ALDORO RESOURCES LIMITED — Proxy Solicitation & Information Statement 2022

Jun 14, 2022

ALDORO RESOURCES LIMITED ACN 622 990 809

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:30am (WST) DATE : Tuesday, 19[th] July 2022 PLACE : Mirador Corporate Level 2, 23 Railway Road SUBIACO WA 6008

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

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.

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 17[th] July 2022.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SECURITIES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 300,000 Shares and 4,600,0000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,900,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS – XCEL CAPITAL

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 2,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE PARTICIPATION SECURITIES TO RELATED PARTY – TROY FLANNERY

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 100,000 Shares and 50,000 Options to Troy Flannery (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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5. RESOLUTION 5 – APPROVAL TO ISSUE PARTICIPATION SECURITIES TO RELATED PARTY – LINCOLN HO

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 50,000 Shares and 25,000 Options to Lincoln Ho (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF TR CONSIDERATION SHARES – TRAFALGAR RESOURCES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 275,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – APPROVAL TO ISSUE ME CONSIDERATION SHARES – MINING EQUITIES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue of 325,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

Dated: 13 June 2022

By order of the Board

Sarah Smith Company Secretary

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Placement Securities – Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants) or an associate of that person or those persons.
Resolution 2 – Ratification of prior issue of Placement Shares – Listing Rule 7.1A	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants) or an associate of that person or those persons.
Resolution 3 – Approval to issue Lead Manager Options – Xcel Capital	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Xcel Capital) or an associate of that person (or those persons).
Resolution 4 – Approval to issue of Participation Securities to Related Party – Troy Flannery	Troy Flannery (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 5 – Approval to issue of Participation Securities to Related Party – Lincoln Ho	Lincoln Ho (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 6 – Ratification of prior issue of TR Consideration Shares – Trafalgar Resources	A person who participated in the issue or is a counterparty to the agreement being approved (namely Trafalgar Resources) or an associate of that person or those persons.
Resolution 7 – Approval to issue ME Consideration Shares – Mining Equities	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Mining Equities) or an associate of that person (or those persons).

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

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6559 1792.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 TO 5

1.1 Placement

On 21 April 2022, the Company completed a placement of 9,200,000 Shares at an issue price of $0.25 per Share ( Placement Shares ) and 4,600,000 free attaching listed ARNO Options ( Placement Options ) to raise $2,300,000 ( Placement ).

300,000 Placement Shares and the Placement Options were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being the subject of Resolution 1) and the remaining 8,900,000 Placement Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 30 November 2021 (being the subject of Resolution 2).

The funds raised from the Placement will be applied towards progressing the maiden drill programme for the Wyemandoo RbLi Project.

1.2 Director Participation

In addition, Directors Troy Flannery and Lincoln Ho seek to participate on the same terms as the Placement for an aggregate of 150,000 Shares ( Participation Shares ) and 75,000 free attaching listed ARNO Options ( Participation Options ). This is in addition to the Placement and the Company will raise a further $37,500 from the Participation.

The Participation is subject to the Company obtaining Shareholder approval (being the subject of Resolutions 4 and 5).

1.3 Lead Manager

The Company engaged the services of Xcel Capital Pty Ltd (ACN 617 047 319) ( Xcel Capital ) to act as lead manager of the Placement pursuant to a lead manager mandate entered into between the Company and Xcel Capital dated 10 April 2022 ( Lead Manager Mandate ).

The material terms and conditions of the Lead Manager Mandate are summarised below:

(a) Consideration

In consideration for acting as the lead manager of the Placement, the Company agreed to:

(i) pay Xcel Capital a placement management fee of $40,000 (plus GST);

(ii) pay Xcel Capital an offer fee of 6% of the total amount raised under the Placement; and

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• (iii) subject to Shareholder approval (being the subject of Resolution 3), issue Xcel Capital 2,000,000 unlisted Options exercisable at $0.30 each on or before 9 September 2024 for $0.0001 payable at settlement of the Placement ( Lead Manager Options ).

(b) Restriction of sale

The Company undertakes not to offer, sell or market, contract to sell, otherwise dispose of or announce the sale of any securities in the Company without the prior written consent of Xcel Capital for a period of three months from the settlement date of the Placement ( Restriction Period ), such consent not to be unreasonably withheld.

The Company will use reasonable endeavours to ensure that during the Restriction Period no Director or their respective associates will sell, dispose or transfer any securities in the Company held by them as at the date of the Lead Manager Mandate without the prior consent of Xcel Capital.

(c) Opportunity to Conduct Additional Engagements

The Company agrees to offer Xcel Capital the lead role in any further equity capital raisings undertaken in connection with the Company within 18 months of completion of the Placement on terms mutually agreed between the Company and Xcel Capital.

The Lead Manager Mandate otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties, indemnity provisions and confidentiality provisions).

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SECURITIES - LISTING RULES 7.1 AND 7.1A

2.1 General

As set out in Section 1.1 above, 9,200,000 Placement Shares and 4,600,000 Placement Options (together, the Placement Securities ) were issued by the Company pursuant to the Placement on 21 April 2022.

2.2 Listing Rules 7.1 and 7.1A

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 12 month 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 increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2021.

The issue of the Placement Securities does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder

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approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Securities.

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of 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 rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Securities.

Resolutions 1 to 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Securities.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 to 2 are passed, the Placement Securities will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Securities.

If Resolutions 1 to 2 are not passed, the Placement Securities will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Securities.

2.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 to 2:

• (a) the Placement Securities were issued to professional and sophisticated investors who are clients of Xcel Capital. The recipients were identified through a bookbuild process, which involved Xcel Capital seeking expressions of interest to participate in the Placement from non-related parties of the Company ( Placement Participants );

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were: (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

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• (c) the Placement Securities were issued on the following basis:

• (i) 300,000 Placement Shares and 4,600,000 Placement Options issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

• (ii) 8,900,000 Placement Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

• (d) the Placement Shares issued to Placement Participants were 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 Options issued to Placement Participants were issued on the terms and conditions set out in Schedule 1;

• (f) the Placement Securities were issued on 21 April 2022;

• (g) the issue price was $0.25 per Placement Share under both the issue of Placement Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Placement Shares;

• (h) the issue price of the Placement Options was nil as they were issued free attaching with the Placement Shares on a 2:1 basis. The Company has not and will not receive any other consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Placement Options);

• (i) the purpose of the issue of the Placement Securities was to raise $2,300,000, which will be applied towards progressing the maiden drill programme for the Wyemandoo RbLi Project; and

• (j) the Placement Securities were not issued under an agreement.

3. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS – XCEL CAPITAL

3.1 General

As set out in Section 1.3, the Company has entered into the Lead Manager Mandate pursuant to which the Company has agreed, subject to obtaining Shareholder approval, to issue 2,000,000 Lead Manager Options in part consideration for acting as lead manager of Placement.

The proposed issue of the Lead Manager Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager Options 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.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options.

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Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Lead Manager Options will be issued to Xcel Capital (or their nominees);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Lead Manager Options to be issued is 2,000,000. The terms and conditions of the Lead Manager Options are set out in Schedule 2;

• (d) 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 Listing Rules) and it is intended that issue of the Lead Manager Options will occur on the same date;

• (e) the Lead Manager Options will be issued at a nominal issue price of $0.0001, in consideration for lead managerial services provided by Xcel Capital in relation to the Placement. The Company intends to apply the funds received for the Lead Manager Options towards progressing the maiden drill programme for the Wyemandoo RbLi Project;

• (f) the purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Lead Manager Mandate;

• (g) the Lead Manager Options are being issued to Xcel Capital under the Lead Manager Mandate. A summary of the material terms of the lead Manager Mandate is set out in Section 1.3; and

• (h) the Lead Manager Options are not being issued under, or to fund, a reverse takeover.

4. RESOLUTIONS 4 AND 5 – APPROVAL TO ISSUE OF PARTICIPATION SECURITIES TO RELATED PARTIES

4.1 General

As set out in Section 1.2 above, Directors Troy Flannery and Lincoln Ho wish to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ).

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Accordingly:

• (a) Resolution 4 seeks Shareholder approval for the issue of 100,000 Participation Shares and 50,000 Participation Options to Troy Flannery (or his nominee); and

• (b) Resolution 5 seeks Shareholder approval for the issue of 50,000 Participation Shares and 25,000 Participation Options to Lincoln Ho (or his nominee),

(together, the Participation Securities ).

Accordingly, Resolutions 4 and 5 seek Shareholder approval for the issue of Participation Securities to Mr Flannery and Mr Ho (or their nominee), as a result of the Participation on the terms set out below.

4.2 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 Participation will result in the issue of securities in the Company which constitutes giving a financial benefit and Mr Flannery and Mr Ho, are each a related party of the Company by virtue of being a Director.

The Directors (other than Troy Flannery who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the Participation Securities will be issued to Mr Flannery (or his nominee) on the same terms as Placement Securities issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Lincoln Ho who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the Participation Securities will be issued to Mr Ho (or his nominee) on the same terms as Placement Securities issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

4.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;

10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the

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company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 4 and 5 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 and 5 are passed, the Company will be able to proceed with he issue of the Participation Securities within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Participation Securities (because approval is being obtained under Listing Rule 10.11), the issue of the Participation Securities will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 4 and 5 are not passed, the Company will not be able to proceed with the issue of the Participation Securities and no further funds will be raised in respect of the Placement.

4.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5:

• (a) the Participation Securities will be issued to the following persons:

• (i) Troy Flannery (or his nominee) pursuant to Resolution 4; and

• (ii) Lincoln Ho(or his nominee) pursuant to Resolution 5,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Participation Securities to be issued is 150,000 Participation Shares and 75,000 Participation Options comprising:

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• (i) 100,000 Participation Shares and 50,000 Participation Options to Troy Flannery (or his nominee) pursuant to Resolution 4; and

• (ii) 50,000 Participation Shares and 25,000 Participation Options to Lincoln Ho (or his nominee) pursuant to Resolution 5;

• (c) the Participation 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;

• (d) the Participation Options will be issued on the terms and conditions set out in Schedule 1;

• (e) the Participation Securities will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Participation Securities will be issued on the same date;

• (f) the issue price will be $0.25 per Participation Share, being the same issue price as Shares issued to the Placement. The Company will not receive any other consideration for the issue of the Participation Shares;

• (g) the issue price of the Participation Options will be issued for nil consideration as they are free attaching with the Participation Shares on a 2:1 basis. The Company has not and will not receive any other consideration for the issue of the Participation Options (other than in respect of funds received on exercise of the Participation Options);

• (h) the purpose of the issue of Participation Securities is to raise capital, which the Company intends to apply towards progressing the maiden drill programme for the Wyemandoo RbLi Project;

• (i) the Participation Securities to be issued are not intended to remunerate or incentivise the Related Parties;

• (j) the Participation Securities are not being issued under an agreement; and

• (k) a voting exclusion statements is included in this Notice.

5. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF TR CONSIDERATION SHARES – TRAFALGAR RESOURCES

5.1 General

On 7 April 2022, the Company issued 275,000 Shares to Trafalgar Resources Pty Ltd (ACN 612 053 166) ( Trafalgar Resources ) in consideration for the acquisition of exploration licence application E58/555 and all associated mining information, documents and agreements ( TR Consideration Shares ) under a binding heads of agreement dated 8 October 2021 ( Trafalgar Agreement ).

The Company obtained Shareholder approval pursuant to Listing Rule 7.4 to ratify the Company’s agreement to issue of the TR Consideration Share under the Trafalgar Agreement ( TR Approval ) at its annual general meeting held on 30 November 2021 ( AGM ). In accordance with Listing Rule 7.5.4, the Company was required to issue the TR Consideration Shares no later than 3 months from the date of the AGM in order to rely on the TR Approval.

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As the TR Consideration Shares were not issued within the 3 month period after the AGM, the TR Consideration Shares were not issued in reliance on the TR Approval and were instead issued under the Company’s available placement capacity under Listing Rule 7.1. Accordingly, the Company is seeking to ratify the issue of the TR Consideration Shares.

5.2 Listing Rule 7.1

As summarised in Section 2.2 above, 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 12 month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2021.

The issue of the TR Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2 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 date of issue of the TR Consideration Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of 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 rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the TR Consideration Shares.

Resolution 6 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the TR Consideration Shares.

5.3 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the TR Consideration Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the TR Consideration Shares.

If Resolution 6 is not passed, the TR Consideration Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the TR Consideration Shares.

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5.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 6:

• (a) the TR Consideration Shares were issued to Trafalgar Resources (or their nominees);

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 275,000 TR Consideration Shares were issued and the TR Consideration Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the TR Consideration Shares were issued on 7 April 2022;

• (e) the TR Consideration Shares were issued at a nil issue price, in consideration for the acquisition of exploration licence application E58/555 and all associated mining information, documents and agreements. The Company has not and will not receive any other consideration for the issue of the TR Consideration Shares;

• (f) the purpose of the issue of the TR Consideration Shares was to satisfy the Company’s obligations under the Trafalgar Agreement; and

• (g) the TR Consideration Shares were issued to Trafalgar Resources under the Trafalgar Agreement. A summary of the material terms of the Trafalgar Agreement is set out in Schedule 3.

6. RESOLUTION 7 – APPROVAL TO ISSUE ME CONSIDERATION SHARES – MINING EQUITIES

6.1 General

On 29 July 2021, the Company entered into a binding heads of agreement with Mining Equities Pty Ltd (ACN 627 501 491) ( Mining Equities ) pursuant to which the Company agreed to issue 325,000 Shares ( ME Consideration Shares ) in consideration for the acquisition of exploration licence applcation E58/571 and all associated mining information, documents and agreements from Mining Equities ( ME Agreement ).

The Company previously obtained Shareholder approval to issue the ME Consideration Shares at the AGM (ME Approval). However, as the ME Consideration Shares were not issued within the 3 month period after the ME Approval was obtained, the approval period for the Company to issue the ME Consideration Shares has lapsed.

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Resolution 7 seeks that Shareholders re-approve the issue of the ME Consideration Shares pursuant to Listing Rule 7.1.

6.2 Listing Rule 7.1

As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the ME Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

6.3 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the ME Consideration Shares. In addition, the issue of the ME Consideration Shares 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.

If Resolution 7 is not passed, the issue of the ME Consideration Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the ME Consideration Shares.

6.4 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 7:

• (a) the ME Consideration Shares will be issued to Mining Equities (or their nominees);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of ME Consideration Shares to be issued is 325,000. The ME Consideration 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;

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• (d) the ME Consideration Shares 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 Listing Rules) and it is intended that issue of the ME Consideration Shares will occur on the same date;

• (e) the ME Consideration Shares will be issued at a nil issue price, in consideration for the acquisition of exploration licence application E58/571 and all associated mining information and documents;

• (f) the purpose of the issue of the ME Consideration Shares is to satisfy the Company’s obligations under the ME Agreement;

• (g) the ME Consideration Shares are being issued to Mining Equities under the ME Agreement. A summary of the material terms of the ME Agreement is set out in Schedule 4; and

• (h) the ME Consideration Shares are not being issued under, or to fund, a reverse takeover.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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 ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Aldoro Resources Limited (ACN 622 990 809).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Lead Manager Mandate has the meaning given in Section 1.3.

Lead Manager Options has the meaning given in Section 1.3.

Listing Rules means the Listing Rules of ASX.

ME Agreement has the meaning given in Section 6.1.

ME Consideration Shares has the meaning given in Section 6.1.

Mining Equities means Mining Equities Pty Ltd (ACN 627 501 491).

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Participation has the meaning given in Section 4.1.

Participation Options has the meaning given in Section 1.2.

Participation Shares has the meaning given in Section 1.2.

Participation Securities has the meaning given in Section 4.1.

Placement has the meaning given in Section 1.1.

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Placement Options has the meaning given in Section 1.1.

Placement Participants has the meaning given in Section 2.5.

Placement Securities has the meaning given in Section 2.1.

Placement Shares has the meaning given in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one 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.

Shareholder means a registered holder of a Share.

Trafalgar Agreement has the meaning given in Section 5.1.

Trafalgar Resources means Trafalgar Resources Pty Ltd (ACN 612 053 166).

TR Consideration Shares has the meaning given in Section 5.1.

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

Xcel Capital means Xcel Capital Pty Ltd (ACN 617 047 319).

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SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS (ARNO)

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.30 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 August 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

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

(e)

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.

(f)

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 ).

(g)

Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, 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;

• (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 (g)(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

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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.

(h) Shares issued on exercise

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

(i) 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.

(j) 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.

(k) 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.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – TERMS AND CONDITIONS OF LE AD MANAGER OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.30 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on 9 September 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

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

(e)

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.

(f)

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 ).

(g)

Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, 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;

• (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 (g)(g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the

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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.

(h) Shares issued on exercise

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

(i) 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.

(j) 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.

(k) 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.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 3 – SUMMARY OF THE TRAFALGAR AGREEMENT

The material terms and conditions of the Trafalgar Agreement are as follows:

Tenement Acquisition	The Company agreed to acquire, and Trafalgar Resources agreed to sell and transfer all of its rights, title and interest in: (a) the tenement granted in respect of the tenement application E58/555 (ApplicationorGranted Tenement); (b) all associated technical information in the possession or control of Trafalgar Resources; (c) statutory licences, approvals, consents, authorisations, rights or permits relating to the Application; and (d) the benefit of any third party agreements relating to the Granted Tenement.
Consideration	In consideration for the tenement acquisition, the Company agreed to: (a) to pay Trafalgar Resources a sum of $50,000 by way of electronic transfer; and (b) to issue 275,000 Shares on the date that is ten (10) business days following the grant of the Application.
Condition Precedent	Completion of the tenement acquisition is conditional on the following conditions precedent being satisfied: (a) the Application being granted on terms acceptable to the Company in its sole discretion; (b) completion of due diligence on the Application to the satisfaction of the Company; and (c) the parties obtaining all necessary shareholder and third party approvals to lawfully complete the matters under the Trafalgar Agreement, (together, theConditions Precedent). If the Conditions Precedent were not satisfied on or before 5pm on 6 January 2022 (or such later date as the parties agree) the Trafalgar Agreement would have terminated.
Completion	Completion under the Trafalgar Agreement will occur on that date which is ten (10) business days after the satisfaction or waiver of the last of the Conditions Precedent, or such other date as is agreed between the Company and Trafalgar Resources in writing.

The Trafalgar Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

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SCHEDULE 4 – SUMMARY OF THE ME AGREE MENT

The material terms and conditions of the ME Agreement are as follows:

Tenement Acquisition	The Company agreed to acquire, and Mining Equities agreed to sell and transfer all of its rights, title and interest in: (a) E58/571 (Application); (b) all associated technical information in the possession or control of Mining Equities; and (c) statutory licences, approvals, consents, authorisations, rights or permits relating to the Application.
Consideration	In consideration for the tenement acquisition, the Company agreed to: (a) to pay Mining Equities a sum of $50,000 by way of electronic transfer; and (b) to issue 325,000 Shares at a deemed issue price of $0.385 per Share.
Condition Precedent	Completion of the tenement acquisition is conditional on the following conditions precedent being satisfied: (a) completion of due diligence on the Application to the satisfaction of the Company; and (b) the parties obtaining all necessary shareholder and third party approvals to lawfully complete the matters under the ME Agreement, (together, theConditions Precedent). If the Conditions Precedent are not satisfied on or before 5pm on 25 April 2022 (or such later date as the parties agree) the ME Agreement will be terminated. It is the intention of both parties to extend the agreement in due course.
Completion	Completion of the acquisition will occur on that date which is two (2) business days after the satisfaction or waiver of the last of the Conditions Precedent (Completion). If the Application has not been granted by Completion: (a) Mining Equities will hold the respective rights and interests in the Application on trust for the Company; (b) Mining Equities authorises the Company, at the Company’s cost, to pursue the Application and procure its grant; and (c) the Company will be responsible for the conduct of the determination of the Application as it determines in its sole discretion. During the period commencing on Completion and ending on the date on which the Company is the registered holder of the tenement granted in respect of the Application (Granted Tenement), Mining Equities grants to the Company the exclusive licence, right and liberty to enter the Granted Tenement for the purposes of carrying out lawful mining operations.

The ME Agreement otherwise contains terms and conditions considered standard for an agreement of this kind.

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PROXY FORM

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If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Proxy Voting Form

ALDORO RESOURCES LIMITED | ACN 622 990 809

Holder Number: [HolderNumber]

Your proxy voting instruction must be received by 10.30am (AWST) on Sunday, 17 July 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

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• ✓ Save Money:

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• ✓ It’s Quick and Secure:

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• ✓ Receive Vote Confirmation:

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SUBMIT YOUR PROXY VOTE BY PAPER

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with

such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you

mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

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

Joint holding : Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

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Return your completed form

Return your completed form All enquiries to Automic WEBCHAT BY MAIL IN PERSON BY EMAIL https://automic.com.au/ Automic Automic meetings@automicgroup.com.au GPO Box 5193 Level 5, 126 Phillip Street BY FACSIMILE PHONE Sydney NSW 2001 Sydney NSW 2000 +61 2 8583 3040 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online I/We being a Shareholder entitled to attend and vote at the General Meeting of Aldoro Resources Limited, to be held at 10.30am (AWST) on Tuesday, 19 July 2022 at Mirador Corporate, Level 2, 23 Railway Road, Subiaco WA 6008 hereby: Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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Resolutions For Against Abstain 1. RATIFICATION OF PRIOR ISSUE OF PLACEMENT SECURITIES – LISTING RULE 7.1 2. RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A 3. APPROVAL TO ISSUE LEAD MANAGER OPTIONS – XCEL CAPITAL 4. APPROVAL TO ISSUE PARTICIPATION SECURITIES TO RELATED PARTY – TROY FLANNERY 5. APPROVAL TO ISSUE PARTICIPATION SECURITIES TO RELATED PARTY – LINCOLN HO 6. RATIFICATION OF PRIOR ISSUE OF TR CONSIDERATION SHARES – TRAFALGAR RESOURCES 7. APPROVAL TO ISSUE ME CONSIDERATION SHARES – MINING EQUITIES Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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