Explanatory Statement and
	accompanying Proxy Form.
	Voting entitlements
	The Directors have determined pursuant to Regulation
use	7.11.37 of the Corporations Regulations 2001 (Cth) that,
for the purposes of the Meeting, a Shareholder's voting
entitlement will be taken to be the entitlement of the
persons shown in the register of Shareholders as at
	3:00pm (Sydney time) on Saturday, 29 January 2022.
	Share transfers registered after that time will be
	disregarded in determining entitlements to attend and
	vote at the Meeting.
	Voting at the meeting
personal	To vote in person, attend the Meeting at the time, date
and place set out above.
Ordinary resolutions require the support of more than
	50% of those Shareholders voting in person, by proxy,
	by representative or by attorney. Special resolutions
	require the support of at least 75% of those Shareholders
	voting in person, by proxy, by representative or by
	attorney.
	On a show of hands, every Shareholder present (in
	person, or by proxy, attorney or representative) and
	entitled to vote, has one vote. On a poll, every
	Shareholder present (in person, by proxy, attorney or
	representative) and entitled to vote, has one vote for
	every fully paid Ordinary Share held (subject to any
	voting restrictions that may apply).
	Voting by proxy
	Please note that:
For	(a)	every Shareholder entitled to attend the Meeting
	and vote has a right to appoint a proxy. A
	Shareholder entitled to attend and cast two or
	more votes at the Meeting is entitled to appoint
		two proxies and may specify the proportion or
		number of votes each proxy is appointed to
		exercise;
	(b)	a proxy appointed to attend and vote for a
		Shareholder has the same rights as the
		Shareholder to speak at the meeting, to vote (but
		only to the extent allowed by the appointment)
		and to join in a demand for a poll;
	(c)	a proxy need not be a shareholder of the
		Company;
	(d)	an instrument appointing a proxy may be in the
		form of the proxy form attached to this Notice of
		Meeting;

1

1. if a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder's votes each proxy is appointed to exercise, each proxy may exercise one-half of the Shareholder's votes;
2. a Shareholder may specify the manner in which a proxy is to vote in respect of a particular Resolution. In this instance, the proxy may only vote on a Resolution as directed by the Shareholder. If the Shareholder has directed the proxy how to vote on a particular Resolution and either the proxy fails to attend the meeting, or chooses not to vote on a poll for a Resolution, then the Chair of the meeting will be deemed to be the Shareholder's proxy and will vote the Shares as directed by the Shareholder;
3. if a Shareholder does not direct the proxy how to vote on a particular Resolution, the shareholder is authorising the proxy to vote as the proxy decides, subject to any applicable voting exclusions/prohibitions;
4. if a shareholder appoints the Chair of the Meeting as their proxy using the enclosed proxy form (or the Chair becomes proxy by default) without specifying the way the proxy is to vote on a particular Resolution, by completing and signing the proxy form the Shareholder will be expressly authorising the Chair to exercise the proxy as he or she sees fit, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Company's key management personnel;
5. to be a valid appointment of a proxy, a proxy form must be signed by the Shareholder or the
   Shareholder's attorney. Proxies given by corporations must be signed either under section 127 of the Corporations Act 2001 (Cth) (Corporations Act) or in accordance with the Constitution of the corporation. In the case of joint holdings, at least one of the joint holders must sign the proxy form;
6. if a proxy form is signed by a person who is not the registered Shareholder, then the relevant authority (e.g. in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been provided previously to the Company or be enclosed with the proxy form;
7. if a body corporate is appointed as a proxy, please write the full name of that body corporate
   (e.g. Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it:
8. 1. appoints an individual as its corporate representative to exercise its powers at Meetings, in accordance with Section 250D of the Corporations Act; and
   2. provides satisfactory evidence to the Company or share registry of its corporate representative's appointment before the Meeting.

If no such evidence is received before the Meeting, then the body corporate (through its representatives) will not be permitted to act as a proxy; and

1. to be effective, proxy forms must be received no

only		later	than	3:00pm	(AEDT) on	Saturday,
	29 January	2022 by	the	Company	at	the
	Company's registered address or at any of the
		following:
		in person:	TerraCom Limited
				c/- Link Market Services Limited
				Parramatta Square
				Level 22, Tower 6
				10 Darcy Street
use				Parramatta NSW 2150
	online:		www.linkmarketservices.com.au
	by mail:	TerraCom Limited
				c/- Link Market Services Limited
				Locked Bag A14
				Sydney South NSW 1235
		by facsimile:	[phone]
personal	BUSINESS OF THE MEETING - AGENDA
	"That	the	Remuneration	Report	of	the
	Financial statements and reports
		To receive and consider the Annual Report of
		the Company and its controlled entities for the
		financial year	ended	30 June 2021,	which
		includes the Company's Financial Report, the
		Directors' Report (which includes the review of
		operations and the Remuneration Report), and
		the Independent Auditor's Report.
		Note: There is no requirement for Shareholders
		to approve these reports.
	Resolutions
	1	Adoption of remuneration report
		To consider, and if thought fit, pass the
		following Resolution as an ordinary resolution:
For		Company (which forms part of the Directors'
	Report) for the financial year ended 30 June
	2021 be adopted."
		The Remuneration Report is set out on pages
		52 to 61 of the TerraCom Limited 2021 Annual
		Report.
		Notes:
		• Under the Corporations Act, the vote on
		this Resolution is advisory only and does
		not bind the Directors or the Company.
		• The Chair of the Meeting intends to vote all
		available proxies in favour of this item of
		business.
		• A	voting	exclusion	applies	to		this
		Resolution as set out in the Explanatory
		Statement.

2

1. Re-electionof Director
   To consider, and if thought fit, pass the following Resolution as an ordinary resolution:
   "That Mr. Matthew Hunter, a director who retires by rotation in accordance with rule 15.3 of the Company's Constitution and, being eligible, be re- elected as a Director of the Company."
   Note: The Chair of the Meeting intends to vote all available proxies in favour of the above Resolution.
2. Election of Director
   To consider, and if thought fit, pass each of the following Resolution as an ordinary resolution:
   "That Mr. Daniel McCarthy, having been appointed as a Director since the last Annual General Meeting in accordance with Rule 15.1(c) of the Company's Constitution and, being eligible, be elected as a Director of the Company."
   Note: The Chair of the Meeting intends to vote all available proxies in favour of the above Resolution.
3. Ratification of the issue of securities
   To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:
   "That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the issue of 5,000,000 unquoted options to Evolution Capital under a lead broker agreement and as described in the Explanatory
   Statement for this Meeting."
   Notes:
4. • The Chair of the Meeting intends to vote all available proxies in favour of the above Resolution.
   • A voting exclusion applies to this Resolution as set out in the Explanatory Statement.
5. Approval of 10% Additional Placement Capacity
   To consider and, if thought fit, to pass the following Resolution as a special resolution:
   "That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval be given for the Company to issue or agree to issue equity securities (as defined in the ASX Listing Rules) equivalent to an additional 10% of the issued capital of the Company calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement for this Meeting."