ANDEAN SILVER LIMITED — Proxy Solicitation & Information Statement 2022

Dec 22, 2022

MITRE MINING CORPORATION LTD

ACN 645 578 454 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am (AEDT) DATE : 30 January 2023 PLACE : Level 3, 480 Collins Street, Melbourne VIC 3000

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00 am (AEDT) on 28 January 2023.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR ACQUISITION

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 400,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 8,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 4,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT – CLINTON CAREY

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

" That, for the purpose of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,334 Shares to Mr Clinton Carey (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

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5. RESOLUTION 5 – APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT – PATRICK GOWANS

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

"That, for the purpose of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 333,333 Shares to Mr Patrick Gowans (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 23 December 2022

By order of the Board

==> picture [110 x 60] intentionally omitted <==

Adrien Wing Director and Company Secretary

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Voting Exclusion Statements

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

Resolution 1 – Approval to issue Shares in consideration for Acquisition	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Ridge Street) or an associate of that person (or those persons).
Resolution 2 – Approval to issue Placement Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Placement Participants) or an associate of that person (or those persons).
Resolution 3 – Approval to issue Broker Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Westar (or its nominee(s)) or an associate of that person (or those persons).
Resolution 4 – Approval of director participation in Placement – Clinton Carey	Mr Clinton Carey (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 5 – Approval of director participation in Placement – Patrick Gowans	Mr Patrick Gowans (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

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

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

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

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

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Shareholders and their proxies should be aware that:

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

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

Voting in person

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 3 9614 0600.

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EXPLANATORY STATEMENT

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

1. RESOLUTION 1 – APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR ACQUISITION

1.1 General

The Company has entered into an agreement ( Bellpark Acquisition Agreement ) with Ridge Street CTTR Pty Ltd (ACN 160 923 660) ATF The Ridge Street Trust ( Ridge Street ) pursuant to which the Company has agreed to issue 400,000 Shares ( Consideration Shares ) in consideration for the acquisition of Bellpark Minerals Pty Ltd (ACN 652 297 900) ( Bellpark )( Acquisition ) .

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

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

1.2

Bellpark Acquisition Agreement

A summary of the material terms of the Bellpark Acquisition Agreement is set out below:

• (a) Consideration: In consideration for the Acquisition, the Company has agreed, subject to shareholder approval, to issue the Consideration Shares to Ridge Street.

• (b) Conditions Precedent: The conditions precedent which must be satisfied (or waived) prior to the Company completing the Acquisition include:

• (i) the Company completing a capital raising of approximately $1,190,000 at $0.14 per share by way of a placement to professional, sophisticated and/or other exempt investors under section 708 of the Corporations Act 2001 (Cth); and

• (ii) the Company obtaining all necessary regulatory, shareholder and third party approvals in relation to the Acquisition, including Shareholder approval for the issue of the Consideration Shares for the purposes of ASX Listing Rule 7.1.

The Bellpark Acquisition Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations and warranties and confidentiality provisions).

1.3 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Consideration Shares. In addition, the issue of the Consideration Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Consideration Shares and the Acquisition.

Resolution 1 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consideration Shares.

1.4 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the Consideration Shares will be issued to Ridge Street CTTR Pty Ltd, as an unrelated party vendor;

• (b) the maximum number of Consideration Shares to be issued is 400,000. The Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Consideration Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Consideration Shares will occur on the same date;

• (d) the Consideration Shares will be issued at adeemed issue price of $0.14, in consideration for the acquisition of Bellpark;

• (e) the purpose of the issue of the Consideration Shares is to satisfy the Company’s obligations under the Bellpark Acquisition Agreement;

• (f) a summary of the material terms of the Bellpark Acquisition Agreement is set out in Section1.2; and

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

2. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT SHARES

2.1 General

The Company is proposing to issue up to 8,500,000 Shares at an issue price of $0.14 per Share to raise up to $1,190,000 ( Placement Shares ), by way of a placement ( Placement ) to professional, sophisticated and/or other exempt investors under section 708 of the Corporations Act ( Placement Participants ).

2.2

Lead Manager

The Company has entered into a mandate with Westar Capital Limited (AFSL 255 789) ( Westar ), under which Westar has agreed to act as lead manager to the Placement ( Westar Mandate ).

The material terms of the Westar Mandate are summarised below:

• (a) Fees: The Company has agreed to pay Westar the following fees:

• (i) a fee of 6% (excluding GST) on the gross amount raised by the issue of the Placement Shares; and

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• (ii) 4,500,000 Options (subject to Shareholder approval), comprising:

• (A) 2,250,000 Broker Options exercisable at $0.20; and

• (B) 2,250,000 Broker Options exercisable at $0.40,

• on or before that date that is 3 years from the date of issue ( Broker Options ).

If other brokers participate in the Placement, they will receive a capital raising fee of 4%, payable by Westar.

• (b) Conditions: The Westar Mandate is conditional on receipt of Shareholder approval for the issue of the Placement Shares (the subject of Resolution 2) and the Broker Options (the subject of Resolution 3).

• (c) Expenses: The Company agreed to reimburse Westar for all reasonable out-of-pocket expenses (excluding GST) directly related to the transaction (whether or not the Placement proceeds). Westar agreed to seek approval from the Company prior to incurring expenses in excess of $2,000.

• (d) Termination fee: In the event the Company or Westar terminates the Westar Mandate for cause, the Company agreed to:

• (i) reimburse Westar for any reasonable expenses up to the date of termination; and

• (ii) if the Westar Mandate is terminated prior to completion of the Placement, pay Westar a termination fee of $7,500 plus GST.

The Westar Mandate otherwise contains provisions considered standard for an agreement of its nature including representations, warranties and confidentiality provisions.

2.3 Listing Rules 7.1 and 7.2

As summarised in Section 1.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

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

2.4 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Shares. In addition, the issue of the Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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If Resolution 2 is not passed, the issue of the Placement Shares could still proceed but it would reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Shares.

2.5 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Placement Shares will be issued to professional and sophisticated investors who are clients of Westar. The Placement Participants will be identified through a bookbuild process, which will involve Westar seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

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

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

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

• (c) the maximum number of Placement Shares to be issued is 8,500,000. The Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Shares will occur on the same date;

• (e) the issue price of the Placement Shares will be $0.14 per Placement Share. The Company will not receive any other consideration for the issue of the Placement Shares;

• (f) the purpose of the issue of the Placement Shares is to:

• (i) raise capital, which the Company intends to apply towards expenditure on the Pilbara and Mount Alexander Projects following the Acquisition; and

• (ii) satisfy a condition precedent of the Bellpark Acquisition Agreement.

• (g) the Placement Shares are not being issued under an agreement; and

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

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2.6 Dilution

Assuming no Options are exercised, no convertible securities are converted or other Shares issued and the maximum number of Placement Shares are issued, the number of Shares on issue would increase from 34,200,000 (being the number of Shares on issue as at the date of this Notice) to 42,700,000 and the shareholding of existing Shareholders would be diluted by 19.91%.

3. RESOLUTION 3 – APPROVAL TO ISSUE BROKER OPTIONS

3.1 General

As summarised in Section 2.2, the Company has agreed to issue a total of 4,500,000 Broker Options to Westar (or its nominee/s) in part consideration for acting as lead manager to the Placement, comprising:

• (a) Class A: 2,250,000 Broker Options exercisable at $0.20; and

• (b) Class B: 2,250,000 Broker Options exercisable at $0.40,

on or before the date that is 3 years from the issue date.

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

As summarised in Section 1.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

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

3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Broker Options. In addition, the issue of the Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Broker Options and it will not satisfy the conditions for Westar to act as lead manager to the Placement pursuant to the Westar Mandate. Consequently, the Company will need to renegotiate the Westar Mandate or seek to engage another broker to act as lead manager to the Placement.

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

3.3 Technical information required by Listing Rule 7.1

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

• (a) the Broker Options will be issued to Westar;

• (b) the maximum number of Broker Options to be issued is 4,500,000. The terms and conditions of the Broker Options are set out in Schedule 1;

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• (c) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Broker Options will occur on the same date;

• (d) the Broker Options will be issued at a nil issue price, in consideration for lead manager services provided by Westar in connection with the Placement;

• (e) the purpose of the issue of the Broker Options is to satisfy the Company’s obligations under the Westar Mandate;

• (f) the Broker Options are being issued to Westar under the Westar Mandate. A summary of the material terms of the Westar Mandate is set out in Section 2.2.

• (g) the Broker Options are not being issued under, or to fund, a reverse takeover.

4. RESOLUTIONS 4 TO 5 – APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT

4.1 General

Directors, Mr Clinton Carey and Mr Patrick Gowans( Related Participants ) wish to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ).

Accordingly, Resolutions 4 to 5 seek Shareholder approval under and for the proposes of section 195(4) of the Corporations Act and Listing Rule 10.11 for the issue of up to an aggregate of 666,667 Shares, comprising:

• (a) 333,334 Shares to Mr Clinton Carey (or his nominee); and

• (b) 333,333 Shares to Mr Patrick Gowans (or his nominee),

as a result of the Participation on the terms set out below.

4.2 Chapter 2E of the Corporations Act

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

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

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

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

The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related Participants are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Clinton Carey who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 4 because the

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Shares will be issued to Mr Clinton Carey (or his nominee) on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

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

4.3 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a Director of a public company may not vote or be present during meetings of Directors when matters in which that Director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough Directors to form a quorum for a Directors meeting because of this restriction, one or more of the Directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that two of the three Directors comprising the Board have a material personal interest in the outcome of Resolutions 4 and 5. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 4 and 5 at Board level.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 4 and 5for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the arm’s length exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

4.4 Listing Rule 10.11

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

• 10.11.1 a related party;

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

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

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

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

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unless it obtains the approval of its shareholders.

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

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

4.5 Technical information required by Listing Rule 14.1A

If Resolutions 4 to 5 are passed, the Company will be able to proceed with the issue of the Shares under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 2.5(f)(i) above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

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

4.6 Technical Information required by Listing Rule 10.13

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

• (a) the Shares will be issued to Mr Clinton Carey and Mr Patrick Gowans (or their nominees), who fall within the category set out in Listing Rule 10.11.1 by virtue of being Directors;

• (b) the maximum number of Shares to be issued to Related Participants (or their nominees) is 666,667;

• (c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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

• (e) the issue price will be $0.14 per Share, being the same issue price as Shares issued to other participants in the Placement. The Company will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of Shares under the Participation is to:

• (i) raise capital, which the Company intends to apply towards expenditure on the Pilbara and Mount Alexander Projects following the Acquisition; and

• (ii) satisfy the condition precedent of the Bellpark Acquisition Agreement.

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• (g) the Shares to be issued under the Participation are not intended to remunerate or incentivise the Director;

• (h) the Shares are not being issued under an agreement; and

• (i) voting exclusion statements are included in Resolutions 4 to 5 of the Notice.

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GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given in Section 1.1.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

Broker Option means an Option with the terms and conditions set out in Schedule 1.

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

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Mitre Mining Corporation Ltd (ACN 645 578 454).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

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Listing Rules means the Listing Rules of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement has the meaning given in Section 2.1.

Placement Participants has the meaning given in Section 2.1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Ridge Street means Ridge Street CTTR Pty Ltd (ACN 160 923 660) ATF The Ridge Street Trust.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Westar means Westar Capital Limited (AFSL 255 789).

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF 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:

• (i) Class A : $0.20 per Option; and

• (ii) Class B : $0.40 per Option,

(each, an Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is 3 years from the date of issue ( 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

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20221220_MMC NOM (General Meeting).doc

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

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)

Shares issued on exercise

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

(i)

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j)

Participation in new issues

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

(k)

Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l)

Transferability

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

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20221220_MMC NOM (General Meeting).doc

MITRE MINING CORPORATION LTD | ACN 645 578 454

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

Holder Number:

Your proxy voting instruction must be received by 10.00am (AEDT) on Saturday, 28 January 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

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

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log

insah

or scan the QR code below using your smartphone

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

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BY MAIL:

Automic

GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street Sydney NSW 2000

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

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

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

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

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

CORPORATE REPRESENTATIVES

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

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of BIR Financial Limited, to be held at 10.00am (AEDT) on Monday, 30 January 2023 at Level 3, 480 Collins Street, Melbourne VIC 3000 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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STEP 2 – Your voting direction

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Resolutions
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1. APPROVAL TO ISSUE SHARES IN CONSIDERATION FOR ACQUISITION

2. APPROVAL TO ISSUE PLACEMENT SHARES

3. APPROVAL TO ISSUE BROKER OPTIONS

4. APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT – CLINTON CAREY

5. APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT – PATRICK GOWANS

For Against Abstain

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STEP 3 – Signatures and contact details

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