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ALCHEMY RESOURCES LIMITED AGM Information 2021

Oct 17, 2021

64369_rns_2021-10-17_a39ad885-c318-4f0e-8747-412c7afae77a.pdf

AGM Information

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18 October 2021

Dear Shareholder

Annual General Meeting – Notice & Proxy Form

Notice is hereby given that the Annual General Meeting ( Meeting ) of Shareholders of Alchemy Resources Limited (ACN 124 444 122) (the Company ) will be held at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco WA 6008 on Thursday, 18 November 2021 at 11.00am (WST).

The Board has made the decision that it will hold a physical meeting with the appropriate social distancing measures in place to comply with the Federal and State Governments’ current restrictions for physical gatherings.

In accordance with section 253RA(2) of the Corporations Act 2001, the Company will not be dispatching physical copies of the Notice of Meeting ( NOM ) (other than to shareholders who have made a valid election to receive documents in hard copy only). Instead, a copy of the NOM is available electronically - on the Company’s website at https://alchemyresources.com.au/asx releases/ or alternatively on the ASX Market Announcements page at https://www.asx.com.au/asx/statistics/announcements.do by searching under the Company’s ASX code “ALY”.

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the attached proxy form by:

post to: Automic Registry Services GPO Box 5193 Sydney NSW 2001 or email to: [email protected] or fax to: +61 2 8583 3040

Your proxy voting instruction must be received by 11.00am (AWST) on Tuesday, 16 November 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are changing rapidly. The Company will update Shareholders if such circumstances will impact planning or the arrangements for the Meeting by way of an announcement on the ASX and the details will also be made available on our website at http://www.alchemyresources.com.au.

GPO Box 2815 T: +61 8 9481 4400 E: [email protected] Perth WA 6001 F: +61 8 9481 4404 W: www.alchemyresources.com.au

Suite 8, 8 Clive Street West Perth WA 6005

The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the NOM, please contact the Company’s share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Yours sincerely

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Lindsay Dudfield Chairman

T: +61 8 9481 4400 E: [email protected] F: +61 8 9481 4404 W: www.alchemyresources.com.au

Suite 8, 8 Clive Street West Perth WA 6005

GPO Box 2815 Perth WA 6001

.+

ALCHEMY RESOURCES LIMITED

ACN 124 444 122

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11.00am (WST) DATE : 18 November 2021 PLACE : BDO Audit (WA) Pty Ltd 38 Station Street Subiaco, Western Australia 6008

YOUR ANNUAL REPORT IS AVAILABLE ONLINE AT: www.alchemyresources.com.au

This Notice of Annual General 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 Annual General Meeting, please do not hesitate to contact the Company Secretary on (08) 6245 2050.

CONTENTS

Notice of Annual General Meeting (setting out the proposed Resolutions) .......................................................................... 3 Explanatory Statement (explaining the proposed Resolutions) ...................................................................................................7 Glossary .......................................................................................................................................................................................................... 15 Annexure A – Terms of Lead Manager Options .............................................................................................................................. 16

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Alchemy Resources Limited to which this Notice of Meeting relates will be held at 11.00am (WST) on Thursday, 18 November 2021 at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, Western Australia 6008.

YOUR VOTE IS IMPORTANT

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

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Shareholders can download and fill out the “Appointment of Corporate Representative” form from the website of the Company’s share registry at: https://www.automicgroup.com.au/app/uploads/2019/08/A ppointment-of-Corporate-Representative.pdf.

HOW TO VOTE

Shareholders can vote by either:

  • attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote;

  • appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions online, in person, by post, or by facsimile; or

  • lodging their proxy and voting online at https://investor.automic.com.au/#/loginsah by following the instructions set out on the attached Proxy Form.

VOTING IN PERSON

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company’s share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

VOTING BY PROXY

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

A proxy need not be a Shareholder.

The proxy can be either an individual or a body corporate.

If a proxy votes, they must cast all directed proxies as directed.

If a proxy does not vote on a resolution which has been directed by the Shareholder, the proxy for that resolution will automatically default to the Chair, who will vote the proxy as directed.

If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1.

Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

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If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

If a proxy has 2 or more appointments that specify different ways to vote on a resolution then the proxy must not vote on a show of hands.

Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair as their proxy to vote on their behalf.

If a proxy form is returned but the nominated proxy does not attend the meeting, the Chair will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair, the Company Secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice of Meeting, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions.

LODGEMENT OF PROXY FORMS

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code on your Proxy Form.

By Mail:

Automic GPO Box 5193 Sydney NSW 2001

In Person:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

By Email:

[email protected]

By Fax:

+61 2 8583 3040

so that it is received not later than 11.00am (WST) on Tuesday, 16 November 2021.

Proxy Forms received after this time will be invalid.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00pm WST on 16 November 2021.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Alchemy Resources Limited will be held at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, Western Australia 6008 at 11.00am (WST) on Thursday, 18 November 2021.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1: ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company’s Annual Report for the year ended 30 June 2021 be adopted.”

The Remuneration Report is contained in the Directors’ Report in the Company’s Annual Report for the year ended 30 June 2021.

Note: Whilst the Corporations Act requires the Remuneration Report to be put to the vote, the vote on this Resolution is advisory only and does not bind the Directors of the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Prohibition Statement: A vote on this resolution must not be cast on this Resolution (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

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 by writing that specifies the way the proxy is to vote on this Resolution; or

  • (b) the voter is the Chair of the meeting 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 if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – LINDSAY DUDFIELD

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

“That, Lindsay Dudfield, being a Director of the Company who retires in accordance with clause 7.2 of the Company’s Constitution and, being eligible, offers himself for election, be re-elected a Director of the Company.”

4. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 100,836,517 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue, or a counterparty to the agreement to issue the securities, or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • 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

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 67,224,345 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue, or a counterparty to the agreement to issue the securities, or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • 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

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. RESOLUTION 5: APPROVAL OF ISSUE OF LEAD MANAGER OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Lead Manager Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the issue, or who will obtain a material benefit as a result of the issue (other than a benefit solely by reason of being a holder of Shares), or any associates of those persons. However, this does not apply to a vote cast in favour of the resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • 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

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. RESOLUTION 6: APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

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

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DATED: 15 OCTOBER 2021 BY ORDER OF THE BOARD

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JESSAMYN LYONS JOINT COMPANY SECRETARY

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CARLY TERZANIDIS JOINT COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Alchemy Resources Limited ( Alchemy or the Company ).

Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Statement.

1. FINANCIAL STATEMENTS AND REPORTS

The Corporations Act requires the Company to lay its Financial Report, Directors’ Report and Auditor’s Report for the last financial year before the Annual General Meeting ( AGM ).

No resolution is required for this item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company’s Auditor will also be present at the meeting and Shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company and the independence of the Auditor.

In addition to taking questions at the Meeting, written questions to the Company’s auditor about:

  • (a) the content of the auditor’s report to be considered at the Meeting; and

  • (b) the conduct of the audit of the annual financial report to be considered at the Meeting,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office.

The Company’s 2021 Annual Report is available on the Company’s website at www.alchemyresources.com.au.

2. RESOLUTION 1: ADOPTION OF THE REMUNERATION REPORT

2.1 Introduction

In accordance with section 250R(2) of the Corporations Act, the Company is required to put a resolution at its AGM to its Shareholders that the Remuneration Report be adopted.

The Directors’ Report for the year ended 30 June 2021 contains a Remuneration Report which explains the Board’s policies in relation to the nature and level of remuneration paid to Key Management Personnel (including Directors), and sets out remuneration details, service agreements and the details of any sharebased compensation.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (the Spill Resolution) that a further meeting (the Spill Meeting) be held within 90 days at which all of the Company’s Directors who were directors of the Company when the resolution to make the directors’ report considered at the second of those annual general meetings was passed (other than the Managing Director) must go up for re-election.

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 Meeting.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. A reasonable opportunity will be provided for Shareholders to ask questions about, or make comments on, the Remuneration Report at the Annual General Meeting.

2.2 Voting on the Remuneration Report

Pursuant to the Corporations Act, if you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report (other than the Chair) or any Closely Related Party of that member as your proxy to vote on the Remuneration Report, you must direct the proxy how they are to vote. Where you do not direct a member of Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report or Closely Related Party of that member

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on how to vote on the Remuneration Report, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution.

The above note on voting does not apply if the voter is the Chair of the meeting and the undirected proxy expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – LINDSAY DUDFIELD

Clause 7.2(a) of the Company’s Constitution requires that at a Director must not hold office, without reelection, past the third annual general meeting following the Director’s appointment or last re-election, or for more than three years, whichever is longer. This does not apply to the Managing Director. .

A Director who retires by rotation under clause 7.2(a)of the Constitution is eligible for re-election under clause 7.2(b)(iii). Mr Lindsay Dudfield who has been a director of the Company since 25 November 2011 and was last elected by Shareholders on 20 November 2018, retires in accordance with clause 7.2(a) of the Constitution and being eligible, seeks re-election.

Mr Dudfield is a qualified geologist with over 40 years experience exploring for a wide range of commodities in Australia and overseas, including close involvement with a number of greenfields discoveries. He was a founding director of Jindalee Resources Limited (ASX:JRL), Alchemy’s third largest shareholder, and is currently an Executive Director of JRL. Mr Dudfield also co-founded Energy Metals Ltd (ASX:EME) and remains a Non-Executive Director of the company.

Mr Dudfield is a member of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists, the Geological Society of Australia and the Society of Economic Geologists.

Mr Dudfield is not an independent director due to his substantial shareholding in the Company.

3.1 Director’s Recommendation

The Directors unanimously support the re-election of Mr Dudfield as a Director of the Company (with Mr Dudfield abstaining) and recommend that Shareholders vote in favour of this Resolution.

The Chair intends to exercise all available proxies in favour of this Resolution, unless the Shareholder has expressly indicated a different voting intention.

4. RESOLUTIONS 3 AND 4: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

4.1 General

On 11 October 2021, the Company announced an agreement to issue up to 168,060,862 ordinary fully paid shares (Placement Shares) to be issued at a price of $0.011 (Placement). The Company also announced its intention to conduct a pro-rata non-renounceable entitlement issue at the same issue price as the Placement at a ratio of 1 Share for every 6 Shares held at the record date (Entitlement Offer)

The maximum number of the Placement Shares to be issued without prior Shareholder approval from its 15% annual placement capacity under ASX Listing Rule 7.1 was 100,836,517. The remaining 67,224,345 Placement Shares were to be issued from the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A as approved by Shareholders at the previous annual general meeting on 12 November 2020. The issue of the Placement Shares is expected to take place on 19 October 2021.

The Placement is expected to be completed before the date of the Meeting and within 10 Trading Days of the date the issue price was agreed. The issue price of all Placement Shares, whether issued using the placement capacity under Listing Rule 7.1 or the additional placement capacity under Listing Rule 7.1A, was the same, being $0.011. As some of the Placement Shares were issued using the additional placement capacity under Listing Rule 7.1A, the issue price was required not to be lower than 75% of the 15 day VWAP prevailing at the time of the agreement to issue the Placement Shares, in accordance with Listing Rule7.1A.3. The issue price of the Placement Shares complied with this requirement.

Listing Rule 7.1

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.

Listing Rule 7.1A

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ASX Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1. Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

  • a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

  • b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

As noted above, the Company obtained Shareholder approval to have this additional 10% placement capacity under Listing Rule 7.1A at the 2020 AGM. That approval expires at this year’s AGM. (The Company is seeking Shareholder approval to have the additional 10% placement capacity under Listing Rule 7.1A for the coming year under Resolution 7.)

Placement Shares – number issued using placement capacity under Listing Rule 7.1

The issue of the abovementioned 100,836,517 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

Placement Shares-number issued using additional placement capacity under Listing Rule 7.1A

The issue of the abovementioned 67,224,345 Placement Shares also does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders it effectively uses up part of the 10% limit in Listing Rule 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1A for the 12 month period following the issue date.

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of, or an agreement to issue, Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that Listing Rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 100,836,517 of the Placement Shares. By ratifying this issue, the base figure (i.e. variable “A” in the formulas in ASX Listing Rules 7.1 and 7.1A) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

If this Resolution is passed, the 100,836,517 Placement Shares issued will be excluded in calculating the Company’s 15% in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue under that Rule without Shareholder approval over the 12 month period following the issue date.

If this Resolution is not passed, the 100,836,517 Placement Shares issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

Similarly, Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 67,224,345 of the Placement Shares to be issued using the Company’s additional placement capacity under Listing Rule 7.1A. By ratifying this issue, the base figure (i.e. variable “A” in the formulas in ASX Listing Rules 7.1 and 7.1A) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

If this Resolution is passed, the 67,224,345 Placement Shares issued will be excluded in calculating the Company’s 10% additional placement capacity in Listing Rule 7.1A , effectively increasing the number of Equity Securities it can issue under that Rule without Shareholder approval over the 12 month period following the issue date (assuming shareholders approve the renewal of the Listing Rule 7.1A capacity under Resolution 7).

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If this Resolution is not passed, the 67,224,345 Placement Shares issued will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date of those securities.

4.2 Resolutions 3 and 4 – Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Placement Shares:

  • a) the maximum number of Placement Share to be issued is 168,060,682 Shares being::

  • i. 100,836,517 Shares issued under Listing Rule 7.1 (Resolution 3); and

  • ii. 67,224,345 Shares issued under Listing Rule 7.1A (Resolution 4);

  • b) the Placement Share are expected to be issued on or about 19 October 2021 and in any case the issue must be completed by no later than 3 months after the date of the Meeting;

  • c) the issue price of the Placement Shares is $0.011 per Share;

  • d) the Placement Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • e) the Placement Shares were or are to be issued to sophisticated and professional investors identified by the lead manager, Discovery Capital Partners (Discovery). None of the parties participating in the Placement is a related party of the Company, or a person whose identity would be deemed to be material in terms of the criteria set out in ASX Listing Rules Guidance Note 21 (being a member of Key Management Personnel, a substantial shareholder of the Company, an adviser to the Company, or any of their respective associates, who will receive a number of Placement Shares equal to or greater than 1% of the Company’s current issued capital);

  • f) the funds raised will be used to fund:

  • (1) an DD/RC/AC drilling program at the Karonie Gold Project, Western Australia, to follow up near resource, strike extensions and regional primary gold zones;

  • (2) an DD/RC drilling program at the Melrose IOCG Project and Overflow Gold Project, New South Wales;

  • (3) an AC, geochemical and targeted geophysical campaign at the Lake Rebecca Gold Project, Western Australia, to refine and target significant gold anomalies; and

  • (4) corporate costs and general working capital requirements;

  • g) the Placement Shares are to be issued pursuant to the Engagement Agreement with the Lead Manager, which is summarised at Section 5.3; and

  • h) a voting exclusion statement in respect of each of Resolutions 3 and 4 is included in the Notice.

4.3 Director’s Recommendation

The Directors unanimously support Resolutions 3 and 4 and recommend that Shareholders vote in favour of the Resolution.

The Chair intends to exercise all available proxies in favour of this Resolution, unless the Shareholder has expressly indicated a different voting intention.

5. RESOLUTION 5: APPROVAL OF ISSUE OF LEAD MANAGER OPTIONS

5.1 General

The Company has agreed, subject to shareholder approval, to issue a total of 10,000,000 options to the lead manager of the Placement, Discovery, with 5,000,000 exercisable at $0.02 and expiring on that date that is 1 year after completion of the Entitlement Offer (Tranche 1) and with 5,000,000 exercisable at $0.022 and expiring on that date that is 2 years after completion of the Entitlement Offer (Tranche 2) (together the Lead Manager Options).

Resolution 5 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the Lead Manager Options.

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ASX Listing Rule 7.1 is outlined above.

The issue of the Lead Manager Options does not fall within an exception from ASX Listing Rule 7.1. The Company has previously used up its 15% placement capacity under Listing Rule 7.1 in relation to the agreement to issue the Placement Shares. The issue of the Lead Manager Options therefore requires Shareholder approval under and for the purposes of ASX Listing Rule 7.1.

If this Resolution is passed, the Lead Manager Options will be able to be issued during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

If Resolution 5 is not passed, the Company will need to agree an alternative form of compensation to Discovery.

5.2 Resolution 5 – Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Lead Manager Options:

  • a) the maximum number of Lead Manager Options to be issued is 10,000,000;

  • b) the Lead Manager Options will be issued to Discovery and/or its nominees as part consideration for facilitating the Placement (Engagement Agreement) under which Discovery identified the investors and arranged the Placement. Discovery will be paid a cash fee of up to 6% of the gross proceeds of the Placement plus the Lead Manager Options. The other terms and conditions of the Engagement Agreement were customary for lead manager mandates of this type. None of the parties is a related party of the Company;

  • c) the Lead Manager Options are exercisable at $0.02 and expiring on that date that is 1 year after completion of the Entitlement Offer for Tranche 1 and exercisable at $0.022 and expiring on that date that is 2 years after completion of the Entitlement Offer for Tranche 2 (refer to Annexure A for the full terms and conditions of the Lead Manager Options);

  • d) the issue price of the Lead Manager Options is $0.0001 each with total funds raised of $1,000 to be applied to working capital;

  • e) the purpose of the issue of the Lead Manager Options is to form part of the remuneration of the Lead Manager under the Engagement Agreement;

  • f) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules); and

  • g) a voting exclusion statement is included in the Notice.

5.3 Director’s Recommendation

The Directors unanimously support Resolution 5 and recommend that Shareholders vote in favour of the Resolution.

The Chair intends to exercise all available proxies in favour of this Resolution, unless the Shareholder has expressly indicated a different voting intention.

6. RESOLUTION 6: APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

6.1 General

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.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to have an additional separate 10% placement capacity

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

This Resolution seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without shareholder approval (10% Placement Facility).

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If this Resolution is passed, the Company will be able to issue Equity Securities up to the additional 10% limit in Listing Rule 7.1A without any further shareholder approval.

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

Only securities in an existing quoted class of Equity Securities can be issued using the 10% Placement Facility. As at the date of the Notice, the only quoted class of Equity Securities that the Company has on issue is the Shares (ASX trading code: ALY).

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the 10% Placement Facility if Shareholders approve this Resolution.

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the period of the approval, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

  • ‘A’ is the number of Shares on issue 12 months immediately preceding the date of issue or agreement (“relevant period”):

  • (B) plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

  • (C) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • (1) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

  • (D) plus the number of Shares issued in the relevant period under an agreement to issue Shares within Listing Rule 7.2 exception 16 where:

  • (1) the agreement was entered into before the commencement of the relevant period; or

  • (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

  • (E) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4;

  • (F) less the number of Shares cancelled in the relevant period.

  • ‘D’ is 10%

  • ‘E’ is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

Note that ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

6.2 Technical information required by Listing Rule 7.3A

  • a) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

  • (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

  • (ii) the time and date of the Company’s next annual general meeting; or

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  • (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

  • (10% Placement Period).

  • b) Minimum Issue Price

Any Equity Securities issued under Listing Rule 7.1A must be in an existing class of quoted Equity Securities and issued for a cash consideration per security that is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

  • (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

  • (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

  • c) Purposes of funds raised

The Company intends to use any funds raised from the issue of any Equity Securities issued under Listing Rule 7.1A towards:

  • (i) general working capital;

  • (ii) activities on its current projects, including exploration work on the Overflow and Yellow Mountain Gold-Base Metal projects in New South Wales, and the Karonie Gold Project in Western Australia; or

  • (iii) the acquisition of new assets and/or investments (including any expenses associated with such an acquisition).

  • d) Statement of risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, there is a risk of the economic and voting dilution of existing Shareholders' including the risks that:

  • (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

  • (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

The tables below show the dilution of existing Shareholders on the basis of the t market price of Shares as at 11 October 2021, and (in Example 1) the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice, and (in Example 2) the number of ordinary securities for variable “A” being the number of Shares that will be on issue assuming completion of the issue of the Placement Shares.

The tables also show:

  • (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

  • (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 11 October 2021 (being $0.013, the closing price on that date).

Example 1: Variable “A” is number of ordinary Shares on issue as at date of Notice

Variable “A” in
Listing Rule 7.1A
Dilution
$0.0065 $0.013 $0.0195
50% decrease in
Issue Price
Issue Price 50% increase in
Issue Price
Current Variable A 10% voting dilution 67,224,345 Shares 67,224,345 Shares 67,224,345 Shares
672,243,453 Shares Funds raised $436,958 $873,916 $1,310,875
50% increase in
current variable A
10% voting dilution 100,836,517 Shares 100,836,517 Shares 100,836,517 Shares
1,008,365,179 Shares Funds raised $655,437 $1,310,875 $1,966,312

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100% increase in
current variable A
10% voting dilution 134,448,690 Shares 134,448,690 Shares 134,448,690 Shares
1,344,486,906 Shares Funds raised $873,916 $1,747,883 $2,621,749

Example 2: Variable “A” is number of ordinary Shares on issue assuming completion of issue of Placement Shares

Variable “A” in
Listing Rule 7.1A
Dilution
$0.0065 $0.013 $0.0195
50% decrease in
Issue Price
Issue Price 50% increase in
Issue Price
Current Variable A 10% voting dilution 84,029,531 Shares 84,029,531 Shares 84,029,531 Shares
840,295,315 Shares Funds raised $546,192 $1,092,384 $1,638,576
50% increase in
current variable A
10% voting dilution 126,044,297 Shares 126,044,297 Shares 126,044,297 Shares
1,260,442,973Shares Funds raised $819,288 $1,638,576 $2,457,864
100% increase in
current variable A
10% voting dilution 168,059,063 Shares 168,059,063 Shares 168,059,063 Shares
1,680,590,630 Shares Funds raised $1,092,384 $2,184,768 $3,277,152

The tables have been prepared on the following assumptions:

  • i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

  • ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.

  • iii) 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%.

  • iv) The table shows only the effect of issue of Equity Securities under the 10% Placement Facility under Listing Rule 7.1A, not the issue of any Equity Securities under the 15% placement capacity under Listing Rule 7.1 or with shareholder approval under that Rule.

  • v) The issue price is $0.013 being the closing price of the Shares on ASX on 11 October 2021.

  • vi) 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.

vii) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

  • e)

  • Allocation Policy for issues under Listing Rule 7.1A

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

  • (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

  • (ii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iii) the financial situation and solvency of the Company; and

  • (iv) advice from corporate, financial and broking advisers (if applicable).

The Company has not as at the date of this Notice formed any intentions in relation to parties who may be invited to participate in any issues that may be made under the 10% Placement Facility, but they may include existing substantial Shareholders and/or new Shareholders, provided that they are not related parties or associates of a related party of the Company.

  • f)

  • Previous issues under the 10% Placement Facility

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its 2020 annual general meeting (Previous Approval). The Company has issued, or agreed to issue, 67,224,345 Equity Securities under Listing Rule 7.1A.2 under the Previous Approval, being the component of the Placement Shares to be issued under the Previous Approval and which is the subject of Resolution 4. This represents approximately 10.00% of the total number of Equity Securities on issue

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at the time of the Previous Approval. Details of that issue of Equity Securities by the Company are as follows:


follows:
Date of issue: 19 October 2021(proposed)
Number of Equity Securities issued: 67,224,345
**Class of Equity Security: ** Fully paid ordinaryshares
Summary of the terms of the class of
**Equity Security: **
The Shares will rank equally in all respects with existing
fully paid ordinaryshares of the Company.
Names of persons to whom the Equity
Securities were issued or the basis on
which thosepersons were determined:
The Shares are to be issued to sophisticated and
professional investors. Refer to Section 4.2.
Price at which the Equity Securities were
issued:
$0.011 per Share
Discount of price to closing market price
(if any):
20.9% discount to the 15-trading day VWAP as at the
last day of trading prior to the announcement of the
Placement.
Total cash consideration received: $739,467.80(before costs)
Amount of cash consideration spent and
its use:
As at the date of this Notice, none of the cash
consideration has been spent as the issue has not yet
been completed
**Amount of cash consideration remaining: ** $739,467.80
Intended use of remaining cash
consideration:
The Shares are to be issued as part of the Placement.
The uses of the funds raised under the Placement are
set out at Section 4.2.
  • g) At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under the 10% Placement Facility and accordingly there is no voting exclusion statement in respect of this Resolution in the Notice.

6.3 Director’s Recommendation

The Directors unanimously support this Resolution and recommend that Shareholders vote in favour of the Resolution.

The Chair intends to exercise all available proxies in favour of this Resolution, unless the Shareholder has expressly indicated a different voting intention.

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GLOSSARY

$ means Australian dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2.

AGM or Annual General Meeting means the meeting convened by the Notice of Meeting.

Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2021.

ASIC means the Australian Securities and Investment Commission.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Auditor's Report means the auditor's report on the Financial Report.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that the ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

  • 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 Alchemy Resources Limited (ACN 124 444 122).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Equity Securities has the meaning given in the ASX Listing Rules.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board 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 (or of an entity within the consolidated group).

Lead Manager Options has the meaning given in Section 5.1.

Meeting means the meeting convened by the Notice of Meeting.

Notice, Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement.

Placement Shares has the meaning given in Section 4.1.

Proxy Form means the proxy form accompanying this Notice.

Remuneration Report means the remuneration report set out in the Director’s Report.

Resolution means a resolution as set out in the Notice of Meeting, or any of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company, unless specified to the contrary.

Shareholder means a registered holder of a Share.

Trading Day or Trading Days has the meaning given in the ASX Listing Rules.

VWAP means volume weighted average price as defined in the ASX Listing Rules.

WST means Western Standard Time as observed in Perth, Western Australia.

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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ANNEXURE A - TERMS OF LEAD MANAGER OPTIONS

The rights attaching to the Options are regulated by the Constitution, the Corporations Act, the Listing Rules and the general law.

(Entitlement): Subject to the term (Adjustment for bonus issues), each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(Exercise Price): Subject to the term (Reconstruction of capital), the amount payable upon exercise of each Option will be: (1) for Tranche 1, $0.02 and (2) for Tranche 2, $0.022.

(Expiry Date): Each Option will expire at 5.00pm (WST) on that date which is: (1) for Tranche 1, 1 year after completion of the Entitlement Offer and (2) for Tranche 2, 2 years after completion of the Entitlement Offer. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

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

(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 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.

(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.

(Timing of issue of Shares on exercise): Following the Exercise Date and within the time period required by the ASX Listing Rules, or if not applicable within 5 Business Days, the Company will:

  • (i) 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; and

  • (ii) if admitted to the official list of ASX at the time, subject to any restriction or escrow arrangements imposed by ASX, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options,

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 (Cleansing Prospectus). If a Cleansing Notice is for any reason 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 Cleansing Prospectus.

(Shares issued on exercise): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(Reconstruction of capital): In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the expiry date of the Options, all rights of the Option holder will be varied in accordance with the Listing Rules at the time of the reconstruction.

(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.

(Change in exercise price): There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro-rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

(Adjustment for bonus issues): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

  • (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder would have received if the holder of the Options had exercised the Option before the record date for the bonus issue; and

  • (ii) no change will be made to the Option exercise price.

(Transferability): The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities law.

if required , where the Shares to be issued on exercise of the Options are admitted to official quotation on ASX, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act (Cleansing Notice), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary

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