Torrens Mining : Becoming a substantial holder from COD

603page 1/2 15 July 2001

		Form 603
		Corporations Act 2001
		Section 671B
		Notice of initial substantial holder
	ToCompany Name/Scheme	Torrens Mining Limited (Torrens)
	ACN/ARSN	168 295 092
	1. Details of substantial holder (1)
onlyName	Coda Minerals Ltd (Coda)
	ACN/ARSN (if applicable)	625 763 957

The holder became a substantial holder on	7 March 2022
use	This notice is given pursuant to section 671B(1)(c) of the Corporations Act
	2001 (Cth) (Corporations Act) in relation to the off-market takeover bid by
	Coda for all of the ordinary shares in Torrens. Please refer to the Bidder's
	Statement by Coda dated 2 March 2022 and released to ASX on that date
	(Bidder's Statement).

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of	Persons' votes (5)	Voting power (6)
(4)	securities
Fully-paid ordinary	3,198,000	3,198,000	2.79%
shares

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the ubstantial holder became a substantial holder are as follows:

personal	Holder of relevant	Nature of relevant interest (7)	Class and number
interest	of securities
Coda Minerals Ltd	Relevant interest under sections 608(1) and/or 608(8) of the	3,198,000 fully-paid
	Corporations Act pursuant to the acceptances of the	ordinary shares
	takeover offer made pursuant to the Bidder's Statement
	(Offer). The shares which are the subject of the
	acceptances have not yet been transferred into Coda's
	name.
	The power of Coda to vote or dispose of the shares that are
		the subject of the acceptances of the Offer is qualified as
		the Offer has not been declared unconditional and Coda is
		not presently registered as the holder of the shares.

4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
For
Holder of relevant	Registered holder of	Person entitled to	Class and number of securities
	be registered as
	interest	securities
	holder (8)
	Coda Minerals Ltd	Torrens shareholders	Coda Minerals Ltd	3,198,000 fully-paid ordinary
		to whom the Offer was		shares
		made and who have
		accepted the Offer

(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or Foran associate has a relevant interest in.

(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

personalSig ature

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

DIRECTIONS

sign here

print name

Susan Park

Torrens Mining Limited

Level 11 London House, 216 St Georges Terrace, Perth, Western Australia 6000

Coda Minerals Ltd

6 Altona Street, West Perth, Western Australia 6000

Name

Address

date 08/03/2022

capacity

Company Secretary

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

	Holder of	Date of	Consideration (9)	Class and number of
	relevant	acquisition			securities
	interest
only			Cash	Non-cash
			0.23 fully paid ordinary
	Coda Minerals			shares in Coda for every	3,198,000 fully-paid
	07/03/2022	Nil	one (1) fully paid ordinary
	Ltd	share in Torrens, subject to	ordinary shares
				the terms and conditions of
				the Offer.

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

use	Name and ACN/ARSN (if	Nature of association
applicable)
	N/A	N/A

7. Addresses

The addresses of persons named in this form are as follows:

1. If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".
2. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was

acquired.

603

page 2/2

15 July 2001

BIDDER'S STATEMENT

For personal use only

A C C E P T

the Offer by Coda Minerals Ltd to acquire all

of your shares in Torrens Mining Limited for 0.23 Coda Shares for every 1 Torrens Share you hold

This Offer opens on 7 March 2022 and will close at 4.00pm (WST) on 6 April 2022 unless extended or withdrawnn.

The Torrens Directors unanimously recommend that you ACCEPT the Coda Offer, in the absence of a Superior Proposal.

FINANCIAL ADVISER

LEGAL ADVISER

IMPORTANT INFORMATION

This is an important document that requires your immediate attention. If after reading this document you have any questions or are in any doubt about how to proceed, you should consult with your financial or other professional adviser.

CODA MINERALS LIMITED ACN 625 763 957

BIDDER'S STATEMENT

625 763 957

BIDDER'S STATEMENT

For personal use only

Important notices

Bidder's Statement

This document (Bidder's Statement) is issued by Coda Minerals Ltd (ACN 625 763 957) (Coda) under Part 6.5 of the Corporations Act in relation to the off-market takeover offer by Coda to acquire all Torrens Shares (Offer) and sets out certain disclosures required by the Corporations Act.

This Bidder's Statement is dated 2 March 2022, being the date that a copy of this Bidder's Statement was lodged with ASIC and given to ASX. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of this Bidder's Statement.

Investments risks

There are a number of risks that may have a material impact on the value of the Offer, the future performance of the Combined Group and the value of Offer Consideration. These are described in Section 10 of this Bidder's Statement.

Foreign jurisdictions

The distribution of this document and the making of the Offer may be restricted by the laws or regulations of jurisdictions outside of Australia. Persons who come into possession of this Bidder's Statement should seek advice and observe these restrictions.

The Offer is not being made, directly or indirectly, in or into, and will not be capable of acceptance from within, any jurisdiction, if to do so would contravene the laws of that jurisdiction.

No action has been taken to register or qualify Coda or to otherwise permit the offering of Offer Consideration outside Australia, its external territories and New Zealand. The entitlements of Torrens Shareholders located outside those jurisdictions are set out in Section 12.5(c).

This Bidder's Statement has been prepared having regard to Australian disclosure requirements. These disclosure requirements may differ from those of other countries.

This Bidder's Statement is not a New Zealand prospectus or an investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand) (or any other relevant New Zealand law). This Bidder's Statement may not contain all the information that a prospectus or an investment statement under the New Zealand law is required to contain.

The only members of the public in New Zealand to whom the Offer Consideration are being offered to under the Offer are Torrens Shareholders. The Offer is being made in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

Disclosure regarding forward-looking statements

This Bidder's Statement includes forward-looking statements that have been based on Coda's current expectations and predictions about future events, including Coda's intentions (which include those set out in Section 7). These forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of Coda, Torrens and the Combined Group to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in Section 10.

None of Coda, its officers, nor persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) that any forward- looking statements will occur. The forward-looking statements in this Bidder's Statement reflect views held only at the date of this Bidder's Statement.

Disclaimer regarding Torrens the Combined Group information

In preparing the information relating to Torrens and the Combined Group contained in this Bidder's Statement, Coda has relied on publicly available information relating to Torrens and information provided by Torrens management which has not been independently verified by Coda or its Directors. Risks may exist in relation to Torrens (which will affect the Combined Group) of which Coda is unaware. If any material risks are known to the directors of Torrens, they must be disclosed in the target's statement to be issued by Torrens (Target's Statement).

Accordingly, subject to any applicable law, Coda makes no representations or warranties (express or implied) as to the accuracy and completeness of such information.

Further information on Torrens may be included in the Target's Statement which Torrens is required to provide to all Torrens Shareholders in response to this Bidder's Statement.

2	CODA MINERALS LIMITED ACN 625 763 957
BIDDER'S STATEMENT

BIDDER'S STATEMENT

For personal use only

Value of the Offer Consideration

The implied value of the Offer will vary with the market price of Coda Shares. Further information on the implied value of the Offer is contained in this document. Before accepting the Offer, Torrens Shareholders should obtain current quotes for Coda Shares from their financial or other professional adviser.

In addition, all references to the implied value of the Offer are subject to the effects of rounding.

Investment advice

This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each Torrens Shareholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offer.

Privacy

Coda has collected your information from the Torrens Register for the purposes of making the Offer and administering your acceptance in respect of Your Torrens Shares. Coda and its Share Registry may use your personal information in the course of making and implementing the Offer. Coda and its Share Registry may also disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASIC. If you would like details of information about you held by Coda, please contact Coda at the address set out in the Key Contacts Section.

Defined terms

A number of defined terms are used in this Bidder's Statement. Unless expressly specified otherwise, defined terms have the meaning given in Section 14.

Internet Sites

Coda and Torrens each maintain internet sites. The URL location for Coda is www.codaminerals.com and for Torrens is www.torrensmining.com. Information contained in or otherwise accessible through these internet sites is not part of this Bidder's Statement. All references to these sites in this Bidder's Statement are for information purposes only.

Estimates and assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this Bidder's Statement are references to estimates, assumptions and derivations of the same by Coda management. Management estimates reflect, and are based on, views as at the date of this Bidder's Statement, and actual facts or outcomes may materially differ from those estimates or assumptions.

Effect of rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this Bidder's Statement.

Currencies

In this Bidder's Statement, references to "Australian dollars", "AUD", "$", "A$" or "cents" are to the lawful currency of Australia.

This Bidder's Statement may contain conversions of relevant currencies to other currencies for convenience. These conversions should not be construed as representations that the relevant currency could be converted into the other currency at the rate used or at any other rate. Conversions that have been calculated at the date of this Bidder's Statement (or any other relevant date) may not correspond to the amounts shown in the historic or future financial statements of Coda or Torrens in respect of which different exchange rates may have been, or may be, used.

Maps and diagrams

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

3	CODA MINERALS LIMITED ACN 625 763 957
BIDDER'S STATEMENT