Torrens Mining : Target's Statement

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ASX Announcement | 2 March 2022

ASX code: TRN

ASX Compliance Pty Limited

Level 40 Central Park

152-158 St George's Terrace

Perth WA 6000

Target's Statement

In accordance with Item 14 of section 633(1) of the Corporation Act 2001, Torrens Mining Limited

(Torrens) attaches its target's statement (Target's Statement) in response to the off-market takeover offer by Coda Minerals Limited (Coda) for all of the fully paid ordinary shares of Torrens (Offer).

The Target's Statement sets out the Torrens Board's reasons for unanimously recommending that shareholders ACCEPT the Offer and other information that is material to shareholders in assessing the Offer.

The Target's Statement has or will be sent to Coda and lodged with the Australian Securities and Investments Commission (ASIC) today. Dispatch of the Target's Statement to Torrens' shareholders will occur shortly.

An electronic copy of the Target's Statement and updates in relation to the Offer will be made available on Torrens' website (www.torrensmining.com) and we encourage shareholders to call the Torrens' Information Line on 1300 290 691 (for callers within Australia) or [phone] (for callers outside of Australia) Monday to Friday between 8.30am and 5.30pm (Perth AWST time) to address any queries.

This announcement has been approved for release by the Torrens Board

Sincerely,

Benjamin Smith

Torrens Mining Limited

Joint CFO and Company Secretary

TORRENS MINING LIMITED	Level 11 London House 216 St Georges Terrace, Perth Western Australia 6000
	GPO Box 2517, Perth Western Australia 6831	ABN 82 168 295 092
www.torrensmining.com	Phone: [phone]	ASX:TRN

For personal use only

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES

YOUR IMMEDIATE ATTENTION.

YOU SHOULD READ ALL OF THE DOCUMENT. IF YOU

ARE IN DOUBT AS TO WHAT YOU SHOULD DO, YOU

SHOULD CONSULT YOUR INVESTMENT, FINANCIAL,

TAXATION OR OTHER PROFESSIONAL ADVISER.

Target's Statement

Torrens Mining Limited

(ACN 168 295 092)

In response to the Offer by

Coda Minerals Ltd

(ACN 625 763 957)

to acquire all of your ordinary shares in Torrens for:

• 0.23 Coda shares per Torrens share

The Directors unanimously recommend, in the absence of a superior proposal, that you ACCEPT the Offer.

Financial Adviser

Legal Adviser

For personal use only

Contents

Your Choices in Relation to the Offer

Key Dates

Chair's Letter

1	Directors' Recommendation and Reasons	5
2	Answers to Frequently Asked Questions	11
3	Information on Torrens	18
4	Information about Coda	26
5	Your Choices as a Torrens' Shareholder	29
6	Details of the Offer	31
7	Risks and Other Matters to Consider in Deciding Whether or Not to Accept the Offer	40
8	Other Material Information	46
10	Authorisation	56
11	Definitions and Interpretation	57

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For personal use only

Important Notices

Nature of this Document

This document is the Target's Statement dated 2 March 2022 given by Torrens under Part 6.5 Division 3 of the Corporations Act in response to the Bidder's Statement by Coda dated 2 March 2022.

ASIC and ASX Disclaimer

A copy of this Target's Statement has been lodged with ASIC. Neither ASIC nor any of its officers takes any responsibility for the contents of this Target's Statement.

A copy of this Target's Statement has also been provided to the ASX. Neither the ASX nor any of its officers takes any responsibility for the contents of this Target's Statement.

Defined Terms and Interpretation

Capitalised terms used in this Target's Statement are defined in Section 11. Section 11 also sets out some rules of interpretation that apply to this Target's Statement.

No Account of Personal Circumstances

This Target's Statement and the recommendations and other information contained in it do not constitute financial product advice. The recommendations and other information contained in this Target's Statement should not be taken as personal financial or taxation advice, as each Shareholder's deliberations and decision will depend upon their own financial situation, tax position, investment objectives and particular needs.

It is important that you read this Target's Statement in its entirety before making any investment decision and any decision relating to the Offer. Your Directors encourage you to obtain independent advice from your investment, financial, taxation or other professional adviser before making a decision whether or not to accept Coda's Offer.

Forward Looking Statements

This Target's Statement contains forward looking statements. All statements other than statements of historical fact are forward looking statements. Shareholders should note that those forward looking statements are only predictions and are inherently subject to uncertainties, in that they may be affected by a variety of known and unknown risks, variables and other important factors, many of which are beyond the control of Torrens. Actual values or results, performance or achievements may differ materially from those expressed or implied by such statements. The risks, variables and other factors that may affect the forward looking statements include matters specific to the mining sector in which Torrens operates, as well as economic and financial market conditions; legislative, fiscal or regulatory developments; the price performance of Torrens Shares, including the risk of possible price decline in the absence of the Offer or other takeover or merger speculation; and risks associated with the business and operations of Torrens. Further information about these risks can be found in Section 7.1 of this Target's Statement.

None of Torrens, any of its officers or any person named in this Target's Statement with their consent or any person involved in the preparation of this Target's Statement makes any representation or warranty (express or implied) or gives any assurance 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 statements, except to the extent required by law. You are cautioned not to place undue reliance on any such statement. The forward looking statements in this Target's Statement reflect views held only as at the date of this Target's Statement.

Reliance on Information Obtained from Coda or Public Sources

The information in this Target's Statement about Coda has been compiled from or is otherwise based on information obtained from Coda or publicly available sources, and has not been independently audited or verified by Torrens or its advisers. If the information obtained from Coda or the public sources is inaccurate or incomplete, this may affect the information included in the Target's Statement. In particular, if the information has been used as the basis for forward looking statements in the Target's Statement, this may add to the risk that actual values, results, performance or achievements will differ materially from those expressed or implied by the forward looking statements.

See Section 7.1 for a discussion about the risks that apply to holding Torrens Shares.

Privacy

Torrens has collected your information from Torrens' Share Register for the purpose of providing you with this Target's Statement. The type of information Torrens has collected about you includes your name, contact details and information on your shareholding (as applicable) in Torrens. Without this information, Torrens would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (including Torrens' Share Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC. If you would like details of information about you held by Torrens, please contact Torrens' Share Registry on 1300 850 505 (within Australia) or [phone] (outside Australia) between 8.30am and 5.00pm (Perth AWST time) Monday to Friday.

Offer Information Line

If you have any questions in relation to the Offer or how to accept it, or if you have lost your Acceptance Form and require a replacement, please call the Offer Information Line on 1300 290 691 (within Australia) or [phone] (from outside of Australia) from 8.30am - 5.00pm (WST) on Business Days.

Further information relating to Coda's Offer can be obtained from Torrens' website at www.torrensmining.com.

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For personal use only

Risk Factors

Torrens' Shareholders should note that there are a number of risks that they should have regard to before deciding how to respond to the Offer. Further information about those risks can be found in Section 7 of this Target's Statement.

Charts and diagrams

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

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