13 May 2016

Dear Shareholder

SHARE PURCHASE PLAN

As your Chairman, I believe this is a highly appropriate time to reinforce to you the confidence that I have in your Company, in our exploration, administrative and management teams, and most importantly in the very real potential for discovery at our projects. I firmly believe that this is most definitely not a time to be considering exiting Thundelarra. We have plenty happening and plenty planned for 2016.

Since founding Thundelarra and listing it in March 2001 with a register of supportive shareholders, we have enjoyed a number of successes together. The phenomenal grades at Thunderball when the uranium sector was booming; the initial Red Bore drill hits just after the DeGrussa discovery when copper was flying high; the spin-off and sale of UMC when iron ore was the market's darling. Each event delivered an opportunity for Shareholders to take considerable profits and I hope that at least some of you did exactly that.

The five years since have seen an extended period of depressed market conditions. Many shareholders will have moved on, either as a conscious investment decision or under pressure from adverse circumstances. Investors in junior exploration companies want them to explore, not just sit on their cash. And that is what Thundelarra continues to do. Of 742 ASX-listed resource companies (including energy companies), 408 - that's 55%! - had less than A$1 million cash at 31 March 2016. For the last 16 quarters Thundelarra has explored actively, putting almost $12 million into the ground, exploring over 18 prospects within 7 project areas. This is consistently 66% of our total expenditure. And that is what we will continue to do - you can be sure that two out of every three dollars you invest in your Company will go into the ground to find that discovery that could change all our fortunes.

My wife and I are substantial shareholders of Thundelarra and have and will continue to give it our utmost support as our belief remains strong that based on results to date, we are close to outstanding success.

Let me explain why I say that.

Red Bore: Copper-Gold Project, Doolgunna, WA

We only recommenced serious exploration here in April 2014. We found primary copper mineralisation just 30m below surface at Gossan: 7m at 28% copper and 30 grams per tonne silver fired up market interest. Systematic exploration, together with continual re-interpretation of all existing data, has led us to identify a target at 500 metres plus below surface. Detailed petrography and geochemical analysis on drill core confirms the presence of a Volcanic-Hosted Massive Sulphide ("VHMS") setting with the potential for a Copper discovery of some magnitude that I believe has every chance of replicating the DeGrussa and Monty style of deposit.

This target is the result of prudent and focused exploration expenditure over the past two years. It is our intention to drill this deep target within the June 2016 quarter. The target is a prize well worth pursuing as the global demand for copper and gold is strong and will remain so for many years hence.

I am very excited about the potential that this target represents but I do want to stress that we will continue to approach our exploration in a systematic and well thought out manner. Sandfire's Monty discovery has clearly demonstrated that this is the key to success.

Gold, Murchison, WA

The Murchison field around the Meekatharra area has been a prolific producer of gold and is currently home to two gold mining operations - Doray's Andy Well Mine and Metals X's Bluebird plant.

Thundelarra controls a large area prospective for gold in the greenstone belt at Garden Gully, about 15 kms north of Meekatharra. Soil sampling and ground geophysics have been completed and as soon as statutory approvals are processed, drilling of identified targets will commence.

I hold high hopes for a positive outcome from this exciting gold province which has the potential to put your Company amongst the ranks of the new gold producers of this State.

Our Other Projects Have Merit Too

Zinc at Sophie Downs in WA's Kimberley region: results include 13m @ 4.6% Zn and 12m @ 4.0% Zn.

Nickel in the East Kimberley: we hold 20% free carried in Keller Creek, which is showing every indication of hosting the massive nickel sulphide extensions that will provide the future ore feed for Panoramic's Savannah Nickel Mine. To date little if any value for this has been factored into Thundelarra's share price.

Copper, uranium and graphite at Allamber in the NT: people seem to forget we have intersections like 8m at 2.7% Cu, including 5m at 4.2% Cu. Perhaps the impact is lost when compared to the stellar grades at Red Bore, but in any other junior explorer such results would generate major market interest.

Thundelarra continues to explore actively. In 2015 we spent just on $3.9 million: 70% ($2.7 million) went into the ground. Analysis over the years has shown that few, if any, active explorers can maintain effective performance with administrative costs running at much under about $1 million per annum. As an explorer, Thundelarra remains focused on ensuring that at least two thirds of all expenditure goes into the ground.

I would like to reinforce to Shareholders that Thundelarra is a trim but taut exploration company using all known and new technology searching for significant company-changing discoveries.

I urge you to give us your ongoing support by participating in this Share Purchase Plan, which permits us to offer you shares at a generous discount to the recent market price. I appreciate your long-standing support and am determined that you be given this opportunity to participate in this very exciting time as we chase the glittering prize I believe may be sitting at Red Bore.

It is also important for you to know that all your Directors and your CEO intend to participate in this Share Purchase Plan offer to the full extent of their entitlements. How better to reinforce our strong belief in Thundelarra's future?

Yours faithfully Thundelarra Limited

Philip Crabb Chairman

13 May 2016

Dear Shareholder

SHARE PURCHASE PLAN - OFFER DOCUMENT

On behalf of the Board of Thundelarra Limited ACN 085 782 994 (Company), I am pleased to offer eligible shareholders the opportunity to participate in the Company's Share Purchase Plan (Plan), by subscribing for up to $15,000 worth of fully paid ordinary shares in the Company (Shares) (subject to any pro-rata scale back) without having to pay brokerage or other transaction costs, and subject to the enclosed terms and conditions (Offer).

The Company is seeking to raise up to $5,059,735 which will be used to continue aggressive exploration at our flagship Red Bore copper-gold-silver project. Drill testing the exciting deep VHMS targets for new mineralisation is a priority. The balance of the funds will be used to test drill targets identified from recent geophysical surveys at our Garden Gully, Paynes Find and Mooloogool gold projects, to pay the costs of the capital raising and general working capital requirements.

The Offer is made without a prospectus or other disclosure document under the Corporations Act 2001 (Cth) (Corporations Act) in reliance on Australian Securities and Investments Commission Class Order [CO 09/425] (Class Order).

The key terms of the Offer are set out in the table below, however this is only a summary so please read the full terms and conditions of the Offer (Terms and Conditions) enclosed carefully as if you accept the Offer, you will be bound by them:

The Offer does not take into account the individual investment objectives, financial situation, tax position or particular needs of any Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult with your financial or other professional adviser. This document is not, nor is the Offer, a recommendation to purchase Shares.