Corporate Governance

The Board is responsible for the corporate governance of the Company

The Board is responsible for the corporate governance of the Company and protecting the rights and interests of Shareholders to whom it is accountable.

In developing its approach to corporate governance, the Company has considered the ASX Corporate Governance Council’s 10 principles of good corporate governance and best practice recommendations.

The Company’s position on these is outlined in the following commentary:

Lay solid foundations for management and oversight

The Company has developed a Board charter, an audit charter and nomination and remuneration charter that clearly define the respective roles and responsibilities of the Board and management. As part of the Company’s policies, the Board will have input into the development of the Company’s corporate strategy, understanding and monitoring the budget and the consideration of risk factors.

The Directors have been provided with a formal letter of appointment, together with a number of documents that set out the terms and conditions of their appointment, any special duties attaching to their position, company policies on dealing with conflicts of interest, trading securities, access to professional advice and company records and documents.

Structure the Board to add value

The Board does not believe that it is warranted to have a majority of independent Directors due to the Company’s size and its focus on the exploration and evaluation of its mining tenements. The Company does have an independent chairman and there are two non-executive Directors on each of the Board committees. The Managing Director does not exercise the role as chairman. The Company has formed a nomination and remuneration committee to assess the skills, performance and remuneration of existing Directors, Board performance and set criteria for the appointment and removal of Directors. The nomination and remuneration committee comprises Ross Hutton (Chairman) and John Dunlop.

Promote ethical and responsible decision-making

The Company has developed a corporate ethics and security trading policy designed to ensure proper dealing in the company’s securities. The Company endeavours to foster a culture requiring that the Directors and officers act with the utmost integrity, objectivity and in compliance with the spirit of the law and Company policies.

Safeguard integrity in financial reporting

The Company requires that the managing director and the Chief Financial Controller provide the Board with a statement in writing that the Company’s financial reports present fairly, in all material respects, are in accordance with accounting standards, and that practices are in place to maintain confidence in the Company’s integrity.

An audit committee has been established and consists of non-executive Directors and the Company’s Chairman does not chair the audit committee. Due to the size, nature and level of complexity of the Company, the Board does not believe that it is necessary to have a majority of independent Directors on the audit committee, nor that it should consist of at least three members. The audit committee comprises of Ross Hutton (as Chairman) and John Dunlop.

Make timely and balanced disclosure

The Directors are aware of the Company’s disclosure obligations and will comply with the ASX Listing Rules including listing rule 3.1. The Company has developed a statement of corporate governance policies that contains procedures relating to timely and balanced disclosure.

Respect the rights of shareholders

The Company will regularly update its web site to promote efficient communication with its Shareholders. The auditors will be invited to attend the Company’s annual general meeting to answer Shareholders’ queries.

Recognise and manage risk

The Board will be responsible for establishing policies on risk oversight and management. The audit committee is also responsible for reviewing and managing risk and ensuring that the company has effective internal controls to deal with business processes and risk management.

The Managing Director and Chief Financial Officer will make an annual statement in writing to the Board with respect to the internal controls and the Company’s risk management policies and procedures.

Encourage enhanced performance

The remuneration and nomination committee will undertake a periodic performance evaluation of itself, the senior staff and Directors, which is outlined in the remuneration and nomination committee charter. As the Company was incorporated in June 21, no performance evaluation has yet been undertaken. Senior management are required to supply the Board with information in a form, and of a quality appropriate to enable the Board to effectively discharge its duties.

Remunerate fairly and responsibly

The Company’s remuneration policies are included in the Company’s remuneration and nomination charter. The non-executive and independent Directors will decide the procedures, polices and key performance indicators used to measure the performance of key executives and Directors. Any equity based executive remuneration may be made in accordance with thresholds approved by Shareholders and be developed over time. The remuneration and nomination committee makes recommendations to the Board on performance and remuneration.

Recognise the legitimate interests of stakeholders

The Company has developed a statement of corporate governance practices. This statement will be reviewed and updated to suit the companies changing requirements.

Acknowledgement 2

WEBSITE DISCLAIMER

Before downloading, printing or viewing the Prospectus, please carefully read this information. By accessing the Prospectus (by clicking on the link below) you agree to and acknowledge that you have read and accept these terms and conditions of access. The information on this page is not part of the Prospectus. If you do not understand it, you should consult your professional adviser without delay.

Important Notice

Terra Uranium Limited (ACN 650 774 253) (Company) has lodged a prospectus dated 17 January 2024 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for the following offers:

(a) an offer of up to approximately 5,384,615 options to acquire fully paid ordinary shares in the capital of the Company (Shares) exercisable at $0.30 on or before 6 September 2025 (New Options) to participants in a placement undertaken by the Company as announced on 3 November 2023 (Placement) on the basis of one (1) New Option for every one (1) Share subscribed for and issued under the Placement (Placement Offer); and

(b) an offer of up to 2,000,000 New Options to Peak Asset Management (Lead Manager) in consideration for lead manager services provided in relation to the Placement (Broker Offer),

(together, the Offers).

The Prospectus is an important document which should be read in its entirety. If, after reading the Prospectus you have any questions about the Offers or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

The electronic copy of the Prospectus available on this website does not constitute an offer of, or an invitation to subscribe for, any securities. You may print out a hard copy of the Prospectus from this website or copy the electronic Prospectus on this website into an electronic file for your personal use only. You must not alter the contents of this electronic file in any way.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on +61 3 8678 4090 during office hours or by emailing the Company at admin@t92.com.au.

To the extent permitted by law, the Company is not liable for any loss incurred from accessing or downloading the Prospectus from this website, including, but not limited to, data corruption or download.

Applications

Placement Offer: The Placement Offer is only being extended to participants in the Placement (as identified in the Prospectus). Applications for New Options under the Placement Offer must only be made by participants in the Placement using the application form to be provided by the Company and attached to or accompanying the Prospectus. An application form and instructions on how to apply for New Options under the Placement Offer will only be provided to the participants in the Placement in accordance with the terms of the Prospectus.

Broker Offer: The Broker Offer is only being extended to Peak Asset Management. Applications for New Options under the Broker Offer must only be made by the Lead Manager (and/or its nominees) using the application form to be provided by the Company and attached to or accompanying the Prospectus. An application form and instructions on how to apply for New Options under the Broker Offer will only be provided to the Lead Manager (and/or its nominees) in accordance with the terms of the Prospectus.

The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an application form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an application form is not completed correctly or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the application form to be valid. The Company’s decision to treat an application as valid and how to construe, amend or complete the application form, will be final.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, financial, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for subscription and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, financial, legal, business or tax advice.

Persons to whom Offers are available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia only. If you are accessing this website from anywhere outside Australia, please do not download the electronic version of the Prospectus.

The Offers do not, and are not intended to, constitute offers in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such offers or to issue the Prospectus.

The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Prospectus should observe any of these restrictions. In particular, the Prospectus may not be distributed in the United States or elsewhere outside Australia, except to institutional and professional investors in transactions exempt from local prospectus or registration requirements or investors who can participate in compliance with applicable securities laws. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The return of a completed application form will be taken by the Company to constitute a representation and warranty by you that you have complied with these restrictions.

It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any governmental or other consents are required, or whether any formalities need to be observed, to enable them to apply for and be allotted any securities.

Acknowledgement

By clicking “I Accept” below, you acknowledge and agree that:

You have read and understood the above terms and conditions to access the electronic version of the Prospectus;
You are an Australian resident and you are requesting a copy of the Prospectus from within Australia;

If you are a non-Australian resident, you have consulted your professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed before accessing the Prospectus; and

You will not pass onto any other person an application form in respect of any of the Offers unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus.

Acknowledgement 1

WEBSITE DISCLAIMER

Important Notice

Terra Uranium Limited (ACN 650 774 253) (Company) has lodged a prospectus dated 23 May 2023 (Prospectus) with the Australian Securities and Investments Commission (ASIC) for an offer of 10,000,000 fully paid ordinary shares in the capital of the Company (Shares) at an issue price of C$0.2502 per Share to raise up to C$2,502,000 (before associated costs) (Offer).

The Prospectus is an important document which should be read in its entirety. If, after reading the Prospectus you have any questions about the Offer, or any other matter, please contact your professional advisers without delay.

Neither ASIC nor ASX Limited, nor any of their respective officers, take any responsibility for the contents of the Prospectus or the merits of the investment to which the Prospectus relates.

Alternatively, you may obtain a hard copy of the Prospectus free of charge by contacting the Company by phone on +61 3 8678 4090 during office hours or by emailing the Company at admin@t92.com.au.

Applications

Anyone who wants to acquire securities in the Company will need to carefully consider the Prospectus and complete an application form attached to or accompanied by the Prospectus (Application Form). The completed Application Form must be lodged, and the application monies must be paid, in accordance with the details set out in the Prospectus and Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing onto another person an Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If an Application Form is not completed correctly, or if the accompanying payment is the wrong amount, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, and how to construe, amend or complete the Application Form, will be final.

It should be noted that, the Company is only extending the Offer to specific investors. Application Forms for the Offer will only be provided by the Company to these parties.

No Advice

Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your financial or investment objectives, financial situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the securities being offered for subscription and the terms of the offering, including the merits and risks involved. You should consult your professional advisers for investment, legal, business, tax or other advice.

Persons to whom Offer is available

For legal reasons, the electronic version of the Prospectus accessible through this website is available to persons accessing this website from within Australia or Canada (but only in the Province of Ontario) (together, the Permitted Jurisdictions) only. If you are accessing this website from anywhere outside of the Permitted Jurisdictions, please do not download the electronic version of the Prospectus.

The Prospectus does not, and is not intended to, constitute an offer or invitation to apply for securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue the Prospectus.

No action or formality has been taken to permit the offer of securities under the Prospectus in any jurisdiction other than Australia.

It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any governmental or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.