Announcement PDF 7 January 2025 Dear Shareholder EQ Resources Limited – Extraordinary General Meeting of Shareholders, 7 February 2025 Notice is hereby given that the Extraordinary General Meeting of Shareholders of EQ Resources Limited (Company) will be as a virtual meeting via a webinar conferencing facility at 3:00pm (AEDT) on Friday, 7 February 2025 (“Extraordinary General Meeting”, “EGM” 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 EGM. The Notice of EGM 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 on https://investor.automic.com.au or by phone on +61 2 9698 5414 (International) or 1300 28 8 664 (within 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 Extraordinary General Meeting Explanatory Statement and Proxy Form Date of Meeting: Friday, 7 February 2025 Time of Meeting: 3:00pm (AEDT) Location: Held virtually via webinar The business of the Meeting affects your shareholding and your vote is important. This Notice of Extraordinary General Meeting (Explanatory Statement and Proxy Form) 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. 1 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 of Shareholders of EQ Resources Limited (the Company or EQR) will be held virtually via a webinar conferencing facility on Friday, 7 February 2025 at 3:00pm (AEDT) (“Extraordinary General Meeting”, “EGM” or” Meeting”). Virtual Attendance 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 EGM 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 EGM. The virtual meeting can be attended using the following details: When: Friday, 7 February 2025 at 3:00pm (AEDT) Topic: EQ Resources Limited Extraordinary General Meeting Register in advance for the virtual meeting: https://vistra.zoom.us/webinar/register/WN_Jv8sl6TgS8CHr3N-TDQO-g After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends Shareholders 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 or by using the raise hand function located on screen, the Company will respond to the Q&A box questions or allow Shareholders to ask their 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 (however, the Company will use its discretion when responding to unreasonable and/or offensive questions). Any Shareholders who wish to attend the EGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the EGM. If it becomes necessary or appropriate to make alternative arrangements for the holding of, or conducting, 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/invest-in-us/investor-welcome. 2 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 Resolution 1: Ratification of Placement Shares and Unlisted Options To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 97,500,000 Shares and 97,500,000 Unlisted Options on the terms and conditions set out in the Explanatory Statement." Resolution 2: Ratification of Unlisted Options to Joint Lead Managers To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Unlisted Options to each PAC Partners Securities Pty Ltd and STK Markets Pty Ltd (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Resolution 3: Approval to issue Placement Shares and Unlisted Options to Oaktree Capital Management L.P. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve to issue 25,000,000 Shares and 25,000,000 Unlisted Options, to Oaktree Capital Management L.P. (or their nominees) on the terms and conditions set out in the Explanatory Statement.” Resolution 4: Ratification of Unlisted Options to Elmet Technologies LLC To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,000,000 Unlisted Options to Emet Technologies LLC on the terms and conditions set out in the Explanatory Statement.” Resolution 5: Ratification of Convertible Notes to Square Resources Holding Pty Ltd To consider and, if thought fit, to 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 3,000,000 Convertible Notes to Square Resources Holdings Pty Ltd (or their nominee) on the terms and conditions set out in the Explanatory Statement.” Dated: 31 December 2024 By order of the Board Melanie Leydin Company Secretary 3 Notes 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement and proxy form accompanying this Notice should be read together with, and form part of, this Notice. 2. Record Date: The Company has determined that for the purposes of the EGM, 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 EGM. Only those persons will be entitled to vote at the EGM and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the EGM. 3. Proxies a. b. c. d. e. f. g. h. Votes at the EGM may be given personally or by proxy, attorney or representative. Each Shareholder has a right to appoint one or two proxies. A proxy need not be a Shareholder of the Company. If a Shareholder is a company, it must execute under its common seal, or otherwise, in accordance with its constitution or the Corporations Act. 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. 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. A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. 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 EGM, i.e. no later than Wednesday, 5 February 2025 at 3:00pm (AEDT). Any proxy received after that time will not be valid for the scheduled meeting. Proxies can be lodged: (i) By post to Automic, GPO Box 5193, Sydney NSW 2001 (ii) (iii) (iv) (v) In person to Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By fax to 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) Online by going to www.automicgroup.com.au or by scanning the QR code found on your 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 EGM 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 emailed to the Company and/or registry in advance of the EGM. 5. How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the EGM will vote undirected proxies in favour of all the proposed resolutions. 6. Voting Exclusion Statement: Resolution 1 The Company will disregard any votes cast in favour on this Resolution by any person/entity, or any associates of those persons/entities, who participated in the issue of securities addressed by this Resolution or any associates of that person/entity. However, this does not apply to a vote cast in favour of this Resolution by: a) a person/entity as a proxy or attorney for a person/entity 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 4 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 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. c) Resolution 2 The Company will disregard any votes cast in favour of Resolution 2 by PAC Partners Securities Pty Ltd (PAC) and STK Markets Pty Ltd (STK) (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely derived as a holder of Shares in the entity) or any associates of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: a) b) c) a person/entity as a proxy or attorney for a person/entity 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 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 3 The Company will disregard any votes cast in favour of Resolution 3 by Oaktree Capital Management L.P. (Oaktree) (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely derived as a holder of Shares in the entity) or any associates of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: a) b) c) a person/entity as a proxy or attorney for a person/entity 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 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 4 The Company will disregard any votes cast in favour of this Resolution by or on behalf of Elmet Technologies LLC (Elmet) or any associates of Elmet. However, this does not apply to a vote cast in favour of the Resolution by: a) a person/entity as a proxy or attorney for a person/entity 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 5 b) c) 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 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 of this Resolution by or on behalf of Square Resources Holdings Pty Ltd (Square Resources) who participated in the Convertible Note issue or who will obtain a material benefit as a result of the issue (except a benefit solely derived as a holder of Shares in the entity) 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/entity as a proxy or attorney for a person/entity 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. 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. 7. Enquiries Shareholders are invited to contact the Company Secretary on +61(3) 9692 7222 if they have any queries in respect of the matters set out in this Notice. 6 EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of EGM (“Notice”) which will be held at 3:00pm (AEDT) on Friday, 7 February 2025, via a video-conferencing facility. The Notice incorporates, and should be read together, with this Statement. ORDINARY BUSINESS Background to Resolutions 1 to 3 On 13 December 2024, the Company completed a placement to institutional and sophisticated investors for $4.9 million at an issue price of $0.04 (4 cents) per share (New Share) with one free attaching option exercisable at $0.0675 (6.75 cents) (New Option) for each New Share (Placement). The Placement participants included institutional and sophisticated investors (Placement Participants) and Oaktree Capital Management L.P (Oaktree) - for which approval will be sought as outlined in Resolution 3. The funds raised will be used for waste stripping, plant expansion, and optimisation works at Mt Carbine, and general working capital. The Placement was conducted by Joint Lead Managers, PAC Partners Securities Pty Ltd and STK Markets Pty Ltd (JLM) and assisted by Co-Manager, GBA Capital Pty Ltd. In addition to their JLM fees the Company agreed to issue each JLM 10 million broker options exercisable at $0.0675 (6.75 cents) (JLM Options). The issue of 97.5 million New Shares and 97.5 million New Options under the Placement was completed on 24 December 2024 under the Company’s existing placement capacity under ASX Listing Rule 7.1. Resolution 1 – Ratification of Placement Shares and Unlisted Options Background The Company seeks Shareholder approval to ratify 97.5 million New Shares and 97.5 million New Options to professional and sophisticated investors on 24 December 2024 pursuant to ASX Listing Rule 7.4. The New Shares and New Options were issued without Shareholder approval from the Company’s existing placement capacity under ASX Listing Rule 7.1. ASX Listing Rule Requirements ASX Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, excluding any security issues that meet the requirements of one of the exceptions of ASX Listing Rule 7.2. The issue of New Shares and New Options to Placement Participants was within the Company's available placement capacity under ASX Listing Rule 7.1 and did not fit within any of the Listing Rule 7.2 exceptions. Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of Shareholders for the purposes of ASX Listing Rule 7.1, if the issue did not breach ASX Listing Rule 7.1 at the time and Shareholders subsequently approve it. As the issue of these New Shares and New Options was within the Company's ASX Listing Rule 7.1 placement capacity, did not fall within any of the exceptions in ASX Listing Rule 7.2, and was not previously approved by Shareholders, the Company now seeks Shareholder ratification of the issue of these New Shares and New Options pursuant to ASX Listing Rule 7.4 to refresh its capacity to make further issues without Shareholders approval under Listing Rule 7.1. If this Resolution is approved, the prior issue of the New Shares and New Options to Placement Participants may be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore be able to issue additional equity securities without the 97.5 million New Shares and 97.5 million New Options counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1. . If this Resolution is not approved, the issue of the New Shares and New Options to Placement Participants will not be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have 97.5 million New Shares and 97.5 million New Options as counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1. 7 ASX Listing Rule Disclosure Requirements ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4: (a) the New Shares and New Options were issued to institutional and sophisticated investors introduced to the Company via existing relationships with the JLM’s on 24 December 2024. There was no participant in the issue of the Shares that was an investor required to be disclosed under ASX Guidance Note 21 which included; i. related party of the Company; ii. member of key management personnel; iii. substantial holder in the Company; iv. adviser to the Company; or v. associate of any of the above, vi. and the securities issued constitute more than 1% of the Company’s current issued capital. (b) the number and class of securities issued was 97.5 million New Shares and 97.5 million New Options; (c) the New Shares were issued for cash, at an issue price of $0.04 (4.0 cents) per share; (d) the New Options have a nil issue price and are exercisable at $0.0675 (6.75 cents) each option expiring on 29 May 2027 (see Schedule 1 for details of the terms and conditions that apply to these options); and (e) the purpose of the issue was to raise funds to be used for capital projects related to waste stripping, plant expansion, and optimisation works at Mt Carbine, and general working capital. Board Recommendation The Board recommends that Shareholders vote in favour of this Resolution. Voting Intention The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution. Voting Exclusions Refer to Note 6 for voting exclusions. Resolution 2 – Ratification of Options to Joint Lead Managers Background On 24 December 2024, the Company issued 20,000,000 Options, in consideration for lead manager services provided by PAC and STK (JLM Options). The Company seeks Shareholder approval to ratify the issue of 10 million New Options to each JLM in relation to the Placement announced 13 December 2024. The issue of 20,000,000 JLM Options under the Placement was completed on 24 December 2024, without shareholder approval, using the Company’s existing placement capacity under ASX Listing Rule 7.1. ASX Listing Rules ASX Listing Rule 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, excluding any security issues that meet the requirements of one of the exceptions of ASX Listing Rule 7.2. The issue of Options to the JLMs was within the Company's available placement capacity under ASX Listing Rule 7.1 and did not fit within any of the Listing Rule 7.2 exceptions. Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rule 7.1, if the issue did not breach ASX Listing Rule 7.1 at the time and Shareholders subsequently approve it. As the issue of the JLM Options was within the Company's ASX Listing Rule 7.1 placement capacity and was not previously approved by Shareholders, the Company now seeks Shareholder ratification of the issue of the JLM Options pursuant to ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1. If this Resolution is approved, the prior issue of 20,000,000 JLM Options to PAC and STK may be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore be able to issue additional equity securities, without the securities the subject of this Resolution counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1. . 8 If this Resolution is not approved, the prior issue of 20,000,000 JLM Options will not be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the 20,000,000 JLM Options issued to PAC and STK as counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1. ASX Listing Rule Disclosure Requirements ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4: (a) the Options were issued on 24 December 2024 to the Joint Lead Managers; PAC Partners Securities Pty Ltd and STK Markets Pty Ltd (or their nominee(s)). There was no participant in the issue of the Options that was an investor required to be disclosed under ASX Guidance Note 21; (b) the number and class of securities issued was 20,000,000; at an exercise price of $0.0675 (6.75 cents) per option, expiring on 29 May 2027 (see Schedule 1 for details of the terms and conditions that apply to these options); (c) The New Options have a nil issue price; (d) The purpose of the issue: New Options were issued to the Joint Lead Managers as part fees payable under the Placement; and (e) There will be no funds raised from the issue of the options, however should the options be exercised, the funds raised will be used for the Company’s projects and general working capital. Board Recommendation The Board recommends that Shareholders vote in favour of this Resolution. Voting Intention The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution. Voting Exclusions Refer to Note 6 for voting exclusions. Resolution 3 – Approval to Issue Placement Shares and Unlisted Options to Oaktree Capital Management L.P. Background In addition to the New Shares and New options noted in Resolution 1, Oaktree Capital Management L.P. (Oaktree), an institutional investor and substantial Shareholder in the Company, agreed to participate in the Placement, subject to the required Shareholder approval of New Shares and New Options. Oaktree is seeking to subscribe for 25,000,000 New Shares and 25,000,000 New Options. Oaktree has advanced the Company the funds associated with the placement participation (key terms noted below) in the amount of $1m. The Company is therefore seeking shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 25,000,000 New Shares at an issue price of $0.04 (4 cents) and 25,000,000 free attaching New Options to Oaktree. ASX Listing Rules Requirements Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to: 10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company; 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so; 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders; unless it obtains the approval of its shareholders. 9 Mr Stephen Weir was appointed to the Board as Oaktree’s nominee director on 19 January 2024. The appointment was agreed between the Company and Oaktree as part of the $25 million investment in EQR by Oaktree. At the date of this Notice, Oaktree holds approximately 13.3% of the Company’s Shares and therefore falls within Listing Rule 10.11.3 requiring the approval of the Company’s shareholders under Listing Rule 10.11. If this Resolution is passed, the Company will be able to proceed with the proposed issue of 25,000,000 New Shares and 25,000,000 New Options to Oaktree. If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of 25,000,000 New Shares and 25,000,000 New Options to Oaktree. ASX Listing Rule Disclosure Requiremen