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ALDORO RESOURCES LIMITED Proxy Solicitation & Information Statement 2025

Mar 13, 2025

64422_rns_2025-03-13_db39b7b7-ba6f-40d5-9691-33f91bdd39eb.pdf

Proxy Solicitation & Information Statement

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ALDORO RESOURCES LIMITED ACN 622 990 809 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:30am (AWST) DATE : 15[th] April 2025 PLACE : Unit 1, 1 Centro Avenue Subiaco WA 6008

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

This Notice 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 10:30am (AWST) on 13[th] April 2025.

B U S I N E S S OF TH E M E E T I N G

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE SECURITIES UNDER AN EMPLOYEE INCENTIVE SECURITIES PLAN

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 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to maximum of 30,315,504 Securities under the employee incentive scheme titled Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MINLU FU

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 15,250,000 Performance Rights to Minlu Flu (or his nominee(s)) under the Employee Incentive Securities Plan on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO QUINN LEE

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 15,000,000 Performance Rights to Quinn Lee (or her nominee(s)) under the Employee Incentive Securities Plan on the terms and conditions set out in the Explanatory Statement.”

Dated: 14[th] March 2025

1

Voting Prohibition Statements

Resolution 1 – Approval to
issue Securities under an
Employee Incentive Securities
Plan
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.
Resolution 2 – Issue of
Incentive Performance Rights
to Minlu Fu
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 2 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution,
and it is not cast on behalf of a Resolution 2 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote on the basis of that appointment, on this Resolution if:
(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.
Provided the Chair is not a Resolution 2 Excluded Party, the above prohibition
does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 3 – Issue of
Incentive Performance Rights
to Quinn Lee
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 3 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution,
and it is not cast on behalf of a Resolution 3 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote on the basis of that appointment, on this Resolution if:
(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.
Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition
does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.

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 – Approval to
issue Securities under an
Employee Incentive Securities
Plan
A person who is eligible to participate in the Employee Incentive Securities Plan
or an associate of that person or those persons.
Resolution 2 – Issue of
Incentive Performance Rights
to Minlu Fu
Minlu Fu (or his nominees) or any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive
Securities Plan or an associate of that person or those persons.
Resolution 3 – Issue of
Incentive Performance Rights
to Quinn Lee
Quinn Lee (or her nominees) or any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee
Incentive Securities Plan or an associate of that person or those persons.

2

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 or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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 please do not hesitate to contact the Company Secretary on +61 8 6559 1792.

3

E X PL A N A T O R Y S T A T E M E N T

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. RESOLUTION 1 – APPROVAL TO ISSUE SECURITIES UNDER AN EMPLOYEE INCENTIVE SECURITIES PLAN

1.1 General

This Resolution seeks Shareholder approval for purposes of Listing Rule 7.2 (Exception 13(b)) for the issue of a maximum of 30,315,504 Securities under the employee incentive scheme titled “Employee Incentive Securities Plan” ( Plan ).

The objective of the Plan is to attract, motivate and retain key employees, contractors and other persons who provide services to the Company, and the Company considers that the adoption of the Plan and the future issue of Securities under the Plan will provide these parties with the opportunity to participate in the future growth of the Company.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

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

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

1.2 Technical Information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Plan (up to the maximum number of Securities stated in Section 1.3 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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

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

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

REQUIRED INFORMATION DETAILS
Terms of the Plan A summary of the material terms and conditions of the Plan
is set out in Schedule 1.
Number of Securities
previously issued under
the Plan
The Company has not issued any Securities under the Plan
as this is the first time that Shareholder approval is being
sought for the adoption of the Plan.

4

REQUIRED INFORMATION DETAILS
Maximum number of
Securities proposed to
be issued under the
Plan
The maximum number of Securities proposed to be issued
under the Plan in reliance on to Listing Rule 7.2 (Exception
13), following Shareholder approval, is 30,315,504 Securities.
It is not envisaged that the maximum number of Securities
for which approval is sought will be issued immediately.
The Company may also seek Shareholder approval under
Listing Rule 10.14 in respect of any future issues of Securities
under the Plan to a related party or a person whose
relationship with the Company or the related party is, in
ASX’s opinion, such that approval should be obtained.
Number of Securities
currently proposed to
be issued to unrelated
party under the Plan
The Company is proposing to issue 13,000,000 Performance
Rights to Xcel Capital Pty Ltd (Xcel Capital) (or its nominees)
on the terms and conditions set out below and in Schedule
2, under the Plan.
Further details in respect of the Performance Rights
proposed to be issued are set out in the table below:
Xcel Capital is a corporate advisor of the Company and
provides advice to the Company in respect of its corporate
activities and exploration strategies. The purpose of the
issue is to provide a performance linked incentive for Xcel
Capital to motivate and reward their performance as an
adviser to the Company.
The Company notes that Director, Edwin Bulseco holds 50%
of the issued capital in Xcel Capital and is also a director of
the entity. However, the Company does not consider that
ASX Listing Rule 10.11 applies to this issue of Performance
Rights to Xcel Capital (or its nominees), as Mr Bulseco does
not have operational control over Xcel Capital and
therefore the Company does not consider Xcel Capital to
be an associate (as defined by the Listing Rules) of Mr
Bulseco.
The Companyexpects to issue the Performance Rights to
QUANTUM
MILESTONE
EXPIRY DATE
7,000,000
The Company announcing a
Mineral Resource Estimate in
compliance with the JORC
code
2012
of
30,000,000
tonnes
grading
at
an
equivalent of 2 grams per
Gold Equivalent.
1 July 2028
5,000,000
The Company announcing a
Mineral Resource Estimate in
compliance with the JORC
code
2012
of
60,000,000
tonnes
grading
at
an
equivalent of 2 grams per
Gold Equivalent.
1 July 2028
1,000,000
The Company announcing a
Mineral Resource Estimate in
compliance with the JORC
code
2012
of
100,000,000
tonnes
grading
at
an
equivalent of 2 grams per
Gold Equivalent.
1 July 2028

5

REQUIRED INFORMATION DETAILS
Xcel Capital within 5 Business Days of the Meeting, subject
to Shareholder approval for this Resolution being obtained.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
Voting prohibition
statement
A voting prohibition statement applies to this Resolution.

2. RESOLUTIONS 2 AND 3 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS

2.1 General

These Resolutions seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 for the issue of an aggregate of 30,250,000 Performance Rights to Minlu Fu and Quinn Lee (or their nominee(s)) pursuant to the Plan on the terms and conditions set out below.

Further details in respect of the Performance Rights proposed to be issued are set out in the table below.

QUANTUM RECIPIENT MILESTONE EXPIRY DATE
7,000,000 Minlu Fu The Company announcing a Mineral Resource
Estimate in compliance with the JORC code 2012
of 30,000,000 tonnes grading at an equivalent of 2
grams per Gold Equivalent.
1 July 2028
5,000,000 Minlu Fu The Company announcing a Mineral Resource
Estimate in compliance with the JORC code 2012
of 60,000,000 tonnes grading at an equivalent of 2
grams per Gold Equivalent.
1 July 2028
3,250,000 Minlu Fu The Company announcing a Mineral Resource
Estimate in compliance with the JORC code 2012
of 100,000,000 tonnes grading at an equivalent of 2
grams per Gold Equivalent.
1 July 2028
7,000,000 Quinn Lee The Company announcing a Mineral Resource
Estimate in compliance with the JORC code 2012
of 30,000,000 tonnes grading at an equivalent of 2
grams per Gold Equivalent.
1 July 2028
5,000,000 Quinn Lee The Company announcing a Mineral Resource
Estimate in compliance with the JORC code 2012
of 60,000,000 tonnes grading at an equivalent of 2
grams per Gold Equivalent.
1 July 2028
3,000,000 Quinn Lee The Company announcing a Mineral Resource
Estimate in compliance with the JORC code 2012
of 100,000,000 tonnes grading at an equivalent of 2
grams per Gold Equivalent.
1 July 2028

2.2 Director Recommendation

(a) Mr Bulseco acknowledges that the issue of Performance Rights to Minlu Fu and Quin Lee, is contrary to Recommendation 8.2 of the ASX CGPR. However, Mr Bulseco considers that the issue is reasonable in the circumstances for the reasons set out in Section 2.6 below;

  • (b) Mr Bulseco recommends that Shareholders vote in favour of these Resolutions for the reasons set out in Section 2.6 below. In forming their recommendation, Mr Bulseco considered the experience of Minlu Fu and Quin Lee, the current market price of Shares, the current market standards and practices when determining the number of Performance Rights to be issued to each of the

6

proposed recipients, as well as the performance milestones and expiry date of those Performance Rights; and

  • (c) each Director (other than Mr Bulseco) has a material personal interest in the outcome of these Resolutions on the basis that the Directors (other than Mr Bulseco) (or their nominee(s)) are to be issued Performance Rights on the same terms and conditions should these Resolutions be passed. For this reason, the Directors (other than Mr Bulseco) do not believe that it is appropriate to make a recommendation on these Resolutions.

2.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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 constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.

The issue constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.

As Securities are proposed to be issued to all of the Directors other than Mr Bulseco, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.

2.4 Listing Rule 10.14

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

  • 10.14.1 a director of the entity;

  • 10.14.2 an associate of a director of the entity; or

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

The issue falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

2.5

Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within 15 months 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 (because approval is being obtained under Listing Rule 10.14), the issue will not use up any of the Company’s 15% annual placement capacity.

If these Resolution are not passed, the Company will not be able to proceed with the issue and the Company will need to find alternative methods to incentive the Directors.

7

2.6 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

REQUIRED INFORMATION DETAILS
Name of the persons to
whom Securities will be
issued
The proposed recipients of the Performance Rights are
set out in Section 2.1.
Categorisation under
Listing Rule 10.14
Each of the proposed recipients falls within the category
set out in Listing Rule 10.14.1 as they are a related party
of the Company by virtue of being a Director.
Any nominee(s) of the proposed recipients who receive
Performance Rights may constitute ‘associates’ for the
purposes of Listing Rule 10.14.2.
Number of Securities and
class to be issued
The maximum number of Performance Rights to be issued
(being the nature of the financial benefit proposed to be
given) is 30,250,000 which will be allocated as set out in
the table included at Section 2.1 above.
Terms of Securities The Performance Rights will be issued on the terms and
conditions set out in Schedule 2.
Material terms of the Plan A summary of the material terms and conditions of the
Plan is set out in Schedule 1.
Material terms of any
loan
No loan is being made in connection with the acquisition
of the Performance Rights.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Securities within 5
Business Days of the Meeting. In any event, the Company
will not issue any Securities later than 15 months after the
date of the Meeting / three years after the date of the
Meeting (or such later date as permitted by any ASX
waiver or modification of the Listing Rules).
Price or other
consideration the
Company will receive for
the Securities
The Performance Rights will be issued at a nil issue price.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue is to provide a performance
linked
incentive
component
in
the
remuneration
packages for Minlu Fu and Quin Lee to motivate and
reward their performance as Directors and to provide
cost effective remuneration to Minlu Fu and Quin Lee,
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
Minlu Fu and Quin Lee.
Consideration of type of
Security to be issued
The Company has agreed to issue the Performance
Rights for the following reasons:
(a)
the
issue
of
Performance
Rights
has
no
immediate dilutionary impact on Shareholders;
(b)
the milestones attaching to the Performance
Rights will align the interests of the recipient with
those of Shareholders;
(c)
the issue is a reasonable and appropriate
method to provide cost effective remuneration
as the non-cash form of this benefit will allow
the Company to spend a greater proportion of
its cash reserves on its operations than it would if

8

REQUIRED INFORMATION DETAILS
alternative cash forms of remuneration were
given to Minlu Fu and Quin Lee; and
(d)
it is not considered that there are any significant
opportunity costs to the Company or benefits
foregone by the Company in issuing the
Incentive Performance Rights on the terms
proposed.
Consideration of
quantum of Securities to
be issued
The number of Performance Rights to be issued has been
determined based upon a consideration of:
(a)
current market standards and/or practices of
other ASX listed companies of a similar size and
stage of development to the Company;
(b)
the remuneration of the proposed recipients;
and
(c)
incentives to attract and ensure continuity of
service/retain the service of the proposed
recipients who have appropriate knowledge
and
expertise,
while
maintaining
the
Company’s cash reserves.
The Company does not consider that there are any
significant opportunity costs to the Company or benefits
foregone by the Company in issuing the Performance
Rights upon the terms proposed.
Remuneration package The total remuneration package for each of the
recipients for the previous financial year and the
proposed total remuneration package for the current
financial year are set out below:
RELATED PARTY
CURRENT
FINANCIAL YEAR
ENDING
30 JUNE 2025
PREVIOUS
FINANCIAL YEAR
ENDED
30 JUNE 2024
Minlu Fu1
$1,910,625
-
Quinn Lee2,3
1,975,563
$14,486
Notes:
1.
Comprising Directors’ fees of $nil, a superannuation payment
of $nil and share-based payments of $1,910,625 (including an
increase of $678,625, being the value of the Performance
Rights).
2.
Comprising Directors’ fees of $68,218, a superannuation
payment of $7,845 and share-based payments of $1,899,500
(including an increase of $667,500, being the value of the
Performance Rights).
3.
Comprising Directors’ fees of $13,050, a superannuation
payment of $1,435.
Valuation The Company values the Performance Rights at
$1,346,125 (being $0.0445 per Performance Right) based
on the closing share price on 27 February 2025. Further
information in respect of the valuation of the Securities
and the pricing methodology is set out in Schedule 3.

9

REQUIRED INFORMATION DETAILS DETAILS DETAILS DETAILS DETAILS DETAILS
Interest in Securities The relevant interests of the recipients in Securities as at
the date of this Notice and following completion of the
issue are set out below:
As at the date of this Notice
RELATED
PARTY
SHARES1
OPTIONS
PERFORMANCE
RIGHTS
Minlu Fu
34,528,013
7,124,504
1,970,000
Quinn Lee
18,773,131
7,336,140
-
Post issue
RELATED
PARTY
SHARES1
OPTIONS
PERFORMANCE
RIGHTS
Minlu Fu
34,528,013
7,124,504
17,220,000
Quinn Lee
18,773,131
7,336,140
15,000,000
RELATED
PARTY
SHARES1 OPTIONS PERFORMANCE
RIGHTS
Minlu Fu 34,528,013 7,124,504 1,970,000
Quinn Lee 18,773,131 7,336,140 -
Post issue
RELATED
PARTY
SHARES1 OPTIONS PERFORMANCE
RIGHTS
Minlu Fu 34,528,013 7,124,504 17,220,000
Quinn Lee 18,773,131 7,336,140 15,000,000
Dilution If the milestones attaching to the Performance Rights
issued under these Resolutions are met and the
Performance Rights are converted, a total of 30,250,000
Shares would be issued. This will increase the number of
Shares on issue from 173,155,043 (being the total number
of Shares on issue as at the date of this Notice) to
203,405,043 (assuming that no Shares are issued and no
other convertible securities vest or are exercised) with the
effect that the shareholding of existing Shareholders
would be diluted by an aggregate of 14.8%, comprising
7.5% by Minlu Fu and 7.3% by Quinn Lee.
Trading history The trading history of the Shares on ASX in the 12 months
before the date of this Notice is set out below:
PRICE
DATE
Highest
$0.47
24 February 2025
Lowest
$0.061
7 June 2024
Last
$0.325
13 March 2025
PRICE DATE
Highest $0.47 24 February 2025
Lowest $0.061 7 June 2024
Last $0.325 13 March 2025
Securities previously
issued to the recipient/(s)
under the Plan
As this is the first time that the Shareholder approval is
being sought for the adoption of the Plan, no Securities
have been previously issued under the Plan.
Additional Information Details of any Securities issued under the Plan will be
published in the annual report of the Company relating
to the period in which they were issued, along with a
statement that approval for the issue was obtained
under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who
become entitled to participate in an issue of Securities
under the Plan after this Resolution is approved and who
were not named in this Notice will not participate until
approval is obtained under Listing Rule 10.14.
Other information The Board is not aware of any other information that is
reasonably required by Shareholders to allow them to
decide whether it is in the best interests of the Company
to pass these Resolutions.

10

REQUIRED INFORMATION DETAILS
Voting exclusion
statements
Voting exclusion statements apply to these Resolutions.
Voting prohibition
statements
Voting prohibition statements apply to these Resolutions.

11

G L O S S AR Y

  • $ 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.

ASX CGPR means the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4[th] edition).

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.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

Gold Equivalent means, for the purposes of the Performance Rights to be issued under Resolutions 1 to 3, a gold equivalent resource including niobium, TREO, phosphate (apatite) and iron ore (to the extent that they are economically recoverable).

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

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.

Plan means the Company’s Employee Incentive Securities Plan.

Proxy Form means the proxy form accompanying the Notice.

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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.

Security means a Share, Option or Performance Right (as applicable).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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

Xcel Capital means Xcel Capital Pty Ltd.

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S C H E DU L E 1 – TE R M S A N D C O N D I T I O N S O F P L A N

A summary of the material terms of the Company’s Employee Securities Incentive Plan is set out below:

Eligible Participant Eligible Participantmeans a person that is a ‘primary participant’ (as that
term is defined in Division 1A of Part 7.12 of the Corporations Act) in
relation to the Company or an Associated Body Corporate (as defined in
the Corporations Act) and has been determined by the Board to be
eligible to participate in the Plan from time to time.
Purpose The purpose of the Plan is to:
(a) assist in the reward, retention and motivation of Eligible
Participants;
(b) link the reward of Eligible Participants to Shareholder value
creation; and
(c) align the interests of Eligible Participants with shareholders
of the Group (being the Company and each of its
Associated Bodies Corporate), by providing an opportunity
to Eligible Participants to receive an equity interest in the
Company (Securities).
Maximum number of
Convertible
Securities
The Company will not make an invitation under the Plan which involves
monetary consideration if the number of Shares that may be issued, or
acquired upon exercise of Convertible Securities offered under an
invitation, when aggregated with the number of Shares issued or that
may be issued as a result of all invitations under the Plan during the 3
year period ending on the day of the invitation, will exceed 5% of the
total number of issued Shares at the date of the invitation (unless the
Constitution specifies a different percentage and subject to any limits
approved by Shareholders under Listing Rule 7.2 Exception 13(b) – refer
to Resolution 1 and Section 1.1).
Plan administration The Plan will be administered by the Board. The Board may exercise any
power or discretion conferred on it by the Plan rules in its sole and
absolute discretion (except to the extent that it prevents the Participant
relying on the deferred tax concessions under Subdivision 83A-C of the
Income Tax Assessment Act 1997(Cth)). The Board may delegate its
powers and discretion.
Eligibility, invitation
and application
The Board may from time to time determine that an Eligible Participant
may participate in the Plan and make an invitation to that Eligible
Participant to apply for any (or any combination of) the Securities
provided under the Plan on such terms and conditions as the Board
decides.
On receipt of an invitation, an Eligible Participant may apply for the
Securities the subject of the invitation by sending a completed
application form to the Company. The Board may accept an
application from an Eligible Participant in whole or in part.
If an Eligible Participant is permitted in the invitation, the Eligible
Participant may, by notice in writing to the Board, nominate a party in
whose favour the Eligible Participant wishes to renounce the invitation.
Grant of Securities The Company will, to the extent that it has accepted a duly completed
application, grant the Participant the relevant number and type of
Securities, subject to the terms and conditions set out in the invitation, the
Plan rules and any ancillary documentation required.
Rights attaching to
Convertible
Securities
AConvertible Securityrepresents a right to acquire one or more Plan
Shares in accordance with the Plan (for example, an Option or a
Performance Right).

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Prior to a Convertible Security being exercised, the holder:
(a)
does not have any interest (legal, equitable or otherwise) in any
Share the subject of the Convertible Security other than as
expressly set out in the Plan;
(b)
is not entitled to receive notice of, vote at or attend a meeting
of the shareholders of the Company;
(c)
is not entitled to receive any dividends declared by the
Company; and
(d)
is not entitled to participate in any new issue of Shares (see
Adjustment of Convertible Securities section below).
Restrictions on
dealing with
Convertible
Securities
Convertible Securities issued under the Plan cannot be sold, assigned,
transferred, have a security interest granted over or otherwise dealt with
unless in Special Circumstances as defined under the Plan (including in
the case of death or total or permanent disability of the holder) with the
consent of the Board in which case the Convertible Securities may be
exercisable on terms determined by the Board.
A holder must not enter into any arrangement for the purpose of
hedging their economic exposure to a Convertible Security that has
been granted to them.
Vesting of
Convertible
Securities
Any vesting conditions applicable to the Convertible Securities will be
described in the invitation. If all the vesting conditions are satisfied
and/or otherwise waived by the Board, a vesting notice will be sent to
the Participant by the Company informing them that the relevant
Convertible Securities have vested. Unless and until the vesting notice is
issued by the Company, the Convertible Securities will not be
considered to have vested. For the avoidance of doubt, if the vesting
conditions relevant to a Convertible Security are not satisfied and/or
otherwise waived by the Board, that security will lapse.
Forfeiture of
Convertible
Securities
Convertible Securities will be forfeited in the following circumstances:
(a)
where a Participant acts fraudulently, dishonestly, negligently,
in contravention of any policy of the Company and any
Associated Bodies Corporate (as defined in the Corporations
Act) (theGroup) or wilfully breaches their duties to the Group
and the Board exercises its discretion to deem some or all of the
Convertible Securities held by a Participant to have been
forfeited;
(b)
where there is a failure to satisfy the vesting conditions in
accordance with the Plan;
(c)
on the date the Participant becomes insolvent; or
(d)
on the Expiry Date,
subject to the discretion of the Board.
Listing of Convertible
Securities
Convertible Securities granted under the Plan will not be quoted on the
ASX or any other recognised exchange. The Board reserves the right in its
absolute discretion to apply for quotation of Convertible Securities
granted under the Plan on the ASX or any other recognised exchange.
Exercise of
Convertible
Securities and
cashless exercise
To exercise a security, the Participant must deliver a signed notice of
exercise and, subject to a cashless exercise (see next paragraph below),
pay the exercise price (if any) to or as directed by the Company, at any
time following vesting of the Convertible Securities (if subject to vesting
conditions) and prior to the expiry date as set out in the invitation or
vesting notice.
An invitation to apply for Convertible Securities may specify that at the

15

time of exercise of the Convertible Securities, the Participant may elect
not to be required to provide payment of the exercise price for the
number of Convertible Securities specified in a notice of exercise, but
that on exercise of those Convertible Securities the Company will transfer
or issue to the Participant that number of Shares equal in value to the
positive difference between the Market Value of the Shares at the time
of exercise and the exercise price that would otherwise be payable to
exercise those Convertible Securities.
Market Valuemeans, at any given date, the volume weighted average
price per Share traded on the ASX over the 5 trading days immediately
preceding that given date, unless otherwise specified in an invitation.
Convertible Securities may not be exercised unless and until that security
has vested in accordance with the Plan rules, or such earlier date as set
out in the Plan rules.
Timing of issue of
Shares and
quotation of Shares
on exercise
Within five business days after the issue of a valid notice of exercise by a
Participant, the Company will issue or cause to be transferred to that
Participant the number of Shares to which the Participant is entitled
under the Plan rules and issue a substitute certificate for any remaining
unexercised Convertible Securities held by that Participant.
Restriction periods
and restrictions on
transfer of Shares on
exercise
If the invitation provides that any Shares issued upon the valid exercise of
a Convertible Security are subject to any restrictions as to the disposal or
other dealing by a Participant for a period, the Board may implement
any procedure it deems appropriate to ensure the compliance by the
Participant with this restriction.
Additionally, Shares issued on exercise of the Convertible Securities are
subject to the following restrictions:
(a)
if the Company is required but is unable to give ASX a notice
that complies with section 708A(5)(e) of the Corporations Act,
Shares issued on exercise of the Convertible Securities may not
be traded until 12 months after their issue unless the Company,
at its sole discretion, elects to issue a prospectus pursuant to
section 708A(11) of the Corporations Act;
(b)
all Shares issued on exercise of the Convertible Securities are
subject to restrictions imposed by applicable law on dealing in
Shares by persons who possess material information likely to
affect the value of the Shares and which is not generally
available; and
(c)
all Shares issued on exercise of the Convertible Securities are
subject to the terms of the Company’s Securities Trading Policy.
Rights attaching to
Shares on exercise
All Shares issued upon exercise of Convertible Securities will rank equally
in all respects with the then Shares of the Company.
Change of control If a change of control event occurs (being an event which results in any
person (either alone or together with associates) owning more than 50%
of the Company’s issued capital), unvested Convertible Securities will
vest unless the Board determines in its discretion otherwise. The Board’s
discretion in determining the treatment of any unvested Convertible
Securities on a change of control event is limited to vesting or varying
any vesting conditions in respect to the Convertible Securities and does
not include a discretion to lapse or forfeit unvested Convertible Securities
for less than fair value.
Participation in
entitlements and
bonus issues
Subject always to the rights under the following two paragraphs,
Participants will not be entitled to participate in new issues of capital
offered to holders of Shares such as bonus issues and entitlement issues.
Adjustment for
bonus issue
If Shares are issued by the Company by way of bonus issue (other than
an issue in lieu of dividends or by way of dividend reinvestment), the
Participant is entitled, upon exercise of the Convertible Securities, to

16

receive an issue of as many additional Shares as would have been
issued to the holder if the holder held Shares equal in number to the
Shares in respect of which the Convertible Securities are exercised.
Reorganisation If there is a reorganisation of the issued share capital of the Company
(including
any
subdivision,
consolidation,
reduction,
return
or
cancellation of such issued capital of the Company), the rights of each
Participant holding Convertible Securities will be changed to the extent
necessary to comply with the ASX Listing Rules applicable to a
reorganisation of capital at the time of the reorganisation.
Buy-Back Subject to applicable law, the Company may at any time buy-back
Securities in accordance with the terms of the Plan.
Employee Share
Trust
The Board may in its sole and absolute discretion use an employee share
trust or other mechanism for the purposes of holding Convertible
Securities for holders under the Plan and delivering Shares on behalf of
holders upon exercise of Convertible Securities.
Amendment of Plan Subject to the following paragraph, the Board may at any time amend
any provisions of the Plan rules, including (without limitation) the terms
and conditions upon which any Securities have been granted under the
Plan and determine that any amendments to the Plan rules be given
retrospective effect, immediate effect or future effect.
No amendment to any provision of the Plan rules may be made if the
amendment materially reduces the rights of any Participant as they
existed before the date of the amendment, other than an amendment
introduced primarily for the purpose of complying with legislation or to
correct manifest error or mistake, amongst other things, or is agreed to in
writing by all Participants.
Plan duration The Plan continues in operation until the Board decides to end it. The
Board may from time to time suspend the operation of the Plan for a
fixed period or indefinitely and may end any suspension. If the Plan is
terminated or suspended for any reason, that termination or suspension
must not prejudice the accrued rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writing
that some or all of the Securities granted to that Participant are to be
cancelled on a specified date or on the occurrence of a particular
event, then those Securities may be cancelled in the manner agreed
between the Company and the Participant.
Income Tax
Assessment Act
The Plan is a plan to which Subdivision 83A-C of the_Income Tax_
Assessment Act 1997(Cth) applies (subject to the conditions in that Act)
except to the extent an invitation provides otherwise.
Withholding Notwithstanding any other provision of the Plan, and without limiting the
amounts which may be deducted or withheld under Applicable Laws, if
a member of the Group, a trustee or the Plan administrator is obliged, or
reasonably believes that it may have an obligation to account for any
Tax, or any superannuation amounts (or equivalent social security
contributions, if applicable) in respect of a Participant (Withholding
Amount), then that Group company, trustee or Plan administrator (as
applicable) is entitled to withhold or be reimbursed by the Participant for
the Withholding Amount payable or paid.

17

S C H E DU L E 2 – TE R M S A N D C O N D I T I O N S O F P E R F O R M A N C E R I GH T S

The terms and conditions of the Performance Rights to be issued are set out below:

(a) Milestones and Expiry Date

The relevant ‘ Milestone’ and ‘ Expiry Date ’ of each Performance Right to be issued is set out below:

QUANTUM MILESTONE EXPIRY DATE
14,000,000 The Company announcing a Mineral Resource Estimate
in compliance with the JORC code 2012 of 30,000,000
tonnes grading at an equivalent of 2 grams per Gold
Equivalent.
1 July 2028
10,000,000 The Company announcing a Mineral Resource Estimate
in compliance with the JORC code 2012 of 60,000,000
tonnes grading at an equivalent of 2 grams per Gold
Equivalent.
1 July 2028
7,250,000 The Company announcing a Mineral Resource Estimate
in compliance with the JORC code 2012 of 100,000,000
tonnes grading at an equivalent of 2 grams per Gold
Equivalent.
1 July 2028

For the purpose of the Milestones, ‘ Gold Equivalent ’ means a gold equivalent resource including niobium, TREO, phosphate (apatite) and iron ore (to the extent that they are economically recoverable).

(b) Notification to holder

The Company shall notify the holder in writing when a Milestone has been satisfied.

(c) Conversion

Subject to paragraph (m), upon vesting, each Performance Right will, at the election of the holder, convert into one (1) Share.

(d) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(e) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(f) Transfer of Performance Rights

The Performance Rights are not transferable.

(g) Lapse of a Performance Right

If a Milestone attached to the relevant Performance Right has not been satisfied by the Expiry Date, the relevant Performance Right will automatically lapse. However, in the event that a Milestone attached to the relevant Performance Right has been satisfied prior to the relevant Expiry Date, the relevant Performance Right will automatically lapse on the relevant Expiry Date, unless converted prior to that date in accordance with paragraph (c).

(h) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

18

(i) Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(j) Adjustment for bonus issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(k) Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

  • (l) Change in Control

Subject to paragraph (m), upon:

  • (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

  • (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

  • (B) having been declared unconditional by the bidder.

  • (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of a Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis.

(m)

Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (l) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

  • (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

  • (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (m)(i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(n) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

19

(o) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(p) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

20

S C H E DU L E 3 – V AL U A T I O N O F P E R F OR M A NC E R I GH TS

The Performance Rights to be issued pursuant to Resolutions 2 and 3 have been valued by internal management . Based on the assumptions set out below, the Performance Rights were ascribed the following value:

ASSUMPTIONS:
Valuation date 27 February 2025
Market price of Shares $0.445
Expiry date (length of time from issue) 1 July 2028
Probability 10%
Indicative value per Performance Right $0.0445
Total Value of Performance Rights $1,346,125
- Minlu Fu (Resolution 2) $678,625
- Quinn Lee (Resolution 3) $667,500

21

for Securityholder registration.

Aldoro Resources Limited | ABN 31 622 990 809

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

Your proxy voting instruction must be received by 10.30am (AWST) on Sunday, 13 April 2025 , 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

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 Key Management Personnel.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

https://investor.automic.com.au/#/loginsah or

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.

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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://automicgroup.com.au.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY 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 10.30am (AWST) on Tuesday, 15 April 2025 at Unit 1, 1 Centro Avenue, 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 Resolutions 1, 2 and 3 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 2 and 3 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

P
Resolutions
For
Against
Abstain
1
APPROVAL TO ISSUE SECURITIES UNDER AN EMPLOYEE INCENTIVE SECURITIES PLAN
2
ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MINLU FU
3
ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO QUINN LEE
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.
AM
STEP 3 – 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)
/
/
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).