Announcement PDF 31st October 2023 Dear Shareholder EQ Resources Limited – Annual General Meeting of Shareholders, 29 November 2023 Notice is hereby given that the Annual General Meeting of Shareholders of EQ Resources Limited (Company) will be held at Level 4, 100 Albert Road, South Melbourne, VIC 3205 and virtually by a videoconferencing facility at 3:00pm (AEDT) on Wednesday, 29 November 2023 (“Annual General Meeting”, “AGM” or “Meeting”). In accordance with recent amendments to the Corporations Act 2001, the Company is sending this notification letter instead of dispatching physical copies of the Notice of Meeting. The Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. This means that: - You can access the Meeting Materials online at the Company’s website https://eqresources.com.au/site/invest-in-us/asx-announcements or at the Company’s share registry’s website (https://investor.automic.com.au/#/loginsah) through Investor Centre. - A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “EQR”. - If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form. If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://investor.automic.com.au/. If you have not yet registered, you will need your shareholder information including SRN/HIN details. If you are unable to access the Meeting Materials online please contact our share registry Automic Pty Ltd on https://investor.automic.com.au or by fax to 1800 783 447 (within Australia) or +61 9473 2555 (outside Australia) between 9:00am and 5:00pm (AEDT) Monday to Friday, to obtain a copy. As noted above, the Meeting will be held as a virtual meeting via a webinar conferencing facility. Details of how to register to attend the Meeting are contained in the Meeting Materials. The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. Yours sincerely, Melanie Leydin Company Secretary EQ Resources Limited EQ Resources Limited | ASX: EQR ACN: 115 009 106 | ABN 77 115 009 106 Level 4, 100 Albert Road South Melbourne, Victoria, 3205 Australia https://eqresources.com.au resourcing the new economy for a better tomorrow EQ RESOURCES LIMITED ABN 77 115 009 106 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Wednesday, 29 November 2023 Time of Meeting: 3:00pm AEDT Location of Meeting: Level 4, 100 Albert Road, South Melbourne VIC 3205 and via Zoom Webinar Registration link: For registration for attendance at Level 4, 100 Albert Road, South Melbourne 3205, please email Melanie.Leydin@vistra.com and await further instruction. For registration to attend virtually via the Zoom Webinar, please follow: https://vistra.zoom.us/webinar/register/WN_K86D4hYhTKmBaFTF43RcnA If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company’s website https://www.eqresources.com.au/site/content/. This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional advisor without delay. EQ RESOURCES LIMITED ABN 77 115 009 106 Registered office: Level 4, 100 Albert Road, South Melbourne, VIC 3205 Notice is hereby given that a meeting (Meeting) of Shareholders of EQ Resources Limited (the Company) will be held at Level 4, 100 Albert Road, South Melbourne, VIC 3205 and virtually by a video-conferencing facility on Wednesday, 29 November 2023 at 3:00pm (AEDT) (“Annual General Meeting”, “AGM” or” Meeting”). Note that physical attendance will be limited and available only on an RSVP basis. To register your interest in attending in person, please email Melanie.Leydin@vistra.com for confirmation. Please do not attend in person unless you have received confirmation. Please note that all shareholders are able to attend and ask questions through the virtual component of the meeting. Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by email or post (depending on your communication preferences). Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the AGM. The virtual meeting can be attended using the following details: The live webcast can be attended using the following details: When: 29 November 2023 at 3:00pm (AEDT) Topic: EQ Resources Limited Annual General Meeting Register in advance for this webinar: https://vistra.zoom.us/webinar/register/WN_K86D4hYhTKmBaFTF43RcnA After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends its shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. The Company will conduct a poll on each resolution presented at the meeting. The Company will accept questions during the meeting either by submitting a question through the Q&A box located on screen or by raising the hand function also located on screen at which point the Company will allow your question verbally. The Company is happy to accept and answer questions submitted prior to the meeting by email to melanie.leydin@vistra.com. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). Any shareholders who wish to attend the AGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: EQR) and on its website https://www.eqresources.com.au/site/content/. AGENDA The Explanatory Statement and proxy form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety. ORDINARY BUSINESS Receipt and consideration of Accounts & Reports To receive and consider the 2023 Annual Report of the Company and its controlled entities for the year ended 30 June 2023, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: Except as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2023 be adopted.” Resolution 2: Re-Election of Mr Oliver Kleinhempel as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of Rule 17.5 of the Constitution and for all other purposes, Mr Oliver Kleinhempel, who retires by rotation in accordance with the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.” Resolution 3: Increase in Aggregate Non-Executive Director Remuneration pool To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of clause 17.13 of the Constitution, ASX Listing Rule 10.17, and for all other purposes, the maximum aggregated annual Directors’ fees payable to Non-Executive Directors of the Company, be increased to $400,000 per annum, as described in Explanatory Statement which accompanies and forms part of this Notice.” Resolution 4: Approval to issue securities under Employee Incentive Plan To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, under and for the purposes of ASX Listing Rule 7.2 Exception 13(b), and for all other purposes, approval is given to refresh the Company’s Equity Incentive Plan (Plan), and to issue securities under the Plan as described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Resolution 5: Approval to issue shares to Cronimet Asia Pte Ltd (and/or nominees) To consider and, if thought fit, pass 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 that number of Shares, when multiplied by the issue price will equal a total of USD$7,500,000 on the terms and conditions set out in the Explanatory Statement.” Resolution 6: Ratification of agreement to issue of shares to Oaktree Capital Management L.P. To consider and, if thought fit, pass 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 130,551,307 Shares on the terms and conditions set out in the Explanatory Statement.” Resolution 7: Ratification of agreement to issue of shares to Oaktree Capital Management L.P. To consider and, if thought fit, pass 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 147,448,693 Shares on the terms and conditions set out in the Explanatory Statement.” Resolution 8: Ratification of agreement to issue of options to Oaktree Capital Management L.P. To consider and, if thought fit, pass 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 78,000,000 Options on the terms and conditions set out in the Explanatory Statement.” SPECIAL BUSINESS Resolution 9 Approval of 10% Placement Facility To consider and, if thought fit, pass the following resolution as a special resolution: “That, under and for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to the equivalent of 10% of the company’s fully paid ordinary issued capital (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement. Resolution 10: Amendment of Constitution To consider and, if thought fit, pass the following resolution as a special resolution: “That for the purposes of section 136(2) of the Corporations Act, the Constitution of EQ Resources Limited be modified by making the amendments contained within the Explanatory Statement accompanying this Notice, with effect from the conclusion of the Meeting.” By the order of the Board Melanie Leydin Company Secretary 25th October 2023 Notes 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7:00pm on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. 3. Proxies a. Votes at the General Meeting may be given personally or by proxy, attorney or representative. b. Each shareholder has a right to appoint one or two proxies. c. A proxy need not be a shareholder of the Company. d. If a shareholder is a company, it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act. e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands. g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. h. To be effective, Proxy Forms must be received by the Company’s share registry Automic Pty Ltd, no later than 48 hours before the commencement of the Annual General Meeting, i.e. no later than Monday, 27 November 2023 at 3:00pm (AEDT). Any proxy received after that time will not be valid for the scheduled meeting. (i) (ii) (iii) (iv) (v) By post to Automic Pty Ltd, 477 Collins Street Melbourne Victoria 3000; In person to Automic Pty Ltd, 477 Collins Street Melbourne Victoria 3000; By fax to 1800 783 447 (within Australia) or +61 9473 2555 (outside Australia) Online by going to www.automicgroup.com.au or by scanning the QR code found on the enclosed proxy form with your mobile device; or For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions. 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Annual General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative. 5. How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the Annual General Meeting will vote undirected proxies in favour of all the proposed resolutions. 6. Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (b) the KMP voter is the Chair of the meeting and the appointment of the Chair as proxy: (i) (ii) does not specify the way the proxy is to vote on the resolution; and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or the consolidated entity. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company. If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. A further restriction also applies to Key Management Personnel and their closely related parties voting undirected proxies on these resolutions – see Restriction on KMPs voting undirected proxies below. Resolution 2 There is no voting exclusion on this resolution. Resolution 3 The Company will disregard any votes cast on this Resolution: 1) in favour of the Resolution by or on behalf of any Directors or any associate of a Director, regardless of the capacity in which the vote is cast; or 2) as a proxy by a person who is a member of the Company’s Key Management Personnel at the date of the Meeting or a Closely Related Party of such a member, However, this does not apply to a vote cast in favour of a Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair of the meeting 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) (ii) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate or a person excluded from voting, on the Resolution; and the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4 The Company will disregard any votes cast in favour on this Resolution by or on behalf of a person who is eligible to participate in the Equity Incentive Plan and any associates. However, this does not apply to a vote cast in favour of a Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the meeting 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) as a proxy by a person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member; or (d) 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. Resolution 5 The Company will disregard any votes cast in favour on this Resolution by or on behalf of a 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) (namely Cronimet Asia Pte Ltd) 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 proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the meeting 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) as a proxy by a person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member; or (d) 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. Resolution 6 The Company will disregard any votes cast in favour on this Resolution by or on behalf of A person who participated in the issue or is a counterparty to the agreement being approved (namely Oaktree Capital Management L.P.) 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) (b) (c) (d) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or the chair of the meeting 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 as a proxy by a person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member; or 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. Resolution 7 The Company will disregard any votes cast in favour on this Resolution by or on behalf of A person who participated in the issue or is a counterparty to the agreement being approved (namely Oaktree Capital Management L.P.) 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 proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the meeting 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) as a proxy by a person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member; or (d) 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. Resolution 8 The Company will disregard any votes cast in favour on this Resolution by or on behalf of A person who participated in the issue or is a counterparty to the agreement being approved (namely Oaktree Capital Management L.P.) 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 proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the meeting 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) as a proxy by a person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member; or (d) 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. Resolution 9 As at the date of dispatch of this Notice, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A2. The proposed issue of 147,448,693 securities under Listing Rule 7.1A.2 (as announced on 10 August 2023) as at the date of this Notice have yet to be issued as Completion under the Share Purchase Agreement (“SPA”) as announced on 10 August 2023 is conditional upon the satisfaction of certain conditions precedent, including the approval of foreign direct investment agencies in both Australia and Spain. As part of EQRs acquisition of leading European tungsten producer Saloro S.L.U the securities are proposed to be issued to Tungsten Mining JV S.L.U., Spain, (“Tungsten Mining”), a portfolio company of funds managed by Oaktree Capital Management L.P. The Company will disregard any votes cast in favour on this Resolution by or on behalf of a person who is party to the Share Purchase Agreement (“SPA”) and to whom the securities are proposed to be issued, and by or on behalf of any person 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 entity), and any associates of any of those people. However, this does not apply to a vote cast in favour of a Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the meeting 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) as a proxy by a person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member; or (d) 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. Resolution 10 There are no voting exclusions on this Resolution. This is a Special Resolution requiring at least 75% of the votes cast by Shareholders entitled to vote to be in favour of the Resolution in order for it to pass. 7. Enquiries Shareholders are invited to contact the Company Secretary, Melanie Leydin on +61(3) 9692 7222 if they have any queries in respect of the matters set out in this Notice. EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2023 Annual General Meeting (“Meeting”) will be held at Level 4, 100 Albert Road, South Melbourne VIC 3205 and virtually via a video-conferencing facility at 3.00pm (AEDT) on Wednesday, 29 November 2023. The Notice incorporates, and should be read together, with this Statement. Receipt and consideration of Accounts & Reports A copy of the Annual Report for the financial year ended 30 June 2023 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report) and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Co