APOLLO MINERALS LIMITED — Proxy Solicitation & Information Statement 2019

Jan 24, 2019

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NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Wednesday 6 March 2019 commencing at 10:00am (WST).

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 9322 6322.

Shareholders are urged to attend or vote by lodging the Proxy Form enclosed with the Notice.

APOLLO MINERALS LIMITED ACN 125 222 924

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of shareholders of Apollo Minerals Limited ( Company ) will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Wednesday 6 March 2019 commencing at 10:00am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday 4 March 2019 at 4:00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approval to Issue Incentive Options to a Director – Mr Hugo Schumann

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 10.11 and for all other purposes, Shareholders approve the issue of up to 1,500,000 Incentive Options to Mr Hugo Schumann (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Hugo Schumann (and/or his nominee) or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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2. Resolution 2 – Approval to Issue Incentive Options to a Director – Mr Robert Behets

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 10.11 and for all other purposes, Shareholders approve the issue of up to 200,000 Incentive Options to Mr Robert Behets (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Robert Behets (and/or his nominee) or an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

[lodged electronically without signature]

Dylan Browne Company Secretary

Dated: 25 January 2019

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APOLLO MINERALS LIMITED ACN 125 222 924

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Wednesday 6 March 2019 commencing at 10:00am (WST).

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

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Resolution 1 – Approval to Issue Incentive Options to a Director – Mr Hugo Schumann
Section 4:	Resolution 2 – Approval to Issue Incentive Options to a Director – Mr Robert Behets
Schedule 1:	Definitions
Schedule 2:	Terms and Conditions of Incentive Options

A Proxy Form is enclosed with the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is enclosed with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting in person.

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Shareholder; and

• (c) a Shareholder 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00am (WST) on Monday 4 March 2019, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

A vote on all Resolutions must not be cast:

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• (a) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

• (b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on these Resolutions, and:

• (a) the person is appointed as a proxy that specifies the way the proxy is to vote on these Resolutions; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on these Resolutions, but expressly authorises the Chairperson to exercise the proxy even if these Resolutions are connected with the remuneration of a member of the Key Management Personnel.

3. Resolution 1 – Approval to Issue Incentive Options to a Director – Mr Hugo Schumann

3.1 General

Resolution 1 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of up to 1,500,000 Incentive Options to Mr Schumann (and/or his nominee), as part of the long-term incentive component of his remuneration as Executive Director of the Company.

At the Company’s Annual General Meeting held on 22 November 2018, approval was obtained to issue 1,500,000 Incentive Options to Mr Schumann. The approval for the issue of these Incentive Options lapsed in December 2018 as per the ASX Listing Rules, and should not have been issued on 18 January 2019. The issue of Incentive Options pursuant to this Resolution 1 is to replace the 1,500,000 Incentive Options cancelled on 25 January 2019.

Mr Schumann was appointed an Executive Director of the Company on 2 May 2018.

Mr Schumann commenced his career as a management consultant before moving into the natural resources sector, initially as part of an investing team in London focused on early stage mining projects and then working in corporate development functions for a number of listed mining and energy companies.

He has over a decade of experience in the financing and development of mining and energy projects globally, including in French speaking countries. He holds an MBA from INSEAD in France, is a CFA Charterholder and holds a Bachelor of Business Science (Finance CA) from the University of Cape Town.

In the Company’s present circumstances, the Board considers that the grant of these Incentive Options to Mr Schumann is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Schumann and is consistent with the strategic goals and targets of the Company.

There are no specific performance criteria on the Incentive Options as, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of Mr Schumann and the performance and value of the Company are closely related. There are however time based vesting conditions attached to the Incentive Options.

As such, the Incentive Options granted will generally only be of benefit if Mr Schumann performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

The Incentive Options will be granted to Mr Schumann (and/or his nominee) on the terms and conditions in Schedule 2.

Resolution 1 is an ordinary resolution.

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The Chairperson intends to exercise all available proxies in favour of Resolution 1.

3.2 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

The effect of passing Resolution 1 will be to allow the Company to issue 1,500,000 Incentive Options to Mr Hugo Schumann (and/or his nominee) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with Listing Rule 7.2 Exception 14.

3.3 Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders:

• (a) the Incentive Options will be issued to Mr Hugo Schumann (and/or his nominee);

• (a) the maximum number of Incentive Options that will be issued to Mr Schumann pursuant to Resolution 1 is 1,500,000 Incentive Options;

• (b) the Incentive Options will be issued no later than 1 month after the date of the Meeting;

• (c) each Incentive Option will be granted for nil consideration;

• (d) 750,000 Incentive Options will have an exercise price of $0.28 and will be exercisable on or before 31 December 2021 (vesting 12 months from issue date), 750,000 Incentive Options will have an exercise price of $0.35 and will be exercisable on or before 31 December 2021 (vesting 24 months from issue date) and are otherwise subject to the terms and conditions in Schedule 2;

• (e) a voting exclusion statement is included in the Notice; and

• (f) as the Incentive Options are being issued for nil consideration, no funds are being raised from the issue.

3.4 Directors' Recommendation

The Directors (excluding Mr Hugo Schumann) unanimously recommend that Shareholders vote in favour of Resolution 1.

4. Resolution 2 – Approval to Issue Incentive Options to a Director – Mr Robert Behets

4.1 General

Resolution 2 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of up to 200,000 Incentive Options to Mr Behets (and/or his nominee), as part of the long-term incentive component of his remuneration as a key consultant and Non-Executive Director of the Company.

At the Company’s Annual General Meeting held on 22 November 2018, approval was obtained to issue 200,000 Incentive Options to Mr Behets. The approval for the issue of these Incentive Options lapsed in December 2018 as per the ASX Listing Rules, and should not have been issued on 18 January 2019. The issue of Incentive Options pursuant to this Resolution 2 is to replace the 200,000 Incentive Options cancelled on 25 January 2019.

Mr Behets was appointed a Non-Executive Director of the Company on 12 October 2016.

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Mr Behets is a geologist with over 28 years’ experience in the mineral exploration and mining industry in Australia and internationally. He has had extensive corporate and management experience and has been Director of a number of ASX-listed companies in the resources sector including Mantra Resources Limited ( Mantra ), Papillon Resources Limited, and Berkeley Energia Limited. Mr Behets was instrumental in the founding, growth and development of Mantra, an African-focused uranium company, through to its acquisition by ARMZ for approximately A$1 billion in 2011. Prior to Mantra, he held various senior management positions during a long career with WMC Resources Limited.

In the Company’s present circumstances, the Board considers that the grant of these Incentive Options to Mr Behets is a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of Mr Behets and is consistent with the strategic goals and targets of the Company.

There are no specific performance criteria on the Incentive Options as, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of Mr Behets and the performance and value of the Company are closely related. As such, the Incentive Options granted will generally only be of benefit if Mr Behets performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

The Incentive Options will be granted to Mr Behets (and/or his nominee) on the terms and conditions in Schedule 2 (not including the vesting conditions).

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

4.2 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

The effect of passing Resolution 2 will be to allow the Company to issue 200,000 Incentive Options to Mr Robert Behets (and/or his nominee) without using up the Company's 15% placement capacity under Listing Rule 7.1.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with Listing Rule 7.2 Exception 14.

4.3 Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders:

• (a) the Incentive Options will be issued to Mr Robert Behets (and/or his nominee);

• (b) the maximum number of Incentive Options that will be issued to Mr Behets pursuant to Resolution 2 is 200,000 Incentive Options;

• (c) the Incentive Options will be issued no later than 1 month after the date of the Meeting;

• (d) each Incentive Option will be granted for nil consideration;

• (e) 100,000 Incentive Options will have an exercise price of $0.28 and will be exercisable on or before 31 December 2021 (vesting immediately), 100,000 Incentive Options will have an exercise price of $0.35 and will be exercisable on or before 31 December 2021 (vesting immediately) and are otherwise subject to the terms and conditions in Schedule 2;

• (f) a voting exclusion statement is included in the Notice; and

• (g) as the Incentive Options are being issued for nil consideration, no funds are being raised from the issue.

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4.4 Directors' Recommendation

The Directors (excluding Mr Robert Behets) unanimously recommend that Shareholders vote in favour of Resolution 2.

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Schedule 1 - Definitions

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

$ means Australian Dollars.

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

Board means the board of Directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party means in relation to a member of a Key Management Personnel:

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

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

Company means Apollo Minerals Limited ACN 125 222 924.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice.

Incentive Options means the Options proposed to be issued to Mr Schumann and Mr Behets on the terms and conditions set out in Schedule 2.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given to that term in the introductory paragraph of the Notice.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form enclosed with the Notice.

Resolution means a resolution proposed pursuant to the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a registered holder of a Share.

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

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Schedule 2 – Terms and Conditions of Incentive Options

1. Entitlement

Each Incentive Option entitles the holder to subscribe for one Share in Apollo Minerals Limited (‘Apollo’ or ‘the Company’) upon exercise of each Incentive Option.

2.

Exercise Price and Expiry Date

The Exercise Price and Expiry Date of each Incentive Option is referred to in the below table.

Class	Exercise Price	Expiry Date	Vesting Date1
$0.28 Incentive Options	$0.28	31 December 2021	12 months from date of issue
$0.35 Incentive Options	$0.35	31 December 2021	24 months from date of issue

Note

• 1 Incentive Options will vest immediately for Mr Behets.

3. Exercise period

Each Incentive Option is exercisable at any time after issue and before the Expiry Date.

1. Notice of exercise

2. (a) The Incentive Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Incentive Option being exercised.

3. (b) Any notice of exercise of an Incentive Option received by the Company ( Notice of Exercise ) will be deemed to be a notice of the exercise of that Incentive Option as at the date of receipt.

4. (c) The Incentive Options must be exercised in minimum parcels of 50,000 Incentive Options, but the Board may, in its absolute discretion, accept a Notice of Exercise that does not comply with this item 4(c).

Shares issued on exercise

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

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of Incentive Options.

7. Timing of issue of Shares

After an Incentive Option is validly exercised, the Company must as soon as possible:

• (a) issue and allot the Share; and

• (b) do all such acts matters and things to obtain the grant of quotation for the Share on ASX no later than 5 business days after issuing the Share.

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8. Participation in new issues

There are no participation rights or entitlements inherent in Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of Incentive Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

9. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Incentive Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

10. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Incentive Option.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of Incentive Optionholders may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Quotation of Incentive Options

No application for quotation of Incentive Options will be made by the Company.

13.

Incentive Options transferable

Incentive Options are transferable provided that the transfer of Incentive Options complies with section 707(3) of the Corporations Act.

14.

Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on exercise of the Incentive Options with the appropriate remittance should be lodged at the Company's Registry.

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APOLLO MINERALS LIMITED ACN 125 222 924

P R O X Y F O R M

The Company Secretary Apollo Minerals Limited

By delivery: By post: by email By facsimile: Level 9, 28 The Esplanade PO Box Z5083 voting@apollominerals.com +61 8 9322 6558 PERTH WA 6000 PERTH WA 6831

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting. Further instructions are provided overleaf.

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/we being Shareholder/s of the Company hereby appoint:

The Chairperson  OR if you are NOT appointing the Chairperson as your proxy, please (mark box) write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairperson, as my/our proxy to act generally on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Apollo Minerals Limited to be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Wednesday 6 March 2019 commencing at 10:00am (WST) and at any adjournment or postponement of such meeting. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is [ ]% of the Shareholder's votes / [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Important – If the Chairperson is your proxy or is appointed your proxy by default

The Chairperson intends to vote all available proxies in favour of all Resolutions. If the Chairperson is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation these Resolutions, you will be expressly authorising the Chairperson to vote in accordance with the Chairperson's voting intentions these Resolutions even if these Resolution are connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

	For	Against	Abstain*
Resolution 1 Approval to Issue Incentive Options to a Director – Mr Hugo Schumann
Resolution 2 Approval to Issue Incentive Options to a Director – Mr Robert Behets

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

The Chairperson intends to vote all available and undirected proxies in favour of each Resolution.

Authorised signature/s

The section overleaf must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Sole Director and Sole Company Secretary _____ Contact Name	Shareholder 2 Director __________ Contact Daytime Telephone	Shareholder 3 Director/Company Secretary _______ Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received electronically by email or facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or email at voting@apollominerals.com or facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).