ALDORO RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

Aug 6, 2024

ALDORO RESOURCES LIMITED ACN 622 990 809 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (AWST) DATE : 10[th] September 2024 PLACE : Suite 11, Level 2 23 Railway Rd 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 11:00am (WST) on 8[th] September 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF OPTIONS TO DIRECTOR – QUINN LI

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 5,000,000 Options to Quinn Li (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – RATIFICATION OF AGREEMENT TO ISSUE OPTIONS TO LEAD MANAGER

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 2,500,000 Options to the Lead Manager (or its nominee) 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 SHARES

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 up to that number of Shares, when multiplied by the issue price, will raise up to A$5,000,000 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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Voting Prohibition Statements

Resolution 1 – Issue of Options to Director – Quinn Li

A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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 – Issue of Options to Director – Quinn Li	Quinn Li (or her 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 thatperson or thosepersons.
Resolution 2 – Ratification of Agreement to Issue Options to Lead Manager	A person who participated in the issue or is a counterparty to the agreement being approved (namely Xcel Capital Pty Ltd) or an associate of thatperson or thosepersons.
Resolution 3 – Approval to Issue Shares	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 the Capital Raising participants) or an associate of thatperson(or thosepersons).

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.

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.

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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 2 7229 4628.

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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 AND 2

As announced on 22 July 2024, the Company lodged a prospectus with ASIC ( Prospectus ) in respect of a non-renounceable entitlement offer ( Loyalty Offer ) of one (1) Option (exercisable at $0.12 on or before 1 June 2029) ( Loyalty Option ) for every four (4) Shares held by Shareholders at the record date with registered addresses in Australia, New Zealand and Singapore at an issue price of $0.02 per Loyalty Option to raise up to $673,119 before costs.

The terms and conditions of the Loyalty Options are set out in Schedule 1.

Any entitlement not taken up pursuant to the Loyalty Offer will form the shortfall offer ( Shortfall Offer ). The Shortfall Offer is a separate offer made pursuant to the Prospectus and will remain open for up to three months following the closing date of the Loyalty Offer. The subscription price for each Loyalty Option to be issued under the Shortfall Offer shall be $0.02 per Loyalty Option ( Shortfall Options ) being the price at which Loyalty Options have been offered under the Loyalty Offer.

The Prospectus also contained the offer of 5,000,000 Options (on the same terms and conditions as the Loyalty Options) ( Director Options ) subject to shareholder approval, to Ms Quinn Li (or her nominees) at an issue price of $0.001 per Director Option to raise a further $5,000 ( Director Offer ).

The Company has entered into a lead manager mandate ( Xcel Mandate ) with Xcel Capital Pty Ltd (ACN 617 047 319) ( Xcel Capital or Lead Manager ) for the appointment of the Lead Manager to provide lead manager services to the Company in respect of the Loyalty Offer and the Director Offer. The Lead Manager will receive a fee equal to 6% of the funds raised under the Loyalty Offer, together with the issue of 2,500,000 Options on the same terms as the Loyalty Options) ( Lead Manager Options ) under the Prospectus ( Lead Manager Offer ).

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

Engagement

The Company has engaged Xcel Capital to perform lead manager services in relation to the Loyalty Offer and the Director Offer.

Conditions Precedent

Xcel Capital’s participation and assistance as Lead Manager is subject to the following conditions, which must be satisfied in Xcel Capital’s sole and absolute opinion (or subsequently waived by Xcel Capital): (a) a satisfactory outcome to the Company's due diligence process; (b) the opportunity to review any due diligence process conducted by the Company and any reports or opinions commissioned by the Company for the Loyalty Offer process; (c) the terms and conditions pertaining to the Loyalty Offer are settled to Xcel Capital’s satisfaction;

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	(d) the Company preparing a Prospectus that fully complies with all relevant aspects of the Corporations Act (including ASIC policy), the ASX Listing Rules and the Constitution of the Company, the terms and contents of which are to Xcel Capital’s satisfaction; (e) a legal sign off letter being provided to the Company by the Company's solicitors to the satisfaction of Xcel Capital and addressed to be for the benefit of Xcel Capital confirming that: (f) the due diligence investigations have been implemented and completed; (g) the verification and sign-off procedures for the Prospectus have been conducted in accordance with the planning memorandum; and (h) the due diligence investigations and the sign-off procedures for the Prospectus referred to above contribute reasonable inquiries in the circumstances to ensure that all material statements in the Prospectus are not misleading or deceptive and that there are no material omissions from the Prospectus; (i) the Company conducts a series of presentations to advisers and/or key investors as arranged by Xcel Capital; (j) final approval by the Board for the Loyalty Offer, the Director Offer and the Lead Manager Offer; and (k) Xcel Capital executing a formal consent to the named in the Prospectus as lead manager in a form satisfactory to Xcel Capital.
Fees and expenses	As consideration for the lead manager services to be provided by Xcel Capital, the Company shall issue/pay to Xcel Capital (or its nominees): (a) a lead manager fee of 6% of the funds raised under the Loyalty Offer (exclusive of GST); and (b) 2,500,000 Lead Manager Options on the terms and conditions set out in Schedule 1. In addition to the above fees, Xcel Capital will require reimbursement of out-of-pocket expenses directly related to the Loyalty Offer (whether or not the Loyalty Offer proceeds). Xcel Capital will obtain the Company's consent prior to incurring any single expense greater than $2,500.
Termination by Xcel Capital	Xcel Capital may terminate the Xcel Mandate at any time upon giving written notification of its intention to do so, or if one or more of the following events occur in its sole and absolute opinion: (a) at any time, either of the All-Ordinaries Index or the Standard and Poors /ASX200 Materials Index is at a level that is 10% or more below its level as at the close of normal trading on ASX at the date of acceptance of the Xcel Mandate; (b) the Australian equity capital market conditions and/or ASX trading conditions are such that they are not, in the judgement of Xcel Capital, conducive to the successful completion of the Loyalty Offer; or

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(c) all of the conditions to the Xcel Mandate set out above have not been or will not in Xcel Capital’s sole and absolute opinion be, satisfied, or waived by Xcel Capital, prior to the Shortfall allotment date or such later date agreed by Xcel Capital in writing.

The Xcel Mandate otherwise contains provisions considered standard for an agreement of its nature (including representation and warranty provisions).

2. RESOLUTION 1 – ISSUE OF OPTIONS TO DIRECTOR – QUINN LI

2.1 General

As set out in Section 1, the Company has agreed, subject to obtaining Shareholder approval, to issue 5,000,000 Director Options to Quinn Li (or her nominee) at an issue price of $0.001 per Director Option to raise a further $5,000 on the terms and conditions set out below.

Resolution 1 seeks Shareholder approval for the issue of the Director Options to Quinn Li (or her nominee).

2.2 Chapter 2E of the Corporations Act

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

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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

The issue of Director Options to Quinn Li (or her nominee) constitutes giving a financial benefit and Quinn Li is a related party of the Company by virtue of being a Director.

The Directors (other than Quinn Li who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Director Options because the agreement to issue the Director Options, reached as part of the remuneration package for Quinn Li is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

2.3

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 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

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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.

2.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Director Options to Quinn Li 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). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options (because approval is being obtained under Listing Rule 10.11), the issue of the Director Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Director Options and the Company will not raise any funds under the Director Offer.

2.5 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 Resolution 1:

• (a) the Director Options will be issued to Quinn Li (or her nominee), who falls within the category set out in Listing Rule 10.11.1 as Quinn Li is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Director Options to be issued is 5,000,000;

• (c) the terms and conditions of the Director Options are set out in Schedule 1;

• (d) the Director Options 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 intended that issue of the Director Options will occur on the same date;

• (e) the issue price of the Director Options will be $0.001 per Director Option to raise a further $5,000;

• (f) the purpose of the issue of the Director Options is to raise $5,000, as well as to provide a performance linked incentive component in the remuneration package for Quinn Li to motivate and reward their performance as a Director and to provide cost effective remuneration to Quinn Li, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Quinn Li;

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• (g) the current total remuneration package for Quinn Li is $306,307, comprising of directors’ fees/salary of $54,000 and a superannuation payment of $6,210. If the Director Options are issued, the total remuneration package of Quinn Li will increase by $246,097 to $306,307, being the value of the Director Options (based on the Black Scholes methodology);

• (h) the Director Options are not being issued to Quinn Li (or her nominee) under an agreement; and

• (i) a voting exclusion statement and a voting prohibition statement are included in Resolution 1 of the Notice.

3. RESOLUTION 2 – RATIFICATION OF AGREEMENT TO ISSUE OPTIONS TO LEAD MANAGER

3.1 General

As set out in Section 1, the Company has made the offer of 2,500,000 Lead Manager Options to Xcel Capital (or its nominees) pursuant to the Prospectus. The Lead Manager Options are intended to be issued to Xcel Capital (or its nominees) on or about 16 August 2024 as disclosed in the Prospectus, in consideration for lead manager services provided by Xcel Capital in respect of the Loyalty Offer and the Director Offer.

The agreement to issue the Lead Manager Options to Xcel Capital (or its nominees) did not breach Listing Rule 7.1 at the time of the issue.

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, 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 9 November 2023.

The issue of the Lead Manager Options 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 Lead Manager Options.

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 Lead Manager Options.

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Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the agreement to issue the Lead Manager Options to Xcel Capital (or its nominees).

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Lead Manager Options 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 Lead Manager Options.

If Resolution 2 is not passed, the Lead Manager Options 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 Lead Manager Options.

3.3 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 2:

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

• (b) 2,500,000 Lead Manager Options will be issued and the Lead Manager Options will be issued on the terms and conditions set out in Schedule 1;

• (c) it is intended that the Lead Manager Options will be issued on or about 16 August 2024, as disclosed in the Prospectus;

• (d) the Lead Manager Options will be issued at a nil issue price, in consideration for Lead Manager services provided by Xcel Capital. The Company has not and will not receive any other consideration for the issue of the Lead Manager Options (other than in respect of funds received on exercise of the Lead Manager Options);

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

• (f) the Lead Manager Options will be issued to Xcel Capital under the Xcel Mandate. A summary of the material terms of the Xcel Mandate is set out in Section 1.

4. RESOLUTION 3 – APPROVAL TO ISSUE SHARES

4.1 General

The Company is proposing to issue up to that number of Shares, when multiplied by the issue price, will raise up to A$5,000,000( Capital Raising ). Shares under the Capital Raising ( Capital Raising Shares ) will be issued at not less than a 20% discount to the volume weighted average price of the Shares on ASX over 5 days prior to the date of issue of Shares.

It is intended for Xcel Capital Pty Ltd to be engaged in respect of the Capital Raising at this time. Further details with respect to the appointment of a lead manager will be provided if and when the Company engages a lead manager in respect of the Capital Raising.

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As summarised in Section 3.1 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 Capital Raising Shares does not fall within any of these exceptions and may exceed the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Capital Raising Shares.

4.2 Technical information required by Listing Rule 14.1A

The issue of the Capital Raising Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and whilst the number of Capital Raising Shares may not exceed the 15% limit in Listing Rule 7.1, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of the Capital Raising Shares under Listing Rule 7.1 so that it does not use up any of the 15% limit on issue equity securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Capital Raising Shares. In addition, the issue of the Capital Raising 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 3 is not passed, the Company may not be able to proceed with the issue of the Capital Raising Shares and the Company may need to consider alternative sources of financing or scale-back planned operations until such time as further capital can be raised.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Capital Raising Shares.

4.3 Technical information required by Listing Rule 7.3

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

• (a) the Capital Raising Shares will be issued to professional and sophisticated investors identified by the Directors or who are clients of a lead manager engaged in connection with the Capital Raising. The recipients will be identified through a bookbuild process, which will involve the Board or a lead manager to be engaged in connection with the Capital Raising seeking expressions of interest to participate in the Capital Raising from non-related parties of the Company;

• (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 Capital Raising Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $5,000,000. The Capital Raising Shares issued will be fully paid ordinary

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shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Capital Raising Shares will be issued no later than three (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 Capital Raising Shares will occur on the same date;

• (e) the issue price of the Capital Raising Shares will be not less than a 20% discount to the volume weighted average price of the Shares on ASX over the 5 trading days prior to the date of issue of the Capital Raising Shares. The Company will not receive any other consideration for the issue of the Capital Raising Shares;

• (f) the purpose of the issue of the Capital Raising Shares is to raise capital, which the Company intends to apply towards preparation for the upcoming maiden diamond drilling programme at the Kameelburg Project, metallurgical test work at Kameelburg, gold exploration at the Narndee Project, for expenses of the offer and working capital;

• (g)

• the Capital Raising Shares will not be issued under an agreement; and

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

4.4 Dilution

Set out below is a worked example of the number of Capital Raising Shares that may be issued under Resolution 3 based on an assumed issue prices of $0.084, $0.126 and $0.042 (being the closing price of Shares on 29 July 2024 ( Closing Price ) and a 50% increase and 50% decrease to the Closing Price) per Capital Raising Share,

Assumed issue price	Maximum number of Shares which **may be issued1 **	Current Shares on issue as at the date of this Notice2	Increase in the number of Shares on issue assuming the Company issued the maximum amount pursuant to Resolution 3	Dilution effect on existing Shareholders
$0.042	119,047,619	134,623,743	253,671,362	46.93%
$0.084	59,523,810	134,623,743	194,147,553	30.66%
$0.126	39,682,540	134,623,743	174,306,283	22.77%

Notes :

1. Rounded to the nearest whole number.

2. There are currently 134,623,743 Shares on issue as at the date of this Notice and this table assumes no Options are exercised, no convertible securities converted or additional Shares issued, other than the maximum number of Shares which may be issued pursuant to Resolution 3 (based on the assumed issue prices set out in the table).

3. The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Capital Raising Shares to be issued and the dilution percentage to also differ.

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5. 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.

Capital Raising has the meaning given in Section 5.1.

Capital Rasing Shares has the meaning given in Section 5.1.

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) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

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.

Director Offer has the meaning given in Section 1.

Director Options has the meaning given in Section 1.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the

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Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager Offer has the meaning given in Section 1.

Lead Manager Options has the meaning given in Section 1.

Listing Rules means the Listing Rules of ASX.

Loyalty Offer has the meaning given in Section 1.

Loyalty Options has the meaning given in Section 1.

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 with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Prospectus has the meaning given in Section 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.

Shortfall Offer has the meaning given in Section 1.

Shortfall Options has the meaning given in Section 1.

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

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

Xcel Mandate has the meaning given in Section 1.

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SCHEDULE 1 – TERMS AND CONDITIONS OF LOYALTY OPTIONS, DIRECTOR OPTIONS, LEAD MANAGER OPTIONS AND SHORTFALL OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one (1) fully paid ordinary share ( Share ) in the Company upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.12 ( Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5:00pm (AWST) on 1 June 2029 ( 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 (5) 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.

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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 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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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Aldoro Resources Limited | ABN 31 622 990 809

Your proxy voting instruction must be received by 11.00am (AWST) on Sunday, 08 September 2024 , 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

SUBMIT YOUR PROXY
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/#/homeShareholders 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 Key Management Personnel. 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.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Aldoro Resources Limited, to be held at 11.00am (AWST) on Tuesday, 10 September 2024 at Suite 11, 23 Railway Rd, Subiaco WA 6008 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair 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.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1 ISSUE OF OPTIONS TO DIRECTOR – QUINN LI
2 RATIFICATION OF AGREEMENT TO ISSUE OPTIONS TO LEAD MANAGER
3 APPROVAL TO ISSUE SHARES
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.

STEP 3	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		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)
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By providing			your		email address, you elect to												receive all					communications despatched by the Company electronically (where legally permissible).