TALGA GROUP LTD — Capital/Financing Update 2020

Proposed issue of securities

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Announcement Summary

Entity name

TALGA GROUP LTD

Announcement Type

New announcement

Date of this announcement

Tuesday December 15, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued TLG ORDINARY FULLY PAID 6,896,552

+Record date

Monday December 14, 2020

Offer closing date

Friday January 15, 2021

+Issue date

Wednesday January 27, 2021

Total number of +securities proposed to be issued for a placement or other type of issue

Proposed +issue date

Monday December 21, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

TALGA GROUP LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

138405419

1.3 ASX issuer code

TLG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday December 15, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

TLG : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

TLG : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 6,896,552

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

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Part 4C - Timetable

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4C.1 Date of announcement of +security purchase plan

Tuesday December 15, 2020

4C.2 +Record date

Monday December 14, 2020

4C.3 Date on which offer documents will be made available to investors

Monday December 21, 2020

4C.4 Offer open date

Monday December 21, 2020

4C.5 Offer closing date

Friday January 15, 2021

4C.6 Announcement of results

Wednesday January 20, 2021

4C.7 +Issue date

Wednesday January 27, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

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4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees incurred by the Company in connection with the SPP include share registry fees, postage costs, listing fees and legal fees.

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue General working capital. Refer to the announcement and investor presentation of 15 December 2020 for additional detail

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer - https://www.talgagroup.com/irm/content/asx announcements.aspx?RID=

4F.4 Any other information the entity wishes to provide about the proposed offer

Refer to the announcement and investor presentation of 15 December 2020 for additional details

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

TLG : ORDINARY FULLY PAID

Number of +securities proposed to be issued

17,241,380

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 1.45000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

Monday December 21, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

17,241,380

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Morgan Stanley Australia Securities Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management fee of 3.0% on funds raised

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7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Morgan Stanley Australia Securities Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100% of the funds raised.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

1.5%

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Market standard termination events. Refer to the announcement and investor presentation of 15 December 2020 for additional details.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees incurred by the Company in connection with the placement include share registry fees, listing fees and legal fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The $25 million gross proceeds from the Placement will be applied toward; -building the Electric Vehicle Anode (EVA) pilot plant (A$22 million); and

-general working capital including transaction costs (A$3 million).

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Refer to the announcement and investor presentation of 15 December 2020 for additional details

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