Tietto Minerals : Notice of General Meeting/Proxy Form

TIETTO MINERALS LIMITED
ACN 143 493 118
NOTICE OF GENERAL MEETING
TIME:	10:00AM (WST)
DATE:	Friday, 13 May 2022
PLACE:	Unit 7, 162 Colin Street
West Perth WA 6005

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 wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on ([phone]

CONTENTS PAGE
Agenda (the proposed resolutions)	2
Explanatory Statement	3
Glossary	7
Proxy Form	Enclosed
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING

Notice is given that a General Meeting of the Shareholders of Tietto Minerals Limited will be held at 10:00AM (WST) on Friday, 13 May 2022 at Unit 7, 162 Colin Street, West Perth WA 6005.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00PM (WST) on Wednesday, 11 May 2022.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

AGENDA - SPECIAL BUSINESS

RESOLUTION 1: RATIFICATION OF PRIOR ISSUE - TRANCHE 1 PLACEMENT SHARES

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, Shareholders ratify the issue of 96,900,545 Shares issued under Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any Associates of those persons (or is a counterparty to the agreement being approved). The Company need not disregard a vote if it is cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 2: ISSUE OF TRANCHE 2 PLACEMENT SHARES

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue by the Company of up to 164,499,455 fully paid ordinary shares at 50 cents per share on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an Associate of that person (or those persons). However, the Company need not disregard a vote if it is cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

DATED: 11 APRIL 2022

BY ORDER OF THE BOARD MATTHEW FOY COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

• 1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE - PLACEMENT SHARES

• 1.1 Background

  As announced to the market on 29 March 2022, the Company received commitments to raise up to $130 million (before costs) through the issue of approximately 260,000,000 Shares at an issue price of $0.50 per Share (Placement). The Placement was supported by a number of institutional, sophisticated and professional investors.

  The funds raised through the Placement are to be used to complete the build of the Abujar Gold Mine in Côte d'Ivoire (Project) and continue project exploration for gold resource growth, as well as for working capital.

  The Placement is to be completed through two tranches. On 5 April 2022 the Company completed Tranche 1 of the Capital Raising of $48.45 million through the placement of a total of 96,900,545 Shares at an issue price of $0.50 per Share (Tranche 1 Placement Shares).

  The ratification of Shares under Tranche 1 are the subject of Resolution 1. Approval for the issue of up to 164,499,455 Shares at an issue price of $0.50 per Share pursuant to Tranche 2 are the subject of Resolution 2 of this Notice of Meeting (Tranche 2 Placement Shares).

  Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 96,900,545 Placement Shares under Listing Rule 7.1.

• 1.2 ASX Listing Rules 7.1

  Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the Placement Shares does not fit within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the

  Company's capacity to issue further equity securities without Shareholder approval under

  Listing Rule 7.1 for the 12 month period following the issue date.

  Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under those rules.

  The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

  To this end, Resolution 1 seeks Shareholder approval for the ratification of the issue of 96,900,545 Placement Shares which were issued under Listing Rule 7.1.

• 1.3 Technical information required by Listing Rule 14.1A

  If Resolution 1 is passed, the Placement Shares issued will be excluded in calculating the

  Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

  If Resolution 1 is not passed, the Placement Shares issued will be included in calculating the

  Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

• 1.4 Technical information required by ASX Listing Rule 7.5

  Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

  • (a) the Placement Shares were issued to issued to sophisticated, professional or other exempt investors, identified by Petra Capital Pty Ltd. Given the stage of development of Tietto, the jurisdiction of the assets and size of the placement, Petra targeted specific institutional groups that would be comfortable with the risk profile of the Company and able to participant in the placement in material manner. None of the subscribers to the Placement were related parties of the Company. The following material investors participated in the placement:

    (i)Regal Funds Management and T Rowe Price Group Inc. (both issued more than 1% of the entity's current issued capital);

    No other applicant was a member of the Company's key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity's current issued capital;

  • (b) the Company issued 96,900,545 Placement Shares pursuant to existing capacity available under Listing Rule 7.1;

  • (c) the Placement Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

  • (d) the date on which the Placement Shares were issued was 5 April 2022;

  • (e) the issue price of the Placement Shares under the Placement was $0.50 per Placement Share;

  • (f) the purpose of the issue of the Placement Shares was to raise $48,450,273. The funds from the issue of the Placement Shares will be used to complete construction of the Abujar gold mine including site, plant and camp construction and continue project exploration for gold resource growth, as well as for working capital.

  • (g) a voting exclusion statement is included in Resolution 1.

• 1.5 Directors' recommendation

  The Board of Directors recommends that Shareholders vote in favour of Resolution 1.

  The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.