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ALICE QUEEN LIMITED Proxy Solicitation & Information Statement 2025

Jun 4, 2025

64409_rns_2025-06-04_300f13e8-46f2-40f8-84ce-02ba9bbdc253.pdf

Proxy Solicitation & Information Statement

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ALICE QUEEN LIMITED ACN 099 247 408

NOTICE OF GENERAL MEETING

TIME : 12.00pm (Melbourne time) DATE : 4 July 2025 PLACE : 454 Collins Street, Melbourne VIC 3000

This Notice should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on (+61 3) 8669 1408.

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions) 5
Explanatory Statement (explaining the proposed Resolutions) 9
Glossary 21
Annexure 1 – Terms of Options 22
Proxy Form attached
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that a General Meeting ( Meeting ) of Shareholders of Alice Queen Limited ( Alice Queen or the Company ) will be held at 12.00pm (Melbourne time) on 4 July 2025 at 454 Collins Street, Melbourne Victoria 3000.

The Explanatory Statement that accompanies and forms part of this Notice General Meeting ( Notice ) sets out the background information on the various matters to be considered. This Notice and Explanatory Statement should be read in their entirety.

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YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00 pm (Melbourne time) on 2 July 2025.

VOTING IN PERSON

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

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 , members are advised that:

  • each member has a right to appoint a proxy;

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

  • a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the meeting.

A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide that:

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

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

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

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

  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

  • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

  • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

  • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  • the appointed proxy is not the chair of the meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

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

Proxy Voting by the Chair

Subject to any restrictions as set out in the Notice, the Chair intends to vote all available undirected proxies in favour of each item of business.

CORPORATE REPRESENTATIVES

Any corporation which is a member of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

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BUSINESS OF THE MEETING

AGENDA

RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SHARES

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 102,750,000 fully paid ordinary shares at an issue price of $0.004 (0.4 cents) per share to unrelated professional, sophisticated and other exempt investors identified by the Company or GBA Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement which accompanied and formed part of the Notice."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who is an unrelated professional, sophisticated and other exempt investors identified by the Company or GBA Capital Pty Ltd who participated in the issue of shares the subject of Resolution 1 or any associate of that person.

However, the Company need not disregard a vote cast in favour of Resolution 1 by:

  • a person as a proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with the directions given to the proxy or attorney to vote on Resolution 1 in that way; or

  • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or

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

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 1; and

  • the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 2: APPROVAL FOR ISSUE OF PLACEMENT OPTIONS

To consider and, if thought fit, to pass 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 102,750,000 options (each with an exercise price of $0.008 (0.8 cent), expiring 30 June 2028 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company)to investors who participated in the placement of shares the subject of Resolution 1 on the terms and conditions set out in the Explanatory Statement which accompanied and formed part of the Notice."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who is an investor who participated in the placement of shares the subject of Resolution 1 or any associate of that person.

However, the Company need not disregard a vote cast in favour of Resolution 2 by:

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  • a person as a proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with the directions given to the proxy or attorney to vote on Resolution 2 in that way; or

  • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 as the Chair decides; or

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

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 2; and

  • the holder votes on Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 3: APPROVAL FOR ISSUE OF SECURITIES TO GAGE RESOURCE DEVELOPMENT PTY LTD

To consider and, if thought fit, to pass 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 122,556,122 fully paid ordinary shares at an issue price of $0.004 (0.4 cent) per share and 122,556,122 options (each with an exercise price of $0.008 (0.8 cents), expiring 30 June 2028 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to Gage Resource Development Pty Ltd (and/or its nominee(s)), on the terms and conditions set out in the Explanatory Statement which accompanied and formed part of the Notice."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Gage Resource Development Pty Ltd (and/or its nominee(s)) or any associate of Gage Resource Development Pty Ltd (and/or its nominee(s)).

However, the Company need not disregard a vote cast in favour of Resolution 3 by:

  • a person as a proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on Resolution 3 in that way; or

  • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 as the Chair decides; or

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

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 3; and

  • the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 4: APPROVAL FOR ISSUE OF SECURITIES TO JAMES MYERS

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

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"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 12,500,000 fully paid ordinary shares at an issue price of $0.004 (0.4 cent) per share and 12,500,000 options (each with an exercise price of $0.008 (0.8 cents), expiring 30 June 2028 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to James Myers (and/or his nominee(s)), on the terms and conditions set out in the Explanatory Statement which accompanied and formed part of the Notice."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of James Myers (and/or his nominee(s)) or any associate of James Myers (and/or his nominee(s)).

However, the Company need not disregard a vote cast in favour of Resolution 4 by:

  • a person as a proxy or attorney for a person who is entitled to vote on Resolution 4 in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or

  • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 as the Chair decides; or

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

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and

  • the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 5: APPROVAL FOR ISSUE OF SECURITIES TO MICHELE ALESSANDRO BINA

To consider and, if thought fit, to pass 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 2,500,000 fully paid ordinary shares at an issue price of $0.004 (0.4 cent) per share and 2,500,000 options (each with an exercise price of $0.008 (0.8 cents), expiring 30 June 2028 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to Michele Alessandro Bina (and/or his nominee(s)), on the terms and conditions set out in the Explanatory Statement which accompanied and formed part of the Notice."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Michele Alessandro Bina(and/or his nominee(s)) or any associate of Michele Alessandro Bina (and/or his nominee(s)).

However, the Company need not disregard a vote cast in favour of Resolution 5 by:

  • a person as a proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with the directions given to the proxy or attorney to vote on Resolution 5 in that way; or

  • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 as the Chair decides; or

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

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 5; and

  • the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 6: APPROVAL FOR ISSUE OF OPTIONS TO GBA CAPITAL PTY LTD

To consider and, if thought fit, to pass 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 36,045,918 options (each with an exercise price of $0.008 (0.8 cents), expiring 30 June 2028 and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to GBA Capital Pty Ltd (and/or its nominee(s)) as described in the Explanatory Statement which accompanied and formed part of this Notice.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of GBA Capital Pty Ltd or any associate of GBA Capital Pty Ltd.

However, the Company need not disregard a vote cast in favour of Resolution 6 by:

  • a person as a proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way; or

  • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with a direction given to the Chair to vote on Resolution 6 as the Chair decides; or

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

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 6; and

  • the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to vote in that way.

DATED: 5 JUNE 2025 BY ORDER OF THE BOARD ANNE ADALEY COMPANY SECRETARY

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EX PLANATO RY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

BACKGROUND

On 19 May 2025, the Company announced that it had receive binding commitments from investors for a placement of fully paid ordinary shares ( Placement Shares ) at an issue price of $0.004 (0.4 cents) per Placement Share to raise up to approximately $960,000 before costs. Each Placement Share is to be accompanied by one option ( Placement Option ) with an exercise price of $0.008, expiry date of 30 June 2028 and which, upon exercise, entitles the holder to one fully paid ordinary share in the Company. The issue of all Placement Options is subject to shareholder approval.

The issue of Placement Shares and Placement Options is referred to as the Placement .

The issue of the Placement Shares and Placement Options is to occur as follows:

  • 102,750,000 Placement Shares to be issued to unrelated professional, sophisticated and other exempt investors identified by the Company as part of its investor relations program or by GBA Capital in its role as lead manager of the Placement. The issue of these Placement Shares occurred on 28 May 2025. Shareholder ratification of the prior issue of these Placement Shares is sought under Resolution 1.

  • Each Placement Share issued for which shareholder ratification is sought under Resolution 1 is to be accompanied by one Placement Option. Resolution 2 seeks shareholder approval for the issue of Placement Options as free-attaching to the Placement Shares the subject of Resolution 1.

  • An aggregate of 137,556,122 Placement Shares and 137,556,122 Placement Options are to be issued to related parties of the Company, subject to shareholder approval:

  • 122,556,112 Placement Shares at $0.004 (0.4 cents) per Placement Share ($490,224.45) together with 122,556,112 free-attaching Placement Options are proposed to be issued to Gage Resource Development Pty Ltd ( Gage ) (and/or its nominee(s)). Approval for the issue of these Placement Shares and Placement Options to Gage is sought under Resolution 3.

  • 12,500,000 Placement Shares at $0.004 (0.4 cents) per Placement Share ($50,000) together with 12,500,000 free-attaching Placement Options are proposed to be issued to James Myers (and/or his nominee(s)). Approval for the issue of these Placement Shares and Placement Options to James Myers (and/or his nominee(s)) is sought under Resolution 4.

  • 2,500,000 Placement Shares at $0.004 (0.4 cents) per Placement Share ($10,000) together with 2,500,000 Placement Options Placement Options are proposed to be issued to Michele Alessandro Bina (and/or his nominee(s)). Approval for the issue of these Placement Shares and Placement Options to Michele Alessandro Bina (and/or his nominee(s)) is sought under Resolution 5.

GBA Capital acted as lead manager of the Placement. As part fees for GBA Capital acting as lead manager of the Placement, the Company agreed to issue GBA Capital (and/or its nominee(s)) options ( Lead Manager Options ) with the same terms as Placement

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Options equal to 15% of the number of Placement Shares issued (up to 36,045,918 Placement Options). The issue of the Lead Manager Options is subject to Shareholder approval which is sought under Resolution 6.

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

Resolution 1 seeks shareholder ratification for the purposes of Listing Rule 7.4 and all other purposes for the prior issue of 102,750,000 Placement Shares to unrelated sophisticated, professional and other exempt investors who were either identified by the Company as part of its investor relations program or by GBA Capital in its role as lead manager of the Placement. These Placement Shares were issued on 28 May 2025 and an Appendix 2A was released to ASX on that date.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions including Listing Rule 7.1A, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the share capital of the Company at the commencement of that twelve (12) month period.

Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities, or an agreement to issue securities, made pursuant to Listing Rule 7.1 (provided the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been issued or agreed to be issued with shareholder approval for the purposes of Listing Rule 7.1. The Company seeks approval under Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1.

Accordingly, Resolution 1 seeks Shareholder approval under Listing Rule 7.4 for the ratification of the issue of the Placement Shares issued under the Company’s 15% placement capacity under Listing Rule 7.1 to provide flexibility for the Company to issue securities under the Company's 15% placement capacity in the next 12 months without the requirement to obtain Shareholder approval.

If Shareholders approve Resolution 1, the issued Placement Shares will be treated as not having used the placement capacity of the Company under the Listing Rules and the Company will be able to issue equity securities using the refreshed placement capacity without shareholder approval. If shareholders do not pass Resolution 1 the Placement Shares will continue to use the placement capacity that is available to the Company under Listing Rule 7.1.

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

The number of
Shares issued:
102,750,000 Placement Shares.
Issue date: The Placement Shares were issued on 28 May 2025 and an
Appendix 2A was released to ASX on that date.
Issue price: $0.004 per Placement Share.
Terms of securities: The Placement Shares issued were fully paid ordinary shares in the
capital of the Company issued on the same terms and conditions
as the Company's existing ordinary shares.

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Person to whom
Shares were
issued:
The Placement Shares were issued to unrelated sophisticated,
professional and other exempt investors who were either
identified by the Company as part of its investor relations program
or by GBA Capital in its role as lead manager of the Placement.
None of the unrelated investors are material investors as
described in clause 7.5 of ASX Guidance Note 21.
Purpose and use
of funds:
The purpose of the issue was to raise $411,000 before costs. The
funds raised have been, or are proposed to be, used for
continued exploration and diamond core drilling at Viani, review
of the existing project portfolio, continue assessing new
opportunities and to meet general working capital requirements
of the Company.
Voting exclusion: A voting exclusion for Resolution 1 is contained in the Notice.

Recommendation

The Directors recommend Shareholders vote in favour of this Resolution 1.

RESOLUTION 2 – APPROVAL FOR ISSUE OF PLACEMENT OPTIONS

Resolution 2 seeks shareholder approval for the purposes of Listing Rule 7.1 and for all other purposes for the Company to issue 102,750,000 Placement Options to the unrelated investors who subscribed for the Placement Shares the subject of Resolution 1.

The Placement Options are to be issued as free-attaching to Placement Shares the subject of Resolution 1 on the basis of one Placement Option for every one Placement Share issued. Further details of the Placement Shares, including details of the recipients of the Placement Shares, are set out in Resolution 1.

The full terms of the Placement Options are set out in Annexure 1. The issue of the Placement Options is subject to shareholder approval.

Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the company’s issued share capital at the commencement of the twelve month period. One circumstance where an action or an issue is not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

The issue of the Placement Options the subject of Resolution 2 does not fall within any of the exceptions (other than exception 17) in Listing Rule 7.2 and therefore requires prior approval of shareholders under Listing Rule 7.1.

If shareholders approve Resolution 2, the Company will be able to issue the 102,750,000 Placement Options for which approval is sought under Resolution 2 to the unrelated investors who subscribed for Placement Shares the subject of Resolution 1. In addition, the Issue 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 shareholders do not approve Resolution 2 then the Company will not be able to issue the Placement Options and the Placement Options the subject of Resolution 2 will not be able to be issued to the unrelated investors who subscribed for Placement Shares the subject of Resolution 1.

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Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 2:

Maximum number of
Securities to be issued:
102,750,000 Placement Options.
Recipients: The subscribers who subscribed for and received the
Placement Shares the subject of Resolution 1, being
unrelated sophisticated, professional and other exempt
investors who were either identified by the Company as
part of its investor relations program or by GBA Capital in its
role as lead manager of the Placement. None of the
unrelated investors are material investors as described in
clause 7.5 of ASX Guidance Note 21.
Proposed date of Issue: The Placement Options are proposed to be issued shortly
after the Meeting and in any event no later than three
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).
Price at which the
Placement Options are
to be issued:
Nil issue price, Placement Options are being issued as free-
attaching on the basis of one Placement Option for every
one Placement Share issued the subject of Resolution 1.
Terms of securities: Placement Options each have an exercise price of $0.008,
expiry date of 30 June 2028 and, upon exercise, entitle the
holder to one fully paid ordinary share in the capital of the
Company. The full terms of the Placement Options are set
out in in Annexure 1.
Purpose of the issue
and use of funds:
No funds will be raised from the issue of the Placement
Options, which are being issued as free-attaching on the
basis of one Placement Option for every Placement Share
issued the subject of Resolution 1, in accordance with the
terms of the Placement.
Funds raised on exercise of Placement Options (if any) will
be applied to meeting the working capital requirements of
the Company at the time of exercise.
Voting exclusion: A voting exclusion for Resolution 2 is contained in the
Notice.

Recommendation

The Directors recommend Shareholders vote in favour of this Resolution 2.

RESOLUTION 3 – APPROVAL FOR ISSUE OF SECURITIES TO GAGE RESOURCES PTY LTD

Resolution 3 seeks shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes for the Company to issue 122,556,122 Placement Shares at an issue price of $0.004 (0.4 cent) per Placement Share ($490,224.45) together with 122,556,122 freeattaching Placement Options to Gage (and/or its nominee(s)).

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Listing Rules

Listing Rule 10.11 provides that a company must not, subject to specific exceptions, issue or agree to issue equity securities, to certain persons without the approval of shareholders. Persons that require approval for acquisition of equity securities include a related party and a party who is or was at any time 6 months before the issue or agreement, a substantial (30%+) holder. Gage is an entity to whom Listing Rule 10.11 applies.

The issue of securities the subject of Resolution 3 does not fall within any of the exceptions (other than exception 11) in Listing Rule 10.12 and accordingly the issue requires prior shareholder approval under Listing Rule 10.11.

If shareholders approve Resolution 3, the Company will be able to issue the 122,556,122 Placement Shares and Placement Options to Gage. The issue of the Placement Shares (and shares on exercise of Placement Options, if any) will increase the placement capacity available to the Company under Listing Rule 7.1 and, if approval is held at the relevant time, Listing Rule 7.1A. If shareholders do not approve Resolution 3, the Company will not be able to issue the Placement Shares and Placement Options the subject of Resolution 3 to Gage (and/or its nominee(s)) and those securities will not be issued to Gage (and/or its nominee(s)).

Listing Rule 10.13 requires that the following information be provided to Shareholders in respect of Resolution 3:

Number and Class of
Securities to be issued:
122,556,112 Placement Shares and 122,556,112 free-
attaching Placement Options.
Relevant Person: Gage
Resource
Development
Pty
Ltd
(and/or
its
nominee(s)).
Categories the person
falls within:
Gage is associated with the Chairman of the Company,
Jianying Wang, and is accordingly a related party to whom
Listing Rule 10.11.4 applies. In addition, Gage holds more
than 30% of the issued capital of the Company and is
accordingly a party to whom Listing Rule 10.11.2 applies.
Proposed date of Issue: The Placement Shares and Placement Options the subject
of Resolution 3 are proposed to be issued shortly after the
Meeting and in any event no later than one month after the
date of the Meeting.
Price at which the
Securities are to be
issued:
$0.004 per Placement Share. No funds are payable for issue
of the Placement Options, which are being issued as free-
attaching to Placement Shares on a one-for-one basis.
Terms of Securities: The Placement Shares will be fully paid ordinary shares in the
capital of the Company with the same terms and
conditions as the Company's existing shares.
Placement Options each have an exercise price of $0.008,
expiry date of 30 June 2028 and, upon exercise, entitle the
holder to one fully paid ordinary share in the capital of the
Company. The full terms of the Placement Options are set
out in in Annexure 1.

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Purpose and use of
funds:
The purpose of the issue is to raise funds consistent with the
Placement terms as invested in by unrelated investors.
$490,224.45 before costs will be raised from the issue of the
Placement Shares under Resolution 3. Funds raised will be
used for continued exploration and diamond core drilling
at Viani, review of the existing project portfolio, continue
assessing new opportunities and to meet general working
capital requirements of the Company.
No funds will be raised by the issue of the Placement
Options under Resolution 3. Funds raised on exercise of
Placement Options (if any) will be applied to meeting the
working capital requirements of the Company at the time
of exercise.
Voting exclusion: A voting exclusion for Resolution 3 is contained in the
Notice.

Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the members (shareholders) of the company. Section 228 defines a related party for the purposes of Chapter 2E (including section 208) of the Corporations Act to include an entity that controls the Company. As a substantial (30%+) holder of the Company, Gage could be considered to control the Company and accordingly is being treated by the Company as a related party for the purposes of Chapter 2E of the Corporations Act.

Section 210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to a related party where the financial benefit is on terms that would be reasonable if the company and the related party were dealing on arm’s length terms.

The Directors (with Jianying Wang abstaining) consider the proposed issue of the Placement Shares and Placement Options under Resolution 3 are on arm’s length terms. This view was formed on the basis that the securities the subject of Resolution 3, when subscribed for by Gage, are proposed to be issued on the same terms as offered to unrelated sophisticated and professional investors under Resolutions 1 and 2.

Recommendation

The Directors (with Jianying Wang abstaining from making a recommendation) recommend Shareholders vote in favour of this Resolution 3.

RESOLUTION 4 – APPROVAL FOR ISSUE OF SECURITIES TO JAMES MYERS

Resolution 4 seeks shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes for the Company to issue 12,500,000 Placement Shares at an issue price of $0.004 (0.4 cent) per Placement Share ($50,000) together with 12,500,000 free-attaching Placement Options to James Myers (and/or his nominee(s)).

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Listing Rules

Listing Rule 10.11 provides that a company must not, subject to specific exceptions, issue or agree to issue equity securities, to certain persons without the approval of shareholders. Persons that require approval for acquisition of equity securities include a related party. As a Director, James Myers is a person to whom Listing Rule 10.11 applies.

The issue of securities the subject of Resolution 4 does not fall within any of the exceptions (other than exception 11) in Listing Rule 10.12 and accordingly the issue requires prior shareholder approval under Listing Rule 10.11.

If shareholders approve Resolution 4, the Company will be able to issue the 12,500,000 Placement Shares and Placement Options to James Myers (and/or his nominee). If shareholders do not approve Resolution 4, the Company will not be able to issue the Placement Shares and Placement Options the subject of Resolution 4 to James Myers (and/or his nominee(s)) and those securities will not be issued to James Myers (and/or his nominee(s)).

Listing Rule 10.13 requires that the following information be provided to Shareholders in respect of Resolution 4:

Number and Class of
Securities to be issued:
12,500,000 Placement Shares together within 12,500,000
free-attaching Placement Options.
Relevant Person James Myers (and/or his nominee(s)).
Categories the person
falls within
James Myers is a Director and is accordingly a related party
to whom Listing Rule 10.11.1 applies.
Proposed date of Issue: The Placement Shares and Placement Options the subject
of Resolution 4 are proposed to be issued shortly after the
Meeting and in any event no later than one month after the
date of the Meeting.
Price at which the
Securities are to be
issued
$0.004 per Placement Share. No funds are payable for issue
of the Placement Options, which are being issued as free-
attaching to Placement Shares on a one-for-one basis.
Terms of Securities The Placement Shares will be fully paid ordinary shares in the
capital of the Company with the same terms and
conditions as the Company's existing shares.
Placement Options each have an exercise price of $0.008,
expiry date of 30 June 2028 and, upon exercise, entitle the
holder to one fully paid ordinary share in the capital of the
Company. The full terms of the Placement Options are set
out in in Annexure 1.
Purpose and use of
funds:
The purpose of the issue is to raise funds consistent with the
Placement terms as invested in by unrelated investors.
$50,000 before costs will be raised from the issue of the
Placement Shares under Resolution 4. Funds raised will be
used for continued exploration and diamond core drilling
at Viani, review of the existing project portfolio, continue

15

assessing new opportunities and to meet general working
capital requirements of the Company.
No funds will be raised by the issue of the Placement
Options under Resolution 4. Funds raised on exercise of
Placement Options (if any) will be applied to meeting the
working capital requirements of the Company at the time
of exercise.
Voting exclusion: A voting exclusion for Resolution 4 is contained in the
Notice.

Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the members (shareholders) of the company. Section 228 defined a related party for the purposes of Chapter 2E (including section 208) of the Corporations Act to include a director of the Company. James Myers is a Director.

Section 210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to a related party where the financial benefit is on terms that would be reasonable if the company and the related party were dealing on arm’s length terms.

The Directors (with James Myers abstaining) considers the proposed issue of the Placement Shares and Placement Options under Resolution 4 are on arm’s length terms. This view was formed on the basis that the securities the subject of Resolution 4, when subscribed for by James Myers (and/or his nominee(s)), are proposed to be issued on the same terms as offered to unrelated sophisticated and professional investors under Resolutions 1 and 2.

Recommendation

The Directors (with James Myers abstaining from making a recommendation) recommend Shareholders vote in favour of this Resolution 4.

RESOLUTION 5 – APPROVAL FOR ISSUE OF SECURITIES TO MICHELE ALESSANDRO BINA

Resolution 5 seeks shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes for the Company to issue 2,500,000 Placement Shares at an issue price of $0.004 (0.4 cent) per Placement Share ($10,000) together with 2,500,000 free-attaching Placement Options to Michele Alessandro Bina (and/or his nominee(s)).

Listing Rules

Listing Rule 10.11 provides that a company must not, subject to specific exceptions, issue or agree to issue equity securities, to certain persons without the approval of shareholders. Persons that require approval for acquisition of equity securities include a related party. As a Director, Michele Alessandro Bina is a person to whom Listing Rule 10.11 applies.

The issue of securities the subject of Resolution 5 does not fall within any of the exceptions (other than exception 11) in Listing Rule 10.12 and accordingly the issue requires prior shareholder approval under Listing Rule 10.11.

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If shareholders approve Resolution 5, the Company will be able to issue the 2,500,000 Placement Shares and Placement Options to Michele Alessandro Bina (and/or his nominee). If shareholders do not approve Resolution 5, the Company will not be able to issue the Placement Shares and Placement Options the subject of Resolution 5 to Michele Alessandro Bina (and/or his nominee(s)) and those securities will not be issued to Michele Alessandro Bina (and/or his nominee(s)).

Listing Rule 10.13 requires that the following information be provided to Shareholders in respect of Resolution 5:

Number and Class of
Securities to be issued:
2,500,000 Placement Shares together within 2,500,000 free-
attaching Placement Options.
Relevant Person Michele Alessandro Bina (and/or his nominee(s)).
Categories the person
falls within
Michele Alessandro Bina is a Director and is accordingly a
related party to whom Listing Rule 10.11.1 applies.
Proposed date of Issue: The Placement Shares and Placement Options the subject
of Resolution 5 are proposed to be issued shortly after the
Meeting and in any event no later than one month after the
date of the Meeting.
Price at which the
Securities are to be
issued
$0.004 per Placement Share. No funds are payable for issue
of the Placement Options, which are being issued as free-
attaching to Placement Shares on a one-for-one basis.
Terms of Securities The Placement Shares will be fully paid ordinary shares in the
capital of the Company with the same terms and
conditions as the Company's existing shares.
Placement Options each have an exercise price of $0.008,
expiry date of 30 June 2028 and, upon exercise, entitle the
holder to one fully paid ordinary share in the capital of the
Company. The full terms of the Placement Options are set
out in in Annexure 1.
Purpose and use of
funds:
The purpose of the issue is to raise funds consistent with the
Placement terms as invested in by unrelated investors.
$10,000 before costs will be raised from the issue of the
Placement Shares under Resolution 5. Funds raised will be
used for continued exploration and diamond core drilling
at Viani, review of the existing project portfolio, continue
assessing new opportunities and to meet general working
capital requirements of the Company.
No funds will be raised by the issue of the Placement
Options under Resolution 5. Funds raised on exercise of
Placement Options (if any) will be applied to meeting the
working capital requirements of the Company at the time
of exercise.
Voting exclusion: A voting exclusion for Resolution 5 is contained in the
Notice.

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Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the members (shareholders) of the company. Section 228 defined a related party for the purposes of Chapter 2E (including section 208) of the Corporations Act to include a director of the Company. Michele Alessandro Bina is a Director.

Section 210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to a related party where the financial benefit is on terms that would be reasonable if the company and the related party were dealing on arm’s length terms.

The Directors (with Michele Alessandro Bina abstaining) consider the proposed issue of the Placement Shares and Placement Options under Resolution 5 are on arm’s length terms. This view was formed on the basis that the securities the subject of Resolution 5, when subscribed for by Michele Alessandro Bina (and/or his nominee(s)), are proposed to be issued on the same terms as offered to unrelated sophisticated and professional investors under Resolutions 1 and 2.

Recommendation

The Directors (with Michele Alessandro Bina abstaining from making a recommendation) recommend Shareholders vote in favour of this Resolution 5.

RESOLUTION 6 – APPROVAL FOR ISSUE OF OPTIONS TO GBA CAPITAL PTY LTD

Resolution 6 seek shareholder approval for the purposes of Listing Rule 7.1 and for all other purposes to issue up to 36,045,918 Lead Manager Options to GBA Capital (and/or its nominee(s)) in connection with the role of GBA Capital as lead manager of the Placement. The number of Lead Manager Options to be issued is equal to 15% of the number of Placement Shares issued.

The issue of the Lead Manager Options is subject to shareholder approval.

Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the company’s issued share capital at the commencement of the twelve month period. One circumstance where an action or an issue is not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

If shareholders approve Resolution 6, the Company will be able to issue up to 36,045,918 Lead Manager Options to GBA Capital (and/or its nominee(s)). If shareholders do not approve Resolutions 6, the Company will not be able to issue the Lead Manager Options to GBA Capital (and/or its nominee(s)) and may need to seek to negotiate an alternate form of fee to be paid to GBA Capital.

The following information is provided in accordance with the requirements of Listing Rule 7.3 in respect of Resolution 6:

Maximum number of
Securities to be issued:
36,045,918 Lead Manager Options. The number of Lead
Manager Options issued will be equal to 15% of the number
of Placement Shares issued.

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Recipients: GBA Capital Pty Ltd (and/or its nominee(s)). GBA Capital is
not a related party of the Company.
Proposed date of Issue: The Options the subject of Resolution 6 are proposed to be
issued shortly after the Meeting and in any event will be
issued no later than three 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).
Price at which the
Options are to be
issued:
Nil issue price. Lead Manager Options are to be issued to
GBA Capital (and/or its nominee(s)) in connection with their
role as lead manager of the Placement.
Terms of securities: Lead Manager Options each have an exercise price of
$0.008, expire 28 June 2028 and, upon exercise, entitle the
holder to one fully paid ordinary share in the capital of the
Company. The full terms of the Lead Manager Options are
set out in in Annexure 1.
Purpose and use of
funds:
No funds will be raised by the issue of the Lead Manager
Options, which are being issued as part of the fee due to
GBA Capital for acting as lead manager of the Placement.
Funds raised on exercise of the Options (if any) will be
applied to meeting the working capital requirements of the
Company at the time of exercise.
Material terms of the
Agreement:
Lead Manager Options are being issued to GBA Capital
(and/or its nominee(s)) pursuant to the terms of an
engagement letter between the Company and GBA
Capital (Letter).
The material terms of the Letter are summarised below:

GBA Capital has agreed to act as lead manager of
the Placement the subject of Resolutions 1 to 5.

The Company agreed to pay GBA Capital fees for its
role as lead manager of the Placement comprising:
o
6% of funds raised from investors other than
specific investors identified by the Company
where a 4% fee is payable; and
o
The issue of the Lead Manager Options, being a
number of Lead Manager Options equal to 15%
of the Placement Shares issued.

The Letter otherwise contains terms typical for
arrangements of this kind, including provisions with
respect to confidentiality and intellectual property, a
limitation of liability that may be imposed on GBA
Capital, and an indemnity given by the Company in
favour of GBA Capital and general provisions
regarding the payment of expenses incurred by GBA
Capital as lead manager.

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Voting exclusion: A voting exclusion for Resolution 6 is contained in the
Notice.

5.2 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution 6.

Note: references in the Notice and the Explanatory Statement to “$” are to Australian currency.

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GLOSSARY

$ means Australian dollars.

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

ASX means ASX Limited.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Alice Queen Limited (ACN 099 247 408).

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.

Gage means Gage Resource Development Pty Ltd.

Listing Rules means the Listing Rules of ASX.

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

Option Holder means a holder of an Option.

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.

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

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

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ANNEXURE 1: TERMS OF O PTIONS

Note: a reference to “Option” or “Options” in this Annexure 1 are to the Placement Options and the Lead Manager Options.

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.008 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (Melbourne time) on or before 30 June 2028 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

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

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

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

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

  • (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

  • (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (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

22

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 Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

Participation in new issues

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

(j) 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.

(k) 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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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 12:00pm (AEST) on Wednesday, 2 July 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 184942 SRN/HIN:

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

318047_0_COSMOS_Sample_Proxy/000001/000001/i

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

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Alice Queen Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Alice Queen Limited to be held at 454 Collins Street, Melbourne, VIC 3000 on Friday, 4 July 2025 at 12:00pm (AEST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

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

For Against Abstain

Resolution 1 Ratification of prior issue of shares Resolution 2 Approval for issue of placement options Resolution 3 Approval for issue of securities to Gage Resource Development Pty Ltd Resolution 4 Approval for issue of securities to James Myers Resolution 5 Approval for issue of securities to Michele Alessandro Bina Resolution 6 Approval for issue of options to GBA Capital Pty Ltd

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

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