ADX ENERGY LTD - AGM Information 2021

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF ADX ENERGY LTD

TO BE HELD AT LEVEL 2, SUITE 14 210 BAGOT ROAD, SUBIACO, WESTERN AUSTRALIA

FRIDAY 28 MAY 2021 COMMENCING AT 10:00 AM (WST)

This Notice of Meeting 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. Should you wish to discuss the matters in this Notice of Meeting please do Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the not hesitate to contact the Company Secretary on (+61 8) [6]. Company Secretary on (+61 8) 9381 4266*

ADX Energy Ltd ABN 50 009 058 646 Suite 14, 210 Bagot Road, Subiaco WA 6008 Phone: 08 9381 4266 Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of ADX Energy Ltd will be held at the office of Level 2, Suite 14, 210 Bagot Road, Subiaco, Western Australia on Friday 28 May 2021 at 10:00 am (WST)

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	25
Schedules	26
Proxy Form	enclosed

IMPORTANT INFORMATION

Your Vote is Important

The business of the Meeting affects your shareholding and your vote is important.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting eligibility

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 5.00pm (WST) on 26 May 2021.

Voting in Person

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed 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, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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.

Your proxy form is enclosed.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this Annual General Meeting. Broadly, the sections mean 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.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the question that the resolution be passed; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports – Agenda Item

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2020 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2020.”

Note: In accordance with section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

3. Resolution 2 – Re-Election of Mr Ian Tchacos as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 13.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Ian Tchacos, a director, retires, and being eligible, is re-elected as a Director.”

4. Resolution 3 – Re-election of Mr Andrew Childs as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

That, for the purposes of clause 13.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Andrew Childs, a director, retires, and being eligible, is re-elected as a Director.”

5. Resolution 4 – Adoption of Performance Rights and Option Plan

To consider and, if thought fit, pass, the following resolution with or without amendment, as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b))and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Performance Rights and Option Plan and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the resolution by or on behalf of 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 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
(a) 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 Prohibition statement:

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.

6. Resolution 5 – Issue of Director Options in Lieu of Consulting Fees – Mr Ian Tchacos

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

"That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 15,000,000 Options to Mr Ian Tchacos (or his nominee), under the Performance Rights and Option Plan, on the terms and conditions set out in the Explanatory Statement."

7. Resolution 6 – Issue of Director Options in Lieu of Consulting Fees – Mr Paul Fink

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

"That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 10.14, section 195(4) and section 208of the Corporations Act, and for all other purposes, approval is given for the Company to issue 8,400,000 Options to Mr Paul Fink (or his nominee), under the Performance Rights and Option Plan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolutions 5 and 6

The Company will disregard any votes cast in favour of Resolutions 4 and 5 by or on behalf any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Tchacos and Mr Fink) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolutions 5 and 6 by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the directions given to the proxy or attorney to vote on the Resolutions in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement Resolutions 5 and 6

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 4 to 6 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 4 to 6 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:

(c) the proxy is either:
(iv) a member of the Key Management Personnel; or
(v) a Closely Related Party of such a member; and
(d) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 4 to 6 Excluded Party, the above prohibition does not apply if:

(d) 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.

8. Resolution 7 – Issue of Shares (Salary Sacrifice) to Director – Mr Ian Tchacos

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.14, section 195(4) and Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $5,000 to Mr Ian Tchacos (or his nominee), on the terms and conditions set out in the Explanatory Statement."

9. Resolution 8 – Issue of Shares (Salary Sacrifice) to Director – Mr Paul Fink

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.14, section 195(4) and Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $5,000 to Mr Paul Fink (or his nominee), on the terms and conditions set out in the Explanatory Statement."

10. Resolution 9 – Issue of Shares (Salary Sacrifice) to Director – Mr Andrew Childs

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.14, section 195(4) and Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $13,000 to Mr Andrew Childs (or his nominee), on the terms and conditions set out in the Explanatory Statement."

11. Resolution 10 – Issue of Shares (Salary Sacrifice) to Director – Mr Edouard Etienvre

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.14, section 195(4) and Chapter 2E of the Corporations Act, and for all other purposes, approval is given for the Company to issue Shares in the Company to the value of $95,000 to Mr Edouard Etienvre (or his nominee), on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolutions 7 to 10

The Company will disregard any votes cast in favour of Resolutions 7 to 10 by or on behalf any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons ( Resolution 7 to 10 Excluded Party ).

However, this does not apply to a vote cast in favour of the Resolutions 7 to 10 by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the directions given to the proxy or attorney to vote on the Resolutions in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement Resolutions 7 to 10

A person appointed as a proxy must not vote, on the basis of that appointment on these Resolutions 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 these Resolutions.

Provided the Chair is not a Resolution 7 to 10 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.

12. Resolution 11 – Approval of 7.1A Mandate

To consider and, if thought fit, pass, the following resolution with or without amendment, as a special resolution :

“That, pursuant to and in accordance with ASX Listing Rule 7.1A, and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Statement”.

13. General

To transact any other business as may be brought before the meeting in accordance with the Constitution of the Company, the Corporations Act, or otherwise.

BY ORDER OF THE BOARD

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IAN TCHACOS EXECUTIVE CHAIRMAN 15 April 2021

ADX Energy Ltd EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

1. Financial Statement and Reports – Agenda Item

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2020 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s financial report to Shareholders unless specifically requested to do so. The Company’s financial report is available on its website at http://adxenergy.com.au/.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution to shareholders that the remuneration report be adopted must be put to shareholders. However, such a resolution is advisory only and does not bind the Directors of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the December financial report of the company. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

The Remuneration Report is set out in the Company’s Annual Report which:

outlines the Board’s policy for determining the nature and amount of remuneration of Directors, the company secretary and other key management personnel of the Company;
discusses the relationship between the Board’s remuneration policy and the Company’s performance;
• details and explains any performance condition applicable to the remuneration of a Director, secretary or other key management personnel;
details the remuneration (including options, if any) of each Director and other key management personnel of the Company for the period; and
summarises the terms of any contract under which any Director, the company secretary or other key management personnel is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. Resolution 2 – Re-Election of Mr Ian Tchacos as a Director

Under the Company's existing Constitution, one third of the Directors (or if their number is not a multiple of three, the number nearest one third) must retire from office at each annual general meeting of the Company. Directors who retire in accordance with this requirement are eligible for re-election. The Directors to retire are those (other than the Managing Director) who have been in office for three years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment. For the purposes of Listing Rule 14.4 and clause 13.2 of the existing Constitution, shareholder approval is being sought to re-elect Mr Ian Tchacos as a Director.

Mr Tchacos was originally appointed as Non Executive Chairman of ADX on 2 March 2010 and appointed as Executive Chairman on 28 September 2015. He is a Petroleum Engineer with over 30 years international experience in corporate development and strategy, mergers and acquisitions, petroleum exploration, development and production operations, commercial negotiation, oil and gas marketing and energy finance. He has a proven management track record in a range of international oil company environments. As Managing Director of Nexus Energy, he was responsible for this company’s development from an onshore micro cap explorer to an ASX top 200 offshore producer and operator.

If re-elected, the Board considers Mr Tchacos will not be an independent director due to his position as Executive Chairman.

The Board has reviewed Mr Tchacos’ performance since his appointment to the Board and considers that Mr Tchacos’ skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Tchacos and recommends that Shareholders vote in favour of Resolution 2.

4. Resolution 3 – Re-election of Mr Andrew Childs as a Director

Mr Childs was originally appointed as a Director on 11 November 2009. Mr Child graduated from the University of Otago, New Zealand in 1980 with a Bachelor of Science in Geology and Zoology. Having started his professional career as an Exploration Geologist in the Eastern Goldfields of Western Australia, Mr Childs moved to petroleum geology and geophysics with Perth based Ranger Oil Australia (later renamed Petroz NL). He gained technical experience with Petroz as a Geoscientist and later commercial experience as the Commercial Assistant to the Managing Director. Mr Childs is Chairman of Sacgasco Limited, a Director of Xstate Resources Limited and Managing Director of Petroleum Ventures Pty Ltd.

Mr Childs has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. The Board considers Mr Childs is an independent director.

The Board has reviewed Mr Childs’ performance since his appointment to the Board and considers that Mr Childs’ skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Childs and recommends that Shareholders vote in favour of Resolution 3.

5. Resolution 4 – Adoption of Performance Rights and Option Plan

Resolution 4 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Performance Rights and Option Plan” ( Plan ) in accordance with ASX Listing Rule 7.2(Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Incentive Options and Performance Rights under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company. Incentive Options and Performance Rights will also be offered to key employees in lieu of fees to align employees with shareholder objectives and minimise consumption of cash.

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.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 4 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of Securities stated in Section 5.1 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 4 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights or Options.

5.1 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 4:

a summary of the key terms and conditions of the Plan is set out in Schedule 1. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns;
the Company has issued 107,068,927 Options under the Employee Incentive Option Plan since the plan was last approved by Shareholders on 25 May 2018. Shareholders should note that the new Plan

replaces the old Employee Incentive Option Plan and accordingly, it is the first time approval is sought under Listing Rule 7.2 exception 13; and

the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 250,000,000 Securities (being approximately 10% of the Company’s current issued capital), which includes 23,400,000 Securities proposed to be issued under Resolutions 5 to 6 and 11,800,000 Securities proposed to be issued under Resolutions 7 to 10. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

6. Resolutions 5 and 6 - Issue of Related Party Options

6.1 General

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Performance Rights and Option Plan (refer to Resolution 4), to issue a total of 23,400,000 Options ( Related Party Options ) to Mr Ian Tchacos and Mr Paul Fink (or their nominees) ( Related Parties ) under the Company’s Performance Rights and Option Plan on the terms and conditions set out below.

These options are being granted for the following reasons:

(a) For Ian Tchacos – as remuneration for reduced consulting fees. Ian Tchacos has agreed to receive 50% of his consulting day rate of $1,500/day as equity; and
(b) For Paul Fink – as remuneration for reduced consulting fees. Paul Fink has agreed to receive 50% of his consulting day rate of $1,500/day for all work, excluding consulting direct to subsidiary ADX VIE GmbH, as equity.

6.2 Chapter 2E of the Corporations Act

For a public company or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Related Party Options constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As it is proposed that Related Party Options be issued to 50% of the Directors, the Directors have been unable to form quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act. Accordingly, Shareholder approval is sought for the issue of Related Party Options to the Related Parties.

6.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity; 10.14.2 an associate of a director of the entity; or 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Related Party Options to Messrs Tchacos and Fink falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 5 to 6 seek the required Shareholder approval for the issue of the Related Party Options under and for the purposes of Listing Rule 10.14 and Chapter 2E of the Corporations Act.

6.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 to 6 are passed, the Company will be able to proceed with the issue of the Related Party Options to the Related Parties under the Performance Rights and Option Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Options (because approval is being obtained under Listing Rule 10.14), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 to 6 are not passed, the Company will not be able to proceed with the issue of the Related Party Options to the Related Parties under the Performance Rights and Option Plan and the Company may be required to re-negotiate the remuneration arrangements with the Related Parties, which may require additional cash payments and affect the Company’s available cash position.

6.5 Shareholder Approval (Chapter 2E of the Corporations Act and ASX Listing Rule 10.14)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to Resolutions 5 to 6:

(a) the Related Party Options will be issued to Messrs Tchacos and Fink (or their nominee), who fall within the category set out in Listing Rule 10.14.1 by virtue of being Directors;
(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 15,000,000 Related Party Options to Mr Tchacos (or his nominee) pursuant to Resolution 5; and
(ii) 8,400,000 Related Party Options to Mr Fink (or his nominee) pursuant to Resolution 6.
(c) the Related Party Options will be granted to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued in quarterly instalments as follows:

For Mr Ian Tchacos and Mr Paul Fink

QUARTERLY TRANCHE	NUMBER GRANTED	VESTING DATE	EXERCISE PRICE	EXPIRY DATE
1	Note *	31 May2021	Zero	31 May2025
2	Note *	31 July2021	Zero	31 July2025
3	Note *	31 October 2021	Zero	31 October 2025
4	Note *	31 January2022	Zero	31 January2026

Note * - Number granted will be determined by dividing the Directors’ consulting fees that the Company has agreed to pay to the Related Parties via equity using a deemed price based on the volume weighted average sale price of Shares sold on ASX during the 90 days prior to the expiration of the corresponding calendar quarter in which the Directors’ consulting fees were incurred, provided that the maximum number of Related Party Options to be issued does not exceed the number in (b) above.

(d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised. There is a nil issue price;
(e) The following unlisted options have been issued to the Directors under the Company’s Performance Rights and Option Plan since it was last adopted by Shareholders on 25 May 2018:

(i) On 11 June 2018, 4,589,422 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 31 March 2018, as approved by Shareholders on 25 May 2018.
(ii) On 11 June 2018, 4,000,000 unlisted options were issued to Philip Haydn-Slater – as a signon bonus upon his appointment as a Director, as approved by Shareholders on 25 May 2018.
(iii) On 14 August 2018, 5,180,625 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 30 June 2018, as approved by Shareholders on 25 May 2018.
(iv) On 8 August 2019, 18,072,991 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the nine months ended 31 March 2019, as approved by Shareholders on 31 May 2019.
(v) On 8 August 2019, 12,798,214 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 30 June 2019, as approved by Shareholders on 31 May 2019.
(vi) On 16 October 2019, 8,249,999 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 30 September 2019, as approved by Shareholders on 31 May 2019.
(vii) On 13 January 2020, 8,793,750 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 31 December 2019, as approved by Shareholders on 31 May 2019.
(viii) On 26 June 2020, 5,000,000 unlisted options were issued to Edouard Etienvre – as a signon bonus upon his appointment as a Director, as approved by Shareholders on 26 June 2020.
(ix) On 26 June 2020, 12,578,571 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 31 March 2020, as approved by Shareholders on 26 June 2020.
(x) On 5 November 2020, 17,922,544 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarters ended 30 June and 30 September 2020, as approved by Shareholders on 26 June 2020.
(xi) On 16 February 2021, 9,882,811 unlisted options were issued to Ian Tchacos and Paul Fink in lieu of cash for consulting services for the quarter ended 31 December 2020, as approved by Shareholders on 26 June 2020.
(f) all Directors are entitled to participate in the Performance Rights and Option Plan, however options are only being granted to Ian Tchacos and Paul Fink;
(g) no loan has been provided to any of the Related Parties in relation to the issue of the Related Party Options;
(h) the Related Party Options will be granted under the Company’s Performance Rights and Option Plan, the terms and conditions which are set out in Schedule 1, with specific terms of the Related Party Options set out in Schedule 2;
(i) the value of the Related Party Options and the pricing methodology is set out in Schedule 3;
(j) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Mr Ian Tchacos	62,303,958	50,724,032
Mr Paul Fink	73,010,542	16,939,730

(k) the remuneration and emoluments (including the value of share based payments) from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party		Current Year ending 31 December 2021 (Estimated) $	Previous Year ended 31 December 2020 $
Mr Ian Tchacos	Cash *	226,000	213,216
Mr Ian Tchacos	Accrued at year end – paid/to be paid in Equity afteryear-end	-	44,750
Mr Ian Tchacos	Share-Based (shares in lieu of cash)	5,000	3,750
Mr Ian Tchacos	Share-Based (options in lieu of cash)**	150,000	114,281
Mr Ian Tchacos	Total	381,000	375,997
Mr Paul Fink	Cash	310,000	280,370
Mr Paul Fink	Accrued at year end – paid/to be paid in Equity afteryear-end	-	17,047
Mr Paul Fink	Share-Based (shares in lieu of cash)	5,000	3,750
Mr Paul Fink	Share-Based (options in lieu of cash)**	84,000	89,775
Mr Paul Fink	Total	399,000	390,942

Cash includes consulting fees, directors’ fees and superannuation.

** Assumes the Related Party Options proposed under this Notice of Meeting are approved and issued.

(l) if the Related Party Options granted to the Related Parties are exercised, a total of 29,300,000 Shares would be issued. This will increase the number of Shares on issue from 2,512,261,472 to 2,535,661,472 (assuming that no other Options are exercised, and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.9%, comprising 0.6% by Mr Tchacos and 0.3% by Mr Fink.

The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(m) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

Price	Date
0.014	18 February 2021
0.004	30 October 2020
0.011	14 April 2021

(n) the primary purpose of the grant of the Related Party Options to Ian Tchacos and Paul Fink is to conserve cash for exploration and appraisal by remunerating partly in equity. The options granted to Edouard Etienvre are to provide an incentive component in the remuneration package to provide a retention incentive;

(o) Mr Tchacos declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the resolution on the basis that Mr Tchacos is to be

granted Related Party Options in the Company should Resolution 5 be passed. However, in respect of Resolution 6, Mr Tchacos recommends that Shareholders vote in favour of the resolution for the following reasons:

(i) the Related Party Options are unquoted, therefore, the issue of the Related Party Options has no immediate dilutionary impact on Shareholders;
(ii) the grant of Related Party Options to the Related Parties will align the interests of the Related Parties with those of Shareholders;
(iii) the grant of the Related Party Options is a reasonable and appropriate method to reward Directors without using its cash reserves and provides a better alternative than using cash forms of remuneration to the Related Parties;
(iv) because of the deferred taxation benefit which is available to the Related Parties in respect of an issue of Related Party Options. This is also beneficial to the Company as it means the Related Parties are not required to immediately sell the Related Party Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; and
(v) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;
(p) Mr Fink declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that Mr Fink is to be granted Related Party Options in the Company should Resolution 6 be passed. However, in respect of Resolution 5, Mr Fink recommends that Shareholders vote in favour of the resolution for the reasons set out in paragraph (o);
(q) Mr Childs and Mr Etienvre recommend that Shareholders vote in favour of Resolutions 5 and 6 for the reasons set out in paragraph (o) ;
(r) in forming their recommendations, each Director considered the experience of each Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options;
(s) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5 and 6;
(t) details of any Options issued under the Performance Rights and Option Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(u) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Performance Rights and Option Plan after Resolutions 5 and 6 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14; and
(v) a voting exclusion statement is included in Resolutions 5 and 6 of the Notice.

7. Resolutions 7 to 10 – Issue of Shares (Salary Sacrifice) to Directors

7.1 General

In accordance with the terms of the Directors’ Salary Sacrifice Share Plan, the Company’s Directors have agreed to reduce their cash director fees in lieu of Shares in order to maximise the availability of cash for the Company’s future exploration and appraisal activities.

A summary of the key terms and conditions of the Directors’ Salary Sacrifice Share Plan is set out in Schedule

In addition, a copy of the Directors’ Salary Sacrifice Share Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Directors’ Salary Sacrifice Share Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue Shares ( Related Party Shares ) to Mr Tchacos, Mr Fink, Mr Childs and Mr Etienvre ( SS Directors ) on the terms and conditions set out below. The purpose of the proposed issue of the Related Party Shares is to provide remuneration to compensate for the cash fee reductions described above.

7.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in section 6.2 above.

The issue of the Related Party Shares constitutes giving a financial benefit and Mr Tchacos, Mr Fink, Mr Childs and Mr Etienvre are related parties of the Company by virtue of being Directors.

As it is proposed that all the Directors will receive Related Party Shares, the Directors have been unable to form quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to these issues. Accordingly, in accordance with section 195(4) of the Corporations Act, the Directors have exercised their right to seek shareholder approval for the issue of Related Party Shares to the SS Directors.

7.3 Listing Rule 10.14

A summary of Listing Rule 10.14 is set out in section 5.3 above.

The issue of Related Party Shares to Mr Tchacos, Mr Fink, Mr Childs and Mr Etienvre falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 7 to 10 seek the required Shareholder approval for the issue of the Related Party Shares under and for the purposes of Listing Rule 10.14 and Chapter 2E of the Corporations Act.

7.4 Technical information required by Listing Rule 14.1A

If Resolutions 7 to 10 are passed, the Company will be able to proceed with the issue of the Related Party Shares to Messrs Tchacos, Fink, Childs and Etienvre under the Directors’ Salary Sacrifice Share Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Shares (because approval is being obtained under Listing Rule 10.14), the issue of the Related Party Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 7 to 10 are not passed, the Company will not be able to proceed with the issue of the Related Party Shares to Messrs Tchacos, Fink, Childs and Etienvre under the Directors’ Salary Sacrifice Share Plan and the Company may be required to re-negotiate the remuneration arrangements with the SS Directors, which may require additional cash payments and affect the Company’s available cash position.

7.5 Shareholder Approval (Chapter 2E of the Corporations Act and ASX Listing Rule 10.14)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to Resolutions 7 to 10:

(a) the Related Party Shares will be issued to Mr Tchacos, Mr Fink, Mr Childs and Mr Etienvre (or their nominees), who fall within the category set out in Listing Rule 10.14.1 by virtue of being Directors;
(b) the number of Related Party Shares to be issued to each SS Director will be determined by dividing the portion of Directors’ fees that the Company has agreed to pay the SS Directors with shares by the deemed issue price of the Related Party Shares calculated in accordance with paragraph (d) below, provided that the maximum number of Related Party Shares to be issued to the SS Directors pursuant to Resolutions 7 to 10 shall be as follows:

Related Party	Maximum Number of Shares*
Ian Tchacos	500,000
Paul Fink	500,000
Andrew Childs	1,300,000
Edouard Etienvre	9,500,000
Total	11,800,000

The maximum number of shares has been determined based on the directors’ cash reduction of remuneration from 1 January 2021 to 31 December 2021, and also includes shares in lieu of consulting fees for Edouard Etienvre for the year ended 31 December 2020. As noted in (d) and (k) below, the Related Party Shares will be issued on a quarterly basis according to the Directors’ fees (and additional consulting for Edouard Etienvre) owing to each of the SS Directors at that time at an issue price of no less than the volume weighted average sale price of Shares sold on ASX during the 90 days prior to the expiration of the corresponding calendar quarter in which the Directors’ fees were incurred;

(c) the value of the maximum number of Related Party Shares that could potentially be issued to the SS Directors pursuant to Resolutions 7 to 10 (being the nature of the financial benefit being provided) is set out below. The basis of the valuation is the last trading price of Shares on 23 March 2021 of $0.01:

set out below. The basis of the valuation is the last	trading price of Shares on 23 March 2021 of $0.01:
Related Party	Value of Related Party Shares based on closing price on 23 March 2021
Ian Tchacos	$5,000
Paul Fink	$5,000
Andrew Childs	$13,000
Edouard Etienvre	$95,000

(d) the Related Party Shares will be issued for nil cash consideration as they will be issued in satisfaction of Directors’ fees (and additional consulting for Edouard Etienvre) agreed to be paid by the Company to the SS Directors at quarterly intervals. Accordingly, no funds will be raised from the issue of the Related Party Shares. The Related Party Shares will be deemed to have an issue price of no less than the volume weighted average sale price of Shares sold on ASX during the 90 days prior to the expiration of the corresponding calendar quarter in which the remuneration was incurred;

(e) the Related Party Shares will be issued under the Company’s Directors’ Salary Sacrifice Share Plan, the terms and conditions which are set out in Schedule 4;
(f) previous issues under the Directors’ Salary Sacrifice Plan to the Directors since the previous Annual General Meeting are follows:
(i) On 26 June 2020, 786,481 Shares were issued under the Directors’ Salary Sacrifice Share Plan as salary sacrifice for remuneration for the quarter ended 31 March 2020;
(ii) On 5 November 2020, 958,332 Shares were issued under the Directors’ Salary Sacrifice Share Plan as salary sacrifice for remuneration for the quarter ended 30 June 2020,
(iii) On 5 November 2020, 821,427 Shares were issued under the Directors’ Salary Sacrifice Share Plan as salary sacrifice for remuneration for the quarter ended 30 September 2020; and
(iv) On 16 February 2021, 958,332 Shares were issued under the Directors’ Salary Sacrifice Share Plan as salary sacrifice for remuneration for the quarter ended 31 December 2020.

Refer to the table below for a summary of shares issued to each Director since the previous Annual General Meeting.

Director I Tchacos I Tchacos I Tchacos I Tchacos P Fink P Fink P Fink P Fink E Etienvre E Etienvre E Etienvre E Etienvre TOTAL	Number of Shares Issued Issue Date
	178,571 26/06/2020 208,333 5/11/2020 178,571 5/11/2020 208,333 16/02/2021 773,808 178,571 26/06/2020 208,333 5/11/2020 178,571 5/11/2020 208,333 16/02/2021 773,808 429,339 26/06/2020 541,666 5/11/2020 464,285 5/11/2020 541,666 16/02/2021 1,976,956 3,524,572

(g) the Related Party Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(h) all current Directors of the Company are eligible to participate in the Directors’ Salary Sacrifice Share Plan. This includes Mr Tchacos, Mr Fink, Mr Childs and Mr Etienvre;
(i) no loan has been provided to any of the SS Directors in relation to the issue of the Related Party Shares;
(j) the Related Party Shares will be issued no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and will be issued on a quarterly basis according to the Directors’ fees owing to each of the SS Directors at that time;
(k) the relevant interests of the SS Directors in securities of the Company are set out below:

Related Party	Shares	Options
Ian Tchacos	62,303,958	50,724,032
Paul Fink	73,010,542	16,939,730
Andrew Childs	25,388,524	-
Edouard Etienvre	1,976,956	5,000,000

(l) the remuneration and emoluments, including the value of share based payments from the Company to the SS Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Year 31 December 2021* $	Previous Year 31 December 2020 $
Ian Tchacos	381,000	375,997
Paul Fink	399,000	390,942
Andrew Childs	33,000	33,000
Edouard Etienvre**	133,000	106,275

Includes the estimated value of Related Party Shares and Options to be issued for the period 1 January 2020 to 31 December 2020, assuming Shareholder approval.
** Appointed 7 January 2020.

(m) if the maximum permitted number of Related Party Shares are issued to the SS Directors, a total of 11,800,000 new Shares would be issued. This will increase the number of Shares on issue from 2,512,261,472 to 2,524,061,472 (assuming that no Options are exercised, and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.5%, comprising 0.02% by Ian Tchacos, 0.02% by Paul Fink, 0.05% by Andrew Childs and 0.37% by Edouard Etienvre.
(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

below:
	Price	Date
Highest	0.014	18 February 2021
Lowest	0.004	30 October 2020
Last	0.011	14 April 2021

(o) Mr Tchacos declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution on the basis that Mr Tchacos is to be issued Related Party Shares in the Company should Resolution 7 be passed. However, in respect of Resolutions 8 to 10, Mr Tchacos recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the issue of the Related Party Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the SS Directors; and
(ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Shares upon the terms proposed;
(p) Mr Fink declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution on the basis that Mr Fink is to be issued Related Party Shares in the Company should Resolution 8 be passed. However, in respect of Resolutions 7 and 9 to 10, Mr Fink recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(q) Mr Childs declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution on the basis that Mr Childs is to be issued Related Party Shares in the Company should Resolution 9 be passed. However, in respect of Resolutions 7, 8 and 10, Mr Childs recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(r) Mr Etienvre declines to make a recommendation to Shareholders in relation to Resolution 10 due to his material personal interest in the outcome of the Resolution on the basis that Mr Etienvre is to be issued Related Party Shares in the Company should Resolution 10 be passed. However, in respect of Resolutions 7 to 9, Mr Etienvre recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(s) in forming their recommendations, each Director considered the experience of each other SS Director, the current market price of Shares and the current market practices when determining the number of Related Party Shares to be issued;
(t) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 7 to 10;
(u) details of any Shares issued under the Directors’ Salary Sacrifice Share Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(v) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue

of Shares under the Directors’ Salary Sacrifice Share Plan after Resolutions 7 to 10 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14; and

(w) a voting exclusion statement is included in the Notice in connection with Resolutions 7 to 10.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Shares to SS Directors as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Related Party Shares to the SS Directors will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

8. Resolution 11 – Approval of 7.1A Mandate

8.1 Introduction

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 securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $27,634,876.20 (based on the number of Shares on issue and the closing price of Shares on the ASX on 30 March 2021.

Resolution 11 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 11 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 11 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

8.2 Technical Information required by ASX listing Rule 7.1A.

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 11:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expiring on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Issue Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 8.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for funding expenditure associated with the operations in Austria, exploration and development of oil and gas permits, cash acquisitions of new assets or investments and/or general working capital.

(d) Risk of economic and voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will have a dilutive effect on the interests of existing Shareholders who do not receive any Shares under the issue.

If Resolution11 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 30 March 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

Issued Share Capital (# of Shares)	50% decrease in current Market Price $ 0.055	50% decrease in current Market Price $ 0.055	Current Market Price (as at 30 March 2021) $ 0.011	Current Market Price (as at 30 March 2021) $ 0.011	100% increase in current Market Price $ 0.022	100% increase in current Market Price $ 0.022
	10% Voting Dilution	Capital Raised $	10% Voting Dilution	Capital Raised $	10% Voting Dilution	Capital Raised $
Present Share Capital 2,512,261,472	251,226,147	1,381,744	251,226,147	2,763,488	251,226,147	5,526,975
50% Increase in Share Capital 3,768,392,208	376,839,221	2,072,616	376,839,221	4,145,231	376,839,221	8,290,463
100% Increase in share capital 5,024,522,944	502,452,294	2,763,488	502,452,294	5,526,975	502,452,294	11,053,950

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

Assumptions and explanations

There are currently 2,512,261,472 shares on issue at the date of this Notice of Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 30 March 2021.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a specific risk that:

(i) the market price for the Company’s Shares may be significantly lower on the date of the issue than it is on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the issue date.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under ASX Listing Rule 7.1A.

The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at its Annual General Meeting held on 26 June 2020 ( Previous Approval ).

During the 12 month period preceding the date of the Meeting, being on and from 26 June 2020, the Company issued a total of 171,217,534 Shares under rule 7.1A which represents approximately 8.71% of the total diluted number of Equity Securities on issue in the Company on 26 June 2020, which was 1,966,006,305 (1,710,559,177 Shares and 255,447,128 options).

Details of the issues of Equity Securities by the Company under Listing Rule 7.1A during the 12 month period preceding the date of the annual general meeting are as follows:

Date of Issue	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price on the trading day prior to the issue	Consideration
18-12-2020	171,217,534	Ordinary Shares (issued under Listing Rule 7.1A)	Placement to sophisticated investors	0.006 Market Price day before issue was 0.006. Discount nil%.	Cash $1,027,305 - Funds raised primarily used to supplement ADX’s cash requirements for the Company’s key projects as well as growth opportunities in Austria and for working capital purposes. The Austrian growth opportunities include the payment of a bank guarantee of EUR 340k to the Austrian Mining Authority for the Molasse basin exploration and appraisal licenses in Upper Austria as well as well work overs on its producing Gaiselberg and Zistersdorf fields in the Vienna basin.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and
(ii) the information required by ASX Listing Rule 3.10.5A for release to the market.
(e) Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

Recommendations

The Board believes that the Resolutions to be proposed at the Company’s Annual General Meeting are in the best interests of the Company and (except where otherwise stated) unanimously recommends that Shareholders vote in favour of each Resolution.

Enquiries

Shareholders are invited to contact the Company Secretary, Amanda Sparks, on (08) 9381 4266 if they have any queries in respect of the matters set out in these documents.

G L O S S AR Y

$ means Australian dollars.

$ means Australian dollars. Eligible Entity means an entity that, at the date of the relevant general meeting is not included in the S&P/ASX 300 Index; and has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000. 7.1A Mandate has the meaning given in Section 8.1 . Equity Securities includes a Share, a right to a Share or Option, an 10% Placement Capacity has the meaning given in section 9 of this Option, a convertible security and any security that ASX decides to Notice. classify as an Equity Security. Annual General Meeting or Meeting means the meeting convened by Explanatory Statement means the explanatory statement the Notice. accompanying the Notice. ASIC means the Australian Securities and Investments Commission. Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Notice or Notice of Meeting means this notice of meeting including the Exchange, as the context requires. Explanatory Statement and the Proxy Form. ASX Listing Rules or Listing rules means the Listing Rules of ASX. Option means an option which enables the holder to subscribe for one Share. Board means the current board of directors of the Company Ordinary Securities has the meaning set out in the ASX Listing Rules. Business Day means Monday to Friday inclusive, except New Year’s Day, Proxy Form means the proxy form accompanying the Notice. Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means the chair of the Meeting. Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the period ended 31 December 2020. Closely Related Party of a member of the Key Management Personnel Resolutions means the resolutions set out in the Notice, or any one of means: them, as the context requires.

(a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth ). Company means ADX Energy Ltd (ABN 50 009 058 646). Share means a fully paid ordinary share in the capital of the Company. Constitution means the Company’s constitution. Shareholder means a holder of a Share. Corporations Act means the Corporations Act 2001 (Cth). Variable A means as set out in the formula in Listing Rule 7.1A.2. Directors means the current directors of the Company. WST means Western Standard Time as observed in Perth, Western Australia. Directors’ Share Plan means the ADX Directors’ Share Plan.

S C H E D UL E 1 – K E Y T E R M S AN D C O N DI T I ONS O F PE RF O RM AN CE RI G H T S A N D O P TI O N P L A N

The key terms of the Performance Rights and Option Plan ( Plan ) are as follows:

(a) Eligibility : Participants in the Plan consist of:
(i) a director (whether executive or non-executive) of any group company;
(ii) a full or part time employee of any group company;
(iii) a casual employee or contractor of a group company to the extent permitted by ASIC Class Order 14/1000 ( Class Order ); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming a under subparagraphs (i), (ii) or (iii) above,

who is declared by the Board to be eligible to receive grants of Options or Performance Rights (together, Awards ) under the Plan ( Eligible Participant ) .

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer

(c) Limit on Offers: Where the Company has relied or intends relying on the Class Order to make an Offer, the Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Awards offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer (noting that offers to senior employees within s708(12) are excluded from the calculation of the 5% limit).

(d) Issue price: Unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration. Performance Rights granted under the Plan will be issued for nil cash consideration.
(e) Exercise Price: The Board may determine the Option exercise price (if any) for an Option offered under that Offer in its absolute discretion. To the extent the ASX Listing Rules specify or require a minimum price, the Option Exercise Price in respect of an Option offered under an Offer must not be less than any minimum price specified in the ASX Listing Rules.

(f) Cashless Exercise Facility : If a Participant wishes to exercise some or all of their vested Options it may, subject to Board approval, elect to pay the Option Exercise Price by using the cashless exercise facility ( Cashless Exercise Facility ). The Cashless Exercise Facility entitles a Participant to set-off the Option Exercise Price against the number of Shares which the Participant is entitled to receive upon exercise of the Participant’s Options. By using the Cashless Exercise Facility, the Participant will receive Shares to the value of the surplus after the Option exercise price has been set-off.

(g) Vesting Conditions: In respect of any Award, any condition set out in the Offer must be satisfied (unless waived in accordance with the Plan) and the Board has notified the Eligible Participant of that fact before that Award can be exercised or any other restriction on exercise of that Award specified in the Offer or in the Plan. ( Vesting Conditions ).
(h) Vesting : The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:

(i) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:

  - (A) a Relevant Person ceasing to be an Eligible Participant due to:

     - (I) death or total or permanent disability of a Relevant Person; or

     - (II) retirement or redundancy of a Relevant Person;

  - (B) a Relevant Person suffering severe financial hardship;

  - (C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or

  - (D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the Relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or

(ii) a change of control occurring; or
(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(i)
Lapse of an Award : An Award will lapse upon the earlier to occur of:
(i) an unauthorised dealing in, or hedging of, the Award occurring;
(ii) a vesting condition in relation to the Award is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the vesting condition and vest the Award;
(iii) in respect of an unvested Award only, a relevant person ceases to be an Eligible Participant, unless the Board:
(A) exercises its discretion to vest the Award; or
(B) in its absolute discretion, resolves to allow the unvested Award to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of a vested Award only, a Relevant Person ceases to be an Eligible Participant and, where required by the Board in its absolute discretion, the vested Performance Right is not exercised within a one (1) month period (or such other period as the Board determines) as notified by the Board to the Participant after the date the Relevant Person ceases to be an Eligible Participant;
(v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant;
(vi) the Company undergoes a change of control or a winding up resolution or order is made, and the Award does not vest; and
(vii) the expiry date of the Award.

(j) Not transferrable

Awards are only transferrable in special circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death to the Participant’s legal personable representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

(k) Shares : All shares issued on exercise of an Award under the Plan will rank equally in all respects with the shares of the same class for the time being on issue except as regards any rights attaching to such shares by reference to a record date prior to the date of their issue.

(l) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Awards up to a maximum of five (5) years from the grant date of the Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.
(m) No Participation Rights : There are no participation rights or entitlements inherent in the Awards and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards without exercising the Award.
(n) Change in exercise price of number of underlying securities : An Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.
(o) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Award are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(p) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

S C H E D UL E 2 – S PE C IF IC TE R M S AN D C O N DI TI O N S O F RE L A TE D P ART Y O PT I ON S

Note - the Related Party Options will be granted under the Company’s Performance Rights and Option Plan.

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Exercise Price is Zero

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on four years after the deemed vesting date as per the table below: ( Expiry Date )

(Expiry Date)
QUARTERLY TRANCHE	EXPIRY DATE
1	31 May2025
2	31 July2025
3	31 October 2025
4	31 January2026

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Vesting Date

Options for Ian Tchacos and Paul Fink:

QUARTERLY TRANCHE	VESTING DATE
1	31 May2021
2	31 July2021
3	31 October 2021
4	31 January2022

(e) Exercise Period

The Options are exercisable at any time after vesting and on or prior to the Expiry Date ( Exercise Period ).

(f)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(h)

Timing of issue of Shares on exercise

Within 10 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (h) (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company, subject to any restriction periods imposed or escrow requirements as applicable.

(j)

Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(k) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(m) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n)

Unquoted

The Company will not apply for quotation of the Options on ASX.

(o)

Transferability

The Options are only transferable in accordance with the terms of the Performance Rights and Option Plan.

S C H E D UL E 3 – V A L U A TI O N O F RE L AT E D P AR TY O P TI O NS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 5 and 6 have been valued by internal management.

Options to be granted to Ian Tchacos and Paul Fink:

Based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:

Valuation date	23 March 2021
Marketprice of Shares *	$0.01
Exerciseprice	zero
Expirydate(length of time from issue)	4years

Indicative valueper Related Party Option	$0.01

Total Value of Related Party Options – I Tchacos	$150,000
Total Value of Related Party Options – P Fink	$84,000
Number granted will be determined by dividing the Directors’ consulting fees that the Company has agreed to pay to the Related Parties via equity using a deemed price based on the volume weighted average sale price of Shares sold on ASX during the 90 days prior to the expiration of the corresponding calendar quarter in which the Directors’ consulting fees were incurred, provided that the maximum number of Related Party Options to be issued does not exceed the number in Resolutions 5 and 6.

Note: The valuation noted above will be adjusted for the actual variables, including market price at the time of grant.

S C H E D UL E 4 – K E Y T E R M S AN D C O N DI T I ONS O F D IR E C T OR S ’ S A LA R Y S A CR I F ICE S H ARE P L A N

(a) Participants in the Directors’ Salary Sacrifice Share Plan (Directors’ Share Plan)

The Board may offer Shares to a Director of the Company or any Subsidiary, including Non-executive Directors ( Eligible Participant ).

Subject to Shareholder approval, the Board may offer to Eligible Participants the opportunity to subscribe for Shares in lieu of Directors’ fees owing by the Company to the Eligible Participant and upon such additional terms and conditions as the Board determines (including, without limitation, that an Eligible Participant continues to be a Director of the Company at the relevant time).

An Eligible Participant will not be required to make any payment in return for the Shares as they will be issued in satisfaction of Directors’ fees owing by the Company at the time of issue of the Shares, calculated on a quarterly basis.

(b)

Issue of Shares

Shares issued under the Directors’ Share Plan will rank equally in all respects with the then issued class of fully paid ordinary shares of the Company.

The Company will issue Shares under the Directors’ Share Plan on a quarterly basis, being 31 March, 30 June, 30 September and 31 December each year ( Quarter ).

The issue of Shares under the Directors’ Share Plan will be deemed to satisfy the relevant fees or salary owing by the Company to the Eligible Participant.

Shares issued to an Eligible Participant under the Directors’ Share Plan will have no restrictions on their transfer.

(c) Deemed issue price of Shares

The Shares issued pursuant to the Directors’ Share Plan will be issued for nil cash consideration as they will be issued in satisfaction of fees and salary owing by the Company to the Eligible Participant. The Shares will be deemed to have an issue price as determined by the Board at the time of issue of the Shares but such deemed issue price will be no less than the VWAP of Shares sold on ASX during the 90 days prior to the expiration of the relevant Quarter.

(d)

Shareholder Approval

All Shares issued pursuant to the Directors’ Share Plan will be subject to prior Shareholder approval under the Listing Rules and the Corporations Act (if required).

(e)

Amendments

Subject to the Listing Rules, the Board may at any time by resolution amend all or any of the provisions of the Directors’ Share Plan, or the terms or conditions of any Shares issued under the Directors’ Share Plan, provided that as soon as reasonably practicable after making any amendment, the Board gives notice in writing of that amendment to any Eligible Participant affected by the amendment.

(f)

Non-residents of Australia

The Board may adopt additional rules of the Directors’ Share Plan applicable in any jurisdiction outside Australia under which rights offered under the Directors’ Share Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Eligible Participant or to the Company in relation to the rights. Any additional rule must conform to the basic principles of the Directors’ Share Plan.

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ADX Energy Ltd ABN 50 009 058 646

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

ADX

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AWST) on Wednesday, 26 May 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of ADX Energy Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of ADX Energy Ltd to be held at Level 2, Suite 14, 210 Bagot Road, Subiaco, WA 6008 on Friday, 28 May 2021 at 10:00 AM (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 4-10 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4-10 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 4-10 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1 Adoption of Remuneration Report	Resolution 7 Issue of Shares (Salary Sacrifice) to Director – Mr Ian Tchacos
Resolution 2 Re-Election of Mr Ian Tchacos as a Director
	Resolution 8 Issue of Shares (Salary Sacrifice) to Director – Mr Paul Fink
Resolution 3 Re-election of Mr Andrew Childs as a Director
	Resolution 9 Issue of Shares (Salary Sacrifice) to Director – Mr Andrew Childs
Resolution 4 Adoption of Performance Rights and Option Plan
	Resolution 10 Issue of Shares (Salary Sacrifice) to Director – Mr Edouard Etienvre
Resolution 5 Issue of Director Options in Lieu of Consulting Fees – Mr Ian Tchacos

	Resolution 11 Approval of 7.1A Mandate
Resolution 6 Issue of Director Options in Lieu of Consulting Fees – Mr Paul Fink

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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2 7 5 2 3 2 A

A D X

AI assistant

ADX ENERGY LTD — AGM Information 2021

64308_rns_2021-04-21_f21e2fc5-2ad8-4b70-b1cf-4da329209a92.pdf

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF ADX ENERGY LTD

ADX Energy Ltd ABN 50 009 058 646 Suite 14, 210 Bagot Road, Subiaco WA 6008 Phone: 08 9381 4266 Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

Your Vote is Important

How to Vote

Voting eligibility

Voting in Person

Voting by Proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports – Agenda Item

2.

Resolution 1 – Adoption of Remuneration Report

Note: In accordance with section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. Resolution 2 – Re-Election of Mr Ian Tchacos as a Director

4. Resolution 3 – Re-election of Mr Andrew Childs as a Director

5. Resolution 4 – Adoption of Performance Rights and Option Plan

Voting Exclusion Statement:

Voting Prohibition statement:

6. Resolution 5 – Issue of Director Options in Lieu of Consulting Fees – Mr Ian Tchacos

7. Resolution 6 – Issue of Director Options in Lieu of Consulting Fees – Mr Paul Fink

Voting Exclusion Statement for Resolutions 5 and 6

Voting Prohibition Statement Resolutions 5 and 6

8. Resolution 7 – Issue of Shares (Salary Sacrifice) to Director – Mr Ian Tchacos

9. Resolution 8 – Issue of Shares (Salary Sacrifice) to Director – Mr Paul Fink

10. Resolution 9 – Issue of Shares (Salary Sacrifice) to Director – Mr Andrew Childs

11. Resolution 10 – Issue of Shares (Salary Sacrifice) to Director – Mr Edouard Etienvre

Voting Exclusion Statement for Resolutions 7 to 10

Voting Prohibition Statement Resolutions 7 to 10

12. Resolution 11 – Approval of 7.1A Mandate

13. General

BY ORDER OF THE BOARD

IAN TCHACOS EXECUTIVE CHAIRMAN 15 April 2021

ADX Energy Ltd EXPLANATORY STATEMENT

1. Financial Statement and Reports – Agenda Item

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. Resolution 2 – Re-Election of Mr Ian Tchacos as a Director

4. Resolution 3 – Re-election of Mr Andrew Childs as a Director

5. Resolution 4 – Adoption of Performance Rights and Option Plan

5.1

Technical information required by Listing Rule 7.2 (Exception 13)

6. Resolutions 5 and 6 - Issue of Related Party Options

6.1

General

6.2 Chapter 2E of the Corporations Act

6.3

Listing Rule 10.14

6.4 Technical information required by Listing Rule 14.1A

6.5 Shareholder Approval (Chapter 2E of the Corporations Act and ASX Listing Rule 10.14)

7. Resolutions 7 to 10 – Issue of Shares (Salary Sacrifice) to Directors

7.1 General

7.2 Chapter 2E of the Corporations Act

7.3 Listing Rule 10.14

7.4 Technical information required by Listing Rule 14.1A

7.5 Shareholder Approval (Chapter 2E of the Corporations Act and ASX Listing Rule 10.14)

8. Resolution 11 – Approval of 7.1A Mandate

8.1 Introduction

8.2 Technical Information required by ASX listing Rule 7.1A.

(a) Period for which the 7.1A Mandate is valid

(b) Minimum Issue Price

(c) Use of funds raised under the 7.1A Mandate

(d) Risk of economic and voting dilution

Assumptions and explanations

(e) Allocation policy under the 7.1A Mandate

(f) Previous approval under ASX Listing Rule 7.1A.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

ADX ENERGY LTD AGM Information 2021