Announcement PDF 603 page 1/2 Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder To Company Name/Scheme Torrens Mining Limited (Torrens) ACN/ARSN 168 295 092 1. Details of substantial holder (1) Name Coda Minerals Ltd (Coda) ACN/ARSN (if applicable) 625 763 957 The holder became a substantial holder on 7 March 2022 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 (4) Fully-paid ordinary shares Number of securities Persons’ votes (5) Voting power (6) 3,198,000 3,198,000 2.79% 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 substantial holder became a substantial holder are as follows: Holder of relevant interest Coda Minerals Ltd Nature of relevant interest (7) Relevant interest under sections 608(1) and/or 608(8) of the Corporations Act pursuant to the acceptances of the 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. Class and number of securities 3,198,000 fully-paid ordinary shares 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: Holder of relevant interest Registered holder of securities Coda Minerals Ltd Torrens shareholders to whom the Offer was made and who have accepted the Offer Person entitled to be registered as holder (8) Coda Minerals Ltd Class and number of securities 3,198,000 fully-paid ordinary shares 15 July 2001 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 relevant interest Date of acquisition Consideration (9) Cash Coda Minerals Ltd 07/03/2022 Nil Class and number of securities Non-cash 0.23 fully paid ordinary shares in Coda for every one (1) fully paid ordinary share in Torrens, subject to the terms and conditions of the Offer. 3,198,000 fully-paid ordinary shares 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if applicable) N/A Nature of association N/A 7. Addresses The addresses of persons named in this form are as follows: Name Address Coda Minerals Ltd 6 Altona Street, West Perth, Western Australia 6000 Level 11 London House, 216 St Georges Terrace, Perth, Western Australia 6000 Torrens Mining Limited Signature print name Susan Park capacity Company Secretary date 08/03/2022 sign here DIRECTIONS (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. (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 an 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. (8) (9) 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”. 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 B I D D E R ’ S STAT E ME N T B I D DER’S STATEMEN T ACCEPT 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. C O DA MI NE R A L S L I MI TE D ACN 625 763 957 B I DDE R’ S STATE ME NT 1 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T 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 forwardlooking 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 C ODA MINER A L S L IMITE D ACN 625 763 957 B IDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T 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 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Table of Contents 4 C ODA MINER A L S L IMITE D ACN 625 763 957 B IDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Table of Contents 02 IMPORTANT NOTICES 06 KEY DATES 07 HOW TO ACCEPT THE OFFER 07 OFFER INFORMATION LINE 08 LETTER FROM THE CHAIR OF CODA 11 REASONS WHY YOU SHOULD ACCEPT THE OFFER 13 1. WHY YOU SHOULD ACCEPT THE OFFER 19 2. SUMMARY OF THE OFFER AND FREQUENTLY ASKED QUESTIONS 27 3. PROFILE OF CODA 39 4. INFORMATION ON CODA’S SECURITIES 45 5. PROFILE OF TORRENS AND THE TORRENS GROUP 53 6. INFORMATION ON TORRENS’ SECURITIES 57 7. CODA’S INTENTIONS IN RELATION TO TORRENS 61 8. EFFECT OF THE OFFER ON CODA AND PROFILE OF THE COMBINED GROUP 69 9. SOURCES OF OFFER CONSIDERATION 71 10. KEY RISKS ASSOCIATED WITH THE OFFER 81 11. ADDITIONAL INFORMATION 87 12. TERMS AND CONDITIONS OF THE OFFER 99 13. AUSTRALIAN TAX IMPLICATIONS 103 14. GLOSSARY 111 15. APPROVAL OF BIDDER’S STATEMENT 113 ANNEXURE A – ANNOUNCEMENT BY CODA IN RELATION TO THE OFFER 119 ANNEXURE B – ASX ANNOUNCEMENTS BY CODA 5 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Key dates Indicative timetable 6 Announcement Date 9 February 2022 Date of Bidder’s Statement 2 March 2022 Offer opens 7 March 2022 Offer closes, unless extended or withdrawn 4.00pm (WST) on 6 April 2022 C ODA MINER A L S L IMITE D ACN 625 763 957 B IDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T How to Accept the Offer You may only accept the Offer in respect of all Your Torrens Shares. Acceptances must be received before the Offer closes. To accept the Offer, you should proceed as follows: 1. READ Read this document in full. 2. CONSULT Consult your legal, financial or other professional adviser if you are in any doubt as to what action to take or how to accept the Offer. 3. FOR ISSUER SPONSORED HOLDINGS If you have a Securityholder Reference Number beginning with “I”, you may accept the Offer by completing and returning the Issuer Acceptance Form in accordance with the instructions on it as follows: (a) Electronic Issuer Acceptance Form: You may obtain and complete an electronic copy of your Issuer Acceptance Form online by logging in at https://events.miraqle.com/coda-takeover and following the instructions. Completed forms may be submitted by post or email using the address details indicated on the form. Completed forms must be received before 4.00pm (WST) on the last day of the Offer Period. (b) Physical Issuer Acceptance Form: You may complete the hard copy Issuer Acceptance Form which accompanies this Bidder’s Statement in accordance with the instructions on it and return it by post in the enclosed return envelope or by email to the address indicated on the Issuer Acceptance Form so that it is received before 4.00pm (WST) on the last day of the Offer Period. 4. FOR CHESS HOLDINGS If you have a Holder Identification Number beginning with “X”, you may accept the Offer online, by using the CHESS Acceptance Form, or by contacting your Controlling Participant in accordance with the ASX Settlement Operating Rules as follows: (a) Electronic CHESS Acceptance Form: You may obtain and complete an electronic copy of your CHESS Acceptance Form online by logging in at https://events.miraqle.com/coda-takeover and following the instructions. Completed forms may be submitted by post or email using the address details indicated on the form. Completed forms must be received before 4.00pm (WST) on the last day of the Offer Period. (b)  P hysical CHESS Acceptance Form: You may complete the hard copy CHESS Acceptance Form which accompanies this Bidder’s Statement in accordance with the instructions on it and return it by post in the enclosed return envelope or by email to the address indicated on the CHESS Acceptance Form. For your CHESS Acceptance Form to be effective, it must be received in time for the Share Registry to give instructions to your Controlling Participant, and for your Controlling Participant to carry out those instructions, before the end of the Offer Period; or (c) Contact your Controlling Participant: to accept the Offer, you can contact your Controlling Participant (usually your broker) and instruct them to accept the Offer on your behalf so that it is processed before 4.00pm (WST) on the last day of the Offer Period. 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 +61 2 9066 4055 (from outside of Australia) from 8:30am – 5.00pm (WST) on Business Days. ACCEPT NOW Coda believes that its Offer of 0.23 Coda Shares for every Torrens Share held provides you with an outstanding opportunity to realise an attractive and immediate premium for Your Torrens Shares as well as continued exposure, through the Combined Group, to the 100% consolidated and well-funded Elizabeth Creek Copper Project. The Offer has been unanimously recommended by the Torrens Directors, in the absence of a Superior Proposal. 7 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Letter from the Chair of Coda Dear Torrens Shareholder, It is my pleasure, on behalf of the Board of Directors of Coda Minerals Ltd (Coda), to present you with this offer of 0.23 Coda Shares for every 1 of your shares in Torrens Mining Limited (Torrens) (Offer). The purpose of the Offer is to consolidate the ownership of the Elizabeth Creek Copper Project into one enlarged single entity, that will be better positioned to further explore, optimise, fund and ultimately develop the project. The combination of Coda and Torrens will create a leading Australian base and precious minerals exploration company with Torrens Shareholders to retain exposure through an approximate 21.2% holding in the Combined Group. The Torrens Board has unanimously recommended that all Torrens Shareholders accept this Offer and Torrens Shareholders collectively representing 44.71% of the Torrens Shares on issue have confirmed they intend to accept the offer, in the absence of a superior proposal. Transaction rationale and benefits to Torrens Shareholders The Offer provides you with an attractive and immediate premium to the Torrens Share price prior to the Announcement Date, with an implied value of: • $0.201 per Torrens Share based on the Coda Share price as at 8 February 2022, the last trading day prior to the Announcement Date, of $0.875. This represents a 30% premium to the closing price of Torrens Shares on that date of $0.155; • $0.203 per Torrens Share based on the 15-day VWAP of Coda Shares prior to the Announcement Date of $0.884. This represents a 31% premium to the VWAP of Torrens Shares over the same period of $0.155; and • $0.215 per Torrens Share based on the 30-day VWAP of Coda Shares prior to the Announcement Date of $0.934. This represents a 38% premium to the VWAP of Torrens Shares over the same period of $0.155. Coda notes that its share price has declined since the Announcement Date, but is firmly of the view that Torrens’ share price is linked to Coda’s and as such, the implied Offer Consideration today continues to provide an attractive premium to the likely share price at which Torrens would have been trading in the absence of the Offer. In Section 1 of this Bidder’s Statement we have outlined, in detail, the compelling reasons for you to accept the Offer. In addition to receiving an attractive premium and increased liquidity for Your Torrens Shares, consolidating ownership of the Elizabeth Creek Copper Project presents an attractive way to invest in a leading base and precious metals exploration project. By combining Torrens with Coda, the key outcomes will be streamlined project ownership, a reduction in overhead costs and Coda having full exploration optionality. By accepting the Offer, Torrens Shareholders retain significant exposure to the Elizabeth Creek Copper Project, while also benefiting from the combined group’s strong exploration and operating expertise, financial strength and ability to optimise exploration activity across an enlarged portfolio. In addition, Coda will become a company with increased scale, market relevance, funding capability and trading liquidity. By accepting the Offer, Torrens Shareholders will no longer be exposed to the funding risks and challenges Torrens faces as a minority joint venture partner and standalone entity. To assist Torrens with its upcoming funding requirements, Coda has provided the $2,000,000 short term Coda Bridging Facility available to Torrens to help cover its near term forecast expenditure. Should the Coda Offer not successfully complete, Torrens will have to source finance to repay any amount drawn under this Loan Facility or potentially incur project level dilution at the Elizabeth Creek Copper Project. As at the date of this Bidder’s Statement, Coda is not aware of any Superior Proposal having been received by Torrens and Torrens has not made Coda aware of any party having an intention to make such a proposal. 8 C ODA MINER A L S L IMITE D ACN 625 763 957 B IDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Other Information about the Offer Details of the Offer, including its terms and conditions are set out in Section 12 of this Bidder’s Statement. The Conditions to the Offer include, but are not limited to, Coda achieving a Relevant Interest in excess of 90% of Torrens Shares on issue. I encourage all Torrens Shareholders to read this Bidder’s Statement thoroughly and accept the Offer. To accept the Offer, please follow the instructions set out in the accompanying Acceptance Form or contact your Controlling Participant. An electronic copy of your Acceptance Form can also be obtained online by logging in at https://events.miraqle.com/coda-takeover. If you require additional assistance, please call the Offer Information Line on 1300 290 691 (within Australia) or +61 2 9066 4055 (from outside of Australia). As Chair of Coda, I am excited by the future opportunities for a combined Coda and Torrens business and look forward to welcoming you as a shareholder in Coda. Yours sincerely, Keith Jones Chairman Coda Minerals Ltd 9 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Consideration points 10 C ODA MINER A L S L IMITE D ACN 625 763 957 B IDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T Reasons why you should accept the Offer The Offer is unanimously recommended by Torrens Directors Attractive premium for Torrens Shareholders Continued exposure to Coda and the benefits of ownership consolidation Torrens Shareholders to receive an attractive split of the Combined Group Offer provides attractive liquidity Potential risks and value destruction by not consolidating ownership of the Elizabeth Creek Copper Project The Offer has the support of Torrens Shareholders and Directors, together holding 44.71% of the Torrens Shares on issue No Superior Proposal or alternative offer has emerged – Coda’s ownership of 70% of the Elizabeth Creek Copper Project could discourage a counter offer If the Offer is not completed the Torrens share price may fall Torrens Shareholders may be entitled to capital gains tax relief There are significant risks of not accepting the Offer 11 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT 01 B I D D E R ’ S STAT E ME N T Why you should accept the Offer 12 C ODA MINER A L S L IMITE D ACN 625 763 957 B IDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T 1. Why you should accept the Offer 1.1. The Offer is unanimously recommended by Torrens Directors The Torrens Board unanimously recommends that Torrens Shareholders accept the Offer, in the absence of a Superior Proposal. Additionally, Torrens Directors who own or control Torrens Shares have confirmed that they intend to accept or procure the acceptances of the Offer in respect of the Torrens Shares that they own or control, in the absence of a Superior Proposal. Collectively, the Torrens Directors own or control 30.8 million Torrens Shares, representing approximately 26.81% of all Torrens Shares on issue (excluding Torrens Options) as at the date of this Bidder’s Statement. 1.2. Compelling premium for Torrens Shareholders The Offer Consideration represents an attractive premium to Torrens’ recent trading values. Under the Offer, Torrens Shareholders will receive 0.23 Coda Shares for every 1 Torrens Share held, which implies a value of $0.202 per Torrens Share based on Coda’s 5-day VWAP prior to the Announcement Date. The chart below illustrates the implied premiums represented by the implied Offer Consideration on a ‘like for like’ basis relative to historical trading prices of Torrens Shares and Coda Shares on the ASX prior to 8 February 2022, being the Announcement Date. Implied Offer Price & Premiums $0.22 80% $0.21 $0.20 $0.20 $0.21 60% $0.20 50% $0.18 $0.16 28% 30% 39% 38% $0.14 $0.12 30% $0.155 $0.156 $0.150 $0.155 Last Close 10 Day VWAP 20 Day VWAP 30 Day VWAP $0.10 TRN 40% 20% 0% IMPLIED OFFER PRICE LIKE FOR LIKE IMPLIED % PREMIUM LIKE FOR LIKE Source: IRESS as at 8 February 2022 (being the last trading day prior to Announcement Date). The price of Coda Shares has declined since the Announcement Date. Notwithstanding this, Coda considers that Torrens’ share price is linked to Coda’s, and therefore the implied Offer Consideration at the date of this Bidder’s Statement continues to provide an attractive premium to the likely price at which Torrens Shares would have been trading in the absence of the Offer. 13 C ODA MINE R A L S L IMITE D ACN 625 763 957 BIDDER ’ S STATE ME NT B I D D E R ’ S STAT E ME N T 1.3. Continued exposure to Coda and the benefits of ownership consolidation Should Torrens Shareholders accept the Offer and Coda successfully acquires all of the Torrens Shares, Torrens Shareholders will hold approximately 21.2% of the ordinary shares of Coda and will benefit from direct exposure to a company with the following key attributes: Size, Scale & Market Relevance Pro-forma market capitalisation of approximately $109 million and approximately 3 times the liquidity of Torrens (as at the Announcement Date). Financial Strength Strong balance sheet with Coda having an approximate cash position of approximately $12.5 million and no debt as at 28 February 2022. At a joint