Announcement PDF ADAVALE RESOURCES LIMITED ACN 008 719 015 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 8.00am (WST) DATE: Thursday, 16 January 2025 PLACE: Held as Virtual Meeting Shareholders will be able to participate in the Meeting, ask questions and make comments in real time via the Zoom Teleconference, with online voting conducted via Computershare Meeting Platform. You can participate in the General Meeting (GM) online via the Zoom Teleconference. To join the Zoom Teleconference from your computer, you will need to enter the URL below into your browser and register your details in advance of the GM. https://us06web.zoom.us/meeting/register/tZEufuGhpzkiGd0nftO8MWzSee5wwFB1Bezn After registering, you will receive a confirmation email containing information about how to join the GM via the Zoom Teleconference. All shareholders are requested to join the GM via the Zoom Teleconference 10 minutes prior to the commencement of the GM so that all participants can be identified and registered for the GM prior to the commencement of the GM. The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 14 January 2025. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – APPROVAL TO ISSUE SECURITIES IN CONSIDERATION FOR PARKES PROJECT ACQUISITION To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 383,333,333 Shares and 600,000,0000 Options to Agricultural Equity Investments Pty Limited (or its nominee/s) on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – APPROVAL TO ISSUE SECURITIES IN CONSIDERATION FOR FACILITATION SERVICES PROVIDED BY GBA CAPITAL PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 57,500,000 Shares and 40,000,000 Options to GBA Capital Pty Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory Statement.” 3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 183,550,000 Shares on the terms and conditions set out in the Explanatory Statement.” 4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1A To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 122,350,000 Shares on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 329,900,000 Shares on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – APPROVAL TO ISSUE FREE-ATTACHING PLACEMENT OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 635,800,000 Options on the terms and conditions set out in the Explanatory Statement.” 1 7. RESOLUTION 7 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT - ALLAN RITCHIE To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 20,000,000 Shares and 20,000,000 Options to Allan Ritchie (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 8 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – MAURICE DOMINIC MATICH To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 10,000,000 Shares and 10,000,000 Options to Maurice Dominic Matich (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 9. RESOLUTION 9 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – JOHN HICKS To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 4,200,000 Shares and 4,200,000 Options to John Hicks (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO GBA CAPITAL PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 50,250,000 Options to GBA Capital Pty Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory Statement.” 11. RESOLUTION 11 – APPROVAL TO ISSUE SECURITIES IN CONSIDERATION FOR ADVISORY SERVICES TO GBA CAPITAL PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 16,800,000 Shares and 16,800,000 Options to GBA Capital Pty Ltd (or its nominee/s), on the terms and conditions set out in the Explanatory Statement.” 12. RESOLUTION 12 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO ALLAN RITCHIE To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 60,000,000 Performance Rights to Allan Ritchie (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 13. RESOLUTION 13 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MAURICE DOMINIC MATICH To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 30,000,000 Performance Rights to Maurice Dominic Matich (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 2 14. RESOLUTION 14 – APPROVAL TO INCREASE MAXIMUM SECURITIES UNDER THE COMPANY’S EMPLOYEE SECURITIES INCENTIVE PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given to increase the maximum number of Securities that may be issued under the Company’s Employee Securities Incentive Plan from the present maximum of 61,188,268 Securities to a maximum of 100,000,000 Securities on the terms and conditions set out in the Explanatory Statement.” 3 Voting Prohibition Statements Resolution 7 - approval for director participation in Placement - Allan Ritchie Resolution 8 - approval for director participation in Placement – Maurice Dominic Matich Resolution 9 - approval for director participation in Placement – John Hicks Resolution 12 - approval to issue performance rights to Allan Ritchie Resolution 13 - approval to issue performance rights to Maurice Dominic Matich In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 8 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 9 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 12 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 13 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 13 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 13 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 4 Resolution 14 - Approval to Increase Maximum Securities Under the Company’s Employee Securities Incentive Plan A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: Resolution 1 – approval to issue Securities in consideration for Parkes Project Acquisition Resolution 2 - approval to issue securities in consideration for facilitation services provided by GBA Capital Pty Ltd Resolution 3 – Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1 Resolution 4 – Ratification of prior issue of Tranche 1 Placement Shares under Listing Rule 7.1A Resolution 5 – approval to issue Tranche 2 Placement Shares Resolution 6 - approval to issue free-attaching Placement Options Resolution 7 - approval for director participation in Placement - Allan Ritchie Resolution 8 - approval for director participation in Placement – Maurice Dominic Matich Resolution 9 - approval for director participation in Placement – John Hicks Resolution 10 - approval to issue Lead Manager Options to Gba Capital Pty Ltd Resolution 11 – approval to issue securities in consideration for advisory services to GBA Capital Pty Ltd Resolution 12 - approval to issue performance rights to Allan Ritchie Resolution 13 - approval to issue performance rights to Maurice Dominic Matich Agricultural Equity Investments Pty Limited (or its nominee/s) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). GBA Capital Pty Ltd (or its nominee/s) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. The Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). The Placement Participants or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Allan Ritchie (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. Maurice Dominic Matich (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. John Hicks (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. GBA Capital Pty Ltd (or its nominee/s) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). GBA Capital Pty Ltd (or its nominee/s) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Allan Ritchie (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. Maurice Dominic Matich (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. 5 Resolution 14 - Approval to Increase Maximum Securities Under the Company’s Employee Securities Incentive Plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Lodging Proxy Form prior to the Meeting If you are unable to participate in the Meeting, you are encouraged to appoint a proxy to participate and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at the Meeting in accordance with your directions. You can submit your Proxy Form online by visiting www.investorvote.com.au, or by post, fax, or mobile phone. Completed Proxy Forms (and any necessary supporting documents) must be received by the Company’s share registry no later than 8.00am (WST) on 14 January 2025. Even if you plan to participate in the Meeting online, we encourage you to submit your proxy vote as early as possible so that your vote will be counted if for any reason you cannot participate on the day of the Meeting (for example, if there is an issue with your internet connection that prevents you from participating online). Meeting Information How to participate and vote live online You can participate in the Meeting online via the Zoom Teleconference. To join the Zoom Teleconference from your computer, you will need to enter the URL below into your browser and register your details in advance of the Meeting. https://us06web.zoom.us/meeting/register/tZEufuGhpzkiGd0nftO8MWzSee5wwFB1Bezn 6 After registering, you will receive a confirmation email containing information about how to join the Meeting via the Zoom Teleconference. All Shareholders and visitors are requested to join the Meeting 10 minutes prior to the commencement of the Meeting so that all participants can be identified and registered for the Meeting prior to the commencement of the Meeting. Arrangements have been made with the Company’s share registry for Shareholders who wish to participate in and vote online with Computershare Meeting Platform at the Meeting. To access the Computershare Meeting Platform please follow the instructions below. To participate in the meeting, you can log in by entering the following URL https://meetnow.global/MM6USLS on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting. To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details. To participate in the meeting online follow the instructions below. Step 1: Click on ‘Join Meeting Now’. Step 2: Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings to obtain their login details. Step 3: Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list. Step 4: Accept the Terms and Conditions and ‘Click Continue’. You can cast votes at the appropriate times while the meeting is in progress. Shareholders will be able to vote and ask questions at the virtual Meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to Leonard Math, Company Secretary at leonard@adavaleresources.com at least 48 hours before the Meeting. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. Should you wish to discuss the matters in this notice please do not hesitate to contact the company secretary on +61 2 8003 6733 or by email at leonard@adavaleresources.com. 7 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. BACKGROUND TO RESOLUTIONS 1 AND 2 1.1 Acquisition of Parkes Project As announced on 29 November 2024, the Company entered into an agreement to acquire 72.5% of exploration licences, EL8830, EL8831, EL7242 and EL9711 (the Parkes Project) from Agricultural Equity Investments Pty Limited (ACN 064 646 108) (Acquisition Agreement) (Acquisition). The key terms of the Acquisition Agreement were as follows: Consideration The consideration comprises; (a) 383,333,333 fully paid ordinary shares in the capital of the Purchaser (Shares) at a deemed issue price of $0.003 per Share, to be subject to voluntary escrow for 6 months from the date of issue; (b) 300,000,000 options to acquire Shares (Options) exercisable at $0.006 on or before 15 October 2029 (Class A Options); and (c) 300,000,000 Options exercisable at $0.012 on or before 15 October 2029 (Class B Options), (together, the Consideration Securities); and (d) Conditions Precedent A 2.5% net smelter return royalty on standard terms. Completion of the Acquisition is conditional upon the satisfaction (or waiver) of the following Conditions Precedent: (a) Due diligence: completion of financial, legal and technical due diligence by Adavale on the Tenements, to the absolute satisfaction of Adavale; (b) Shareholder approval: the shareholders of Adavale approving the transactions contemplated by this Agreement in a general meeting, including a resolution authorising the allotment and issue of the Consideration Securities to AEI in accordance with the ASX Listing Rules and the Corporations Act; (c) Regulatory approvals: the Parties obtaining all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law to allow the Parties to lawfully complete the matters set out in this Agreement; (d) Third party approvals: the Parties obtaining all third party approvals and consents, including the consent of the Minister responsible for the Mining Act (if required), necessary to lawfully complete the matters set out in this Agreement; (e) Deeds of assignment and assumption: AEI, Adavale and, if necessary, under the Third Party Agreements (if any), the relevant third party, executing a deed of assignment and assumption in relation to each Third Party Agreement; (f) Going Concern: Adavale confirming that Adavale is not trading insolvent and has not appointed an Administrator A party may terminate this agreement by written notice to the other party if the conditions precedent are not satisfied (or waived by ADD) on or before 5pm (Perth time) on 17 January 2025 (End Date) (or such later date as the Parties may agree). 8 If the renewal of EL7242 is not granted on or before 17 January 2025 the Parties agree to change the End Date to a date that is 28 days from the current End Date. This provision renews automatically if such renewal is not granted on or before the current End Date. Joint Venture The Parties agree that, as and from Completion, the Parties shall form an unincorporated joint venture in accordance with the terms set out in the Joint Venture Agreement for each Tenement. Adavale undertakes to free carry AEI for all joint venture exploration in each Tenement until a decision to proceed with the development of a Mining Operation in and in respect of that Tenement (the Decision to Mine) has been made, at which time the Joint Venture expenditure for that Tenement shall be split according to each Party’s Joint Venture interest in that Tenement. The Acquisition Agreement is otherwise on standard terms and conditions, including confidentiality provisions, and representations and warranties. 1.2 GBA Capital Mandate In September 2024 the Company entered into a corporate advisor engagement with GBA Capital Pty Ltd (ACN 643 039 123) (GBA Capital), pursuant to which GBA Capital would assist the Company with identifying acquisition targets, negotiating deal terms, due diligence and transaction completion (Advisor Mandate). The fees payable to GBA Capital under the Advisor Mandate included: (a) Facilitation securities equal to 15% of the value of the projects introduced by GBA Capital, payable upon the completion of the transaction; and (b) A retainer fee of $7,000 per month. The Advisor Mandate also contained a first right of refusal to conduct any capital raisings for the Company, where the fee would be 6% of the proceeds raised (a 4% broker fee and 2% management fee) and options to be agreed. The Advisor Mandate otherwise contained terms and conditions considered standard for an agreement of its nature. 2. RESOLUTION 1 – APPROVAL TO ISSUE SECURITIES IN CONSIDERATION FOR PARKES PROJECT ACQUISITION 2.1 General As set out in Section 1.1, the Company agreed to issue 383,333,333 Shares and 600,000,0000 Options in consideration for the acquisition of 72.5% of the Parkes Project. This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consideration Securities. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1. 2.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Sha