ANTARES METALS LIMITED — Proxy Solicitation & Information Statement 2021

Oct 25, 2021

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26 October 2021

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

Dear Shareholder

NickelSearch Limited (ASX:NIS) (Company) is convening an Annual General Meeting of shareholders to be held on Thursday, 25 November 2021 at 9:00am (WST) as a virtual meeting online (Meeting).

In accordance with amendments to the Corporations Act in August 2021, the Company will not be dispatching physical copies of the Notice of Annual General Meeting ( Notice ). Instead, a copy of the Notice is available at the following link https://nickelsearch.com/asx-announcements, and has also been lodged on the Australian Securities Exchange (ASX), and should be read in its entirety prior to voting.

VOTING IN PERSON

In light of the status of the evolving COVID-19 situation, the Directors have made a decision that Shareholders will not be able to physically attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge a directed proxy form prior to the Meeting.

VOTING BY PROXY

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

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

• each shareholder has a right to appoint a proxy;

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

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

Proxy Forms must be received by 9:00am (WST) on Tuesday, 23 November 2021.

Details on how to lodge your Proxy Form can be found in the enclosed Proxy Form.

Should you wish to discuss the matters in the Notice of Meeting, please contact the Company Secretary by telephone at +61 8 6245 2050.

Yours faithfully

Jessamyn Lyons COMPANY SECRETARY

NICKELSEARCH LIMITED | Suite 14, 92 Walters Drive, Osborne Park WA 6017 | ABN: 11 110 599 650 T +61 6184 4983 | E information@nickelsearch.com | W www.nickelsearch.com

NickelSearch Limited (ACN 110 599 650)

Notice of Annual General Meeting

To be held as a virtual meeting:

Notice is given that the annual general meeting of the Company ( Meeting ) will be held at:

Time 9:00am (AWST) Date Thursday, 25 November 2021

Place The Company is pleased to provide Shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform where Shareholders will be able to watch, listen and vote online.

Go to this link to register https://us06web.zoom.us/webinar/register/WN_ybZ8THdiQmuXWgIJnSW3vg

Details on how to access the virtual Meeting are set out in this Notice.

Important : This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser.

Notice of Annual General Meeting

Notice is given that the annual general meeting of NickelSearch Limited (ACN 110 599 650) ( Company ) will be held at 9:00am (AWST) on Thursday 25 November 2021 as a virtual meeting online.

A pre-registration link is at Registration Link for the purpose of transacting the business set out in this Notice.

Agenda

1 Annual Report

To table and consider the Annual Report of the Company for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report.

2 Resolution 1 – Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Annual Report for the financial year ended 30 June 2021."

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

Voting exclusion: In accordance with sections 250BD, 250R and 250V of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member, subject to the applicable exceptions described in this Notice.

3 Resolution 2 – Re-election of Director – Mr Norman Taylor

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

"That Mr Norman Taylor, who retires by rotation in accordance with Clause 7.2 (b) of the Constitution, Listing Rule 14.5 and for all other purposes, and, being eligible and offering himself for re-election, is re-elected as a Director as described in the Explanatory Statement."

4 Resolution 3 – Appointment of Nexia Brisbane Audit Pty Ltd as the Auditor

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

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"That, for the purposes of section 327B of the Corporations Act and for all other purposes, Nexia Brisbane Audit Pty Ltd, having been nominated by a Shareholder and having consented, is appointed as the Auditor."

Voting exclusions and exceptions

Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable).

Resolution	Exceptions	Exceptions
1	A person (voter) described in the voting prohibition may cast a vote on the Resolution as a
	proxy if	the vote is not cast on behalf of a person described in the voting exclusion and either:
	(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote
		on the Resolution; or
	(b)	the voter is the Chair and the appointment of the Chair as proxy:
		(i) does not specify the way the proxy is to vote on the Resolution; and
		(ii) 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.

Voting entitlements

The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 9:00am (AWST) on Tuesday, 23 November 2021. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting instructions

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.

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.

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Voting in person

In light of the status of the evolving COVID-19 situation, the Directors have made a decision that Shareholders will not be able to physically attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge a directed proxy form prior to the Meeting.

The Company is pleased to provide Shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform here: Registration Link . Shareholders will be able to watch, listen, and vote online.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 each resolution considered at the Meeting will be conducted by poll, rather than a show of hands.

VIRTUAL MEETING

Venue

If you wish to virtually attend the Meeting (which will be broadcast as a live webinar), you will be sent a Meeting ID & Shareholder ID in advance for the virtual Meeting after registering here: Registration Link

Shareholders will be able to vote and ask questions at the virtual Meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary at information@nickelsearch.com at least 48 hours before the Meeting.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Voting virtually

Shareholders who wish to vote virtually on the day of the Meeting will need to login to Registration Link .

All shareholders will have a reasonable opportunity to submit their vote live during the virtual Meeting.

Additionally, all shareholders will have the opportunity to submit any questions live during the virtual Meeting, including an opportunity to ask questions of the Company’s external auditor.

Shareholders who prefer to register questions in advance are invited to do so. Questions registered in advance must be submitted via email to information@nickelsearch.com at least 48 hours before the Meeting.

This will provide management with the best opportunity to provide any relevant information regarding shareholder questions for the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6245 2050 or at information@nickelsearch.com .

Document components

This document includes this Notice and the accompanying Explanatory Statement and Proxy Form and the nomination of the Auditor at

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Authorisation

By order of the Board.

Jessamyn Lyons Company Secretary

26 October 2021

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Explanatory Statement

This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions.

The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory Statement contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 1	COVID-19 impacts
Section 2	Annual Report
Section 3	Resolution 1 – Remuneration Report
Section 4	Resolution 2 – Re-election of Director – Mr Norman Taylor
Section 5	Resolution 3 – Appointment of Nexia Brisbane Audit as the Auditor
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Statement.

1 COVID-19 impacts

1.1 Access to Notice

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 this Notice and Explanatory Statement are being made available to Shareholders electronically (by email) and the Company will not be dispatching physical copies of this Notice unless specifically requested to do so. For shareholders the Company does not have a registered email address for, this Notice will be available for download from the Company’s website at www.nickelsearch.com and on the Company’s ASX announcements platform.

Should you wish to receive a hard copy of the Notice, please contact the Company Secretary by email at information@nickelsearch.com.

2 Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2021.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.nickelsearch.com;

• (b) ask questions about, or comment on, the management of the Company; and

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• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) 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,

may be submitted no later than 5 business days before the Meeting by email to the Company Secretary at information@nickelsearch.com.

3 Resolution 1 – Remuneration Report

3.1 Overview

Subsection 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

3.2 Voting consequences

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

3.3 Previous voting results

The Company did not hold a 2020 annual general meeting as it was converted to a public company in December of 2020 and was therefore not required to hold an annual general meeting prior to the conversion to a public company. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2022 annual general meeting this may result in the re-election of the Board.

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The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution. The Board encourages Shareholders to vote on the adoption of the Remuneration Report.

4 Resolution 2 – Re-election of Director – Mr Norman Taylor

4.1 General

Clause 7.2(b) of the Constitution requires that there is an election of Directors at each annual general meeting of the Company. If no person or Director is standing for election or re-election in accordance with any other Clause of the Constitution, Clause 7.2(b)(iv) provides that any director who wishes to may retire and stand for re-election.

Accordingly, Mr Taylor retires at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2.

If elected, Mr Taylor is not considered to be an independent Director, as Mr Taylor participates in an employee incentive scheme of the Company and is, and has been within the last 3 years, a substantial holder of the Company.

Resolution 2 is an ordinary resolution. The Board (other than Mr Taylor) recommends that Shareholders vote in favour of Resolution 2 for the following reasons:

• (a) Mr Taylor has the necessary level of experience which is relevant to an early stage exploration and development company in the resources sector. This includes extensive experience in roles at Price Waterhouse, The Bell Group Ltd, Normandy Mining Limited and Santos Limited, Mr Taylor has had senior roles in numerous corporate acquisitions (both on market and off market), capital raisings and corporate restructuring with experience gained in Australia, UK and the USA; and

• (b) Mr Taylor has been involved with the Company and its projects for several years and has been integral to its successful ASX listing and ongoing operations.

4.2 Mr Norman Taylor

Mr Taylor is an Accountant with over 30 years of experience in business development. Mr Taylor received his qualification at Price Waterhouse and throughout his career at The Bell Group Ltd, Normandy Mining Limited and Santos Limited. Mr Taylor has had senior roles in numerous corporate acquisitions (both on market and off market), capital raisings and corporate restructuring with experience gained in Australia, UK and USA. Mr Taylor founded his own corporate advisory business, with a focus on the resources industry providing advice on acquisitions, fundraisings and corporate strategy to a range of listed and unlisted companies before establishing a number of unlisted businesses, primarily resource-based companies.

Mr Taylor has not held any directorships with listed companies in the past 3 years.

5 Resolution 3 – Appointment of Nexia Brisbane Audit Pty Ltd as the Auditor

5.1 Overview

Under section 327B(1) of the Corporations Act, a public company is required to appoint an auditor at its first annual general meeting.

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In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Nexia Brisbane Audit Pty Ltd to be appointed as the Auditor, a copy of which is attached to this Notice as Attachment 1.

Nexia Brisbane Audit Pty Ltd has given its written consent to act as the Auditor in accordance with section 328A of the Corporations Act, subject to Shareholder approval of this Resolution. If approved, the appointment of Nexia Brisbane Audit Pty Ltd as the Auditor will take effect from the close of this Meeting.

5.2 Board recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

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Schedule 1 – Definitions

In the Notice, words importing the singular include the plural and vice versa.

Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2021.

ASIC means the Australian Securities and Investments Commission.

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

Auditor means Nexia Brisbane Audit Pty Ltd (ACN 115 261 722).

Auditor's Report means the auditor's report on the Financial Report.

AWST means Western Standard Time being the time in Perth, Western Australia.

Board means the board of Directors.

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 person appointed to chair the Meeting of the Company convened by the Notice.

Clause means a clause of the Constitution.

Closely Related Party means:

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

(b) has the meaning given in section 9 of the Corporations Act.

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Statement means the explanatory statement which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel has the meaning given in the accounting standards issued by the Australian Accounting Standards Board. It includes 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, the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

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Notice means this notice of annual general meeting.

Proxy Form means the proxy form attached to or accompanying the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

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

Shareholder means the holder of a Share.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

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Attachment 1 – Shareholder Nomination of Auditor

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