ASX ANNOUNCEMENT 1 February 2017 TODD RIVER RESOURCES PROSPECTUS LODGED New zinc explorer intends to list on ASX early in second quarter of 2017 Key Points • Todd River Resources IPO Prospectus lodged with ASIC. • TNG shareholders have the opportunity to receive priority in applying for shares in the IPO capital raising. • Key targets already identified for immediate commencement of drilling following listing. Further to its announcement of 20 January, Australian strategic metals company TNG Limited (ASX: TNG) is pleased to advise that the proposed forthcoming demerger of its base metal assets in the Northern Territory via its subsidiary Todd River Resources Limited (Todd River Resources) remains on track with Todd River Resources having now lodged its IPO Prospectus ahead of a planned listing on the ASX early in the second quarter (reserved ASX Code: TRT). The demerger will create a base metal-focused exploration company with a specific focus on the highly prospective Northern Territory. The new company will hold a total of 12 exploration projects including the large Manbarrum Zinc Project, the Mount Hardy Copper-Zinc Project, the Stokes Yard Zinc Project and the McArthur Copper-Zinc project, as well as a number of other exploration projects covering base metals and other commodities including but not limited to gold, lithium, tantalum, tin and bauxite. A copy of the Prospectus can be obtained at www.trrltd.com.au or via TNG’s website at www.tnglimited.com.au TNG shareholders will receive a priority in applying for new shares under the IPO, subject at all times to the final allocation of securities remaining at the sole discretion of the Todd River Resources board of directors to ensure the company has an appropriate shareholder base on admission to the Official List of the ASX. TNG Shareholders will also receive an in-specie distribution of shares in Todd River Resources through the de- merger process, subject to certain conditions being satisfied. A comprehensive investor roadshow with Todd River Resources’ Lead Broker, Sanlam Private, and the company’s Australian Investor Relations group, Read Corporate, commences on 6 February 2017 including broker and lunch meetings in Australian capital cities (for details see TNG ASX Announcement, 20 January 2017). The indicative timetable for the IPO offer is set out in the Prospectus and is also provided below: Lodgement of Prospectus with the ASIC 31 January 2017 TNG Offer Record Date 5.00pm (WST) on 1 February 2017 TNG Offer Opening Date 8 February 2017 General Offer Opening Date 8 February 2017 TNG Offer Closing Date 5.00pm (WST) on 24 February 2017 ASX CODE: TNG REGISTERED OFFICE T +61 8 9327 0900 W www.tngltd.com.au ABN 12 000 817 023 Level 1, 282 Rokeby Road F +61 8 9327 0901 E [email protected] Subiaco, Western Australia 6008 General Offer Closing Date 5.00pm (WST) on 3 March 2017 Record Date for the In-specie Distribution 8 March 2017 Issue of Securities under the IPO 10 March 2017 Completion of the In-specie Distribution 13 March 2017 Despatch of holding statements 15 March 2017 Expected date for quotation on ASX 24 March 2017 * The above dates are indicative only and may change without notice subject to the Corporations Act, ASX Listing Rules and other applicable laws. TNG shareholders or other investors wishing to apply for securities in Todd River Resources will need to complete an application form in accordance with the directions set out in the Prospectus. Investors should consider the Prospectus carefully before deciding to apply for shares in Todd River Resources. A copy of the Todd River Resources Limited Prospectus is attached. Paul E Burton Managing Director 1 February 2017 Inquiries: Paul E Burton Managing Director + 61 (0) 8 9327 0900 Nicholas Read Read Corporate + 61 (0) 8 9388 1474 2 TABLE OF CONTENTS 1. CORPORATE DIRECTORY .............................................................................................. 2 2. IMPORTANT NOTICE ..................................................................................................... 3 3. KEY DATES .................................................................................................................... 6 4. INVESTMENT OVERVIEW ............................................................................................... 7 5. LETTER TO INVESTORS ................................................................................................. 22 6. DETAILS OF THE OFFERS .............................................................................................. 23 7. COMPANY AND PROJECTS OVERVIEW ..................................................................... 35 8. RISK FACTORS ............................................................................................................ 50 9. INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 57 10. INVESTIGATING ACCOUNTANTS REPORT ................................................................ 161 11. SOLICITOR’S REPORT ON TENEMENTS ...................................................................... 178 12. BOARD, MANAGEMENT AND INTERESTS .................................................................. 200 13. CORPORATE GOVERNANCE .................................................................................... 203 14. MATERIAL CONTRACTS ............................................................................................ 216 15. ADDITIONAL INFORMATION .................................................................................... 219 17. DIRECTORS’ AUTHORISATION .................................................................................. 230 18. GLOSSARY ................................................................................................................ 231 3999-02/1648083_1 1 1. CORPORATE DIRECTORY Directors and Proposed Chairman Investigating Accountant Paul Burton BDO Corporate Finance (WA) Pty Ltd Non-Executive Technical Director 38 Station Road Subiaco WA 6008 Geoffrey Crow Non-Executive Director Auditor* Rex Turkington KPMG Non-Executive Director 235 St Georges Terrace Perth WA 6000 Eddie Fry Proposed Non-Executive Chairman Independent Geologist Company Secretary Snowden Group Level 6, 130 Stirling Street Simon Robertson Perth WA 6000 Proposed ASX Code Lead Manager TRT Sanlam Private Wealth Level 7, 100 Collins Street Registered Office Melbourne VIC 3000 Level 1, 282 Rokeby Road Telephone: + 61 3 8640 5506 Subiaco WA 6008 Share Registry* Telephone: + 61 8 9327 0950 Facsimile: +61 8 9327 0901 Computershare Investor Services Pty Limited Email: [email protected] Level 11, 172 St Georges Terrace Website: www.trrltd.com.au Perth WA 6000 Solicitors to the Offers Telephone within Australia: 1300 787 272 Telephone outside Australia: +61 8 9323 Steinepreis Paganin 2000 Level 4, The Read Buildings Facsimile: +61 8 9323 2033 16 Milligan Street Perth WA 6000 Solicitors reporting on Tenements Ward Keller Northern Territory House Level 7, 22 Mitchell Street Darwin NT 0800 * This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus. 3999-02/1648083_1 2 2. IMPORTANT NOTICE This Prospectus is dated 31 January 2017 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative. 2.1 Exposure Period This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Securities under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period. 2.2 Electronic Prospectus and Application Forms A copy of this Prospectus can be downloaded from the website of the Company at www.trrltd.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian or New Zealand resident and must only access this Prospectus from within Australia or New Zealand. Applications will only be accepted by applying online at www.trrltd.com.au or on the relevant Application Form attached to, or accompanying this Prospectus or in its paper copy form as downloaded in its entirety from www.trrltd.au. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete