ALTAMIN LIMITED - AGM Information 2021

ASX Announcement

29 October 2021

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Annual General Meeting – Notice & Proxy Form

Dear Shareholder

The Annual General Meeting ( Meeting ) of shareholders of Alta Zinc Limited (ABN 63 078 510 988) ( Company ) will be held at Quest South Perth Foreshore, 22 Harper Terrace, South Perth, Western Australia on Monday, 29 November 2021 at 3:00pm (AWST).

The Board has made the decision to hold a physical Meeting with appropriate social distancing measures in place that will comply with the Federal Government and State Government’s prevailing restrictions on gatherings.

In accordance with section 253RA(2) of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth)), the Company will not dispatch physical copies of the Notice of Meeting ( Notice ) to shareholders unless a shareholder has requested a hard copy. Instead, the Notice is available on the Company’s website at www.altazinc.com or ASX at www2.asx.com.au.

If you have provided an email address to the Company’s share registry, Automic, and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Notice and the voting instruction form ( Proxy Form ). If you have not elected to receive notices by email, a copy of your Proxy Form will be mailed to you together with this Letter.

Please complete and return the enclosed Proxy Form as set out in the Proxy Form. Your Proxy Form must be received by 3:00pm (AWST) on Saturday, 27 November 2021, being not less than 48 hours before the commencement of the Meeting. Any Proxy Forms received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are constantly evolving and accordingly we may make alternative arrangements to the way in which the Meeting is held. Should this occur, we will notify such changes by way of announcement on the ASX, with details also made available on our website at www.altazinc.com.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

If you have any difficulties obtaining a copy of the Notice or voting instruction form, please contact the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Yours sincerely

Stephen Hills Finance Director / Company Secretary Alta Zinc Limited [email protected]

Alta Zinc Limited | ASX Code AZI | ABN 63 078 510 988

Level 3, Suite 3.5, 9 Bowman Street, South Perth, WA 6151, Australia Email: [email protected] | Tel: +61 (0)8 9321 5000 | Fax: +61 (0)8 9321 7177 Website: www.altazinc.com

ALTA ZINC LIMITED

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ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

29 November 2021

Time of Meeting

3:00pm (AWST)

Place of Meeting

Quest South Perth Foreshore, 22 Harper Terrace, South Perth 6151, Western Australia

A Proxy Form is enclosed or has otherwise been provided to you

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the Proxy Form in accordance with the specified directions.

Alta Zinc Limited ABN 63 078 510 988

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Alta Zinc Limited ABN 63 078 510 988 will be held at 3:00pm (AWST) on 29 November 2021 at Quest South Perth Foreshore, 22 Harper Terrace, South Perth 6151, Western Australia for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

The Company and the Board are acutely aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the State and Federal Government’s current restrictions for physical gatherings.

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

AGENDA

1 Financial Reports

To receive and consider the financial report of the Company for the year ended 30 June 2021, together with the Directors’ Report and the Auditor's Report as set out in the Annual Report.

2 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

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

" That the Remuneration Report for the year ended 30 June 2021 as set out in the 2021 Annual Report be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on the Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

(b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

(a) the appointment specifies the way the proxy is to vote on the Resolution ; or

(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution . In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 1, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

3 Resolution 2 – Re-election of Mr Alexander Burns as a Director

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

" That, Mr Alexander Burns, who retires in accordance with clause 6.1(f)(i) of the Constitution and, being eligible for re-election, be re-elected as a Director. "

4 Resolution 3 – 2021 Employee Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2, Exception 13(b) and for all other purposes, Shareholders approve any issue of up to 29,071,412 Incentives under the Employee Incentive Plan for employees and Directors known as “2021 Employee Incentive Plan”, a summary of the rules of which are set out in the Explanatory Memorandum, as an exception to Listing Rules 7.1 and 7.1A."

*Voting exclusion statement*: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:	*Voting exclusion statement*: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a)	a person who is eligible to participate in the employee incentive scheme; or
(b)	an Associate of those persons.
However,	this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to
	the proxy or attorney to vote on the Resolution in that way; or
(b)	the Chair of the Meeting as a 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;
(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
	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.
Further, a	Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a)	the appointment specifies the way the proxy is to vote on the Resolution; or
(b)	the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the
	Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
	Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution. In exceptional
	circumstances, the Chair of the Meeting may change his voting intention on the Resolution, in which case an ASX
	announcement will be made.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as
indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

5 Resolution 4 – Change of Name of the Company

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

“That for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, the name of the Company be changed from “Alta Zinc Limited” to “Altamin Limited ” and that, for the purposes of section 136(2) of the Corporations Act and all other purposes, all references to “Alta Zinc Limited” in the Company’s Constitution be replaced by references to “Altamin Limited.”

6 Resolution 5 – Approval of Additional 10% Placement Capacity

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

"That, for the purpose of Listing Rule 7.1A and all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

(a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

(b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

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

(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.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

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Stephen Hills Finance Director and Company Secretary

Dated: 25 October 2021

How to vote

Shareholders can vote by either:

attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

Voting by a Corporation

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

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolutions 1 and 3 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is
connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. However, in exceptional circumstances, the Chair of the Meeting may change his voting intention, in which case an ASX announcement will be made. These rules are explained in this Notice.
To be effective, proxies must be received by 3:00pm (AWST time) on Saturday, 27 November 2021. Proxies received after this time will be invalid.
Proxies forms may be lodged using any of the following methods:
in person to Automic, Level 5, 126 Phillip Street, Sydney, NSW 2000;
by post to Automic, GPO Box 5193, Sydney, NSW 2001;
by email to [email protected]; or
- by facsimile to + 61 2 8583 3040; or
by recording the proxy appointment and voting instructions via the internet at https://investor.automic.com.au/#/loginsah. Only registered Shareholders may access this facility and will need their Holder Identification Number ( HIN ) or Securityholder Reference Number ( SRN ).

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 3:00pm (AWST time) on Saturday, 27 November 2021. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4:00pm (AWST time) on Saturday, 27 November 2021.

ALTA ZINC LTD ABN 63 078 510 988

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

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

1 FINANCIAL REPORTS

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2021, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative questions relevant to:

(a) the conduct of the audit;
(b) the preparation and content of the independent audit report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Auditor in relation to the conduct of the audit.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

2 RESOLUTION 1 – NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2021 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2021 Annual Report and is also available on the Company’s website (www.altazinc.com).

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The remuneration report for the financial year ended 30 June 2020 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 27 November 2020. Accordingly, if at least 25% of the votes cast on this Resolution are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements, and sets out the details of any equity-based compensation.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Voting

Note that a voting exclusion applies to this Resolution in the terms set out in the Notice.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

3 RESOLUTION 2 – RE-ELECTION OF MR ALEXANDER BURNS AS A DIRECTOR

Pursuant to Clause 6.1(f)(i) of the Company's Constitution, Mr Burns, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Qualifications

Mr Burns was Managing Director of Sphere Minerals Limited (Sphere) from 1998 – 2010. During this period, the company acquired and evaluated iron ore properties in Mauritania, West Africa. Sphere was subsequently taken over by Xstrata Plc in November 2010 for $514 million. Mr Burns was also a non-executive Chairman of Shield Mining Limited (Shield), which was spun out of Sphere in 2006. Shield was a gold and base metals exploration company active in Mauritania and was taken over by Gryphon Minerals Limited in mid-2010.

Other material directorships

Mr Burns does not currently hold any other directorship positions.

Independence

Mr Burns was appointed as an executive chairman on 9 September 2019, and was re-elected by Shareholders on 29 November 2019. Mr Burns’ role was transitioned to non-executive chairman on 1 December 2020 following the expiry of his executive chairman contract.

The Board considers that Mr Burns, if re-elected, will not be classified as an independent director given Mr Burns is a substantial shareholder of the Company.

Board recommendation

The Directors consider Mr Burns’ relevant skills and qualifications, in particular Mr Burns’ commercial and leadership experience, will mean that he continues to have an active role in guiding the strategic direction of the Company.

The Directors, in the absence of Mr Burns, support the re-election of Mr Burns as a director of the Company and recommend that Shareholders vote in favour of this Resolution.

4 RESOLUTION 3 – 2021 EMPLOYEE INCENTIVE PLAN

The Directors considered that it was desirable to establish an incentive plan under which employees and eligible contractors may be offered the opportunity to subscribe for Options, units of Shares and Performance Rights (together, the Incentives ) in the Company in order to increase the range of potential incentives available to them and to strengthen links between the Company and its employees and accordingly adopted the 2021 Employee Incentive Plan (previously the Alta Zinc Ltd Employee Incentive Plan) ( Plan ).

The Plan is designed to provide incentives to the employees and eligible contractors of the Company and to recognise their contribution to the Company's success. Under the Company's current circumstances, the Directors consider that the incentives to employees and eligible contractors are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as cash bonuses or increased remuneration. To enable the Company to secure employees, eligible contractors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Plan is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain significant shareholdings in the Company.

Shareholder approval is required if any issue of Incentives pursuant to the Plan is to fall within the exception to the calculation of the 25% limit imposed by Listing Rules 7.1 and 7.1A (subject to Shareholder approval of Resolution 5) on the number of securities which may be issued without Shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 13(b) which provides that Listing Rules 7.1 and 7.1A (subject to Shareholder approval of Resolution 5) does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue.

Prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan.

Under the Plan, the Board may offer to Eligible Participants the opportunity to subscribe for such number of Incentives in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is contained in Annexure A of this Explanatory Memorandum. Incentives granted under the Plan will be offered to participants in the Plan on the basis of the Board’s view of the contribution of the Eligible Participant to the Company.

In accordance with ASIC Class Order 14/1000 ( CO14/1000 ), the total Incentives that may be issued under the Plan in reliance on CO14/1000 will not exceed 5% of the total number of Shares on issue (presently being 14,535,706 Incentives, based on 290,714,122 Shares on issue). Incentives issued under the Plan other than in reliance on CO14/1000 are not subject to this 5% cap. The maximum number of Incentives proposed to be issued under the Plan following Shareholder approval is expected to be 29,071,412 ( Cap ). Accordingly, the Company confirms that it will only be relying on CO14/1000 for the proposed issue of up to 14,535,706 Incentives and once this number is reached, the Company will need to comply with the Chapter 6D of the Corporations Act for the subsequent issue of Incentives. Further, once the Cap is reached the Company will need to seek fresh approval from Shareholders if the subsequent issue of Incentives is to fall within Listing Rule 7.2 Exception 13.

If the Resolution is passed, the Company will be able to issue Incentives under the Plan up the maximum number set out in this Notice. In addition, those issues of Incentives 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 and Listing Rule 7.1A (subject to Shareholder approval of Resolution 5).

If the Resolution is not passed, the Company will be able to proceed to issue Incentives under the Plan, however the issue of those Incentives will not fall within the exception to the calculation of the 25% limit imposed by Listing Rules 7.1 and 7.1A (subject to Shareholder approval of Resolution 5) and therefore effectively decreasing the number of Equity Securities which may be issued without Shareholder approval.

In accordance with the requirements of Listing Rule 7.2 Exception 13(b), the following information is provided to Shareholders:

(a) a summary of the terms of the Plan is set out in Annexure A of this Explanatory Memorandum;
(b) the Plan was previously approved by Shareholders on 30 November 2018. A total of 123,000,000 unlisted Options have been issued pursuant to the Plan[1] ;
(c) the maximum number of Incentives proposed to be issued under the Plan following approval of this Resolution is 29,071,412, 14,535,709 of which are proposed to be issued in reliance on CO14/1000; and
(d) a voting exclusion statement has been included in the Notice for the purposes of this Resolution.

5 RESOLUTION 4 – CHANGE OF NAME OF THE COMPANY

Since 4 December 2017, the Company’s name has been Alta Zinc Limited, and during that time the Company’s main undertakings and principal focus have been on the exploration and development of the Gorno Zinc Project in the Lombardy region of northern Italy and the Punta Corna Project in Piedmont, Italy, historically mined for cobalt, nickel, copper and silver.

The Board proposes that change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company and will be beneficial in raising the profile of the Company in the industry. The Company will continue to focus on brownfield mine development of the Gorno Zinc Project but is also strategically pursuing other base and battery metal exploration projects in Italy.

The Board will not be requesting changes to the Company’s ASX listing code of “AZI”.

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders present and eligible to vote (in person, by proxy, by attorney, or in the case of a Shareholder which is a corporation, by representative) (by the number of shares) must be in favour of the resolution.

If the Resolution is passed, the change of name will take effect when ASIC alters the details of the Company’s registration. The proposed name has been reserved by the Company and if the resolution is passed, the Company will lodge a copy of that special resolution with ASIC in order to effect the change.

The Company also seeks approval under section 136(2) of the Corporations Act to amend the Company’s Constitution to reflect the change of name.

The Board recommends that Shareholders vote in favour of the Resolution.

The Chair of the Meeting intends to vote all available proxies in favour of the Resolution.

1 The Company conducted a consolidation of its capital at a ratio of 15:1 which became effective on 20 May 2021. The number of unlisted Options issued under the Plan was on a pre-consolidation basis.

6 RESOLUTION 5 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

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

Listing Rule 7.1A enables an eligible entity to seek approval from its shareholders, by way of a special resolution passed at its annual general meeting, to increase this 15% limited by an extra 10% to 25% ( Additional 10% Placement Capacity ).

An entity will be eligible to seek approval under Listing Rule 7.1A if:

(a) the entity has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million or less; and
(b) the entity that is not included in the S&P ASX 300 Index.

The Company has a market capitalisation of $25 million as at 25 October 2021 and is an eligible entity for the purposes of Listing Rule 7.1A.

Resolution 5 seeks Shareholders’ approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards progressing the Company’s exploration projects and working capital.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the Additional 10% Placement Capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2.

Listing Rule 7.1A

Based on the number of Shares on issue at the date of this Notice, the Company will have 290,714,122 Shares on issue and therefore, subject to Shareholder approval being obtained under Resolution 5, 29,071,412 Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. That formula is:

(A x D) – E

A is the number of Shares on issue 12 months before the date of issue or agreement ( Relevant Period ):
(a) plus the number of fully paid Shares issued in the 12 months before the date of issue or agreement under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;
(b) plus the number of fully paid Shares issued in the 12 months before the date of issue or agreement on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

(i) the convertible securities were issued or agreed to be issued before the commencement of the 12 months before the date of issue or agreement; or
(ii) the issue of, or agreement to issue, the convertible securities was approved or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;
(c) plus the number of fully paid Shares issued in the 12 months before the date of issue or agreement within Listing Rule 7.2 exception 16 where:
(i) the agreement was entered into before the commencement of the 12 months before the date of issue or agreement; or
(ii) the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4;
(d) plus the number of partly paid Shares that become fully paid in the 12 months before the date of issue or agreement; and
(e) less the number of fully paid Shares cancelled in the 12 months before the date of issue or agreement.

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

D
is 10%; and
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement to issue has not been subsequently approved by Shareholders under Listing Rule 7.4.

Specific information required by Listing Rule 7.3A

The following information in relation to the Shares proposed to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

(a) If the Resolution is passed, the Additional 10% Placement Capacity will be valid during the period from the date of the Meeting and will expire on the earlier of:
(i) the date that is 12 months after the date of the Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date on which the Company receives approval by Shareholders for a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) ( Approval Period ).
(b) The Equity Securities to be issued will be in an existing class or quoted securities and will be issued for cash consideration at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days on which trades in the class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within ten Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(c) The Shares are being issued to raise funds to progress the Company’s exploration projects and working capital.
(d) If this Resolution is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities; or

The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

Variable ‘A’			Dilution
		$0.043 Issue price at half the current market price	$0.086 Issue price at current market price	$0.172 Issue price at double the current market price
Current Variable ‘A’ 290,714,122 Shares	Shares issued	29,071,412	29,071,412	29,071,412
	Funds raised	$1,250,070	$2,500,141	$5,000,282
	Dilution	10%	10%	10%
50% increase in current Variable ‘A’ 436,071,183 Shares	Shares issued	43,607,118	43,607,118	43,607,118
	Funds raised	$1,875,106	$3,750,212	$7,500,424
	Dilution	10%	10%	10%
100% increase in current variable ‘A’ 581,428,244 Shares	Shares issued	58,142,824	58,142,824	58,142,824
	Funds raised	$2,500,141	$5,000,282	$10,000,565
	Dilution	10%	10%	10%

Note : This table assumes:

No Options are exercised before the date of the issue of the Equity Securities.
The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4.
This table does not set out any dilution pursuant to ratification under Listing Rule 7.4.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

(e) The identity of the persons to whom Shares will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company’s allocation policy, which involves consideration of matters including, but not limited to:
(i) the purpose of the issue;
(ii) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlement offer, or a placement and an entitlement offer;
(iii) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;
(iv) the financial situation and solvency of the Company; and
(v) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The persons to whom Shares will be issued under the Additional 10% Placement Capacity have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company.

(f) The Company has previously issued or agreed to issue Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Meeting. A total of 188,395,124[2] Equity Securities were issued or agreed to be issued, which represents 8.56% of the total number of Equity Securities on issue at the commencement of that 12 month period. Set out in Annexure B is information in relation to each issue of Equity Securities under Listing Rule 7.1A in the 12 months preceding the date of the Meeting.
(g) The details of each of issue or agreement to issue Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Meeting are set out in Annexure B.
(h) the Company is not proposing to make an issue of Equity Securities under LR 7.1A but consider it good governance to include a voting exclusion statement in the Notice, which precludes any persons who may obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the Company) and their Associates from voting on this Resolution

2 The Company conducted a consolidation of its capital at a ratio of 15:1 which became effective on 20 May 2021. The number of Equity Securities issued was on a pre-consolidation basis.

GLOSSARY

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act. Additional 10% Placement Capacity has the meaning set out on page 10.

Annual Report means the annual report of the Company for the year ended 30 June 2021.

Approval Period has the meaning set out on page 11.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company’s auditor from time to time (if any).

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2021.

AWST means western standard time as recognised in Perth, Western Australia. Board means the Directors.

Chair or Chairman means the individual appointed under clause 5.7 of the Constitution.

Option means an option to acquire a Share. Performance Rights means the performance rights granted under the Plan. Plan has the meaning set out on page 8. Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2021.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 6.

Spill Resolution has the meaning set out on page 6.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Alta Zinc Limited ABN 63 078 510 988.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth). Directors means the directors of the Company.

Eligible Participant has the meaning given in the Plan.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Incentives has the meaning set out on page 8.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the ASX Listing Rules. Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

ANNEXURE A – Summary of the 2021 Employee Incentive Plan

The key features of the Plan are summarised below:

Eligible participants:	The following will be eligible to be granted Incentives under the Plan: • full and part time employees of any member of the Company group (wherever they reside), including any director of any member of the Company group who holds salaried employment or office in a group company; • any contractor (whether an individual or a company) who is eligible in accordance with the terms of the Plan; and • any other person has been declared by the Board to be an eligible participant for the purposes of the Plan. Further regulatory requirements for executive Directors or employees residing outside Australia may apply. Eligible participants may renounce any offer of Incentives under the Plan to specified nominees if such renunciation is approved by the Board.
Entitlement for Performance Rights:	Subject to the terms of the Plan, vesting and the satisfaction of any performance conditions, each Performance Right entitles the holder to receive one Share.
Exercise price for Performance Rights:	There is no consideration payable upon the grant or exercise of a Performance Right.
Entitlement for Options:	Subject to the terms of the Plan, vesting and the satisfaction of any performance conditions, each Option entitles the holder to acquire (whether by purchase or subscription) and be allotted one Share on the exercise of the Option.
Exercise price for Options:	There is no consideration payable upon the grant of an Option. The exercise price of an Option will be determined by the Board in its absolute discretion.
Vesting conditions:	The Board, at the time of the grant of an Incentive under the Plan, will determine what (if any) vesting conditions need to be satisfied before the Incentives may be exercised.
Vesting on change of control:	The Board has absolute discretion to determine that all or a portion of Incentives that remain subject to a vesting condition immediately vest and are received or become exercisable by the participant in the event that: • a takeover bid is made for the Company; • another corporate transaction is pursued (such as a scheme of arrangement, selective capital reduction etc) which results in the bidder acquiring voting power to more than 50% of the Company; or • the Board determines, acting in good faith and consistent with its fiduciary duties, that a person has obtained voting power which is sufficient to control the composition of the Board of the Company. Incentives will lapse on their expiry date.
Vesting in other circumstances:	The Board may permit a participant to exercise Incentives or have such Incentives vested, in other limited situations, such as where a resolution is passed approving the disposal of the Company’s main undertaking or on a winding up of the Company.
Expiry date:	The Board will set out in an invitation to participate in the Plan the date and times when any Incentives lapse.

Impact of cessation of employment:	Treatment of Incentives on cessation of employment: Cause Incentives which have not vested Incentives which have vested Termination for ill health or death Immediately lapse unless Board determines otherwise May be exercised (in the case of ill health) by the participant, or (in the case of death) by the participant’s personal representative, until the Incentive lapses Termination for cause (e.g. fraud, dishonesty, material breach of obligations) Immediately lapse Right to exercise is immediately suspended for 14 days. During this period, the Board may lift the suspension and allow the Incentives to be exercised for a period ending no later than the date the Incentive lapses. If the Board does not lift the suspension, the Incentives will immediately lapse at the end of the suspension period Termination by consent (e.g. resignation) Immediately lapse unless Board determines otherwise May be exercised until the Incentive lapses Redundancy, constructive dismissal, other termination by Company not dealt with above Immediately lapse unless Board determines otherwise May be exercised until the Incentive lapses
Exercise into acquirer shares:	Subject to the Listing Rules, the Plan provides flexibility for the Company to agree with any successful acquirer of the Company to an arrangement whereby Incentives will become exercisable or vest into shares of the successful acquirer or its parent in lieu of Shares. Any such exercise or vesting will be on substantially the same terms and subject to substantially the same conditions as the holder may exercise or vest Incentives to acquire Shares, but with appropriate adjustments to the number and kind of Shares subject to the Incentives, as well as to any exercise price.
Transferability:	Incentives are only transferable upon a takeover bid where the Incentives are transferred to the bidder, upon a scheme of arrangement where the Incentives are transferred to the acquirer, by force of law upon death of the Incentive holder or upon bankruptcy of the Incentive holder, or otherwise with the consent of the Board.
Right to participate in dividends:	Incentives will not entitle the holder to any dividends (or Shares or rights in lieu of dividends) declared or issued by the Company.
Adjustment for rights issues:	The exercise price of Incentives (if applicable) will be adjusted in the manner provided by the Listing Rules in the event of the Company conducting a rights issue prior to the exercise and lapse of the relevant Incentive.
Other rights to participate in bonus	If the Company completes a bonus issue during the term of an Incentive, the number of Shares the holder is then entitled to will be increased by the number of Shares which the holder would have been issued in respect of Incentives if

issues, reorganisations and new issues etc:	they were exercised (in the case of Options) or are vested and are received (in the case of Performance Rights) immediately prior to the record date for the bonus issue. In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Incentives to which the holder is entitled or the exercise price of the Incentives (if applicable), or both as appropriate, will be adjusted in the manner provided for in the Listing Rules. Subject to the terms of the Plan and as otherwise set out above, during the currency of the Incentives and prior to their exercise (in the case of Options) or vesting and receipt (in the case of Performance Rights), the holder is not entitled to participate in any new issue of securities of the Company as a result of their holding the Incentives.
Listing:	The Incentives will not be listed.
Board discretion:	The Board has power to determine the appropriate procedures for administration of the Plan in accordance with its terms. Notwithstanding the Board’s current policy, under the terms of the Plan, the Board has absolute discretion to determine the exercise price, the expiry date and vesting conditions of any grants made under the Plan, without the requirement for further Shareholder approval.
Limitation:	In accordance with ASIC Class Order 14/1000, the total Incentives that may be issued under the Plan will not exceed 5% of the total number of Shares on issue. In calculating this limit, Incentives issued to participants under the Plan other than in reliance upon this Class Order are discounted.

ANNEXURE B

Equity Securities issued by the Company under Listing Rule 7.1A2 during the 12 months preceding the Meeting

Date	Type of Equity Securities	Number issued	Summary of Terms	Recipient of Equity Securities (or basis on which they were identified or selected)	Issue Price and discount to market price on date of issue	Total cash consideration received, the amount of that cash that has been spent, what it was spent on, and what is the intended use for the remaining amount of that cash (if any)
31 March 2021	Shares	188,395,1243	Fully paid ordinary shares	Professional and sophisticated investors, all of who are unrelated parties of the Company. The placees were selected following a bookbuild process by Discovery Capital Partners and Foster Stockbroking, the Company’s joint lead managers in relation to the placement.	$0.005 (discount of 9.1% to the Company’s last close of $0.0055 per share prior to the date of issue)4	$941,975.62; all funds have been used to fund ongoing underground drilling at the Gorno Zinc Project, corporate costs and general working capital requirements.

3 The Company conducted a consolidation of its capital at a ratio of 15:1 which became effective on 20 May 2021. The number of Shares issued is on a pre-consolidated basis.

4 The Company conducted a consolidation of its capital at a ratio of 15:1 which became effective on 20 May 2021. The issue price and discount to market price on date of issue are on a preconsolidation basis.

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