Target Market Determination

Made by	Terra Critical Minerals Limited ACN 650 774 253
Financial Product	Quoted Options
Effective Date	28 November 2025

Target Market

This target market determination (TMD) has been prepared by Terra Critical Minerals Limited ACN 650 774 253 (ASX: T92) (Company) in relation to the proposed entitlement offer of Quoted Options (Entitlement Offer) under a prospectus that was lodged with ASIC on and is dated 28 November 2025 (Prospectus).

Unless otherwise defined, capitalised words and terms used in this TMD have the meanings given to them in the Prospectus.

In this TMD a reference to an “investor” includes a reference to an Eligible Shareholder as the context requires.

The Entitlement Offer is being managed by CoPeak Pty Ltd ACN 607 161 900¹ (Lead Manager).

Eligible Shareholders should read the Prospectus carefully and in its entirety prior to making an application to subscribe for Quoted Options under the Entitlement Offer.

There is no cooling off period in respect of the Entitlement Offer. This means you cannot withdraw your application for Quoted Options once it has been submitted.

This TMD is not a disclosure document for the purposes of the Corporations Act and therefore has not been lodged, and does not need to be lodged, with ASIC.

The Company is not licensed to provide financial product advice in relation to the Quoted Options.

A copy of the Prospectus, along with instructions on how to apply for Quoted Options and payment instructions, is available online².

¹ The Lead Manager is a corporate authorised representative (Representative No. 1295246) of LeMessurier Securities Pty Ltd ACN 111 931 849 (AFS Licence No. 296877).
² The Company is the issuer of the Quoted Options. Offers under the Entitlement Offer are being made in or accompanied by a copy of the Prospectus. The Prospectus is available by contacting the Company’s Company Secretary via email at admin@t92.com.au or via Automic at
https://portal.automic.com.au/investor/home. Eligible Shareholders should consider the Prospectus in deciding whether to acquire Quoted Options under the Entitlement Offer. Eligible Shareholders who wish to acquire Quoted Options will need to complete the Entitlement and Acceptance Form that will be in or that will accompany the Prospectus.

Investment Objective	The Company expects that an investment in the Quoted Options will be suitable to investors who wish to gain a speculative exposure to the Company's portfolio of precious, critical and energy metals exploration projects.
Investment Timeframe	The target market of investors will take a short and medium-term outlook on their investment in the Quoted Options. Investors with a short-term outlook for their investment will benefit from the anticipated quotation of the Quoted Options on ASX as well as an ability to exercise the Quoted Options and trade the New Shares issued on exercise of their Quoted Options should the trading price on ASX of the Shares be higher than the Exercise Price. Investors with a medium-term outlook will benefit from an ability to exercise their Quoted Options within the 5 year term of the Quoted Options and increase their Shareholding and exposure to the potential upside in the Share price on ASX. Given the need to pay the Exercise Price in order to acquire New Shares, investors in the target market will be in a financial position that is sufficient for them to invest their funds over a 5-year time horizon should they wish to exercise their Quoted Options. Any decision to exercise the Quoted Options is likely to be based on the trading price on ASX of the Shares.
Investment Metrics	While the Company does not have an established eligibility framework for investors based on metrics such as age, expected return or volatility, it is confident that the target market of investors will be able to withstand potential fluctuations in the value of their investment and who are accustomed to participating in speculative investments in the junior resources space. The Exercise Price is required to be paid to acquire New Shares on exercise of Quoted Options. As such, the capacity to realise the underlying value of the Quoted Options would require that they be sold on market or exercised on or before the Expiry Date. Where the intention is to exercise their Quoted Options, investors in the target market will need to be in a financial position to have sufficient funds available to them so that they can fund the Exercise Price for each Quoted Option being exercised. Prior to the Expiry Date, the ability of investors in the target market to sell their Quoted Options on market may be limited by a lack of liquidity in the market for Quoted Options on ASX.
Risks	The Quoted Options are considered by the Company to be highly speculative. Detailed risk factors are set out in Schedule 1 of the Prospectus. The Quoted Options carry no guaranteed income or capital protection.

Distribution Conditions

The offer Quoted Options under the Entitlement Offer is being made to Eligible Shareholders.
The Company will also include on the Automic portal a web landing page that requires Eligible Shareholders that are retail clients to confirm that they meet the eligibility criteria of the expected target market outlined in this TMD before they subscribe for Quoted Options.
The Company considers that these distribution conditions will ensure that persons who invest in the Quoted Options fall within the target market in circumstances where personal advice is not being provided by the Company.

Review Triggers

The Quoted Options are being offered for issue under the Prospectus during the period from 9am on the date on which the Entitlement Offer opens until 5pm on the date on which it closes (Offer Period).
It follows that the TMD will only apply during the Offer Period. To allow the Company to determine whether circumstances exist that indicate that this TMD is no longer appropriate, the following review triggers apply during the Offer Period:

a new offer of Quoted Options that requires preparation of a disclosure document is made after completion of the Offer Period;
an event or circumstance occurs that would materially change a factor taken into account in preparing this TMD;
the existence of a significant dealing of the Quoted Options that is not consistent with this TMD;
ASIC raises concerns with the Company regarding the adequacy of the design or distribution of the Quoted Options or this TMD; or
material changes to the regulatory environment occurs that impacts upon the Quoted Options or this TMD.

If a review trigger occurs during the Offer Period, the Company will undertake a review of the TMD in the light of the circumstances.

The Company will otherwise complete a review of the TMD immediately prior to the issue of Quoted Options under the Entitlement Offer.

Information Reporting

The reporting requirement of all distributors is set out in the table below.

Reporting Requirement	Period for Reporting	Information to be Provided
Whether the distributor received complaints about the Quoted Options.	During the Offer Period until 10 business days after the end of the Offer Period.	The number of complaints received and a summary of the nature of each complaint.
A significant dealing of the Quoted Options occurred that is inconsistent with this TMD.	As soon as possible after the significant dealing occurs but in any event by no later than 10 business days after the dealing occurs.	Details of any significant dealings and/or reasons why the distributor considers that the significant dealing is inconsistent with this TMD.
A summary of the steps taken by the distributor to ensure that is conduct was consistent with this TMD.	Within 10 business days after the end of the Offer Period.	A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD.

Contact Details

If you have any questions in relation to the TMD, please contact the Company’s Company Secretary, Mr Justyn Stedwell via email at admin@t92.com.au.

Important Information

This TMD does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or who is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933 (U.S. Securities Act)) (U.S. Person) or in any other jurisdiction in which such an offer would be illegal. The securities to be offered and sold under the Entitlement Offer have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, no Quoted Options (or any Entitlements thereto) may be offered or sold, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a U.S. Person unless they have been registered under the Securities Act (which T92 has no obligation to do or procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any applicable state or other jurisdiction of the United States. This TMD may not be released or distributed in the United States or to U.S. Persons.

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 Critical Minerals 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 Critical Minerals 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.

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 adviser 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 the Application Form unless it is attached to or accompanied by the complete and unaltered electronic version of the Prospectus.

TARGET MARKET DETERMINATION

Target Market

Distribution Conditions

Review Triggers

Information Reporting

Contact Details

Important Information

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