REG - Trident Royalties Deterra Royalties - Recommended Cash Offer for Trident by Deterra

Deterra RoyaltiesAnnouncement

13/06/2024 07:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240613:nRSM2927Sa&default-theme=true

RNS Number : 2927S  Trident Royalties PLC  13 June 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

13 JUNE 2024

RECOMMENDED CASH OFFER

for

TRIDENT ROYALTIES PLC

by

DETERRA GLOBAL HOLDINGS PTY LTD

(a direct wholly owned subsidiary of Deterra Royalties Limited)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

Summary

·      The boards of directors of Deterra Global Holdings Pty Ltd
("Bidco") and Trident Royalties Plc ("Trident") are pleased to announce that
they have reached agreement on the terms and conditions of a recommended
all-cash offer by Bidco for the entire issued and to be issued share capital
of Trident (the "Offer").

·      It is intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Bidco reserves the right to implement the Offer by way of a Takeover
Offer, with the consent of the Panel).

·      Under the terms of the Offer, each Trident Shareholder will be
entitled to receive:

 for each Trident Share:  49 pence in cash (the "Cash Consideration")

·      The Cash Consideration values Trident's entire issued and to be
issued share capital at approximately £144 million.

·      The Cash Consideration represents a premium of approximately:

·      22.5 per cent. to the Closing Price per Trident Share of 40.0
pence on 12 June 2024 (being the latest practicable date prior to this
Announcement (the "Latest Practicable Date"));

·      42.0 per cent. to the Closing Price per Trident Share of 34.5
pence on 23 April 2024 (being the date prior to the submission of Deterra's
first non-binding, conditional proposal of 44 pence per share on 24 April
2024);

·      21.2 per cent. to the volume weighted average price per Trident
Share of 40.4 pence for the 1-month period ended on the Latest Practicable
Date;

·      31.9 per cent. to the volume weighted average price per Trident
Share of 37.1 pence for the 3-month period ended on the Latest Practicable
Date; and

·      34.7 per cent. to the volume weighted average price per Trident
Share of 36.4 pence for the 6-month period ended on the Latest Practicable
Date.

Dividends

·      If any dividend, distribution or other return of value is
announced, authorised, declared, made or paid in respect of Trident Shares on
or after the date of this Announcement and prior to the Effective Date, Bidco
reserves the right to reduce the consideration payable for each Trident Share
under the terms of the Offer by the amount per Trident Share of such dividend,
distribution or other return of value. In such circumstances, Trident
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value announced, declared, made or paid.

Background to, and reasons for, the Offer

·      The Offer represents an attractive opportunity for Deterra to
accelerate its growth strategy and create value for its shareholders.

·      Deterra's growth strategy includes acquiring additional royalties
across the bulk, base metal and battery metal segments. Through execution of
this growth strategy, Deterra is seeking to build a diversified royalty
portfolio, with:

·      strong and resilient cash flows;

·      multiple sources of earnings growth over time; and

·      leverage to Deterra's scalable operating cost structure.

·      Trident holds an attractive portfolio of royalties that would
offer Deterra geographical diversification and commodity exposure to battery
and precious metals.

·      Trident's Thacker Pass lithium asset aligns squarely with
Deterra's target investment criteria. Trident's other assets, including its La
Preciosa Silver royalty and Mimbula copper royalty, will assist Deterra in its
diversification efforts.

·      Recognised strategic investors have supported the Offer, in Regal
Funds Management Pty Limited, LIM Asia Special Situations Master Fund Limited;
Ponderosa Investments (WA) Pty Ltd and Ashanti having provided shareholder
irrevocable undertakings over approximately 24 per cent. of Trident's issued
share capital and Amati Global Investors Limited having provided a letter of
intent in respect of a further approximately 4 per cent. of Trident's issued
share capital.

Background to and reasons for the Trident Directors' recommendation

·      Since its inception in June 2020, Trident has sought to create
shareholder value through the acquisition of high quality assets. In doing so,
Trident has acquired 21 assets and now boasts a portfolio with:

·      commodity diversification and balanced exposure to precious, base
and battery metals, and bulk / industrial materials;

·      more than half of the assets generating cash flow, and several
others which are expected to begin generating cash flow in the near-to-medium
term; and

·      a flagship royalty over the Thacker Pass lithium project.

·      The Trident Board believes the consistent execution of its
strategy, coupled with the positive developments that have occurred at many of
the underlying assets over which its royalties and offtakes are held, provide
a strong platform for future growth. Accordingly, the Trident Board remains
confident in Trident's ability to succeed as an independent business.

·      However, the Trident Board also recognises that there are risks
associated with unlocking value as an independent business, including:

·      potential permitting, development, funding and operational risks
faced by operators of the underlying assets which could impact the quantum
and/or timing of cash flows to be received by Trident;

·      the current challenging equity capital markets conditions for
small-cap equities and the relatively illiquid nature of Trident's shares; and

·      the broader macroeconomic and market risks Trident is exposed to
as a listed entity.

·      Further, as part of Trident's regular communication with Trident
Shareholders, it has become clear to Trident that certain Trident
Shareholders, many of whom have been shareholders since Trident's IPO, would
welcome the opportunity for a liquidity event. While these Trident
Shareholders could theoretically seek to monetise their holdings via on-market
trades, the illiquid nature of Trident's shares means that such trades would
likely have a significant detrimental impact on Trident's share price. By
comparison, the Offer represents an opportunity for Trident Shareholders that
invested at Trident's IPO to monetise their position at a 145 per cent.
premium to the IPO price of Trident's Shares (20 pence).

·      In considering the Offer, the Trident Board has taken into
consideration Trident's independent strategy, its long-term potential value
and risks associated with achieving this value, the challenging equity capital
market conditions for small-cap equities, the relatively illiquid nature of
Trident's shares and the desire of certain Trident Shareholders to be
presented with a liquidity event.

·      The Trident Board has also given consideration to the fact that
discussions with other potential counterparties that have occurred in recent
months, have not resulted in any other proposals being received.

·      Against this backdrop, the Offer presents an opportunity for
Trident Shareholders to accelerate and de-risk the recognition of Trident's
potential future value creation, and realise an immediate and certain cash
exit for their investment at a premium to the prevailing share price over
recent months.

·      In addition to the financial terms of the Offer, the Trident
Directors have also given consideration to Deterra's stated intentions for the
business and its employees, and Deterra's integrated business model.

·      Accordingly, the Trident Directors intend to recommend
unanimously that Trident Shareholders vote (or procure votes) in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting.

Recommendation

·      The Trident Directors, who have been so advised by BMO as to the
financial terms of the Offer, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Trident Directors, BMO has taken
into account the commercial assessments of the Trident Directors. BMO is
providing independent financial advice to the Trident Directors for the
purposes of Rule 3 of the Code.

·      Accordingly, the Trident Directors intend to recommend
unanimously that Trident Shareholders vote (or procure votes) in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting, as the
Trident Directors have irrevocably undertaken to do (or procure to be done) in
respect of their interests and those of certain of their connected persons
being, in aggregate, 1,948,623 Trident Shares representing approximately 0.66
per cent. of the issued share capital of Trident as at the Latest Practicable
Date.

Irrevocable undertakings and Letter of Intent

·      In addition to the irrevocable undertakings given by the Trident
Directors referred to immediately above, Bidco has also received:

·      irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting from Regal Funds Management Pty Limited, LIM Asia Special Situations
Master Fund Limited; Ponderosa Investments (WA) Pty Ltd and Ashanti in respect
of 70,445,397 Trident Shares, in aggregate, representing approximately 24 per
cent. of Trident's issued share capital as at the Latest Practicable Date; and

·      a letter of intent to vote (or procure the voting) in favour of
the Scheme at the Court Meeting and the Resolutions at the General Meeting
from Amati Global Investors Limited in respect of 11,707,015 Trident Shares,
representing approximately 4 per cent. of Trident's issued share capital as at
the Latest Practicable Date.

·      In aggregate therefore, Bidco has received irrevocable
undertakings and a letter of intent to vote in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting from the holders of
84,101,035 Trident Shares in total representing approximately 28.7 per cent.
of Trident's issued share capital as at the Latest Practicable Date.

·      Further details of these irrevocable undertakings, including the
terms on which they cease to be binding, are set out in Appendix III to this
Announcement.

Information on Deterra and Bidco

·      Deterra Royalties Limited ("Deterra") is based in Perth,
Australia and is listed on the Australian Securities Exchange (ASX code: DRR)
with a market capitalisation of approximately A$2.4 billion as at the Latest
Practicable Date. In the financial year ended 30 June 2023, Deterra reported
total revenue of A$229 million and underlying EBITDA of A$219 million. Deterra
was formed as a separate listed entity via an in-specie distribution
(demerger) from Iluka Resources Limited in November 2020 and is a constituent
of the S&P/ASX 200 Index.

·      Deterra's principal activity is the management and growth of a
portfolio of royalty assets across a range of commodities, primarily focused
on bulk, base and battery metals. Its key royalty investment activities
involve acquisition of royalties from third parties and providing finance to
resource companies in return for royalties.

·      Deterra holds six royalties in its current portfolio, creating
growth through asset life extensions and exploration. Deterra's existing
portfolio includes royalties held over Mining Area C, in the Pilbara region of
Western Australia, its cornerstone asset, as well as five smaller royalties
including Yoongarillup/Yalyalup, Wonnerup, Eneabba and St Ives.

·      The strategy of Deterra is to expand and diversify its royalty
base over time through strategic acquisitions and the funding of high-quality
resource projects, targeting value accretive growth for Deterra's
shareholders.

·      Bidco is an Australian proprietary company and is a direct wholly
owned subsidiary of Deterra.

Timetable and conditions

·      It is intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or,
subject to the consent of the Panel and the terms of the Co-operation
Agreement, if Bidco so elects, a Takeover Offer).

·      The Offer will be made in accordance with the Code and is subject
to the Conditions and further terms set out in Appendix I to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document. The Conditions include:

·      the approval by a majority in number of Scheme Shareholders
present, entitled to vote and voting at the Court Meeting, either in person or
by proxy, representing at least 75 per cent. in value of the Scheme Shares
voted;

·      the approval of the Resolutions by the requisite majority or
majorities of Trident Shareholders at the General Meeting;

·      the sanction of the Scheme by the Court; and

·      the Scheme becoming Effective by no later than the Long Stop
Date.

·      The Offer is expected to become Effective in H2 2024 subject to
the satisfaction (or, where applicable, waiver) of the Conditions set out in
Appendix I to this Announcement.

Further details of the Offer, including an expected timetable of key events,
will be contained in the Scheme Document which is intended to be published,
along with notices of the Court Meeting and General Meeting and the Forms of
Proxy, within 28 days of the date of this Announcement, unless Trident and
Bidco otherwise agree, and the Panel consents, to a later date. Subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
the Scheme Document will also be made available on Bidco's website at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
(https://url.uk.m.mimecastprotect.com/s/IGjECgLJ6T9LYKNHN4TAA?domain=deterraroyalties.com)
and Trident's website at https://tridentroyalties.com/recommended-offer
(https://url.uk.m.mimecastprotect.com/s/2jkDCwmpZiK2kRMIVR8xr?domain=tridentroyalties.com)
.

·      Commenting on the Offer, Julian Andrews, Managing Director of
Deterra, said:

"I believe the Offer provides an attractive outcome for shareholders of both
Deterra and Trident. It is a positive step in the execution of Deterra's
growth strategy by adding quality assets to our current portfolio. For Trident
Shareholders it offers the certainty of a cash return at a significant premium
and access to liquidity not available in recent trading. We welcome the
support for the Offer of both the Trident Board and key shareholders
representing 28.7 per cent of Trident's issued capital."

·      Commenting on the Offer, Peter Bacchus, Non-Executive Chair of
Trident, said:

"Since its inception in June 2020, Trident has built shareholder value through
the acquisition of high quality royalties and now holds a diversified
portfolio of 21 assets, including the flagship Thacker Pass lithium royalty.
While the Trident Board remains confident in Trident's ability to succeed as
an independent business and to continue delivering strong results and growth
in the future, the Offer from Deterra offers Trident Shareholders both
liquidity and an immediate cash premium. As such, it presents an opportunity
for our shareholders to accelerate and de-risk the recognition of Trident's
potential future value creation, and realise a certain cash exit for their
investment."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices).

The Offer is subject to the Conditions and further terms that are set out in
Appendix I to this Announcement, and to the full terms and conditions which
will be set out in the Scheme Document. Appendix II to this Announcement
contains the bases and sources of certain information used in this
Announcement. Appendix III to this Announcement contains details relating to
the irrevocable undertakings referred to in this Announcement. Appendix IV to
this Announcement contains definitions of terms used in this Announcement.

The person responsible for arranging the release of this Announcement on
behalf of Bidco is Bronwyn Kerr.

The person responsible for arranging the release of this Announcement on
behalf of Trident is Adam Davidson.

Enquiries:

 Bidco / Deterra                                        +61 8 6277 8880
 Julian Andrews, Managing Director
 Bronwyn Kerr, General Counsel and Company Secretary

 J.P. Morgan (Financial adviser to Bidco and Deterra)   +44 (0) 20 3493 8000
 Mathew Hocking
 Jamie Riddell
 James Robinson
 Jonty Edwards

 Gresham (Financial adviser to Bidco and Deterra)       +61 2 9224 0210
 Neville Spry
 Michael Smith
 Tom Waddell

 Trident
 Adam Davidson, Chief Executive Officer                 +1 (757) 208-5171
 Richard Hughes, Chief Financial Officer                +44 (0) 7967 589997

 BMO (Rule 3 adviser and financial adviser to Trident)  +44 (0)20 7236 1010
 Gary Mattan
 Tom Rider
 Andrew Cameron
 Nick Macann

 Grant Thornton (AIM Nominated Adviser)                 +44 (0)20 7383 5100
 Colin Aaronson
 Samantha Harrison

 St Brides Partners Ltd (Financial PR & IR)             +44 20 7236 1177
 Susie Geliher
 Charlotte Page

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Deterra Group.

King & Wood Mallesons is retained as Australian legal adviser to the Wider
Deterra Group.

Simmons & Simmons LLP is retained as legal adviser to Trident.

Important Notices Relating to Financial Advisers

J.P. Morgan Securities Australia Limited, together with its affiliate, J.P.
Morgan Securities plc, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority, (together, "J.P. Morgan") is
acting as joint financial adviser exclusively for Bidco and Deterra and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Bidco and
Deterra for providing the protections afforded to clients of J.P. Morgan or
its affiliates, nor for providing advice in relation to any matter or
arrangement referred to herein.

Gresham Advisory Partners Limited (ABN 88 093 611 413) ("Gresham") is acting
as joint financial adviser for the Wider Deterra Group only in Australia, in
connection with the matters set out in this announcement. Gresham is
authorised to provide financial services to wholesale clients in Australia
only, under Australian Financial Services License no. 247113. Neither Gresham
nor any of its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Gresham in connection with this
Announcement, any statement or other matter or arrangement referred to herein
or otherwise.

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
Rule 3 adviser and financial adviser for Trident and for no one else in
connection with the matters set out or referred to in this Announcement and
will not be responsible to anyone other than Trident for providing the
protections offered to clients of BMO nor for providing advice in relation to
the matters set out or referred to in this Announcement. Neither BMO nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BMO in connection
with this Announcement, its contents and/or any matter or statement set out or
referred to herein or otherwise.

Grant Thornton UK LLP ("Grant Thornton") is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is acting as nominated
adviser for Trident and for no one else in connection with the matters set out
or referred to in this Announcement and will not be responsible to anyone
other than Trident for providing the protections offered to clients of Grant
Thornton nor for providing advice in relation to the matters set out or
referred to in this Announcement. Neither Grant Thornton nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Grant Thornton in connection
with this Announcement, any matter or statement set out or referred to herein
or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Scheme Document (or, in the event that
the Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which, together with the Forms of Proxy, will contain the full
terms and conditions of the Offer, including details of how to vote in respect
of the Scheme. Any voting decision or response in relation to the Offer should
be made solely on the basis of the information contained in the Scheme
Document (or, in the event that the Offer is to be implemented by means of a
Takeover Offer, the Offer Document). Trident Shareholders are advised to read
the formal documentation in relation to the Offer carefully once it has been
published. Each Trident Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore any persons who are not resident in
the United Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
vote their Trident Shares in respect of the Scheme at the Court Meeting or the
General Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law or regulations, the companies and persons involved
in the Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that jurisdiction, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws in
that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Offer.

Further details in relation to Trident Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notice to U.S. Investors in Trident

The Offer relates to the shares of a company registered under the laws of
England and Wales and is proposed to be made by way of a scheme of arrangement
provided for under Part 26 of the Companies Act. This Announcement, the Scheme
Document and certain other documents relating to the Offer have been or will
be prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. The Offer, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules under the
U.S. Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly,
the Offer is subject to the procedural and disclosure requirements of and
practices applicable in the UK to a scheme of arrangement involving a target
company in England with its securities admitted to trading on the London Stock
Exchange, which differ from the procedural and disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco exercises
its right to implement the Offer by way of a Takeover Offer and determines to
extend the Takeover Offer into the United States, the Takeover Offer will be
made in compliance with applicable U.S. laws and regulations including without
limitation and to the extent applicable, under Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder as well as the U.S. Securities Act
of 1933, as amended. Such a Takeover Offer would be made in the United States
by Bidco and no one else.

The financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the Offer,
has been or will be prepared in accordance with International Financial
Reporting Standards or other reporting standards or accounting practice
applicable in the United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with U.S. generally accepted accounting principles.
None of the financial information in this Announcement has been audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).

It may be difficult for U.S. Trident Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the Offer,
because Trident is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S. Trident
Shareholders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United States.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or judgment.

U.S. Trident Shareholders also should be aware that the Offer may have tax
consequences in the United States and that such consequences, if any, are not
described herein. The receipt of cash by a U.S. holder of Trident Shares as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws.

U.S. Trident Shareholders (including U.S. holders) are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Offer.

Notice to Trident Shareholders in Australia

To the extent that this Announcement is received by a Trident Shareholder in
Australia, it is provided in reliance upon ASIC Corporations (Unsolicited
Offers-Foreign Bids) Instrument 2015/1070.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Deterra, Bidco or Trident contain statements which are, or may be
deemed to be, "forward-looking statements" with respect to Deterra, Bidco,
Trident and the Enlarged Deterra Group. These forward-looking statements can
be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or other words
of similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Deterra Group or the Trident Group; and (iii) the effects of government
regulation on the business of the Deterra Group or the Trident Group. There
are many factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among such factors
are the satisfaction (or, where permitted, waiver) of the Conditions as well
as additional factors, such as domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict), disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations, the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Deterra Group to realise successfully any
anticipated synergy benefits when the Offer is implemented (including changes
to the board and/or employee composition of the Enlarged Deterra Group), the
inability of the Deterra Group to integrate successfully the Trident Group's
operations and programmes when the Offer is implemented, the Enlarged Deterra
Group incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Offer when the Offer is
implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Trident,
Deterra and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this Announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this Announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement. None of the Deterra
Group nor Trident Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to Deterra,
Bidco or Trident or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in
this section. Other than in accordance with their legal or regulatory
obligations (including under the Code, MAR and the AIM Rules), neither of
Deterra, Bidco nor Trident is under or undertakes any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended, or is to be construed, as a
profit forecast or estimate for any period or a quantified financial benefits
statement and no statement in this Announcement should be interpreted to mean
that earnings or earnings per ordinary share, for Deterra, Bidco or Trident,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Deterra, Bidco or Trident, respectively.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel and subject
to the terms of the Co-operation Agreement, to implement the Offer by way of a
Takeover Offer for the entire issued and to be issued share capital of Trident
as an alternative to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Bidco so decides, on such other terms
being no less favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to the
amendment referred to in Part C of Appendix I to this Announcement.

Electronic Communication - Information Relating to Trident Shareholders

Addresses, electronic addresses and certain other information provided by
Trident Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Trident may be provided to
Bidco during the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.

Publication on Website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
(https://url.uk.m.mimecastprotect.com/s/IGjECgLJ6T9LYKNHN4TAA?domain=deterraroyalties.com)
and Trident's website at https://tridentroyalties.com/recommended-offer
(https://url.uk.m.mimecastprotect.com/s/2jkDCwmpZiK2kRMIVR8xr?domain=tridentroyalties.com)
by no later than 12 noon on the Business Day following the date of this
Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Code, Trident Shareholders, persons with
information rights and participants in the Trident Share Scheme may request a
hard copy of this Announcement by contacting Trident's registrar, Neville
Registrars, on +44 (0) 121 585 1131 or by sending a request in writing to
Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD. Calls
are charged at the standard geographic rate and will vary by provider. Calls
from outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. to 5.00 p.m.
(London time), Monday to Friday excluding for public holidays in England and
Wales. Please note that Neville Registrars cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security and
training purposes. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may, subject
to applicable securities laws, also request that all future documents,
announcements and information be sent to them in relation to the Offer in hard
copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7
of MAR. Market soundings (as defined in MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in MAR) as permitted by MAR. This inside information
is set out in this Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of such inside
information relating to Trident and its securities.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Trident confirms that, as at the
Latest Practicable Date, it had in issue 293,079,382 ordinary shares of £0.01
each. The International Securities Identification Number (ISIN) for Trident
Shares is GB00BF7J2535.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

13 JUNE 2024

RECOMMENDED CASH OFFER

for

TRIDENT ROYALTIES PLC

by

DETERRA GLOBAL HOLDINGS PTY LTD

(a direct wholly owned subsidiary of Deterra Royalties Limited)

(to be implemented by way of a scheme of arrangement

under Part 26 of the Companies Act 2006)

1.         Introduction

The boards of directors of Deterra Global Holdings Pty Ltd ("Bidco") and
Trident Royalties Plc ("Trident") are pleased to announce that they have
reached agreement on the terms and conditions of a recommended all-cash offer
by Bidco for the entire issued and to be issued share capital of Trident (the
"Offer").

It is intended that the Offer will be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (although Bidco
reserves the right to implement the Offer by way of a Takeover Offer, with the
consent of the Panel).

2.         The Offer

Under the terms of the Offer, each Trident Shareholder will be entitled to
receive:

 for each Trident Share:  49 pence in cash (the "Cash Consideration")

The Cash Consideration values Trident's entire issued and to be issued share
capital at approximately £144 million.

The Cash Consideration represents a premium of approximately:

·      22.5 per cent. to the Closing Price per Trident Share of 40.0
pence on 12 June 2024 (being the latest practicable date prior to this
Announcement (the "Latest Practicable Date"));

·      42.0 per cent. to the Closing Price per Trident Share of 34.5
pence on 23 April 2024 (being the date prior to the submission of Deterra's
first non-binding, conditional proposal of 44 pence per share on 24 April
2024);

·      21.2 per cent. to the volume weighted average price per Trident
Share of 40.4 pence for the 1-month period ended on the Latest Practicable
Date;

·      31.9 per cent. to the volume weighted average price per Trident
Share of 37.1 pence for the 3-month period ended on the Latest Practicable
Date; and

·      34.7 per cent. to the volume weighted average price per Trident
Share of 36.4 pence for the 6-month period ended on the Latest Practicable
Date.

The Trident Shares will be acquired by Bidco fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
any other third-party rights or interests whatsoever and together with all
rights existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made or paid or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the Effective Date in
respect of the Trident Shares.

If any dividend, distribution or other return of value is announced,
authorised, declared, made or paid in respect of Trident Shares on or after
the date of this Announcement and prior to the Effective Date, Bidco reserves
the right to reduce the consideration payable for each Trident Share under the
terms of the Offer by the amount per Trident Share of such dividend,
distribution or other return of value. In such circumstances, Trident
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value announced, declared, made or paid.

3.         Background to, and Reasons for, the Offer

The Offer represents an attractive opportunity for Deterra to accelerate its
growth strategy and create value for its shareholders.

Deterra's growth strategy includes acquiring additional royalties across the
bulk, base metal and battery metal segments. Through execution of this growth
strategy, Deterra is seeking to build a diversified royalty portfolio, with:

·      strong and resilient cash flows;

·      multiple sources of earnings growth over time; and

·      leverage to Deterra's scalable operating cost structure.

Trident holds an attractive portfolio of royalties that would offer Deterra
geographical diversification and commodity exposure to battery and precious
metals.

Trident's Thacker Pass lithium asset aligns squarely with Deterra's target
investment criteria. Trident's other assets, including its La Preciosa Silver
royalty and Mimbula copper royalty, will assist Deterra in its diversification
efforts.

Recognised strategic investors have supported the Offer, in Regal Funds
Management Pty Limited, LIM Asia Special Situations Master Fund Limited;
Ponderosa Investments(WA) Pty Ltd and Ashanti having provided shareholder
irrevocable undertakings over approximately 24 per cent. of Trident's issued
share capital and Amati Global Investors Limited having provided a letter of
intent in respect of a further approximately 4 per cent. of Trident's issued
share capital.

4.         Recommendation

The Trident Directors, who have been so advised by BMO as to the financial
terms of the Offer, consider the terms of the Offer to be fair and reasonable.
In providing its advice to the Trident Directors, BMO has taken into account
the commercial assessments of the Trident Directors. BMO is providing
independent financial advice to the Trident Directors for the purposes of Rule
3 of the Code.

Accordingly, the Trident Directors intend to recommend unanimously that
Trident Shareholders vote (or procure votes) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting, as the Trident
Directors have irrevocably undertaken to do (or procure to be done) in respect
of their interests and those of certain of their connected persons being, in
aggregate, 1,948,623 Trident Shares representing approximately 0.66 per cent.
of the issued share capital of Trident as at the Latest Practicable Date.

5.         Background to and Reasons for the Recommendation

Since its inception in June 2020, Trident has sought to create shareholder
value through the acquisition of high quality assets. In doing so, Trident has
acquired 21 assets and now boasts a portfolio with:

·      commodity diversification and balanced exposure to precious, base
and battery metals, and bulk / industrial materials;

·      more than half of the assets generating cash flow, and several
others which are expected to begin generating cash flow in the near-to-medium
term; and

·      a flagship royalty over the Thacker Pass lithium project.

The Trident Board believes the consistent execution of its strategy, coupled
with the positive developments that have occurred at many of the underlying
assets over which its royalties and offtakes are held, provide a strong
platform for future growth. Accordingly, the Trident Board remains confident
in Trident's ability to succeed as an independent business.

However, the Trident Board also recognises that there are risks associated
with unlocking value as an independent business, including:

·      potential permitting, development, funding and operational risks
faced by operators of the underlying assets which could impact the quantum
and/or timing of cash flows to be received by Trident;

·      the current challenging equity capital markets conditions for
small-cap equities and the relatively illiquid nature of Trident's shares; and

·      the broader macroeconomic and market risks Trident is exposed to
as a listed entity.

Further, as part of Trident's regular communication with Trident Shareholders,
it has become clear to Trident that certain Trident Shareholders, many of whom
have been shareholders since Trident's IPO, would welcome the opportunity for
a liquidity event. While these Trident Shareholders could theoretically seek
to monetise their holdings via on-market trades, the illiquid nature of
Trident's shares means that such trades would likely have a significant
detrimental impact on Trident's share price. By comparison, the Offer
represents an opportunity for Trident Shareholders that invested at Trident's
IPO to monetise their position at a 145 per cent. premium to the IPO price of
Trident's Shares (20 pence).

In considering the Offer, the Trident Board has taken into consideration
Trident's independent strategy, its long-term potential value and risks
associated with achieving this value, the challenging equity capital market
conditions for small-cap equities, the relatively illiquid nature of Trident's
shares and the desire of certain Trident Shareholders to be presented with a
liquidity event.

The Trident Board has also given consideration to the fact that discussions
with other potential counterparties that have occurred in recent months, have
not resulted in any other proposals being received.

Against this backdrop, the Offer presents an opportunity for Trident
Shareholders to accelerate and de-risk the recognition of Trident's potential
future value creation, and realise an immediate and certain cash exit for
their investment at a premium to the prevailing share price over recent
months.

In addition to the financial terms of the Offer, the Trident Directors have
also given consideration to Deterra's stated intentions for the business and
its employees, and Deterra's integrated business model.

Accordingly, the Trident Directors intend to recommend unanimously that
Trident Shareholders vote (or procure votes) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting.

6.         Irrevocable undertakings and Letter of Intent

In addition to the irrevocable undertakings given by the Trident Directors, as
set out in Section 4 above, Bidco has also received:

·      irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting from Regal Funds Management Pty Limited, LIM Asia Special Situations
Master Fund Limited; Ponderosa Investments(WA) Pty Ltd and Ashanti in respect
of 70,445,397 Trident Shares, in aggregate, representing approximately 24 per
cent. of Trident's issued share capital as at the Latest Practicable Date; and

·      a letter of intent to vote (or procure the voting) in favour of
the Scheme at the Court Meeting and the Resolutions at the General Meeting
from Amati Global Investors Limited in respect of 11,707,015 Trident Shares,
representing approximately 4 per cent. of Trident's issued share capital as at
the Latest Practicable Date.

In aggregate therefore, Bidco has received irrevocable undertakings and a
letter of intent to vote in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting from the holders of 84,101,035 Trident
Shares in total representing approximately 28.7 per cent. of Trident's issued
share capital as at the Latest Practicable Date.

Further details of these irrevocable undertakings, including the terms on
which they cease to be binding, are set out in Appendix III to this
Announcement.

7.         Information on Deterra, Bidco and Trident

Deterra

Deterra Royalties Limited ("Deterra") is based in Perth, Australia and is
listed on the Australian Securities Exchange (ASX code: DRR) with a market
capitalisation of approximately A$2.4 billion as at the Latest Practicable
Date. In the financial year ended 30 June 2023, Deterra reported total revenue
of A$229 million and underlying EBITDA of A$219 million. Deterra was formed as
a separate listed entity via an in-specie distribution (demerger) from Iluka
Resources Limited in November 2020 and is a constituent of the S&P/ASX 200
Index.

Deterra's principal activity is the management and growth of a portfolio of
royalty assets across a range of commodities, primarily focused on bulk, base
and battery metals. Its key royalty investment activities involve acquisition
of royalties from third parties and providing finance to resource companies in
return for royalties.

Deterra holds six royalties in its current portfolio, creating growth through
asset life extensions and exploration. Deterra's existing portfolio includes
royalties held over Mining Area C, in the Pilbara region of Western Australia,
its cornerstone asset, as well as five smaller royalties including
Yoongarillup/Yalyalup, Wonnerup, Eneabba and St Ives.

The strategy of Deterra is to expand and diversify its royalty base over time
through strategic acquisitions and the funding of high-quality resource
projects targeting value accretive growth for Deterra's shareholders.

Bidco

Bidco is a direct wholly owned subsidiary of Deterra. It is an Australian
proprietary company and was incorporated and registered in Australia on 20
October 2022 as A.C.N. 663 260 357 Pty Ltd and changed its name on 30 May 2024
to Deterra Global Holdings Pty Ltd. Prior to the date of this Announcement
Bidco, has not undertaken any business other than to enter into the agreements
referred to in this Announcement and accede to the financing arrangements of
the Wider Deterra Group.

Information on Trident

Trident was incorporated on 25 April 2018 in England and Wales as Trident
Resources plc with company number 11328666 and changed its name to Trident
Royalties Plc on 2 July 2020.

Trident is a growth-focused diversified mining royalty and streaming company,
with a diversified and highly cash generative portfolio of royalties and
offtakes. Trident's current portfolio provides investors with exposure to
base, precious, bulk and battery metals, including lithium, gold, silver,
copper, zinc, mineral sands and iron ore. Trident made five acquisitions
during 2023, and generated US$11 million in royalty and offtake revenues in
FY2023.

Trident is admitted to trading on AIM (AIM:TRR) and on the Open Market of the
Frankfurt Stock Exchange (FSE:5KV). Trident's Shares also trade on the OTCQB
in the United States (OTCQB:TDTRF). Trident's registered office is located in
London, UK.

8.         Financing

Bidco, as borrower, and Deterra have entered into a bridge facility agreement
with J.P. Morgan Chase Bank, N.A. dated 13 June 2024 (the "Bridge Facility
Agreement"), pursuant to which a £150 million loan facility is being made
available to Bidco to ensure that Bidco will be able to finance the cash
consideration payable pursuant to the Offer, consistent with the requirements
of Rules 2.7(d) and 24.8 of the Code.

It is possible that prior to completion of the Offer, the commitments under
the Bridge Facility Agreement will be reduced or replaced by other debt
facilities expected to be available to Bidco.

Further information in respect of the Bridge Facility Agreement will be
included in the Scheme Document.

J.P. Morgan Cazenove, in its capacity as financial adviser to Bidco and
Deterra, is satisfied that sufficient resources are available to Bidco to
enable it to satisfy in full the Cash Consideration payable to Trident
Shareholders under the terms of the Offer.

9.         Strategic Plans with regards to the Business, Directors,
Management, Employees, Pensions, Research and Development, Locations

Strategic plans for Trident

Deterra recognises the quality of Trident's assets and believes they are an
attractive fit for its own portfolio. As set out above, Deterra believes the
acquisition of Trident represents a highly attractive opportunity for Deterra
to grow and diversify.

Following the Effective Date, Deterra intends to integrate Trident's business
and assets, comprising Trident's key portfolio of lithium, copper, silver and
iron ore royalties and gold offtake arrangements, into Deterra's existing
operating model. In that regard, it is noted that gold is not core to
Deterra's target commodity focus, and hence Deterra will look to assess where
Trident's gold offtakes fit within Deterra's longer-term strategy
post-completion of the Offer. This may result in a decision to retain these
assets or seek to divest them.

Directors, management and employees

Prior to this Announcement, Deterra has been granted access to Trident
information for the purposes of conducting a confirmatory due diligence
exercise only. Deterra has not yet had the opportunity to finalise a detailed
strategy for all of Trident's operations and employees.

Deterra intends to undertake an evaluation of Trident and all of its business
operations including employees shortly following completion of the Offer.
Although no firm decisions or proposals have been made at this stage, this
review will include an assessment of duplicative roles. It will likely result
in the loss of the majority of roles within Trident including roles relating
to Trident's status as a UK listed company. The evaluation, preparation, and
implementation of headcount reductions will be subject to comprehensive
planning and all legally required information and consultation. Any
individuals affected will be treated in a manner consistent with the
established high standards and culture of Deterra and in accordance with all
applicable laws.

Pension Schemes

Trident does not operate a defined benefit pension scheme. Deterra also
understands that, given its small number of employees, Trident does not have
its own pension scheme. Instead, in applicable jurisdictions, Trident makes
contributions to the relevant governmental statutory retirement scheme.
Deterra does not intend to make any changes to Trident's current contribution
rates to such schemes.

Management incentivisation arrangements

Deterra has not entered into, and has not discussed, any form of
incentivisation arrangements with members of Trident's management. Following
its review of Trident's business operations and employees noted above, Deterra
is likely to discuss the adoption of appropriate incentivisation arrangements
for certain members of the management team following the Effective Date.

Locations of business, fixed assets, headquarters and research and development

As part of the evaluation of Trident's business noted above, Deterra will
assess the use of Trident's only office arrangements, which are its London
head office. Deterra does not wish to pre-empt the results of that evaluation.
However, it is likely that, following the evaluation, Deterra will decide to
close Trident's current London head office arrangement.

Trident does not have any other fixed assets (including office space), and
accordingly Deterra has no further intentions in this regard. Trident has a
small number of employees based in other locations (Denver, Zurich and Perth),
who will be impacted by the evaluation of Trident's business, but does not
have any offices in those locations.

Similarly, Trident has no research and development function and accordingly
Deterra has no intention in this regard.

Trading facilities

The Trident Shares are currently admitted to trading on AIM and on the Open
Market of the Frankfurt Stock Exchange ("FSE"). The Trident Shares also trade
on the OTCQB in the United States. Subject to the Offer becoming Effective, an
application will be made to the London Stock Exchange to cancel the admission
of the Trident Shares to trading on AIM. Applications will also be made as
necessary to cease trading on the FSE and the OTCQB. Following which Trident
will be re-registered as a private limited company.

No statements in this Section 9 are "post-offer undertakings" for the purposes
of Rule 19.5 of the Code.

10.        Trident Share Scheme and Warrants

Trident Share Scheme

Participants in the Trident Share Scheme will be contacted regarding the
effect of the Offer on their rights under the Trident Share Scheme, and, where
relevant, appropriate proposals will be made to such participants in
accordance with Rule 15 of the Code. Further details of such proposals will be
set out in the Scheme Document and in separate letters to be sent to the
participants in the Trident Share Scheme in due course. No formal proposals
will be made to participants in the Trident Share Scheme under Rule 15 of the
Code in respect of any options granted under the Trident Share Scheme which
have an exercise price which is greater than the Cash Consideration.

Warrants

Pursuant to the Warrant Instrument, the Warrant Holder has a right to
subscribe for up to 14,840,517 Trident Shares at the subscription price of
50.974 pence per Trident Share ("Warrants"). Since all outstanding Warrants
have an exercise price which is greater than the Cash Consideration, no formal
proposals will be made to the Warrant Holder in respect of its Warrants under
Rule 15 of the Code.

11.        Offer-related Arrangements

Confidentiality Agreement

Deterra and Trident entered into a confidentiality agreement on 18 May 2024
(the "Confidentiality Agreement"), pursuant to which Deterra has undertaken
(in respect of itself and its Authorised Representatives (as such term is
defined in the Confidentiality Agreement)) to keep confidential information
relating to, among other things, Trident and not to disclose it to third
parties (with certain exceptions) unless required by law or regulation or
permitted pursuant to limited carve-outs to the obligations of
confidentiality. The Confidentiality Agreement also includes customary
standstill and non-solicitation obligations applicable to Deterra and its
Affiliates (as such term is defined in the Confidentiality Agreement).

The confidentiality obligations will remain in force until the earlier of the
date the Scheme becomes Effective or the date falling 18 months from the date
of the Confidentiality Agreement.

Co-operation Agreement

Bidco, Deterra and Trident have entered into the Co-operation Agreement. Under
the Co-operation Agreement, among other things: (i) Bidco and Deterra have
agreed to use all reasonable endeavours to secure any regulatory clearances as
soon as reasonably practicable; (ii) Bidco has agreed to provide Trident with
certain information for the purposes of the Scheme Document and to otherwise
assist with the preparation of the Scheme Document; and (iii) Bidco and
Trident have agreed to certain provisions providing Bidco with the ability to
elect to effect the Offer by way of a Takeover Offer rather than the Scheme
with the consent of the Panel (and Bidco and Trident have agreed to certain
customary provisions if Bidco does elect to implement the Offer by means of a
Takeover Offer).

The Co-operation Agreement also contains provisions that will apply in respect
of the proposals to be made in regard to the Trident Share Scheme, pursuant to
Rule 15 of the Code. Among other things, the Co-operation Agreement records
that, in accordance with the rules of the Trident Share Scheme and as agreed
between Bidco and Trident, discretion has been exercised by the Remuneration
Committee of the Trident Board that upon exercise of the options granted under
the Trident Share Scheme, such options will be settled in cash and no Trident
Shares will be issued in connection with such exercise.

The Co-operation Agreement will be terminated, among other things: (i) upon
written notice given by Bidco to Trident where: (a) the Trident Directors
recommend a competing proposal; (b) if the Trident Board's recommendation
changes in a manner that is adverse in the context of the Offer; or (c)
certain milestones in connection with the Scheme are not achieved in
accordance with agreed timeframes; (ii) upon written notice of Bidco to
Trident or by Trident to Bidco where: (a) the Offer is withdrawn, terminates
or lapses in accordance with its terms; (b) prior to the Long Stop Date, a
Condition which has been invoked by Bidco (where the invocation of the
relevant Condition is permitted by the Panel); or (c) the Scheme is not
approved at the meeting of Scheme Shareholders and/or the Resolutions are not
approved at the General Meeting; or (iii) the parties agree in writing.

12.        Structure of the Offer

Scheme

It is intended that the Offer will be implemented by way of a Court-sanctioned
scheme of arrangement between Trident and the Trident Shareholders under Part
26 of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued share capital of Trident. This is to be
achieved by the transfer of the Scheme Shares to Bidco (or a nominee of Bidco)
in consideration for which the Scheme Shareholders who are on the Trident
register of members at the Scheme Record Time will receive the Cash
Consideration on the basis set out in Section 2 of this Announcement.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, among other things, the:

(a)        approval of a majority in number of the Scheme Shareholders
who are present and vote, either in person or by proxy, at the Court Meeting
and who represent not less than 75 per cent. in value of the Scheme Shares
voted by those Scheme Shareholders; and

(b)        approval of the requisite majorities of the votes cast,
either in person or by proxy, in respect of the Resolutions at the General
Meeting.

Application to Court to Sanction the Scheme

Once the approvals of the Scheme Shareholders have been obtained at the Court
Meeting and the Trident Shareholders at the General Meeting, and the other
Conditions have been satisfied or (where applicable) waived, the Scheme must
be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of a
copy of the Court Order to the Registrar of Companies. Upon the Scheme
becoming Effective, it will be binding on all Trident Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
General Meeting, or whether they voted in favour of or against the Scheme.

The Cash Consideration will be despatched by Trident to Scheme Shareholders no
later than 14 days after the Effective Date. In addition, share certificates
in respect of Trident Shares will cease to be valid and entitlements to
Trident Shares held within the CREST system will be cancelled.

Full Details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, along with the
notice of the Court Meeting and the General Meeting and the Forms of Proxy.
The Scheme Document will also include the expected timetable for the Offer and
the actions to be taken by Trident Shareholders.

The Scheme will be governed by English law. The Scheme will be subject to the
jurisdiction of the English courts and the applicable requirements of the
Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.

It is expected that the Scheme Document, along with the notice of the Court
Meeting and the General Meeting and the Forms of Proxy will be published and
sent to Trident Shareholders and, for information only, to participants in the
Trident Share Scheme within 28 days of this Announcement, unless Bidco and
Trident otherwise agree, and the Panel consents, to a later date.

At this stage, subject to the approval and availability of the Court (which is
subject to change), and subject to the satisfaction (or, where applicable,
waiver) of the Conditions, Bidco expects the Offer will become Effective in H2
2024.

Subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on Bidco's
website at www.deterraroyalties.com/investors/proposed-acquisition-of-trident
(https://url.uk.m.mimecastprotect.com/s/IGjECgLJ6T9LYKNHN4TAA?domain=deterraroyalties.com)
and Trident's website at https://tridentroyalties.com/recommended-offer
(https://url.uk.m.mimecastprotect.com/s/2jkDCwmpZiK2kRMIVR8xr?domain=tridentroyalties.com)
.

Conditions to the Offer

The Offer will be subject to the Conditions and further terms set out in full
in Appendix I to this Announcement and to be set out in the Scheme Document.

The Conditions set out in paragraphs 1 and 2 of Appendix I to this
Announcement provide that the Scheme will lapse if:

(a)        it does not become Effective by 11.59 p.m. on the Long Stop
Date;

(b)        the Court Meeting is not held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as (a) may be agreed between Bidco
and Trident; or (b) (in a competitive situation) specified by Bidco with the
consent of the Panel and, in either case, if required, as the Court may
allow);

(c)        the General Meeting is not held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as (a) may be agreed between Bidco
and Trident; or (b) (in a competitive situation) specified by Bidco with the
consent of the Panel and, in either case, if required, as the Court may
allow); or

(d)        the Scheme is not sanctioned on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date as (a) may be agreed between Bidco and Trident;
or (b) (in a competitive situation) specified by Bidco with the consent of the
Panel and, in either case, if required, as the Court may allow) and a copy of
the Court Order is not delivered to the Registrar of Companies.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, and subject
to the terms of the Co-operation Agreement, to implement the Offer by way of a
Takeover Offer for the entire issued and to be issued share capital of Trident
as an alternative to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Bidco so decides, on such other terms
being no less favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to the
amendment referred to in Part C of Appendix I to this Announcement.

13.        Cancellation of admission to trading on AIM and the FSE of
the Trident Shares and Re-registration

It is intended that dealings in Trident Shares on AIM, the Open Market of the
Frankfurt Stock Exchange ("FSE") and the OTCQB will be suspended on or shortly
before the Effective Date at a time to be set out in the Scheme Document or as
separately announced following the date of this Announcement.

It is further intended that an application will be made to the London Stock
Exchange for the cancellation of the admission to trading of the Trident
Shares on AIM with effect on, or shortly after, the Effective Date and that
applications will be made as necessary to cancel trading in Trident Shares on
the FSE and OTCQB in each case to take effect on, or shortly after, the
Effective Date.

It is currently expected that the last day of dealings in Trident Shares on
AIM and the Open Market of the FSE will be the Business Day immediately prior
to the Effective Date, and that no transfers will be registered on AIM after
6.00 p.m. on that date and no transfers will be registered on the Open Market
of the FSE after the close of trading on that date.

Upon the Scheme becoming Effective, share certificates in respect of the
Trident Shares will cease to be valid. In addition, entitlements to Trident
Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Trident
will be re-registered as a private limited company under the relevant
provisions of the Companies Act.

14.        Disclosure of Interests in Trident

As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in Section 6 of this Announcement, none
of Bidco or any of its directors or, so far as Bidco is aware, any person
acting, or deemed to be acting, in concert with Bidco had:

·      any interest in, or right to subscribe for, any relevant
securities of Trident;

·      any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, relevant securities of
Trident;

·      procured an irrevocable commitment or letter of intent to accept
the terms of the Offer in respect of relevant securities of Trident; or

·      borrowed or lent, or entered into any financial collateral
arrangements or dealing arrangements in respect of, any relevant securities of
Trident.

Furthermore, no indemnity or dealing arrangement (of the kind referred to in
Note 11 of the definition of "acting in concert" in the Code) exists between
Bidco or Trident or, so far as Bidco is aware, any person acting in concert
with Bidco or Trident in relation to relevant securities of Trident.

An "interest in" securities for these purposes arises, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In particular, a
person will be treated as having an 'interest' by virtue of the ownership,
voting rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to securities.

15.        Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Trident confirms that, as at the
Latest Practicable Date, it had in issue 293,079,382 ordinary shares of £0.01
each admitted to trading on AIM. The International Securities Identification
Number (ISIN) for Trident Shares is GB00BF7J2535.

16.        General

The Offer will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document.

Each of J.P. Morgan, Gresham and BMO has given and not withdrawn their consent
to the publication of this Announcement with the inclusion herein of the
references to their names in the form and context in which they appear.

Appendix II to this Announcement contains the bases and sources of certain
information used in this Announcement. Appendix III to this Announcement
contains details of the irrevocable undertakings referred to in this
Announcement. Appendix IV to this Announcement contains definitions of terms
used in this Announcement.

17.        Documents Available on a Website

Subject to certain restrictions relating to persons in Restricted
Jurisdictions, copies of the following documents will, by no later than 12
noon on the Business Day following the date of this Announcement, be made
available on Deterra's website at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
(https://url.uk.m.mimecastprotect.com/s/IGjECgLJ6T9LYKNHN4TAA?domain=deterraroyalties.com)
and Trident's website at https://tridentroyalties.com/recommended-offer
(https://url.uk.m.mimecastprotect.com/s/2jkDCwmpZiK2kRMIVR8xr?domain=tridentroyalties.com)
(as applicable) until the end of the Offer Period:

(a)        this Announcement;

(b)        the Confidentiality Agreement;

(c)        the Co-operation Agreement;

(d)        the documents relating to the financing of the Offer
referred to in Section 8 of this Announcement;

(e)        the irrevocable undertakings and letter of intent referred
to in Section 6 of this Announcement and summarised in Appendix III to this
Announcement; and

(f)         consent letters from each of BMO, J.P. Morgan and Gresham.

Neither the contents of Deterra's website or the contents of Trident's
website, nor the content of any other website accessible from hyperlinks on
either such website, is incorporated into, or forms part of, this
Announcement.

The person responsible for arranging the release of this Announcement on
behalf of Bidco is Bronwyn Kerr.

The person responsible for arranging the release of this Announcement on
behalf of Trident is Adam Davidson.

Enquiries:

 Bidco / Deterra                                        +61 8 6277 8880
 Julian Andrews, Managing Director
 Bronwyn Kerr, General Counsel and Company Secretary

 J.P. Morgan (Financial adviser to Bidco and Deterra)   +44 (0) 20 3493 8000
 Mathew Hocking
 Jamie Riddell
 James Robinson
 Jonty Edwards

 Gresham (Financial adviser to Bidco and Deterra)       +61 2 9224 0210
 Neville Spry
 Michael Smith
 Tom Waddell

 Trident
 Adam Davidson, Chief Executive Officer                 +1 (757) 208-5171
 Richard Hughes, Chief Financial Officer                +44 (0) 7967 589997

 BMO (Rule 3 adviser and financial adviser to Trident)  +44 (0)20 7236 1010
 Gary Mattan
 Tom Rider
 Andrew Cameron
 Nick Macann

 Grant Thornton (AIM Nominated Adviser)                 +44 (0)20 7383 5100
 Colin Aaronson
 Samantha Harrison

 St Brides Partners Ltd (Financial PR & IR)             +44 20 7236 1177
 Susie Geliher
 Charlotte Page

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Deterra Group.

King & Wood Mallesons is retained as Australian legal adviser to the Wider
Deterra Group.

Simmons & Simmons LLP is retained as legal adviser to Trident.

Important Notices Relating to Financial Advisers

J.P. Morgan Securities Australia Limited, together with its affiliate, J.P.
Morgan Securities plc, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority, (together, "J.P. Morgan") is
acting as joint financial adviser exclusively for Bidco and Deterra and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Bidco and
Deterra for providing the protections afforded to clients of J.P. Morgan or
its affiliates, nor for providing advice in relation to any matter or
arrangement referred to herein.

Gresham Advisory Partners Limited (ABN 88 093 611 413) ("Gresham") is acting
as joint financial adviser for the Wider Deterra Group only in Australia, in
connection with the matters set out in this announcement. Gresham is
authorised to provide financial services to wholesale clients in Australia
only, under Australian Financial Services License no. 247113.  Neither
Gresham nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Gresham in connection with this
Announcement, any statement or other matter or arrangement referred to herein
or otherwise.

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
Rule 3 adviser and financial adviser for Trident and for no one else in
connection with the matters set out or referred to in this Announcement and
will not be responsible to anyone other than Trident for providing the
protections offered to clients of BMO nor for providing advice in relation to
the matters set out or referred to in this Announcement. Neither BMO nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BMO in connection
with this Announcement, its contents and/or any matter or statement set out or
referred to herein or otherwise.

Grant Thornton UK LLP ("Grant Thornton") is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is acting as nominated
adviser for Trident and for no one else in connection with the matters set out
or referred to in this Announcement and will not be responsible to anyone
other than Trident for providing the protections offered to clients of Grant
Thornton nor for providing advice in relation to the matters set out or
referred to in this Announcement. Neither Grant Thornton nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Grant Thornton in connection
with this Announcement, any matter or statement set out or referred to herein
or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Scheme Document (or, in the event that
the Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which, together with the Forms of Proxy, will contain the full
terms and conditions of the Offer, including details of how to vote in respect
of the Scheme. Any voting decision or response in relation to the Offer should
be made solely on the basis of the information contained in the Scheme
Document (or, in the event that the Offer is to be implemented by means of a
Takeover Offer, the Offer Document). Trident Shareholders are advised to read
the formal documentation in relation to the Offer carefully once it has been
published. Each Trident Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore any persons who are not resident in
the United Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
vote their Trident Shares in respect of the Scheme at the Court Meeting or the
General Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law or regulations, the companies and persons involved
in the Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that jurisdiction, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws in
that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Offer.

Further details in relation to Trident Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notice to U.S. Investors in Trident

The Offer relates to the shares of a company registered under the laws of
England and Wales and is proposed to be made by way of a scheme of arrangement
provided for under Part 26 of the Companies Act. This Announcement, the Scheme
Document and certain other documents relating to the Offer have been or will
be prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. The Offer, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules under the
U.S. Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly,
the Offer is subject to the procedural and disclosure requirements and
practices applicable in the UK to a scheme of arrangement involving a target
company in England with its securities admitted to trading on the London Stock
Exchange, which differ from the procedural and disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco exercises
its right to implement the Offer by way of a Takeover Offer and determines to
extend the Takeover Offer into the United States, the Takeover Offer will be
made in compliance with applicable U.S. laws and regulations including without
limitation and to the extent applicable, under Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder, as well as the U.S. Securities Act
of 1933, as amended. Such a Takeover Offer would be made in the United States
by Bidco and no one else.

The financial information that is included in this Announcement or that many
be included in the Scheme Document, or any other documents relating to the
Offer, has been or will be prepared in accordance with International Financial
Reporting Standards or other reporting standards or accounting practice
applicable in the United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with U.S. generally accepted accounting principles.
None of the financial information in this Announcement has been audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).

It may be difficult for U.S. Trident Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the Offer,
because Trident is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S. Trident
Shareholders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United States.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or judgment.

U.S. Trident Shareholders also should be aware that the Offer may have tax
consequences in the United States and that such consequences, if any, are not
described herein. The receipt of cash by a U.S. holder of Trident Shares as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws.

U.S. Trident Shareholders (including U.S. holders) are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Offer.

Notice to Trident Shareholders in Australia

To the extent that this Announcement is received by a Trident Shareholder in
Australia, it is provided in reliance upon ASIC Corporations (Unsolicited
Offers-Foreign Bids) Instrument 2015/1070.

Forward-looking Statements

This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Deterra, Bidco or Trident contain statements which are, or may be
deemed to be, "forward-looking statements" with respect to Deterra, Bidco,
Trident and the Enlarged Deterra Group. These forward-looking statements can
be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or other words
of similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Deterra Group or the Trident Group; and (iii) the effects of government
regulation on the business of the Deterra Group or the Trident Group. There
are many factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among such factors
are the satisfaction (or, where permitted, waiver) of the Conditions as well
as additional factors, such as domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict, disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Deterra Group to realise successfully any
anticipated synergy benefits when the Offer is implemented (including changes
to the board and/or employee composition of the Enlarged Deterra Group), the
inability of the Deterra Group to integrate successfully the Trident Group's
operations and programmes when the Offer is implemented, the Enlarged Deterra
Group incurring and/or experiencing unanticipated costs and/or delays
(including IT system failures, cyber-crime, fraud and pension scheme
liabilities), or difficulties relating to the Offer when the Offer is
implemented. Other unknown or unpredictable factors could affect future
operations and/or cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should therefore
be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Trident,
Deterra and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this Announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this Announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this Announcement. None of the Deterra
Group nor Trident Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to Deterra,
Bidco or Trident or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in
this section. Other than in accordance with their legal or regulatory
obligations (including under the Code, MAR and the AIM Rules), neither of
Deterra, Bidco nor Trident is under or undertakes any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

No statement in this Announcement is intended, or is to be construed, as a
profit forecast or estimate for any period or a quantified financial benefits
statement and no statement in this Announcement should be interpreted to mean
that earnings or earnings per ordinary share, for Deterra, Bidco or Trident,
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Deterra, Bidco or Trident, respectively.

Right to Switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel and subject
to the terms of the Co-operation Agreement, to implement the Offer by way of a
Takeover Offer for the entire issued and to be issued share capital of Trident
as an alternative to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Bidco so decides, on such other terms
being no less favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to the
amendment referred to in Part C of Appendix I to this Announcement.

Electronic Communication - Information Relating to Trident Shareholders

Addresses, electronic addresses and certain other information provided by
Trident Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Trident may be provided to
Bidco during the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.

Publication on Website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
(https://url.uk.m.mimecastprotect.com/s/IGjECgLJ6T9LYKNHN4TAA?domain=deterraroyalties.com)
and Trident's website at https://tridentroyalties.com/recommended-offer
(https://url.uk.m.mimecastprotect.com/s/2jkDCwmpZiK2kRMIVR8xr?domain=tridentroyalties.com)
by no later than 12 noon on the Business Day following the date of this
Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Code, Trident Shareholders, persons with
information rights and participants in the Trident Share Scheme may request a
hard copy of this Announcement by contacting Trident's registrar, Neville
Registrars, on +44 (0) 121 585 1131 or by sending a request in writing to
Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD. Calls
are charged at the standard geographic rate and will vary by provider. Calls
from outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. to 5.00 p.m.
(London time), Monday to Friday excluding for public holidays in England and
Wales. Please note that Neville Registrars cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security and
training purposes. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may, subject
to applicable securities laws, also request that all future documents,
announcements and information be sent to them in relation to the Offer in hard
copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7
of MAR. Market soundings (as defined in MAR) were taken in respect of a
potential offer with the result that certain persons became aware of inside
information (as defined in MAR) as permitted by MAR. This inside information
is set out in this Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of such inside
information relating to Trident and its securities.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Trident confirms that, as at the
Latest Practicable Date, it had in issue 293,079,382 ordinary shares of £0.01
each. The International Securities Identification Number (ISIN) for Trident
Shares is GB00BF7J2535.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Appendix I

CONDITIONS AND FURTHER TERMS OF THE Offer

Part A

Conditions to the Offer

1.         The Offer will be conditional upon the Scheme becoming
unconditional and Effective, subject to the Code, by no later than 11.59 p.m.
on the Long Stop Date.

Scheme Approval

2.         The Scheme will be conditional upon:

(a)        (i)         its approval by a majority in number
representing not less than 75 per cent. in value of the Scheme Shareholders
(or the relevant class or classes thereof, if applicable) who are on the
register of members of Trident at the Voting Record Time, in each case
present, entitled to vote and voting, either in person or by proxy, at the
Court Meeting and at any separate class meeting which may be required by the
Court or at any adjournment of any such meeting; and

(ii)         the Court Meeting and any separate class meeting which
may be required by the Court or any adjournment of any such meeting being held
on or before the 22nd day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date, if any, as
(a) Bidco and Trident may agree; or (b) (in a competitive situation) specified
by Bidco with the consent of the Panel and, in either case, if required, as
the Court may allow);

(b)        (i)         all Resolutions being duly passed by the
requisite majority or majorities at the General Meeting or at any adjournment
of that meeting; and

(ii)         the General Meeting or any adjournment of that meeting
being held on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document in due course (or such later
date, if any, as (a) Bidco and Trident may agree; or (b) (in a competitive
situation) specified by Bidco with the consent of the Panel and, in either
case, if required, as the Court may allow); and

(c)        (i)         the sanction of the Scheme by the Court
(with or without modification (but subject to any such modification being on
terms acceptable to Bidco and Trident)) and the delivery of a copy of the
Court Order to the Registrar of Companies; and

(ii)         the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date, if any, as (a) Bidco and Trident
may agree; or (b) (in a competitive situation) specified by Bidco with the
consent of the Panel and, in either case, if required, as the Court may
allow).

Other Conditions

3.         The Offer will also be conditional upon the following
Conditions and, accordingly, the necessary actions to make the Scheme
Effective will not be taken unless the following Conditions (as amended if
appropriate) have been satisfied or, where capable of waiver, waived:

General Third-party Clearances

(a)        the waiver (or non-exercise within any applicable time
limits) by any Third Party of any termination right, right of pre-emption,
first refusal or similar right (which is material in the context of the Wider
Trident Group taken as a whole) arising as a result of or in connection with
the Offer including, without limitation, its implementation and financing or
the proposed direct or indirect acquisition of any shares or other securities
in, or control or management of, Trident by any member of the Deterra Group;

(b)        no Third Party having given notice in writing of a decision
to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having withdrawn
the same), or having enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which in each case would or
might reasonably be expected to:

(i)         require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Deterra Group or any member of the Wider Trident Group of
all or any portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which in any such case is material in
the context of the Wider Trident Group or the Wider Deterra Group taken as a
whole;

(ii)         impose any material limitation on, or result in a delay
in, the ability of any member of the Wider Deterra Group directly or
indirectly to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Trident Group or the Wider Deterra Group or to
exercise management control over any such member, in each case, to an extent
which is material in the context of the Wider Trident Group or the Wider
Deterra Group;

(iii)        otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider Deterra Group or of any member of the
Wider Trident Group to an extent which is material in the context of the Wider
Deterra Group or the Wider Trident Group, in either case taken as a whole;

(iv)        make the Offer or its implementation or the acquisition or
proposed acquisition by Bidco or any member of the Wider Deterra Group of any
shares or other securities in, or control of Trident void, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, materially restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose material additional conditions or
obligations with respect thereto, or otherwise challenge or interfere
therewith;

(v)        require (save as envisaged by the Offer) any member of the
Wider Deterra Group or the Wider Trident Group to offer to acquire any shares
or other securities (or the equivalent) or interest in any member of the Wider
Trident Group or the Wider Deterra Group owned by any third party where such
acquisition would be material in the context of the Wider Trident Group taken
as a whole or, as the case may be, the Wider Deterra Group taken as a whole;

(vi)        impose any limitation on the ability of any member of the
Wider Trident Group to integrate or co-ordinate its business, or any part of
it, with the businesses of any member of the Wider Deterra Group which is
adverse to and material in the context of the Wider Trident Group taken as a
whole or in the context of the Offer; or

(vii)       result in any member of the Wider Trident Group ceasing to
be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Trident Shares having expired, lapsed or been terminated;

(c)        all filings or applications which are necessary or
reasonably considered appropriate by Bidco having been made in connection with
the Offer and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer or the
acquisition by any member of the Wider Deterra Group of any shares or other
securities in, or control of, Trident and all authorisations, orders,
recognitions, grants, consents, licences, determinations, confirmations,
clearances, permissions, exemptions and approvals necessary or reasonably
considered appropriate by Bidco for the proposed acquisition of any shares or
other securities in, or control of, Trident by any member of the Wider Deterra
Group having been obtained in terms and in a form reasonably satisfactory to
Bidco from all appropriate Third Parties or persons with whom any member of
the Wider Trident Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
determinations, confirmations, clearances, permissions, exemptions and
approvals together with all authorisations orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals necessary or
reasonably considered appropriate by Bidco to carry on the business of any
member of the Wider Trident Group, in each case which is material in the
context of the Wider Deterra Group or the Wider Trident Group as a whole,
remaining in full force and effect and all material filings necessary for such
purpose have been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Offer becomes otherwise unconditional;

Certain Matters Arising as a result of any Arrangement, Agreement etc.

(d)        except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Trident Group is a party or by or to which any such member
or any of its assets are or may be bound, entitled or subject, which, in each
case as a consequence of the Offer or the proposed acquisition of any shares
or other securities in Trident or because of a change in the control or
management of Trident or otherwise, would or would reasonably be expected to
result in (in each case to an extent which is materially adverse in the
context of the Wider Trident Group as a whole, or in the context of the
Offer):

(i)         any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)         any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
onerous obligation or liability arising or any action being taken or arising
thereunder;

(iii)        save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property, assets or interest of any such member;

(iv)        the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or affected;

(v)        the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(vi)        any such member ceasing to be able to carry on business
under any name under which it presently does so;

(vii)       the creation of any liability, actual or contingent, by any
such member other than trade creditors or other liabilities incurred in the
ordinary course of business; or

(viii)      any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers,

and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Trident Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, would or might
reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this Condition (d), in each
case which is or would be material in the context of the Wider Trident Group
taken as a whole;

No Material Transactions, Claims or Changes in the Conduct of the Business of
the Trident Group

(e)        except as Disclosed, no member of the Wider Trident Group
having, since the Last Accounts Date:

(i)         save as between Trident and wholly owned subsidiaries of
Trident or for Trident Shares issued pursuant to the exercise of options
granted under the Trident Share Scheme, issued, authorised or proposed the
issue of additional shares of any class or transferred or sold any shares out
of treasury;

(ii)         save as between Trident and wholly owned subsidiaries of
Trident or for the grant of options and awards and other rights under the
Trident Share Scheme, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;

(iii)        other than to another member of the Trident Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise;

(iv)        save for intra-Trident Group transactions, authorised,
implemented or announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger or disposal, transfer,
mortgage, charge or security interest, in each case, other than in the
ordinary course of business and, in each case, to the extent which is material
in the context of the Wider Trident Group taken as a whole;

(v)        save for intra-Trident Group transactions, made or
authorised or proposed or announced an intention to propose any material
change in its loan capital, in each case, to the extent which is material in
the context of the Wider Trident Group taken as a whole;

(vi)        issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Trident Group
transactions), save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;

(vii)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital, in each case, to the extent
which is material in the context of the Wider Trident Group taken as a whole;

(viii)      save for intra-Trident Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement otherwise than in the ordinary course of business and, in each
case, to the extent which is material in the context of the Wider Trident
Group taken as whole;

(ix)        entered into or varied any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long-term, onerous or unusual nature or magnitude or which is or is
reasonably likely to be restrictive on the businesses of any member of the
Wider Trident Group or the Wider Deterra Group or which involves an obligation
of such a nature or magnitude and which, in any such case, is material in the
context of the Wider Trident Group or the Wider Deterra Group taken as a
whole;

(x)        been unable or admitted in writing that it is unable, to pay
its debts as they fall due or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business which, in any such
case, is material in the context of the Wider Trident Group taken as a whole;

(xi)        (other than in respect of a member of the Wider Trident
Group which is dormant and was solvent at the relevant time) taken any
corporate action or had any legal proceedings started or threatened against it
for its winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, manager, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or had any such person appointed to the extent which is
material in the context of the Wider Trident Group taken as a whole;

(xii)       commenced negotiations with any of its creditors, with a
view to rescheduling or restructuring any of its indebtedness or entered into
a composition, compromise, assignment or arrangement with any of its creditors
whether by way of a voluntary arrangement, scheme of arrangement, deed of
compromise or otherwise, or entered into any agreement with any of its
creditors to refinance, reschedule or restructure any of its indebtedness;

(xiii)      waived, settled or compromised any claim otherwise than in
the ordinary course of business and which is material in the context of the
Wider Trident Group taken as a whole;

(xiv)      entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition (e) and which
is material in the context of the Wider Trident Group taken as a whole;

(xv)       made any alteration to its constitutional documents (other
than in connection with the Scheme) which is material and adverse to the
interests of Bidco in the context of the Offer;

(xvi)      except in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or consented to any
significant change to:

(A)        the terms of the trust deeds, scheme rules or other
documentation constituting the pension scheme(s) established by any member of
the Wider Trident Group for its directors, employees or their dependents;

(B)        the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;

(C)        the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or

(D)        the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider
Trident Group taken as a whole;

(xvii)     proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Trident Group or
entered into or changed the terms of any contract with any director or senior
executive and in each case which is material in the context of the Wider
Trident Group taken as a whole; or

(xviii)    having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Trident Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code;

No Adverse Change, Litigation or Regulatory Enquiry

(f)         except as Disclosed, since the Last Accounts Date:

(i)         no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Trident Group which is material in the context of the
Wider Trident Group taken as a whole;

(ii)         no litigation, arbitration proceedings, prosecution or
other legal or regulatory proceedings to which any member of the Wider Trident
Group is or may become a party (whether as a plaintiff, defendant or
otherwise) and no investigation by any Third Party or other investigative body
against or in respect of any member of the Wider Trident Group having been
instituted, announced, implemented or threatened by or against or remaining
outstanding in respect of any member of the Wider Trident Group, in each case
which is material in the context of the Wider Trident Group taken as a whole;

(iii)        no contingent or other liability of any member of the
Wider Trident Group having arisen or become apparent to Bidco or increased
which might reasonably be expected to have a material adverse affect on the
Wider Trident Group taken as a whole;

(iv)        no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any licence or
permit held by any member of the Wider Trident Group which is necessary for
the proper carrying on of its business and which would have a material adverse
effect in the context of the Wider Trident Group taken as a whole; and

(v)        no member of the Wider Trident Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider Trident Group taken as a whole;

No Discovery of Certain Matters

(g)        except as Disclosed, Bidco not having discovered:

(i)         that any financial, business or other information
concerning the Wider Trident Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Trident Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this Announcement by
disclosure publicly or otherwise to Bidco or its professional advisers;

(ii)         that any member of the Wider Trident Group or
partnership, company or other entity in which any member of the Wider Trident
Group has a significant economic interest and which is not a subsidiary
undertaking of Trident, is, otherwise than in the ordinary course of business,
subject to any liability (actual or contingent) which is not disclosed in the
annual report and accounts of Trident for the financial year ended 31 December
2023; or

(iii)        any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Trident Group and which is material and adverse in the context of the Trident
Group taken as a whole,

in each case, to the extent which is material in the context of the Wider
Trident Group taken as a whole;

(h)        except as Disclosed, Bidco not having discovered that:

(i)         any past or present member of the Wider Trident Group has
failed to comply in any material respect with any or all applicable
legislation or regulations, of any jurisdiction with regard to the use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair materially the environment (including property) or
harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission in
each case which would be likely to give rise to any material liability (actual
or contingent) or material cost on the Wider Trident Group taken as a whole;

(ii)         there is, or is likely to be, for that or any other
reason whatsoever, any material liability (actual or contingent) of any past
or present member of the Wider Trident Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or
present member of the Wider Trident Group (or on its behalf) or by any person
for which a member of the Wider Trident Group is or has been responsible, or
in which any such member may have or previously have had or be deemed to have
had any interest, under any environmental legislation, regulation, notice,
circular or order of any government, governmental, quasi-governmental, state
or local government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any jurisdiction in
each case which would be likely to give rise to any material liability (actual
or contingent) or material cost on the Wider Trident Group taken as a whole;
or

(iii)        circumstances exist (whether as a result of the making of
the Offer or otherwise) which would be reasonably likely to lead to any Third
Party instituting, or whereby any member of the Wider Deterra Group, or any
present or past member of the Wider Trident Group, would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Trident Group (or on its behalf) or by any
person for which a member of the Wider Trident Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Trident
Group taken as a whole; or

Anti-corruption, Economic Sanctions, Criminal Property and Money Laundering

(i)         save as Disclosed, Bidco not having discovered that:

(i)         (a) any past or present member, director, officer or
employee of the Wider Trident Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation concerning
improper payments or kickbacks, or (b) any person that performs or has
performed services for or on behalf of the Wider Trident Group is or has at
any time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption law, rule or regulation concerning improper
payments or kickbacks; or

(ii)         any asset of any member of the Wider Trident Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or
proceeds of crime under any other applicable law, rule or regulation
concerning money laundering or proceeds of crime or any member of the Wider
Trident Group is found to have engaged in activities constituting money
laundering under any applicable law, rule or regulation concerning money
laundering; or

(iii)        any past or present member, director, officer or employee
of the Wider Trident Group, or any other person for whom any such person may
be liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from: (a) any
government, entity or individual in respect of which U.S., UK or European
Union persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by U.S., UK or European Union laws or
regulations, including the economic sanctions administered by the U.S. Office
of Foreign Assets Control, or HM Treasury in the UK; or (b) any government,
entity or individual targeted by any of the economic sanctions of the United
Nations, the U.S., the UK, the European Union or any of its member states; or

(iv)        any past or present member, director, officer or employee
of the Wider Trident Group, or any other person for whom any such person may
be liable or responsible (a) has engaged in conduct which would violate any
relevant anti-terrorism laws, rules, or regulations, (b) has engaged in
conduct which would violate any relevant anti-boycott law, rule or regulation
or any applicable export controls, including but not limited to the Export
Administration Regulations administered and enforced by the U.S. Department of
Commerce or the International Traffic in Arms Regulations administered and
enforced by the U.S. Department of State, (c) has engaged in conduct which
would violate any relevant laws, rules, or regulations concerning human
rights, including but not limited to any law, rule or regulation concerning
false imprisonment, torture or other cruel and unusual punishment, or child
labour, or (d) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality or
international organisation or found to have violated any applicable law, rule
or regulation concerning government contracting or public procurement; or

(v)        any member of the Trident Group is or has been engaged in
any transaction which would cause Bidco to be in breach of any law or
regulation upon its acquisition of Trident, including but not limited to the
economic sanctions of the U.S. Office of Foreign Assets Control, or HM
Treasury & Customs in the UK, or any government, entity or individual
targeted by any of the economic sanctions of the United Nations, the U.S., the
UK, the European Union or any of its member states,

in each case, to the extent which is material in the context of the Wider
Trident Group taken as a whole.

Part B

Waiver and Invocation of the Conditions

1.         Subject to the requirements of the Panel in accordance with
the Code, Bidco reserves the right in its sole discretion to waive, in whole
or in part, all or any of the Conditions in Part A above, except for
Conditions 2(a)(i), 2(b)(i) and 2(c)(i), which cannot be waived. The
deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended
to such later date as may be agreed (a) in writing by Bidco and Trident or (b)
(in a competitive situation) specified by Bidco with the consent of the Panel,
and in either case with the approval of the Court, if such approval is
required. If any of Conditions 2(a)(i), 2(b)(i) and 2(c)(i) is not satisfied
by the relevant deadline specified in the relevant Condition, Bidco shall make
an announcement by 8.00 a.m. (London time) on the Business Day following such
deadline confirming whether it has invoked the relevant Condition, waived the
relevant deadline or agreed with Trident to extend the relevant deadline.

2.         The Offer will be subject to the satisfaction (or waiver,
if permitted) of the Conditions in Part A above, and to certain further terms
set out in Part D below, and to the full terms and conditions which will be
set out in the Scheme Document.

3.         Conditions 2(a)(i), 2(b)(i) and 3(a) to (i) (inclusive)
must be fulfilled, determined by Bidco to be or to remain satisfied or (if
capable of waiver) waived, by no later than 11.59 p.m. on the date immediately
preceding the date of the Court Hearing, failing which the Offer will lapse.
Bidco shall be under no obligation to waive or treat as satisfied any of
Conditions 3(a) to (i) (inclusive) by a date earlier than the latest date
specified above for the fulfilment or waiver thereof, notwithstanding that the
other Conditions to the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such Conditions may not be capable of fulfilment.

4.         Under Rule 13.5(a) of the Code, Bidco may not invoke a
Condition so as to cause the Offer not to proceed, to lapse or be withdrawn
without the consent of the Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of the Offer.
The Conditions in paragraphs 1 and 2 of Part A (and, if applicable, any
acceptance condition adopted on the basis specified in paragraph 2 of Part C
below in relation to any Takeover Offer) are not subject to this provision of
the Code. Each other Condition will be subject to Rule 13.5(a) of the Code and
may be waived by Bidco. Bidco may only invoke a Condition that is subject to
Rule 13.5(a) with the consent of the Panel.

Part C

Implementation by way of a Takeover Offer

1.         Bidco reserves the right to elect to implement the Offer by
way of a Takeover Offer as an alternative to the Scheme with the consent of
the Panel and subject to the terms of the Co-operation Agreement.

2.         In such event, such Takeover Offer will be implemented on
the same terms and conditions or, if Bidco so decides, on such other terms and
conditions being no less favourable, so far as applicable, as those which
would apply to the Scheme subject to appropriate amendments to reflect the
change in method of effecting the Takeover Offer, including (without
limitation) the inclusion of an acceptance condition set at 90 per cent. of
the Trident Shares to which the Takeover Offer relates or such lesser
percentage as Bidco, with the consent of the Panel, decides, being in any case
more than 50 per cent. of the Trident Shares to which the Takeover Offer
relates.

Part D

Certain Further Terms of the Offer

1.         The availability of the Offer to persons not resident in
the UK may be affected by the laws and regulations of the relevant
jurisdictions. Persons who are not resident in the UK should inform themselves
about, and observe, any applicable requirements. Trident Shareholders who are
in any doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay and observe
any applicable requirements.

2.         This Announcement and any rights or liabilities arising
hereunder, the Offer, the Scheme and the Forms of Proxy will be governed by
English law and be subject to the jurisdiction of the English courts and to
the Conditions set out in the Scheme Document. The Offer will be subject to
the applicable rules and regulations of the Code, the Panel, the AIM Rules,
the London Stock Exchange and the FCA.

3.         Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

4.         The Trident Shares will be acquired by Bidco fully paid and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third-party rights or interests whatsoever and
together with all rights existing at the date of this Announcement or
thereafter attaching thereto, including (without limitation) the right to
receive and retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by way of
reduction of share capital or share premium account or otherwise) made on or
after the Effective Date in respect of the Trident Shares.

5.         If any dividend, distribution or other return or value is
announced, authorised, declared, made or paid in respect of Trident Shares on
or after the date of this Announcement and prior to the Effective Date, Bidco
reserves the right to reduce the consideration payable for each Trident Share
under the terms of the Offer by the amount per Trident Share of such dividend,
distribution or other return of value. In such circumstances, Trident
Shareholders shall be entitled to retain any such dividend, distribution or
other return of value announced, declared, made or paid.

6.         If Bidco is required by the Panel to make an offer for
Trident pursuant to Rule 9 of the Code, Bidco may make such alterations to any
of the above Conditions and terms of the Offer as are necessary to comply with
the provisions of the Code.

 

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:

·      The value attributed to Trident's issued and to be issued share
capital has been calculated solely on the basis of the 293,079,382 Trident
Shares in issue on the Latest Practicable Date and does not include:

o  the Trident Shares which are subject to options granted under the Trident
Share Scheme, as these are excluded on the basis that, as noted in paragraph
11, in accordance with the terms of the Co-operation Agreement, the exercise
of any such options on or following the date of this Announcement will be
settled in cash by Trident and no additional Trident Shares will be issued in
consequence of such exercise; or

o  the Warrants, as these are excluded on the basis that the Warrants have an
exercise price which is greater than the Cash Consideration per Trident Share.

·      The premium calculations to the price per Trident Share used in
this Announcement have been calculated by reference to:

o  the Closing Price of 40.0 pence per Trident Share on the Latest
Practicable Date;

o  the Closing Price of 34.5 pence per Trident Share on 23 April 2024;

o  the volume weighted average price of the per share trading prices of
Trident Shares on the London Stock Exchange derived from Bloomberg during the
1-month period ended on the Latest Practicable Date of 40.4 pence per Trident
Share;

o  the volume weighted average price of the per share trading prices of
Trident Shares on the London Stock Exchange derived from Bloomberg during the
3-month period ended on the Latest Practicable Date of 37.1 pence per Trident
Share; and

o  the volume weighted average price of the per share trading prices of
Trident Shares on the London Stock Exchange derived from Bloomberg during the
6-month period ended on the Latest Practicable Date of 36.4 pence per Trident
Share.

·      Certain figures included in this Announcement have been subject
to rounding adjustments.

The financial information concerning Trident has been extracted from the
Annual Report and Accounts of Trident for the year ended 31 December 2023,
which were released on 10 May 2024.

 

Appendix III

IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

Bidco has received irrevocable undertakings and a letter of intent to vote (or
procure the voting) in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting in respect of 84.101,035 Trident Shares
(representing, in aggregate, approximately 28.7 per cent. of the Trident
Shares in issue on the Latest Practicable Date), comprising the following:

Trident Directors irrevocable undertakings

The following Trident Directors have given irrevocable undertakings in respect
of their interests in Trident Shares (or those Trident Shares over which they
have control) to vote (or procure a vote) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting in respect of their own
(and certain of their connected persons') beneficial holdings (held in a
personal capacity or through a nominee):

 Name of Trident Director  Number of Trident Shares  % of Trident issued share capital
 Adam Davidson             551,500                   0.19%
 Richard Hughes            1,000,000                 0.34%
 Peter Bacchus             61,140                    0.02%
 Helen Pein                139,593                   0.05%
 David Reading             192,390                   0.07%
 Leslie Stephenson         4,000                     0.001%
 TOTAL                     1,948,623                 0.66%

These irrevocable undertakings given by the Trident Directors will continue to
be binding in the event that a higher competing offer is made for Trident.

The irrevocable undertakings given by the Trident Directors will lapse and
cease to be binding on and from the earlier of the following occurrences:

·      the Scheme Document is not published within 28 days of this
Announcement or, if Bidco elects to exercise its rights to implement the Offer
by way of a Takeover Offer, the Offer Document is not published within 28 days
of the announcement of the change in structure; or

·      the Offer has not become Effective by 11.59 p.m. on the Long Stop
Date; or

·      the date on which the Offer (whether implemented by way of a
Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its
terms provided that the reason is not because:

o  a new, revised or replacement Scheme or Takeover Offer is announced by
Bidco in accordance with Rule 2.7 of the Code at the same time; or

o  the Offer is withdrawn or lapses as a result of Bidco exercising its
right, in accordance with the Code, to implement the Offer by way of a
Takeover Offer rather than by way of a Scheme or vice versa; or

·      Bidco announces that it does not intend to proceed with the Offer
and no new, revised or replacement Scheme or Takeover Offer is announced by
Bidco in accordance with Rule 2.7 of the Code at the same time; or

·      any competing offer for the Trident Shares by a third party other
than Bidco becomes wholly unconditional or effective.

Trident Shareholder irrevocable undertakings

In addition to the irrevocable undertakings given by the Trident Directors,
each of Regal Funds Management Pty Limited, LIM Asia Special Situations Master
Fund Limited; Ponderosa Investments (WA) Pty Ltd and Ashanti have given
irrevocable undertaking in respect of its interests in Trident Shares to vote
(or procure a vote) in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting:

 Name                                             Number of Trident Shares  % of Trident issued share capital
 Regal Funds Management Pty Limited               31,301,170                10.68%
 LIM Asia Special Situations Master Fund Limited  24,621,057                8.40%
 Ponderosa Investments (WA) Pty Ltd               10,854,186                3.70%
 Ashanti

 Ashanti Capital Pty Ltd                          755,395                   0.26%

 Ashanti Investment Fund Pty Ltd                  1,875,000                 0.64%

 Mr R Hamilton                                    1,038,589                 0.35%
 TOTAL                                            70,445,397                24.04%

The irrevocable undertakings given by each of Regal Funds Management Pty
Limited, LIM Asia Special Situations Master Fund Limited; Ponderosa
Investments (WA) Pty Ltd and Ashanti will lapse and cease to be binding on and
from the earlier of the following occurrences:

·      if any third party (in accordance with Rule 2.7 of the Code)
announces a competing offer where the value of the consideration per Trident
Share under that offer exceeds the value of the consideration per Trident
Share under the Offer by at least 10 per cent. and Bidco has not within 10
days of this announcement, announced an increase to the consideration to be
paid for the Trident Shares pursuant to the Offer which is at least equivalent
to the amount per Trident Share offered by the third party;

·      the Scheme lapses or is withdrawn in accordance with its terms
(other than in circumstances where Bidco has exercised its right to implement
the Offer by way of a Takeover Offer rather than a Scheme or Bidco issues an
announcement under Rule 2.7 of the Code within 10 Business Days of the laps or
withdrawal that it will implement the Offer by a new, revised or replacement
Scheme or Takeover Offer);

·      Bidco announces that it does not intend to proceed with the Offer
and no new revised or replacement Scheme or Takeover Offer is announced by
Bidco in accordance with Rule 2.7 of the Code; or

·      any competing offer or scheme of arrangement for Trident is
declared unconditional in all respects or otherwise becomes effective.

Letter of Intent

In addition to the irrevocable undertakings from the Trident Directors and the
irrevocable undertakings from other Trident Shareholders, Amati Global
Investors Limited has given to Bidco a non-binding letter of intent to vote
(or procure the voting) in favour of the resolutions proposed to effect the
Offer at any meetings of Trident Shareholders to be convened in relation to
the proposed Scheme in respect of:

 Name                            Number of Trident Shares  % of Trident issued share capital
 Amati Global Investors Limited  11,707,015                3.99%

 

 

Appendix IV

DEFINITIONS

The following definitions apply throughout this Announcement, unless the
context otherwise requires:

 ACN                             Australian Company Number
 AIM                             the AIM Market operated by the London Stock Exchange
 AIM Rules                       the AIM Rules for Companies published by the London Stock Exchange, as amended
                                 from time to time
 Announcement                    this announcement of the Offer made pursuant to Rule 2.7 of the Code
 Ashanti                         together Ashanti Capital Pty Ltd, Ashanti Investment Fund Pty Ltd and Mr R
                                 Hamilton
 Bidco                           Deterra Global Holdings Pty Ltd ACN 663 260 357, a company incorporated under
                                 the laws of Australia
 BMO                             BMO Capital Markets Limited
 Bridge Facility Agreement       the bridge facility agreement dated 13 June 2024 entered into between Bidco
                                 (as borrower), Deterra and J.P. Morgan Chase Bank, N.A., Sydney branch
 Business Day                    a day (other than a Saturday, Sunday, public holiday or bank holiday) on which
                                 banks are generally open for business in London, United Kingdom
 Cash Consideration              49 pence in cash for each Trident Share
 Closing Price                   the closing middle market quotation of a Trident Share derived from the AIM
                                 Appendix to the Daily Official List of the London Stock Exchange on that day
 Code                            the City Code on Takeovers and Mergers
 Companies Act                   the Companies Act 2006, as amended
 Conditions                      the conditions to the Offer which are set out in Part A of Appendix I to
                                 this Announcement and to be set out in the Scheme Document
 Confidentiality Agreement       the confidentiality agreement between Deterra and Trident dated 18 May 2024,
                                 as described in Section 11 of this Announcement
 Co-operation Agreement          the co-operation agreement entered into by Bidco, Deterra and Trident on or
                                 around the date of this Announcement
 Court                           the High Court of Justice in England and Wales
 Court Hearing                   the hearing of the Court at which Trident will seek the Court Order and, if
                                 such hearing is adjourned, references to the commencement of any such hearing
                                 shall mean the commencement of the final adjournment thereof
 Court Meeting                   the meeting or meetings of Scheme Shareholders to be convened by the Court
                                 pursuant to Part 26 of the Companies Act for the purpose of considering and,
                                 if thought fit, approving the Scheme (with or without amendment approved or
                                 imposed by the Court and agreed to by Bidco and Trident) including any
                                 adjournment, postponement or reconvening of any such meeting, notice of which
                                 shall be contained in the Scheme Document
 Court Order                     the order of the Court sanctioning the Scheme under section 899 of the
                                 Companies Act
 CREST                           the relevant system (as defined in the Uncertificated Securities Regulations
                                 2001 (SI 2001/3755) (and with respect to the United Kingdom, as it forms part
                                 of domestic law in the United Kingdom by virtue of the European Union
                                 (Withdrawal) Act 2018)), in respect of which Euroclear UK & International
                                 Limited is the Operator (as defined in the Regulations)
 Daily Official List             the Daily Official List of the London Stock Exchange
 Dealing Disclosure              has the same meaning as in Rule 8 of the Code
 Deterra                         means Deterra Royalties Limited ACN 641 743 348, a public company listed on
                                 the Australian Securities Exchange incorporated under the laws of Australia
 Deterra Group                   Deterra and its subsidiary undertakings
 Disclosed                       the information which has been: (i) fairly disclosed prior to the Latest
                                 Practicable Date by or on behalf of Trident to the Deterra Group (or their
                                 respective officers, employees, agents or advisers in their capacity as such)
                                 in the: (a) electronic data room established by Trident for the purpose of the
                                 Offer; and (b) in written replies provided as part of the due diligence
                                 process; (ii) disclosed in Trident's published annual report and accounts for
                                 the financial year ended 31 December 2023; (iii) disclosed in a public
                                 announcement by Trident prior to the date of this Announcement by way of any
                                 Regulatory Information Service; or (iv) disclosed in this Announcement
 Effective                       means: (i) if the Offer is implemented by way of the Scheme, the Scheme having
                                 become effective in accordance with its terms, upon the delivery of the Court
                                 Order to the Registrar of Companies; or (ii) if the Offer is implemented by
                                 way of a Takeover Offer, the Takeover Offer having been declared or become
                                 unconditional in all respects in accordance with the requirements of the Code
 Effective Date                  the date on which the Offer becomes Effective
 Enlarged Deterra Group          the enlarged group following the Offer, comprising the Deterra Group and the
                                 Trident Group
 Excluded Shares                 (i) any Trident Shares legally or beneficially held by Bidco or any member of
                                 the Wider Deterra Group; or (ii) any Trident Shares which are for the time
                                 being held by Trident as treasury shares (within the meaning of the Companies
                                 Act)
 FCA                             the UK Financial Conduct Authority or its successor from time to time
 Forms of Proxy                  the forms of proxy in connection with each of the Court Meeting and the
                                 General Meeting, which shall accompany the Scheme Document
 FSMA                            the Financial Services and Markets Act 2000, as amended
 General Meeting                 the general meeting of Trident Shareholders (including any adjournment,
                                 postponement or reconvening thereof) to be convened for the purpose of
                                 considering and, if thought fit, approving the Resolutions (with or without
                                 amendment), notice of which shall be contained in the Scheme Document
 Grant Thornton                  Grant Thornton UK LLP
 Gresham                         Gresham Advisory Partners Limited
 Last Accounts Date              31 December 2023
 Latest Practicable Date         12 June 2024, the Business Day prior to the date of this Announcement
 London Stock Exchange           London Stock Exchange plc, a public limited company incorporated in England
                                 and Wales with company number 02075721
 Long Stop Date                  30 September 2024 or such later date as (a) Bidco and Trident may agree or (b)
                                 (in a competitive situation) specified by Bidco with the consent of the Panel,
                                 and in either case as the Court may approve (if such approval(s) are required)
 MAR                             Regulation (EU) No 596/2014 of the European Parliament and the Council of 16
                                 April 2014 (and with respect to the United Kingdom, as it forms part of
                                 domestic law in the United Kingdom by virtue of the European Union
                                 (Withdrawal) Act 2018)
 Neville Registrars              a trading name of Neville Registrars Limited, a private limited company
                                 incorporated in England and Wales with company number 4770411
 Offer                           the proposed recommended all-cash acquisition by Bidco of the entire issued
                                 and to be issued share capital of Trident, to be implemented by way of the
                                 Scheme as described in this Announcement (or should Bidco so elect and subject
                                 to the Panel's consent and the terms of the Co-operation Agreement, by means
                                 of a Takeover Offer)
 Offer Document                  should the Offer be implemented by means of the Takeover Offer, the document
                                 to be sent to Trident Shareholders which will contain, among other things, the
                                 terms and conditions of the Takeover Offer
 Offer Period                    the offer period (as defined by the Code) relating to Trident, which commenced
                                 on the date of this Announcement and ending on the earlier of the date on
                                 which the Offer becomes Effective and/or the date on which the Offer lapses or
                                 is withdrawn (or such other date as the Panel may decide)
 Opening Position Disclosure     has the same meaning as in Rule 8 of the Code
 Panel                           the UK Panel on Takeovers and Mergers
 Registrar of Companies          the Registrar of Companies in England and Wales
 Regulatory Information Service  a service approved by the London Stock Exchange for the distribution to the
                                 public of announcements and included within the list maintained on the London
                                 Stock Exchange's website
 Resolutions                     the resolution(s) relating to the Offer to be proposed at the General Meeting
                                 to implement the Scheme including, among other things, to approve the Scheme,
                                 to make certain amendments to Trident's articles of association in connection
                                 with the Scheme, and such other matters as may be necessary to implement the
                                 Scheme
 Restricted Jurisdiction         any jurisdiction where local laws or regulations may result in a significant
                                 risk of civil, regulatory or criminal exposure if information concerning the
                                 Offer is sent or made available to Trident Shareholders in that jurisdiction
 Scheme                          the proposed scheme of arrangement under Part 26 of the Companies Act between
                                 Trident and the Scheme Shareholders to implement the Offer to be set out in
                                 the Scheme Document, with or subject to any modification, addition or
                                 condition approved or imposed by the Court and agreed to by Bidco and Trident
 Scheme Document                 the document to be published and sent to Trident Shareholders and persons with
                                 information rights containing, among other things, the full terms and
                                 conditions of the Scheme and the notices convening the Court Meeting and the
                                 General Meeting
 Scheme Record Time              the time and date to be specified as such in the Scheme Document, expected to
                                 be 6.00 p.m. on the Business Day immediately preceding the Effective Date, or
                                 such other time as Bidco and Trident may agree
 Scheme Shareholders             holders of Scheme Shares
 Scheme Shares                   the Trident Shares:

                                 i.    in issue at the date of the Scheme Document;

                                 ii.    (if any) issued after the date of the Scheme Document and prior to
                                 the Voting Record Time; and

                                 iii.   (if any) issued at or after the Voting Record Time but at or before
                                 the Scheme Record Time in respect of which the original or any subsequent
                                 holder thereof is bound by the Scheme or shall by such time have agreed in
                                 writing to be bound by the Scheme,

                                 in each case other than Excluded Shares
 significant interest            a direct or indirect interest in 20 per cent. or more of the total voting
                                 rights conferred by the equity share capital (as defined in section 548 of the
                                 Companies Act)
 Takeover Offer                  if the Offer is implemented by way of a takeover offer (as that term is
                                 defined in section 974 of the Companies Act), the offer to be made by or on
                                 behalf of Bidco, or an associated undertaking thereof, to acquire the entire
                                 issued and to be issued ordinary share capital of Trident including, where the
                                 context admits, any subsequent revision, variation, extension or renewal of
                                 such offer
 Third Party                     any relevant government or governmental, quasi-governmental, supranational,
                                 statutory, regulatory, environmental or investigative body, authority, court,
                                 trade agency, association, institution, any entity owned or controlled by any
                                 relevant government or state, or any other body or person whatsoever in any
                                 jurisdiction, but excluding any antitrust or merger control authority
 Trident                         Trident Royalties Plc, a public limited company incorporated in England and
                                 Wales with company number 11328666
 Trident Board                   the board of directors of Trident from time to time
 Trident Directors               the directors of Trident as at the date of this Announcement or, where the
                                 context so requires, the directors of Trident from time to time
 Trident Group                   Trident and its subsidiary undertakings and associated undertakings
 Trident Shareholders            the holders of Trident Shares
 Trident Shares                  the ordinary shares of £0.01 each in the capital of Trident
 Trident Share Scheme            the Trident Equity Incentive Plan, adopted by the Trident Board on 27 May
                                 2020, as amended by the Trident Board on 16 November 2023
 UK or United Kingdom            the United Kingdom of Great Britain and Northern Ireland
 U.S. or United States           the United States of America, its territories and possessions (including
                                 Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
                                 the Northern Mariana Islands), any state of the United States of America and
                                 the District of Columbia
 U.S. Exchange Act               the U.S. Securities Exchange Act of 1934, as amended
 Voting Record Time              the date and time specified in the Scheme Document by reference to which
                                 entitlements to vote on the Scheme will be determined, expected to be 6.00
                                 p.m. on the day which is two days before the date of the Court Meeting, or, if
                                 the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of
                                 such adjourned meeting
 Warrant Holder                  the registered holder(s) of the Warrants from time to time
 Warrant Instrument              the warrant instrument entered into by Trident on 11 January 2022 (as amended
                                 on 16 February 2023) pursuant to which Trident created and issued the Warrants
 Warrants                        has the meaning given in Section 10 of this Announcement
 Wider Deterra Group             Deterra and its subsidiary undertakings, associated undertakings and any other
                                 undertaking in which Deterra and/or such undertakings (aggregating their
                                 interests) have a significant interest (in each case, from time to time) but
                                 excluding any member of the Wider Trident Group
 Wider Trident Group             Trident and its subsidiary undertakings, associated undertakings and any other
                                 undertaking in which Trident and/or such undertakings (aggregating their
                                 interests) have a significant interest (in each case, from time to time) but
                                 excluding any member of the Wider Deterra Group

All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are
to the lawful currency of the United Kingdom.

All references to A$ or $ are to Australian dollars, the lawful currency of
the Commonwealth of Australia.

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, amended, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

All the times referred to in this Announcement are London times unless
otherwise stated.

References to the singular include the plural and vice versa.

All references to "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given to them in the
Companies Act.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFFQKNBDABKKAAD