ARCHER MATERIALS LIMITED — Proxy Solicitation & Information Statement 2021

Jul 29, 2021

Corporate General Meeting

Archer Materials Limited (ACN: 123 993 233) Lot Fourteen, Frome Road, Adelaide SA 5000

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30 July 2021

Archer Materials Limited - Upcoming General Meeting

Archer Materials Limited (“Archer”, the “Company”) (ASX: AXE ) advises that a General Meeting of Archer shareholders ( Shareholders ) will be held at 10:00am (Adelaide time) on Monday, 30 August at the offices of Grant Thornton Australia Limited, Level 3, 170 Frome Road, Adelaide SA (the Meeting ).

Attending the Meeting

The Archer board has decided to hold a physical Meeting. For the health and safety of all attendees, we will be observing social distancing and any other government requirements that apply based on the COVID-19 situation prevailing at the time.

Shareholders who plan to attend the Meeting should be mindful of government warnings and advice and monitor the Company’s website for any updates about the Meeting, including a possible change of Meeting location. As we have seen recently, the situation can change rapidly.

Notice of Meeting, proxy forms and submitting questions

Following the Australian Securities and Investments Commission’s ‘no action’ position announced on 29 March 2021 via Media Release 21-061, the Company is not sending hard copies of the Notice of the General Meeting ( Notice ) to shareholders. Instead, a copy of the Notice has been released as an ASX announcement and can be viewed on our website at: www.archerx.com.au .

If you have elected to receive notices from the Company electronically, then your personalised proxy form will be emailed to you. For other Shareholders, a copy of your personalised proxy form will be sent to you by mail enclosed with this letter.

You are strongly encouraged to vote by lodging a directed proxy appointing the Chairperson before 10:00am (Adelaide time) on 28 August 2021. Proxies can be lodged by following the instructions on the personalised proxy form. Shareholders who attend the Meeting and have not lodged their proxy form before the Meeting will be provided with an opportunity to participate and vote at the Meeting.

We encourage Shareholders to lodge questions in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting. Questions can be submitted by emailing hello@archerx.com.au by 5.00pm (Adelaide time) on Friday, 27 August 2021. As many of the most frequently raised questions as possible will be covered during the Meeting. In addition, Shareholders attending the Meeting will also be able to ask questions during the Meeting.

Please contact Damien Connor, the Company Secretary, at hello@archerx.com.au or (08) 8272 3288 if you have any queries about your proxy form, the Meeting or Notice.

NOTICE OF GENERAL MEETING

Archer Materials Limited (ACN 123 993 233)

A General Meeting of the shareholders of Archer Materials Limited will be held:

Date: Monday, 30 August 2021 Time: 10:00am (Adelaide time)

Venue: Offices of Grant Thornton Australia Limited Level 3, 170 Frome Street Adelaide, South Australia

Table of Contents
Shareholder Letter..................................................................................................................... 1
Notice of General Meeting......................................................................................................... 2
Notes........................................................................................................................................... 3
Explanatory Memorandum........................................................................................................ 5
1. Notice of Meeting and other information............................................................................... 5
Summary of the Transaction...................................................................................................... 8
2. The Mineral Exploration Business and Transaction key terms............................................. 8
Resolution 1.............................................................................................................................. 13
3. Listing Rule 11.2 and approval of the Resolution................................................................. 13
4. Reasons for the sale of the Mineral Exploration Business................................................... 14
5. The Company business after the Transaction....................................................................... 15
6. Directors' interest and recommendation.............................................................................. 19
Resolution 2.............................................................................................................................. 20
7. Passing of Resolution 1............................................................................................................ 20
8. Corporations Act requirements............................................................................................. 20
9. Details of the In-Specie Distribution...................................................................................... 21
10. About iTech........................................................................................................................... 26
11. The iTech IPO....................................................................................................................... 37
12. Advantages and disadvantages of the In-Specie Distribution......................................... 38
13. Taxation................................................................................................................................. 38
14. Regulatory information....................................................................................................... 41
15. Definitions............................................................................................................................. 45
Schedule 1 List of tenements...................................................................................................... 48
Schedule 2 Financial Information of Archer Materials Limited .................................................... 49
Schedule 3 Financial Information of iTech Minerals Ltd ............................................................... 50

Archer Materials Limited (ACN: 123 993 233)

Shareholder Letter

Dear Shareholder

General Meeting of Members

A General Meeting of Archer shareholders ( Shareholders )is scheduled to be held at 10:00am (Adelaide time) on Monday, 30 August 2021 at the Offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia (the Meeting ).

The purpose of the Meeting is to seek Shareholder approval for:

• the sale of the Company’s Mineral Exploration Business to iTech Minerals Ltd for 50 million iTech Shares (Resolution 1); and

• the Company to reduce its share capital by way of a pro-rata in-specie distribution of all of the 50 million iTech Shares to Shareholders (Resolution 2).

For the last three years, the Company has been operating two parallel businesses; the Advanced Materials Business and the Mineral Exploration Business. The Advanced Materials Business comprises the[12] CQ quantum computer chip project and the A1 biochip project. The Advanced Materials Business has been very successful and is responsible for much of the Company’s recent share price gains and increased investor interest in the Company.

As a result of the success of the Advanced Materials Business, on 12 April 2021, the Archer Board announced the sale of the Mineral Exploration Business to iTech for 50 million iTech Shares. iTech intends to lodge a prospectus with ASIC and list on the ASX sometime within the next 2-3 months.

Resolution 2 (In-Specie Distribution) is conditional on Shareholder approval of Resolution 1 (Sale of the Mineral Exploration Business). If Resolution 1 is not approved, then the Company will not receive the 50 million iTech Shares, and Resolution2 will be withdrawn.

After considering the advantages and disadvantages of Resolutions 1 & 2, the Archer Board unanimously believes that the sale of the Mineral Exploration Business and the In-Specie Distribution is in the best interests of Shareholders.

Each Shareholder’s vote is important and I encourage all Shareholders to carefully read this Notice of Meeting (including the Explanatory Memorandum) before deciding on how to vote at the Meeting.

Archer is looking forward to returning to a standard physical meeting format for the Meeting. For the health and safety of all attendees, Archer will be observing social distancing and any other government requirements that apply based on the COVID-19 situation prevailing at the time. Other restrictions and preventive measures may also be imposed on attendance if necessary, including limiting or refusing entry to visitors and other attendees. Accordingly, all Shareholders are encouraged to submit written questions before the Meeting and lodge a direct vote or directed proxy, even if they plan to attend the Meeting.

Yours Sincerely

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Greg English Executive Chairman

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Archer Materials Limited (ACN: 123 993 233)

Notice of General Meeting

Notice is given that a General Meeting of Archer Materials Limited ( Company ) Shareholders will be held at 10:00am (Adelaide time) on Monday, 30 August 2021 at the Offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide SA 5000.

The business to be considered at the Meeting is set out below and in the attached Explanatory Memorandum, which should be read in conjunction with this Notice.

Resolution 1: Approval for the Sale of the Mineral Exploration Business

That, for the purpose of Listing Rule 11.2 and all other purposes, approval is given for the sale of all of the shares in SA Exploration Pty Ltd, Archer Pastoral Company Pty Ltd and Pirie Resources Pty Ltd (each company being a wholly-owned subsidiary of the Company) to iTech Minerals Ltd (ACN 648 219 050), on the terms and conditions set out in the Explanatory Memorandum.

Voting exclusion statement applicable to Resolution 1

The Company will disregard any votes cast in favour of Resolution 1 by, or on behalf of, iTech Minerals Ltd (ACN 648 219 050) ( iTech ) and any other person who will obtain a material benefit as a result of the Transaction (except a benefit solely by reason of being a holder of Shares in the Company), together with any of their respective Associates. However, the Company need not disregard a vote if it is cast in favour of a resolution by:

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

• (b) the person chairing the Meeting as a proxy for the 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.

Resolution 2: Approval for a reduction of capital and pro-rata In-Specie Distribution of iTech Shares

That, subject to Shareholder approval of Resolution 1 and Completion occurring, for the purposes of sections 256B and 256C of the Corporations Act and all other purposes, approval is given for the Company to reduce its share capital by returning a total amount equal to the value of the iTech Consideration Shares to be received by the Company (as determined by the Directors) to Eligible Shareholders, to be effected through the distribution of 50 million iTech Shares to those Shareholders in proportion to the number of Shares held by each Eligible Shareholder at the Record Date, in accordance with the Company’s constitution and on the terms and conditions set out in the Explanatory Memorandum.

Voting exclusion statement applicable to Resolution 2

There are no voting exclusions for Resolution 2.

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Archer Materials Limited (ACN: 123 993 233)

Chairman’s voting intention

The Chairman intends to vote undirected proxies on, and in favour of, both resolutions. If there is a change to how the Chairman intends to vote undirected proxies, then the Company will make an announcement to the market.

Notes

The accompanying Explanatory Memorandum forms part of this Notice of General Meeting and should be read in conjunction. Unless the context otherwise requires, terms defined in the Explanatory Memorandum have the same meanings when used in this Notice of General Meeting.

Responsibility Statement

iTech has prepared, and is solely responsible for, the iTech Information. To the maximum extent permitted by law, Archer and its Related Body Corporates and their respective directors, officers, employees and advisors, do not assume any responsibility for the accuracy or completeness of the iTech Information and expressly disclaim any liability in respect of the same.

Archer has prepared, and is solely responsible for, the Archer Information. To the maximum extent permitted by law, iTech and its Related Body Corporates and their respective directors, officers, employees and advisors, do not assume any responsibility for the accuracy or completeness of the Archer Information and expressly disclaim any liability in respect of the same.

Voting Entitlement

The Board has determined under regulation 7.11.37 Corporations Regulations that only registered holders of Shares as at 7:00pm (Sydney time) on Saturday, 28 August 2021 are entitled to attend and vote at the Meeting.

Shareholder questions

Shareholders are encouraged to lodge questions in advance of the Meeting by emailing questions to hello@archerx.com.au by 5.00pm (Adelaide time) on Friday, 27 August 2021. As many of the most frequently raised questions as possible will be covered during the Meeting and in the Chairman’s address, which will be lodged on the ASX before the Meeting.

Proxies

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy or proxies to attend or vote on the Shareholder's behalf. A proxy need not be a Shareholder.

A Shareholder entitled to cast two or more votes may appoint up to two proxies and specify the proportion of votes that each proxy may exercise. If the appointment does not specify the proportion, then each proxy may exercise half of the votes able to be cast by the appointing Shareholder.

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Archer Materials Limited (ACN: 123 993 233)

Shareholders wishing to appoint a proxy should follow the instructions on the proxy form included with this Notice, and to be effective, the Company must receive the completed proxy form by no later than 10.00 am (Adelaide time) on Saturday, 28 August 2021 by:

Online: Enter the control number, SRN/HIN and postcode shown on the first page of the proxy form at www.investorvote.com.au

Mail: Archer Materials Limited C/- Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia; or

Fax: Archer Materials Limited C/- Computershare Investor Services Pty Limited (within Australia) 1800 783 447 (outside Australia) +613 9473 2555.

Custodian Custodian Voting is available for Intermediary Online subscribers only Voting: (Custodians) by visiting www.intermediaryonline.com to submit your voting intentions.

Corporate Representatives

A Shareholder that is a body corporate may appoint a representative (Corporate Representative) to attend in accordance with the Corporations Act.

Corporate Representatives or Shareholders with queries on how to complete the Proxy Form should contact the Company Secretary on (08) 8272 3288 during business hours.

By order of the Board

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Damien Connor Company Secretary 30 July 2021

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Archer Materials Limited (ACN: 123 993 233)

Explanatory Memorandum

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

Resolutions 1 and 2 are Ordinary Resolutions. Ordinary Resolutions require a simple majority of votes cast by Shareholders entitled to vote on the resolution.

1. Notice of Meeting and other information

1.1 Purpose of the Meeting

At the Meeting, the Company is seeking Shareholder approval for:

• (a) Resolution 1 - the sale of the Mineral Exploration Business to iTech Minerals Ltd (Transaction).

• (b) Resolution 2- capital reduction to be effected by way of an in-specie distribution to Shareholders of all of the iTech Consideration Shares held by the Company on a prorata basis (In-Specie Distribution).

1.2 Purpose of this document

The primary purpose of this document is to:

• (a) explain the terms of the proposed Transaction and In-Specie Distribution;

• (b) describe how the Transaction and In-Specie Distribution will be implemented (if approved); and

• (c) to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve the Resolutions required to affect the Transaction and the In-Specie Distribution.

1.3 ASIC and ASX

This Notice of Meeting and Explanatory Memorandum has been lodged with ASIC and ASX. Neither ASIC, ASX, nor any of their respective officers take any responsibility for the contents of this document.

1.4 Other legal requirements

Under applicable ASIC guidelines, the invitation to Shareholders to vote on Resolution 2 constitutes an "offer" to transfer iTech Consideration Shares to Shareholders according to the In-Specie Distribution under Chapter 6D of the Corporations Act and requires a prospectus to be provided, unless an exemption applies or ASIC provides relief.

The Company has obtained relief from ASIC from Chapter 6D of the Corporations Act to enable the Company to undertake the In-Specie Distribution to Shareholders without complying with the offer disclosure provisions set out in that Chapter. Further, the Company has also obtained relief from ASIC from the secondary sale provisions of the Corporations Act to allow Shareholders to on-sell the iTech Shares transferred under the In-Specie Distribution within 12 months of receiving them.

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Archer Materials Limited (ACN: 123 993 233)

As such, no prospectus is required to be prepared and lodged by the Company regarding the In-Specie Distribution. In accordance with the relief, the Company confirms this Notice is in substantially the same form as the draft Notice provided to ASIC on 22 July 2021.

1.5 Forward looking statements

Some of the statements appearing in this document may be in the nature of forward looking statements. The words 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'could', 'may', 'target', 'plan', 'consider', 'foresee', 'aim', 'will' and similar expressions are intended to identify forward-looking statements. Indications of guidance on future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward looking statements.

Such statements are only predictions and are subject to inherent risks and uncertainties, many of which are outside the Company's control. Those risks and uncertainties include factors and risks specific to the Company and iTech such as (without limitation) the status of exploration and mining applications and licences and the risks associated with the nongrant or expiry of those applications and approvals, liquidity risk, risks related to the exploration or developmental stage of projects, funding risks, operational risks, changes to Government fiscal, monetary and regulatory policies, the impact of actions of Governments, the potential difficulties in enforcing agreements, protecting assets, increases in costs of transportation and shipping of international operations, alterations to resource estimates and the imprecise nature of resource and reserve statements, any circumstances adversely affecting areas in which the Company operates, fluctuations in the production, volume and price of commodities, any imposition of significant obligations under environmental regulations, fluctuations in exchange rates, the fluctuating industry and commodity cycles, the impact of inflation on operating and development costs, taxation, regulatory issues and changes in law and accounting policies, the adverse impact of wars, terrorism, political, economic or natural disasters, the result of changes to interest rates, loss of key personnel and delays in obtaining or inability to obtain any necessary Government and regulatory approvals, insurance and occupational health and safety. For more information on the risk factors facing iTech, please refer to section 10.5.

Actual events or results may differ materially from the events or results expressed or implied in any forward-looking statement, and such deviations are both standard and expected.

Neither the Company, iTech, nor any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking information. Shareholders are cautioned not to place undue reliance on those statements.

The forward-looking statements in this document reflect views held only as of the date of this document.

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Archer Materials Limited (ACN: 123 993 233)

1.6 No financial product advice

This document does not constitute financial product, taxation or investment advice, or a recommendation regarding the iTech Shares to be distributed to Eligible Shareholders under the In-Specie Distribution. It has been prepared without considering the objectives, financial situation or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information regarding their objectives, financial situation, and needs and seek legal, taxation, and financial advice appropriate to their circumstances.

Neither the Company nor iTech is licensed to provide financial product advice. No coolingoff regime applies in respect of the acquisition of iTech Shares under the In-Specie Distribution.

1.7 No internet site is part of this document

No internet site is part of this Notice of Meeting and Explanatory Memorandum. The Company maintains an internet site (www.archerx.com.au). Any reference in this document to this internet site is a textual reference only and does not form part of this document.

1.8 Competent Person Statement

The information in this Notice that relates to:

• (a) the graphite Mineral Resource in section 2.3(b)(iii) and the production target in section 2.3(b)(v) were reported in an ASX announcement dated 19 September 2016 and titled Scoping Study indicates SA Graphite Project is economically robust and low technical risk ( Scoping Study ); and

• (b) the Franklyn Project Exploration Target in section 2.3(a)(iii) were reported in an ASX announcement dated 7 November 2019 and titled Franklyn Halloysite-Kaolin Exploration Target ( Franklyn Report ).

The Company confirms that it is not aware of any new information or data that materially affects the aforementioned market announcements and that all material assumptions and technical parameters underpinning the estimates contained in the Scoping Study and Franklyn Report continue to apply and have not materially changed.

The information in this Notice that relates to Exploration Results is based on, and fairly represents, information and supporting documentation compiled by Mr Wade Bollenhagen, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy and a full-time employee of Archer Materials Limited.

Mr Bollenhagen has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Bollenhagen has consented to the inclusion in this Explanatory Memorandum of the matters said to be based on information compiled by him, in the form and context in which they appear.

The Company is not aware of any new information or data that materially affects the information included in this Notice.

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Archer Materials Limited (ACN: 123 993 233)

Summary of the Transaction

2. The Mineral Exploration Business and Transaction key terms

• 2.1 History

The Company listed on ASX in August 2007 as a mineral exploration company with tenements in South Australia. Since ASX listing, the Company has acquired and sold numerous tenements and has actively explored its tenements. The Company successfully discovered a graphite deposit on the Eyre Peninsula, and in late 2017 received the Campoona graphite mining lease grant.

Test work conducted by the Company showed that graphene could be produced from Campoona graphite. In late 2017, the Company announced the acquisition of the Carbon Allotropes online graphene marketplace and appointed Dr Mohammad Choucair as Chief Executive Officer. Since 2018, the Company has been operating two separate business units:

• (a) Advanced Materials Business: focussed on the building of the[12] CQ quantum computer chip and A1 biochip; and

• (b) Mineral Exploration Business: involving the active exploration of the Company's mineral tenements.

2.2 Company strategy

The Company has a history of selling its mineral tenements and non-core assets to pay for the Company's corporate activities. For example:

• (a) In 2012 the Company sold the West Roxby Project tenements to BHP for $8 million;

• (b) Completion of the sale of the Leigh Creek Magnesite Project for $2.89 million in 2020; and

• (c) The recent sale of two Eyre Peninsula tenements to NextGen Materials Ltd (formerly Baudin Minerals Pty Ltd) for $2.0 million plus a 2% nett smelter return royalty plus a bonus payment equal to 5% of the enterprise value of NextGen. This transaction was announced on 22 December 2020.

The sale of the Mineral Exploration Business to iTech is consistent with the Company's strategy of selling tenements and non-core assets to fund the Company's activities.

2.3 The Mineral Exploration Business

The wholly-owned subsidiaries of the Company which conduct the Mineral Exploration Business are SA Exploration Pty Ltd ( SAEX ), Pirie Resources Pty Ltd ( Pirie ), and Archer Pastoral Company Pty Ltd ( APPL ).

A complete list of the tenements that comprise the Mineral Exploration Business can be found in Schedule 1 (the Tenements ).

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Archer Materials Limited (ACN: 123 993 233)

The Tenements comprising the Mineral Exploration Business are segregated into three distinct regions, namely Eyre Peninsula, Nackara Arc and NSW and are further described below (together the Projects ):

Eyre Peninsula (South Australia)	Nackara Arc (South Australia)	Crowie Creek / Stanthorpe (NSW)
Five mineral exploration licenses, one mining lease and two miscellaneous purpose leases.	Nine mineral exploration licenses and four exploration license applications.	Two mineral exploration licenses.
Prospective for halloysite- kaolinite, graphite and epithermal copper-gold.	Prospective for halloysite- kaolinite, porphyry copper-gold, Telfer style gold	Prospective for polymetallic mineralisation and tungsten - tin

The Projects are prospective for the minerals described below. Project highlights include:

• (a) Halloysite-Kaolinite Projects

• (i) Two SA based projects conveniently close to essential infrastructure.

• (ii) Demonstrated potential for high purity halloysite-kaolinite resources across 4,800km[2] of exploration tenure.

• (iii) Exploration target of 45-91 Mt at 30-36% Al2O3 (<45m) at Franklyn Project. The potential quantity and grade of the Exploration Target is conceptual in nature and is, therefore, an approximation. There has been insufficient exploration drilling to estimate a Mineral Resource, and it is uncertain if further exploration will result in the estimation of a Mineral Resource.

• (iv) The Eyre Peninsula Project has over six high purity kaolin prospects demonstrated from historical drilling and analysis.

• (v) Excellent technical parameters of halloysite-kaolin material demonstrated

• (vi) Good potential for multiple high-value end uses, e.g., HPA feedstock, ceramics, nanotechnology.

• (vii) The skilled technical team in place to deliver resources and offtake agreements post listing

• (b) Graphite

• (i) The Eyre Peninsula Graphite Project is located on the Eyre Peninsula in South Australia.

• (ii) The Graphite Project comprises the Campoona Shaft, Campoona Central and the Wilclo South Mineral Resources.

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Archer Materials Limited (ACN: 123 993 233)

• (iii) Global Mineral Resource of 8.55 million tonnes at 9.0% TGC (5% TGC lower cut-off) across three deposits on the Eyre Peninsula, SA.

• (iv) A mining lease has been granted for the Campoona Shaft Graphite Project to mine and process graphite.

• (v) A Scoping Study undertaken by Archer and lodged with ASX on 19 September 2016 identified graphite concentrate production from the Graphite Project is estimated to be 11,592 tonnes per annum, increasing to 16,632 tonnes per annum over a 17-year mine life.

(c) Copper-Gold

• (i) Copper-gold porphyry mineralisation in the Nackara Arc Project, similar to the Stavely Cu-Au Project in Victoria (Stavely Minerals, ASX: SVY, https://www.stavely.com.au/stavely-project). Both projects are hosted within a Cu-Au porphyry permissive tract as defined by the United States Geological Survey, with Cu-Au mineralisation associated with Delamerian granites.

• (ii) Billa Kalina Iron-oxide-Copper-Gold Project adjacent to Oz Minerals (ASX: OZM) Prominent Hill Iron-oxide Copper Gold Deposit. The tenement covers approximately 70km of ground adjacent to the Bulgunnia Shear Zone, a feature identified as being a strong influence on the location of the Prominent Hill IOCG Deposit. Preliminary assessment of the regional geophysics has identified a number of high priority IOCG targets.

(d) Gold

• (i) The Eyre Peninsula Gold Project, in the southern Gawler Craton, includes the Bartels Epithermal Gold Project, and the Nackara Arc Gold Project in eastern South Australia includes the Wonna, Watervale, Hennigs, Hill Grange and Altimeter gold prospects.

• (ii) The Nackara Arc Gold Project has potential for Intrusion Related Gold Systems (IRGS), similar to the 10 million ounce Telfer Gold Deposit in Western Australia. The Bartels Epithermal Gold Project on the Eyre Peninsula is prospective for epithermal style gold and silver mineralisation. It is most likely part of the Peterlumbo mineral field, which hosts the Paris Silver Deposit.

• (iii) The Nackara Arc Gold Project contains numerous historical gold workings of greater than 15 grams per tonne within narrow high-grade vein systems. At Hennings Gold Prospect, Nobelex Ltd drilled 1m @ 1.95g/t (from 7m) and 2m @1.8g/t (from 31m) within a sequence of mineralised rocks grading 29m @ 0.35g/t Au (from 5m).

• (iv) Five drill holes have been drilled within the Bartels Epithermal Gold Project area. Gold at 0.57 grams per tonne has been intersected over 29 metres in one drillhole, from 79 metres beneath the surface.

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Archer Materials Limited (ACN: 123 993 233)

• (e) Tin-Tungsten and Polymetallic Projects

• (i) The Crowie Creek Project in the South Cobar Basin is prospective for various minerals, including copper, gold, lead, zinc, and silver.

• (ii) Significant discoveries in the Nymagee region, including Dominion, Hera, and Federation, have produced copper, gold, lead, zinc and silver from sediment hosted polymetallic Cobar Basin style deposits.

• (iii) The project exists within the same geological province and occupies a similar position relative to the Rookery Fault, located 40-60 km to the north.

• (iv) The Stanthorpe Project in northern NSW is part of the southern New England Orogen and is prospective for gold, tin and tungsten.

• (v) Tin, tungsten and molybdenum occurrences occur across the tenement, hosted within quartz veins of the Ruby Creek Granite. Historically, tin has been mined from placer deposits within the tenement at numerous locations.

• (vi) The project's proximity to the Timbarra Gold Deposit, approximately 40km to the SW, and the prevalence of this style across the provenance indicate the prospectivity of the Stanthorpe Projects.

For further details on the Company's Mineral Exploration Business, please refer to the Company's previous ASX announcements available from the Company's ASX announcements platform and website (www.archerx.com.au).

2.4 The Transaction

As described in section 2.3 above, the Mineral Exploration Business is conducted by SAEX, Pirie and APPL, and these companies hold the Tenements.

On 12 April 2021, the Company and iTech entered into a share sale agreement for the sale and purchase of the Mineral Exploration Business ( Sale Agreement ). Under the Sale Agreement, the Company has agreed to sell to iTech all of the shares of SAEX, Pirie and APPL. The purchase price payable by iTech is the issue of 50 million fully paid ordinary iTech Shares ( iTech Consideration Shares ).

The completion of the sale and purchase of the Mineral Exploration Business ( Completion ) is subject to and conditional upon the satisfaction or waiver of the conditions precedent ( Conditions ) described in section 2.5. After Completion, iTech will own 100% of each of SAEX, APPL and Pirie.

2.5 Sale Agreement – Conditions

Completion of the sale and purchase of all of the shares in SAEX, Pirie and APPL is subject to the satisfaction or waiver of the Conditions by 30 September 2021 ( Cut-Off Time ). The Conditions are:

• (a) iTech, having lodged a prospectus for the iTech IPO with ASIC, the issue and allotment of iTech Shares to applicants under the IPO and iTech being admitted to the Official List (subject only to the standard conditions customarily imposed by the ASX).

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Archer Materials Limited (ACN: 123 993 233)

• (b) Shareholders approving the Transaction for the purpose of ASX Listing Rule 11.2 (Resolution 1) and the In-Specie Distribution of the iTech Consideration Shares to Shareholders (Resolution 2).

• (c) iTech having obtained the consent of the relevant NSW Government Minister to the change in effective control of SAEX according to the terms of the NSW Tenements, either unconditionally or on satisfactory conditions to the Buyer and the Seller acting reasonably.

• (d) Archer having received a private tax ruling from the Australian Tax Office confirming the Demerger Relief on terms that are acceptable to the Company (refer to section 13.2).

• (e) The Company has received written evidence, to the satisfaction of the Company (acting reasonably), from the ASX that the iTech Consideration Shares need not be "restricted securities" (as that term is defined in the ASX Listing Rules) or that the ASX has granted a waiver from such requirements and which waiver is either unconditional or subject only to such conditions as are acceptable to the Seller.

• (f) Until Completion, the Company has agreed, at its own cost, to maintain the Tenements in full force and to keep the Tenements in good standing (including paying all rents and outgoings).

• 2.6 Sale Agreement – other key terms

Unless iTech has consented in writing (which consent must not be unreasonably withheld), from the date of the Sale Agreement until Completion, Archer must, and must procure that each of SAEX, Pirie and APPL do all things reasonably required to ensure that they:

• (a) continue to carry on the business undertaken by them as at the date of signing of the Sale Agreement, in the ordinary course and consistent with that undertaken in the three months before the date of the signing of the Sale Agreement;

• (b) comply with all applicable laws, the Tenement terms and conditions and any material contracts;

• (c) ensure that encumbrances are not registered over the Tenements between the date of signing of the Sale Agreement and Completion;

• (d) do not incur any additional indebtedness, other than in the ordinary course of business up to the maximum aggregate amount of $50,000;

• (e) do not create any encumbrance over any of the shares in SAEX, Pirie or APPL;

• (f) do not enter into any long-term contract that is material to the Mineral Exploration Business;

• (g) do not issue any new shares or other forms of security convertible into shares in SAEX, Pirie or APPL;

• (h) will undertake all reasonable endeavours to maintain the validity and good standing of the Tenements;

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Archer Materials Limited (ACN: 123 993 233)

• (i) not do anything in respect of the Tenements which may jeopardise their validity or good standing in any way or the right to renewal on expiry of their current term;

• (j) do not seek, or agree, to surrender, relinquish, cancel or transfer the Tenements, or to assign, transfer, Encumber or otherwise deal with or dispose of the Tenements or any interest in them;

• (k) except in the ordinary course of Business, do not enter into any agreement or understanding, or agree to an amendment of any agreement or understanding, with the owner of the land on which the Tenements are located or any other person without the prior written agreement of iTech; and

• (l) promptly notify iTech of any material occurrence affecting the Tenements; notify iTech of any event, circumstance or fact that renders a Company warranty given under the Sale Agreement false or inaccurate, as soon as reasonably practicable after the Company becomes aware of that event, circumstance or fact.

The remainder of the terms and conditions of the Sale Agreement are considered standard for an agreement of this nature.

Resolution 1

3. Listing Rule 11.2 and approval of the Resolution

• 3.1 Listing Rule 11.2

Listing Rule 11.2 requires a listed company to obtain the approval of its shareholders to dispose of its main undertaking. ASX has determined that the sale of the Mineral Exploration Business is a disposal of the Company's main undertaking. Therefore, the sale of the Mineral Exploration Business requires Shareholder approval under ASX Listing Rule 11.2 and Resolution 1 seeks this approval.

Resolution 1 is an Ordinary Resolution. If Shareholders approve Resolution 1, then the Company will be able to (subject to satisfaction or waiver of the remaining Conditions and Completion occurring):

• (a) proceed with the sale of the Mineral Exploration Business and dispose of the last of the Company's mineral Tenements (Resolution 1);

• (b) receive the 50 million iTech Consideration Shares contemplated in the Sale Agreement and distribute all of the iTech Consideration Shares in-specie to Archer Shareholders (Resolution 2); and

• (c) continue to grow the Advanced Materials Business to maximise Shareholder value and otherwise detailed in section 5.1.

3.2 Non-approval of Resolution 1

If Resolution 1 is not approved by Shareholders (or any of the other Conditions in the Sale Agreement are not satisfied or waived by the Cut-Off Time), then:

• (a) the Transaction will not proceed to Completion;

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Archer Materials Limited (ACN: 123 993 233)

• (b) the Company will not receive, and will not distribute to Eligible Shareholders, the 50 million iTech Consideration Shares;

• (c) the Company will retain the Mineral Exploration Business for the time being; and

• (d) Resolution 2 will be withdrawn.

4. Reasons for the sale of the Mineral Exploration Business

As noted in section 2.4, on 12 April 2021, the Company entered into a share sale agreement with iTech. Under the Sale Agreement, iTech has agreed to buy the three companies that conduct the Mineral Exploration Business. The purchase price payable by iTech is the issue of 50 million iTech Shares to the Company, which will constitute all proceeds received by the Company under the Sale Agreement. The sale and purchase of the Mineral Exploration Business will complete once all of the Conditions described in section 2.4 (including Shareholder approval of this Resolution 1) are either satisfied or waived.

The Company has a long history of selling non-core assets to fund its activities. The sale of the Mineral Exploration Business is consistent with that strategy; refer to section 2.2. Over the past 12-18 months, the Company has continually stated that the Company's prime focus is on the growth of the Advanced Materials Business.

It was determined that the value of the Mineral Exploration Business might be more significant in the hands of a third party such as iTech and that the business has strong potential with access to additional growth capital. The Board, therefore, decided to sell the Mineral Exploration Business to iTech on terms that, in the view of the Board, make the divestment of the Mineral Exploration Business positive for the Company overall.

The Company's primary purposes in undertaking the Transaction are as follows:

• (a) to allow iTech to separately fund the Minerals Exploration Business and enable the Company to focus on the Advanced Materials Business and, in doing so, remove the internal competition for valuable capital;

• (b) provide Shareholders with the opportunity to participate in the development of the Projects directly, whilst maintaining their investment exposure to the Company and the Advanced Materials Business;

• (c) drive superior value for shareholders in both entities; and

• (d) enable both iTech and the Company to undertake more targeted marketing to investors as both companies will have a clear and more easily understood investment proposition.

Further, the Directors have considered more broadly the advantages and disadvantages of the Transaction. Set out in section 5.5 is a non-exhaustive list of key advantages and disadvantages of the Transaction. The Directors believe that the benefits outweigh the disadvantages, and accordingly, the Transaction is in the best interests of the Company and Shareholders.

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Archer Materials Limited (ACN: 123 993 233)

5. The Company business after the Transaction

• 5.1 The future direction of the Company

If Resolution 1 is approved, the Transaction Completes, and the Company disposes of the Mineral Exploration Business, then the Company will focus all of its attention on the growth of the Advanced Materials Business.

Since 2018, the Company has been shifting its focus from the Mineral Exploration Business to the Advanced Materials Business. During this time, the Company has divested non-core exploration tenements and assets to fund the Advanced Materials Business and other corporate activities. The Mineral Exploration Business is no longer core to the Company's materials technology business strategy.

The Advanced Materials Business is based on the[12] CQ quantum computer chip project and the development of the A1 biochip.

• (a) Quantum technology

Quantum computing represents the next generation of powerful computing. A qubit processor is the most crucial hardware component in quantum computers.[12] CQ is a world-first qubit processor chip technology that the Company aims to build for quantum computing operation at room temperature and integration onboard modern electronic devices.

Archer is well-positioned to successfully build and commercialise an operational qubit processor as a potential solution to the widespread use of quantum computing, as:

• (i) Archer uses the only reported conducting qubit material capable of stable and robust quantum information processing at room temperature: a key barrier to use for any future quantum computing powered consumer devices.

• (ii) A quantum computing agreement signed with IBM supports Archer's plans to use Qiskit as the software for 12CQ processors and participation in the global IBM Q Network as an ecosystem partner – the first Australian company building a qubit processor to do so.

• (iii) Archer has commercial access to the infrastructure, chip foundries, collaborative partnerships (85+ personnel), and exclusive international rights to the IP needed to build the 12CQ qubit processor chip prototypes led by the Company's in-house nanotech and quantum tech experts.

The Company started building the[12] CQ chip in April 2019, and it has been on track in its world-first technology development. The Company successfully performed its first quantum measurement on a single[12] CQ qubit component in June 2020. The conductivity measurements represent the limits of what can be achieved technologically in the world today. The room-temperature conductivity of the[12] CQ chip qubit component was directly proven.

In May 2021, the Company progressed its[12] CQ chip development by applying advanced semiconductor device modelling to build sophisticated qubit control devices. Detecting and manipulating quantum information in miniaturised chip

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Archer Materials Limited (ACN: 123 993 233)

devices is required for[12] CQ chip operation. Also, in the same month, the Company successfully progressed quantum algorithm development for Artificial Intelligence applications of the[12] CQ quantum computing processor chip.

12CQ is a world-first qubit processor technology that Archer is building to enable quantum computing powered devices for mobile and data-centric applications.

(b) A1 biochip

Archer's biochip design principles involve using proprietary graphene-based materials in integrated circuits (i.e., fabricating graphene-based transistors) to form the critical sensing elements in its biochip technology.

The A1 biochip is a graphene-based biosensor device that, when built, will be able to perform complex biosensing. Graphene is a material that is electronically active, ultra-sensitive and biocompatible, which is ideal for biosensing.

A set of new graphene materials has been developed by the Company that could be directly applied for enhanced biosensing and their processing into biocompatible inks in water-based solvents, eliminating the use of hazardous and nonbiocompatible chemicals and increasing the scope of biomolecules that can be detected. Laboratory synthesis was complemented with computational models.

Archer's biochip design principles involve using proprietary graphene-based materials in integrated circuits to form the critical sensing elements in its lab-on-achip technology. The most significant technological barriers to commercialising such devices involve nanofabrication. This is the current focus of Archer in its biochip development.

The Company aims to miniaturise key biosensor components of its biochip technology (i.e., reduce the size to nanoscale) on silicon wafers; a technology development milestone required before validating commercial advantages of ultrasensitivity and device integration. Nanofabrication of the biochip sensor components on silicon wafers would also enable high volume chip production – needed for any future retail applications of the biochip.

The biochip end-use is initially aimed at addressing the complex detection of diseases affecting the respiratory system, as they remain the world's most deadly infectious diseases. Archer's aim to miniaturise its biochip transistor components for graphene integration would enable broad-scope functionality in multiplexing for disease detection.

(c) Reliable Energy

Archer is leveraging its partnerships with highly resourced organisations to identify performance trade-offs in energy storage technologies using new materials with the aim of licencing the intellectual property rights associated with their efficient earlystage discovery.

The Company is continually evaluating new technologies and to grow the Reliable Energy vertical to include substantial intellectual property, access to infrastructure for the development of materials in energy technologies and attracting pioneering technologists to join the Company.

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Archer Materials Limited (ACN: 123 993 233)

5.2 Dilutionary effect on Shareholders exposure to the Mineral Exploration Business

Until Completion, Archer will continue to own 100% of the Mineral Exploration Business and Shareholders will benefit from any exploration success on the Tenements.

While each Shareholder’s individual exposure to the Mineral Exploration Business is dependent on their proportionate Shareholding in Archer, all Shareholders collectively, have exposure to 100% of any exploration success arising from the Minerals Exploration Business.

If Resolutions 1 and 2 are passed and the Transaction completes, then Shareholders’ collective exposure to the Mineral Exploration Business will be diluted depending on the number of iTech Shares on issue following completion of the IPO.

The following table sets out the percentage ownership of the Mineral Exploration Business that Archer Shareholders will collectively have under the scenarios of both a Minimum Subscription of $5,000,000 and a potential Maximum Subscription of $7,000,000.

	Before Transaction	Before Transaction	Minimum Subscription ($5 million)	Minimum Subscription ($5 million)	Maximum Subscription ($7 million)(2)	Maximum Subscription ($7 million)(2)
	No. shares	%(1)	No. shares	%(1)	No. shares	%(1)
Existing Archer Shareholders	227,706,546	100%	50,000,000	58%	50,000,000	52%
iTech Shareholders	N/A	0%	36,083,334	42%	46,083,334	48%
Total iTech Shares on issue	N/A	N/A	86,083,334	100%	96,083,334	100%

• (1) Percentage ownership of Mineral Exploration Business.

• (2) It is important to note that, while iTech has indicated that it intends to seek a Maximum Subscription Amount of $7,000,000, there is no contractual limit on how much iTech raises and, therefore, the dilutionary impact may be greater than that set out above.

5.3 Pro forma financial position of the Company upon Completion of the Transaction

Set out in Schedule 2 is the Company’s reviewed statement of the financial position as of 31 December 2020 and the pro forma statement of financial position of the Company following Completion of the Transaction and capital reduction by pro-rata In-Specie Distribution.

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Archer Materials Limited (ACN: 123 993 233)

5.4 No changes to the Board

There will be no changes to the Company's Board or CEO as a part of, or in connection with, the Transaction. There will be no change to any Shareholder's shareholding in the Company due to the Transaction or the In-Specie Distribution.

• 5.5 Advantages and disadvantages of the Transaction (assuming Completion of the Transaction and In-Specie Distribution)

(a) Advantages

• (i) Allows the Company to realise the value of the Mineral Exploration Business. (ii) The Company will have a more precise focus and corporate strategy with a sole focus on growing the Advanced Materials Business.

• (iii) The Transaction is expected to provide greater flexibility to both the Company and iTech to attract strategic investors.

• (iv) The Transaction will deliver a structure that allows iTech to focus specifically on the Mineral Exploration Business and for the Company to focus its efforts on the Advanced Materials Business, with neither iTech nor the Company affected by events or occurrences relating to the Company other's projects.

• (v) The Transaction will return iTech Shares to the Company Shareholders.

• (vi) The In-Specie Distribution provides Shareholders with shares in two companies – the Company and iTech – which the Board believes has a better prospect of delivering greater value to Shareholders than the Mineral Exploration Business being owned by the Company.

• (vii) Shareholders may elect to retain exposure to either one or both companies as dictated by their investment preferences and objectives.

• (viii) All Shareholders will retain an interest in the Mineral Exploration Business through their pro-rata shareholdings in iTech and thereby have an opportunity to benefit from any iTech exploration success.

• (ix) All Shareholders will retain their current ownership interest in the capital of the Company and exposure to the Advanced Materials Business.

• (x) Future capital raisings are expected to be more readily achieved by each entity as the focus of the funding will be on either the Advanced Materials Business (in the case of the Company) or the Mineral Exploration Business (in the case of iTech).

(b) Disadvantages

• (i) If the Transaction completes, then the Company will no longer own the Mineral Exploration Business and will not realise any future value from the Mineral Exploration Business.

• (ii) The Transaction involves the Company selling its main undertaking, which may not be consistent with the investment objectives of all Shareholders.

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Archer Materials Limited (ACN: 123 993 233)

• (iii) The Company will incur costs associated with the Transaction, including, but not limited to legal, accounting and tax fees incurred in the preparation of documentation required to give effect to the Transaction.

• (iv) Shareholders may incur additional transaction costs if they wish to dispose of their iTech Shares (e.g. brokerage costs).

• (v) Several potential disadvantages arising from the iTech IPO and the need for iTech to seek future funding. These include, but are not limited to:

• (A) dilution of iTech Shareholders' shareholdings via the iTech IPO; and

• (B) uncertainty regarding iTech's ability to raise future funding.

• (vi) There will be two separate companies (iTech and Archer) that will require funding and will incur ongoing administrative costs, which in some instances may lead to duplication.

• (vii) A significant amount of time will be spent during the coming months by the Board and by Company management to give effect to the Transaction.

6. Directors' interest and recommendation

6.1 Directors' interests

The Directors, Dr Alice McCleary, Greg English and Ken Williams, do not have a material interest in Resolution 1. However, Dr McCleary and Mr English do have interests arising solely in their capacity as a Shareholder. The Directors have a relevant interest (held directly and indirectly) in the securities of the Company as set out in the following table:

Director	Ordinary Shares	Options
Dr Alice McCleary	3,870,761	Nil
Greg English	8,997,618	5,000,000(1)
Ken Williams	Nil	1,500,000(2)

(1) Unlisted options with exercise price $0.1929 and expiry date 31 March 2023.

(2) Unlisted options with exercise price $0.7695 and expiry date 31 March 2024.

6.2 Voting exclusions

According to requirements of the Corporations Act and Listing Rules, specific voting exclusions apply to Resolution 1. Please refer to the Notice for details of the applicable voting exclusions.

6.3 Chair's voting intentions

The chair intends to exercise all available proxies in favour of Resolution 1 unless the Shareholder has expressly indicated a different voting intention.

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Archer Materials Limited (ACN: 123 993 233)

6.4 Recommendation of Directors

Having regard to the advantages and disadvantages of the Transaction as detailed in section 5.5, each of the Directors who hold Shares intends to vote all of their Shares in favour of Resolution 1.

Based on the information available, each Director considers that the Transaction is in the Company's and Shareholders' best interest. Therefore, the Directors unanimously recommend Shareholders vote in favour of Resolution 1 in the absence of a superior proposal.

Resolution 2

7. Passing of Resolution 1

If Resolution 1 is approved and all other Conditions Precedent to the Transaction are satisfied, then at the Completion of the Transaction, the Company will be entitled to receive 50 million iTech Shares ( iTech Consideration Shares ).

Resolution 2 is seeking Shareholder approval for the In-Specie Distribution of the iTech Consideration Shares to Eligible Shareholders.

The In-Specie Distribution will be undertaken by way of an equal reduction of capital pursuant to section 256B of the Corporations Act.

Resolution 2 is conditional on Shareholder approval of Resolution 1 and Completion occurring. If Resolution 1 is not approved by Shareholders, then the Transaction will not proceed, and this Resolution 2 will be withdrawn. Resolution 2 is an Ordinary Resolution.

If Shareholders approve Resolution 1 and do not approve Resolution 2, and Archer elects:

• (a) not to waive the approval of Resolution 1 Condition, then the Transaction will not proceed to Completion; or

• (b) to waive this Condition and Completion occurs, Archer will look to pursue other options for realising value for the Consideration Shares to advance the interests of Shareholders.

8. Corporations Act requirements

• 8.1 Section 256B(1) of the Corporations Act

Section 256B(1) of the Corporations Act provides that a company may reduce its share capital in a way that is not otherwise authorised by the Corporations Act if the reduction:

• (a) is fair and reasonable to the company's members as a whole; and

• (b) does not materially prejudice the company's ability to pay its creditors; and

• (c) is approved by members under s256C.

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Archer Materials Limited (ACN: 123 993 233)

8.2 Section 256C of the Corporations Act

Resolution 2 seeks Shareholder approval under s256C of the Corporations Act to enable the Company to reduce its capital, which will be effected by distributing specific assets to Shareholders, being 50,000,000 iTech Consideration Shares (the In-Specie Distribution ).

If Resolution 1 and Resolution 2 are both passed, then the reduction of capital is required to take effect per a timetable approved by ASX. Section 9.10 contains the proposed indicative timetable for completion of the In-Specie Distribution, which is subject to change by the Company and any requirements of the Listing Rules and the Corporations Act.

9. Details of the In-Specie Distribution

• 9.1 What is the In-Specie Distribution?

The Company will receive the iTech Consideration Shares on Completion of the Transaction. As at the date of this Notice, the Company intends to distribute all of the iTech Consideration Shares to Shareholders rather than keep the iTech Consideration Shares and sell them later. If Resolution 2 is approved, then all 50 million iTech Consideration Shares will be distributed to Shareholders. The Company will not hold any iTech Shares upon completion of the In-Specie Distribution.

The In-Specie Distribution will provide Shareholders with iTech Shares, in proportion to the number of Archer Shares held at the Record Date, and will not affect the number of Archer Shares held by each Eligible Shareholder.

9.2 Eligible Shareholders

Only Shareholders registered on the Record Date described in section 9.6 will be entitled to participate in the In-Specie Distribution.

9.3 Overseas Shareholders

The distribution of Consideration Shares to Shareholders located outside of Australia is subject to the legal and regulatory requirements in the relevant overseas jurisdiction in which they are located.

• (a) If the Company’s Directors consider, in their sole discretion, it impracticable to transfer Consideration Shares to persons located in any jurisdiction outside of Australia due to the requirements of complying with the laws or any other requirements of any regulatory authority of that jurisdiction ( Overseas Shareholders )

then the iTech Shares to which the relevant Overseas Shareholders would otherwise be entitled will not be transferred to those Shareholders, and the Company will, instead, sell the relevant Consideration Shares on behalf of those Overseas Shareholders.

If the Company sells any iTech Consideration Shares on behalf of Overseas Shareholders, then the Company will then account to those Overseas Shareholders for the net proceeds of the sale of all iTech Consideration Shares on behalf of Overseas Shareholders after deducting the costs and expenses of the sale.

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Archer Materials Limited (ACN: 123 993 233)

As the return of capital is being represented and satisfied by the In-Specie Distribution and the iTech Share price may vary from time to time (assuming a liquid market is available), then the net proceeds of sale to such Overseas Shareholders may be more or less than the notional dollar value of the reduction of capital. It will be the Overseas Shareholder's responsibility to comply with the laws to which they are subject in the jurisdictions in which they are resident.

• 9.4 How many iTech Consideration Shares will each Eligible Shareholder receive?

If the In-Specie Distribution proceeds, then Eligible Shareholders will receive a pro-rata number of iTech Consideration Shares. Each Eligible Shareholder's name will be entered on the register of members of iTech, with:

• (a) each Eligible Shareholder having deemed to have consented to become an iTech Shareholder and being bound by iTech's constitution; and

• (b) the Company will be authorised to do all such things as are necessary to give effect to the In-Specie Distribution.

The In-Specie Distribution is an equal reduction in capital. The number of iTech Shares received by each Eligible Shareholder will be in proportion to the number of Archer Shares held by the Eligible Shareholder on the Record Date. The terms of the In-Specie Distribution are the same for all Eligible Shareholders.

The number of iTech Consideration Shares distributed to each Eligible Shareholder is based on the total number of Archer Shares on issue and the number of Archer Shares held by all Shareholders at the Record Date.

The Company currently has 227,706,546 Shares on issue. However, the Company is not able to state with certainty the exact number of total Shares that will be on issue at the Record Date, and therefore the precise ratio of the In-Specie Distribution, for the following reasons:

• (c) the Company has 14,318,277 Options on issue, and some or all of these Options may be exercised and converted into Shares before the Record Date;

• (d) there may be changes in the relative distribution between Eligible Shareholders and Overseas Shareholders between the date of this Explanatory Statement and the Record Date; and

• (e) between the date of this document and the Record Date, the Company may issue new Shares to investors to raise funds or acquire a business or asset. At the date of this Notice, the Board is not aware of any such transaction, but an opportunity may arise between this Notice and the Record Date.

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Archer Materials Limited (ACN: 123 993 233)

The table below shows the expected ratio for the In-Specie Distribution for different hypothetical situations:

Scenario	Number of Shares on issue at the Record Date	In-Specie Distribution ratio*
1. No Options are exercised, and no additional Shares are issued	227,706,546	1 iTech Share for every 4.55 Shares held in the Company
2. 5 million Options are exercised, and no additional Shares are issued	232,706,546	1 iTech Share for every 4.65 Shares held in the Company
3. All Options are exercised, and no additional Shares are issued	242,024,823	1 iTech Share for every 4.84 Shares held in the Company
4. All Options are exercised, and 20 million additional Shares are issued	262,024,823	1 iTech Share for every 5.24 Shares held in the Company

• The exact ratio may vary due to the effects of rounding described in section 9.5. The Company intends to round up all fractional entitlements to iTech Consideration Shares. Assumes that all Shareholders at the date of this Notice are Eligible Shareholders.

For example, using hypothetical Scenario 2 above, the In-Specie Distribution ratio is 1 iTech Share for every 4.65 Shares held in the Company at the Record Date. Therefore, an Eligible Shareholder who holds 46,500 Shares will receive 10,000 new iTech Shares under the In-Specie Distribution.

9.5 Fractional entitlements and rounding

Any fractions of entitlement to an iTech Share under the In-Specie Distribution will be rounded up to the following whole number on an as equitable basis as possible to ensure that, so far as is practicable, a total of 50 million iTech Consideration Shares will be distributed to Shareholders.

The actual dollar value of the proposed return of capital will be equal to the value of the iTech Consideration Shares transferred and distributed to be assessed by the Directors. Please refer to Schedule 2 and Schedule 3 for the proforma statements of financial position of both the Company and iTech, showing the indicative financial impact of the Transaction and In-Specie Distribution.

The Board considers the proposed reduction of capital will have no material effect on the interests of Shareholders, except as disclosed in the discussion of the advantages and disadvantages of the Transaction and In-Specie Distribution set out in section 5.5 and the possible adverse effects on the Archer share price described in section 9.11.

The In-Specie Distribution will result in some Eligible Shareholders holding:

• (a) less than a marketable parcel of iTech Shares (being a shareholding valued at less than $500); and

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Archer Materials Limited (ACN: 123 993 233)

• (b) less than $2,000 worth of iTech Shares (meaning that this Shareholders' shareholding will not be included as part of iTech's spread to be admitted to the Official List).

Further information regarding the ability of these Shareholders to subscribe for additional iTech Shares as part of the Priority Offer is set out in sections 11.1 and 11.2.

9.6 The Record Date

The Corporations Act and the Listing Rules set out the procedure and timing for a capital reduction. Refer to Section 9.10 for an indicative timetable for the In-Specie Distribution.

The alteration to the Company's capital and the In-Specie Distribution will become effective from the Record Date, provided that after the Record Date has been set, the Directors have not provided a notice to ASX stating that the Company does not intend to proceed with the reduction of capital contemplated by Resolution 2.

Generally, the expected Record Date for a reorganisation of capital of an ASX-listed company is three business days following the effective date of the return of capital. However, concerning the In-Specie Distribution, the Company has provided for flexibility in the setting of the Record Date. The Directors may elect to defer the implementation of the In-Specie Distribution depending on the timing of the satisfaction all waiver of all the Conditions under the Sale Agreement.

As a result, the Directors set the Record Date after the Meeting by announcing it to the ASX. The Record Date will be not less than five business days and not later than six months after the date on which Resolution 2 is approved.

• 9.7 Effect of the proposed reduction of capital and In-Specie Distribution of iTech Consideration Shares on existing Options

The exercise price of each Option in the Company on issue on the date Resolution 2 is approved will be reduced according to the formula in ASX Listing Rule 7.22.3. The number of Options will remain the same however the exercise price will be reduced by the same amount as the amount of capital returned in relation to each Share.

9.8 Distribution of iTech Shares

Only Eligible Shareholders will receive iTech Shares. Overseas Shareholders will receive the net proceeds from the sale of all iTech Consideration Shares on behalf of all Overseas Shareholders (after costs); refer to section 9.3 for more information.

The iTech Consideration Shares will be distributed pro-rata to Eligible Shareholders:

• (a) once all of the Conditions are satisfied or waived and under the timetable in section 9.10; and

• (b) each Eligible Shareholder does not need to take any further action to receive their entitlement of iTech Shares under the In-Specie Distribution.

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Archer Materials Limited (ACN: 123 993 233)

9.9 Conditions

The Transaction and the In-Specie Distribution will only proceed if the Conditions are either satisfied or waived by the Cut-Off Time described in section 2.4.

9.10 Key dates*

Event

Date

iTech lodges prospectus with ASIC for the iTech IPO General Meeting to approve the In-Specie Distribution of iTech Shares. Priority Offer Record Date Priority Offer Opening Public Offer Opening Date Priority Offer Closing Date Public Offer Closing Date Issue of iTech Consideration Shares to Archer In-Specie Distribution to Shareholders of iTech Shares completed Allotment and issue of Shares under the Priority Offer Allotment and issue of Shares under the Public Offer Dispatch of holding statements for In-Specie Distribution iTech Shares commence trading on ASX

13 August 2021 30 August 2021 31 August 2021 1 September 2021 1 September 2021 22 September 2021 6 October 2021 13 October 2021 14 October 2021 15 October 2021 15 October 2021 18 October 2021 25 October 2021

• These dates are indicative only and may change without notice. Refer to Section 9.6 for further details.

9.11 Information concerning the Company's Shares

The rights attaching to Shares will not alter as a result of the In-Specie Distribution. However, the value of the Shares may be less than the value before the In-Specie Distribution is implemented due to the removal of the Mineral Exploration Business from the Company's asset portfolio. The size of any possible Share price decrease cannot be predicted and will be dependent on the value ascribed to the Mineral Exploration Business.

For the information of Shareholders, the highest and lowest recorded sale prices of Shares as traded on ASX during the 12 months immediately preceding the date of this Explanatory Memorandum, and the respective dates of those sales were:

Event	Amount
Lowest price Highest price Price on the day before the date of this Notice	$0.355 per share $1.605 per share $1.580 per share

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Archer Materials Limited (ACN: 123 993 233)

9.12 Trading of iTech Shares

If the In-Specie Distribution is approved by Shareholders and is implemented and iTech is admitted to the Official List, then a holder of iTech Shares can sell their iTech Shares on ASX in the future.

9.13 Taxation implications of the Transaction?

A general guide to the taxation implications of the In-Specie Distribution is described in section 13 of this Explanatory Memorandum. The description is expressed in terms of the In-Specie Distribution and is not intended to provide taxation advice regarding particular circumstances of any Shareholder. Shareholders should obtain professional advice as to the taxation implications of the In-Specie Distribution in their specific circumstances.

9.14 ASX Waiver and confirmation

iTech anticipates that the iTech Shares distributed to Eligible Shareholders under the InSpecie Distribution will not be subject to the escrow restrictions set out in Appendix 9B to the Listing Rules.

10. About iTech

10.1 Background

iTech was incorporated as a proprietary company limited by shares on 24 February 2021. iTech was converted to a public company limited by shares on 11 June 2021. The company has one subsidiary, iTech Kaolin Pty Ltd.

On 12 April 2021, iTech entered into the Sale Agreement with Archer which, subject to the satisfaction (or waiver) of the Conditions, iTech will acquire to acquire 100% of SA Exploration Pty Ltd ( SAEX ), Archer Pastoral Company Pty Ltd ( APPL ) and Pirie Resources Pty Ltd ( Pirie ). SAEX, APPL and Pirie collectively hold the Tenements over the Projects. A summary of the Sale Agreement is set out in sections 2.4 and 2.5.

10.2 iTech’s business model and objectives

iTech is a speculative exploration company. Following completion of the iTech IPO, iTech’s proposed business model is to explore the Tenements that have the potential to host economic mineral deposits.

Post the iTech IPO and subsequent ASX listing, iTech's key business objectives are to:

• (a) become a global supplier of specialist Halloysite-Kaolinite products;

• (b) become a global supplier of specialist battery materials, including graphite; and

• (c) examine the possible acquisition of other projects, with particular emphasis on critical minerals.

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10.3 Proposed exploration program and expenditure

It is iTech’s present intention, post-iTech IPO, to define a resource base through exploration for halloysite-kaolinite mineralisation, to warrant commercial exploitation and development of the resource. iTech will also update the existing Scoping Study on the Campoona Graphite Deposit. Funds will be used to undertake mineral exploration activities involving geophysics, drilling sampling and analysis. Some of the funds will be used to support mineral exploration and the operational and administrative activities of iTech.

The Company proposes to fund its exploration activities over the first two years, as outlined below.

Project program/expense item	Minimum	Minimum	Maximum	Maximum
	Subscription		Subscription
	($5 million)		($7 million)
	Year 1	Year 2	Year 1	Year 2
Cash on hand before iTech Prospectus	650,950	0	650,950	0
Capital raised under the Offer	5,000,000	0	7,000,000	0
Total available cash	5,650,950	0	7,650,950	0
Lead Manager fees	450,000	0	580,000	0
Expenses of offer	355,107	0	357,303	0
Exploration expenditure	1,649,996	1,623,996	2,536,496	2,465,996
Corporate, overheads, remuneration and other expenses	673,283	647,668	649,350	651,399
Plant and equipment	15,000	15,000	15,000	15,000
Working capital	0	220,900	0	380,406
Total expenditure	3,143,386	2,507,564	4,138,149	3,512,801

The exploration programs and budgeted expenditure outlined above is subject to modification on an ongoing basis and is contingent on circumstances, results and other opportunities. Expenditure may be reallocated due to such changes or new opportunities arising and will always be prioritised according to geological merit and other business decisions related to iTech’s activities. Ongoing assessment of the Projects may lead to increased or decreased expenditure levels reflecting a change of emphasis.

10.4 Strategy post listing

Upon successful completion of the iTech IPO and subsequent ASX listing, the primary objective of iTech will be to explore the Projects and identify other resource opportunities that have the potential to deliver growth for iTech Shareholders. To achieve this objective following ASX listing, iTech proposes to undertake the exploration programs highlighted above and further explained in the iTech Prospectus.

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The results of iTech’s exploration programs will determine the economic viability and possible timing for the commencement of further testing, including pre-feasibility studies and commencement of any mining operations on the Project area.

iTech's management strategy and purpose of the iTech IPO is to work towards commercialising the Campoona Graphite and the Eyre Peninsula and Franklyn HalloysiteKaolinite Projects through exploration and potential development of mineralisation within the Tenements and to provide iTech with funding to:

• (a) establish a global mineral resource inventory at the Eyre Peninsula and Franklyn Projects;

• (b) work toward the possible upgrade of current resources in the Project from the Inferred to Indicated category according to the JORC Code and advance the Project by undertaking economic assessments;

• (c) update the Scoping Study on the Campoona Graphite Project;

• (d) examine the possible acquisition of other projects; and

• (e) provide working capital for iTech.

10.5 Risk Factors

On successful Completion of the Transaction, Shareholders will become iTech Shareholders and should be aware of the general and specific risk factors which may affect iTech and the value of iTech securities.

An investment in iTech will be exposed to a number of risks. Risks that the iTech Directors believe are key risks including those described below.

The key risks are the risks that senior management and the iTech Directors focus on when managing the business of iTech and have the potential, if they occurred, to result in significant consequences for iTech and an investment in it.

There are also risks that are common to all investments in shares and which are not specific to an investment in iTech; for example, the general volatility of share prices, including as a result of general economic conditions (including monetary and fiscal policy settings as well as exchange and interest rates) in Australia and elsewhere and other events outside the usual course of iTech's business such as acts of terrorism or war.

Investors should note that the occurrence or consequences of some of the risks described in this section are partially or completely outside the control of iTech, the iTech Directors and senior management. Further, investors should note that this description focuses on the risks referred to above and does not purport to list every risk that iTech may have now or in the future. It is also important to note that there can be no guarantee that iTech will achieve its stated objectives or that any forward-looking statements will be realised or otherwise eventuate.

• (a) Overview

The business, assets and operations of iTech, following admission to the Official List, have the potential to influence the operating and financial performance of iTech in the future. These risks can impact the value of an investment in iTech Shares;

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• (i) exploration, development and production phases; and

• (ii) accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

As iTech, post-Transaction will be an early-stage exploration company, and there can be no assurance that exploration on the Project, or any other exploration properties that may be acquired in the future, will result in the discovery of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it can be economically exploited.

(b) Conditions to Tenements

Interests in the Tenements in South Australia are governed by legislation and are evidenced by the granting of leases and licences by the South Australian Government. iTech, post-Acquisition, will be subject to the Minerals Titles Act in South Australia. Interests in the Tenements in New South Wales are governed by legislation and are evidenced by the granting of leases and licences by the New South Wales Government. iTech, post-Transaction, will be subject to the Minerals Titles Act in New South Wales. iTech will have an obligation to meet conditions that apply to the Tenements, including the payment of rent and prescribed annual expenditure commitments.

The Tenements in which iTech will acquire an interest (subject to Completion occurring) are subject to annual review and periodic renewal. While it is iTech's intention to satisfy the conditions that apply to the Tenements, there can be no guarantees made that, in the future, the Tenements that are subject to renewal will be renewed or that minimum expenditure and other conditions that apply to the Tenements will be satisfied. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the Tenements comprising the Project. These events could have a materially adverse effect on iTech's prospects and the value of its assets.

• (c) Grant of future authorisations to explore and mine

If iTech discovers an economically viable mineral deposit that it then intends to develop, it will, among other things, require various approvals, licences and permits before it will be able to mine the deposit. There is no guarantee that iTech will be able to obtain all required approvals, licences and permits. To the extent that required authorisations are not obtained or are delayed, iTech's operational and financial performance may be materially adversely affected.

(d)

• Native title and Aboriginal heritage

Four native title determinations have been made with respect to areas that include the Tenements. Any future renewals of the Tenements will need to comply with the relevant "right to negotiate" provisions in the NTA.

• (e) Future Funding

iTech Directors consider that the funds raised under the iTech IPO are sufficient to meet the immediate objectives of iTech. Further funding may be required by iTech

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in the event costs exceed estimates or revenues do not meet estimates, to support its ongoing operations and implement its strategies. For example, funding may be needed to undertake further exploration activities or acquire complementary assets.

Accordingly, iTech may need to engage in equity or debt financings to secure additional funds. Any additional equity financing may be dilutive to iTech Shareholders, may be undertaken at lower prices than the iTech IPO price or may involve restrictive covenants that limit iTech's operations and business strategy.

There can be no assurance that such funding will be available on satisfactory terms or at all at the relevant time. Any inability to obtain sufficient financing for iTech s activities and future projects may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the potential growth of iTech.

10.6 iTech capital structure

The capital structure of iTech at the date of this Notice is:

Security type	Number
Fully Paid Ordinary Shares	10,833,334
Total unlisted Options*	3,000,000

• Options issued to founders and iTech Directors with an exercise price of $0.25, expiry date of 4 years from the date of admission to the Official List.

The indicative capital structure of iTech post-completion of the iTech IPO will be:

Description	Number (Minimum	Number (Maximum
	Subscription)	Subscription)
Shares on issue before the Offer2	10,833,334	10,833,334
Shares to be issued to Archer under the Sale Agreement	50,000,000	50,000,000
Shares to be issued to the IPO lead manager as a success fee	250,000	250,000
Shares to be issued pursuant to the iTech IPO	25,000,000	35,000,000
Total Shares on completion of the iTech IPO	86,083,334	96,083,334

Shareholders should note that the iTech capital structure after the iTech IPO is indicative only at the date of this Notice and that iTech retains the discretion to amend the structure and issue more or fewer iTech Shares, iTech options or other forms of securities.

10.7 Pro forma financial position of iTech

Set out in Schedule 3 is the reviewed statement of financial position of iTech as of 31 May 2021 together with the pro forma statement of financial position of the Company following completion of the Transaction and the iTech IPO.

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10.8 iTech Directors and key personnel

The board of directors of iTech ( iTech Board ) is set out below.

• (a) Glenn Davis – Non-executive Chairman (LLB, BEc, FAICD)

Mr Davis has practised as a solicitor in corporate and risk throughout Australia for over 30 years, initially in a national firm and then a firm he founded. He has expertise and experience in the execution of large transactions, risk management and in corporate activity regulated by the Corporations Act and ASX Limited. Mr Davis is currently the non-executive chairman of Beach Energy Ltd.

• (b) Michael Schwarz – Managing Director BSc (Hons) Geology, FAusIMM, AIG

Mr Schwarz has over 25 years' senior experience in mineral exploration spanning industry and government as a geologist and director of several exploration companies. Mr Schwarz has extensive experience both at a senior corporate level and in the hands-on roles of a geologist. He has high level negotiation and communication skills, and has managed competing stakeholder interests successfully, specifically balancing the needs of shareholders, landowners, corporate financiers, joint venture partners and government to ensure a positive outcome for his organisations. Mr Schwarz has significant technical knowledge and experience in South Australian and Northern Territory geology and mineralisation styles and has led research projects with State Governments, Geoscience Australia and various universities.

Mr Schwarz was the founding Managing Director of Northern Cobalt (ASX:N27) where he gained valuable experience in the battery materials markets.

As a founding Director and Executive Director Exploration for Core Lithium Limited (ASX:CXO), Mr Schwarz established exploration programs for iron-oxide coppergold (IOCG) mineralisation in the Olympic Dam Copper-Gold Province in South Australia and in silver and base metal mineralisation in the Arunta Inlier in the Northern Territory.

As Managing Director of Monax Mining Ltd (ASX:MOX), Mr Schwarz was responsible for building a solid portfolio of highly prospective tenements with a focus on iron-oxide copper-gold and uranium. This strong foundation enabled the company to list on the ASX in 2005.

Mr Schwarz was also a founding Director of Marmota Energy Ltd (ASX:MEU), a role he performed concurrently while Managing Director of Monax Mining Ltd, where Mr Schwarz built a strong portfolio of prospective uranium tenements and successfully managed the company's oversubscribed listing on the ASX.

• (c) Gary Ferris – Non-executive Director MSc (Geology/Earth Sciences), MAusIMM

Mr Ferris is a geologist with more than 30 years' experience in exploration and management as a founding Managing Director of InterMet Resources LTD (ASX: ITT), MD of Monax Mining (ASX: MOX), Gary has a master's degree from the Centre for Ore Deposits and Exploration Studies, University of Tasmania. He is a member of the Australasian Institute of Mining and Metallurgy. Gary ran research projects

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on the halloysite-kaolinite deposits of the Eyre Peninsula, SA for the SA Mines Department prior to working in industry.

• (d) Jarek Kopias – Chief Financial Officer and Joint Company Secretary BCom, CPA, AGIA, ACG (CS, CGP)

Mr Kopias is a Certified Practising Accountant and Chartered Secretary. Mr Kopias has over 20 years' industry experience in a wide range of financial and secretarial roles within the resources industry.

As an accountant, Mr Kopias worked in numerous financial roles for companies, specialising in the resource sector – including 5 years at WMC Resources Limited's (now BHP Group Ltd) Olympic Dam operations, 5 years at Newmont Mining Corporation - Australia's corporate office and 5 years at oil and gas producer and explorer, Stuart Petroleum Limited (prior to its merger with Senex Energy Limited).

He is currently the CFO and Company Secretary of Resolution Minerals Ltd (ASX: RML) and Company Secretary of Core Lithium Ltd (ASX: CXO) and Iron Road Ltd (ASX: IRD). Mr Kopias has held similar roles with other ASX entities in the past and has other business interests with numerous unlisted entities.

10.9 Information concerning iTech Shares

The iTech Consideration Shares to be issued to the Company under the Sale Agreement will rank equally with the issued iTech Shares. The rights attaching to iTech Shares are:

• set out in the iTech Constitution; and

• certain circumstances, regulated by the Corporations Act, ASX Listing Rules, ASX Settlement Operating Rules and the general law.

Below is a summary of the significant rights attaching to the iTech Consideration Shares and the iTech Shares on offer according to the iTech IPO and a description of other material provisions of the iTech Constitution. This summary is not exhaustive, nor does it constitute a definitive statement of the rights and liabilities of iTech Shareholders. The summary assumes that iTech is admitted to the Official List.

Full details of the rights attaching to iTech Shares are set out in the iTech Constitution. A copy is available for inspection at iTech's registered office during regular business hours.

• (a) Issue of shares

Subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules and any rights and restrictions attached to a class of shares, the iTech Board may, on behalf of iTech, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the iTech Board decides.

• (b) Transfer of iTech Shares

Subject to the iTech Constitution and to any restrictions attached to a member's iTech Shares, iTech Shares may be transferred by a proper transfer effected in accordance with ASX Settlement Operating Rules, by a written instrument of transfer which complies with the iTech Constitution or by any other method

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permitted by the Corporations Act, ASX Listing Rules or ASX Settlement Operating Rules, or by an instrument in writing in any usual form or common form the iTech Directors approve.

(c) Share buy-backs

Subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules, iTech may buy back shares in itself.

(d) Variation of class rights

If at any time the iTech Share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not iTech is being wound up, may be varied or abrogated with the consent in writing of the holders of 75% of the issued iTech Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class. Any variation of rights shall be subject to Chapter 2P of the Corporations Act.

(e) Unmarketable parcels

Subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules, iTech may sell the iTech Shares of an iTech Shareholder who holds less than a marketable parcel of iTech Shares.

(f) Voting and general meeting

Subject to any rights or restrictions for the time being attached to any class or classes of shares in iTech (at present, there is only one class of shares), whether by the terms of their issue, the iTech Constitution, the Corporations Act or the ASX Listing Rules, at a general meeting of iTech, every iTech Shareholder present in person or by proxy, representative or attorney has one vote on a show of hands and, on a poll, one vote for each iTech Share held.

iTech Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of iTech.

iTech Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the iTech Constitution.

(g) Dividends

The iTech Board may from time to time resolve to pay dividends to iTech Shareholders and fix the amount of the dividend, the time for determining entitlements to the dividend and the timing and method of payment.

Subject to ASX Listing Rules and the Corporations Act, the rights of any preference shareholders and to the rights of holders of any shares created or raised under any special arrangement as to dividend, the iTech directors may from time to time declare a dividend to be paid to the iTech Shareholders entitled to the dividend. Subject to the rights of any preference shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all shares according to the proportion that

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the amount paid (not credited) is if the total amounts paid and payable (excluding amounts credited) in respect of such shares.

(h) Winding-up

The assets of iTech must on a winding up be applied in repayment to the iTech Shareholders in proportion to their respective holdings, subject to the rights of shareholders (if any) entitled to shares with special rights in a winding up.

(i) iTech Shareholder liability

As the iTech Consideration Shares and the iTech Shares under the iTech IPO are fully paid shares, they are not subject to any calls for money by the iTech Directors and will therefore not become liable for forfeiture.

(j) Alteration of Constitution

The iTech Constitution can only be amended by a special resolution passed by at least 75% of iTech Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

10.10 iTech Material Contracts

Set out below is a summary of specific contracts to which iTech is a party and which the iTech Directors have identified as material to iTech or are of such a nature that an investor may wish to have details of particulars of them when assessing how to vote at the Meeting.

To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in this light.

(a) Sale Agreement

On the 12 April 2021, iTech entered into the Sale Agreement with the Company whereby the Company agrees to sell to iTech, and iTech agrees to purchase from the Company all of the Company’s legal and beneficial interest in the share capital of SAEX, Pirie and APPL, in consideration for iTech issuing the iTech Consideration Shares to the Company on the terms contained in the Sale Agreement.

The key terms of the Sale Agreement are summarised in sections 2.4 and 2.5.

(b) Lead Manager Mandate

iTech entered into a mandate agreement with Novus Capital Ltd ( Lead Manager ) on 6 March 2021 pursuant to which the Lead Manager was appointed as lead manager to provide services to iTech with respect to the iTech IPO ( Lead Manager Mandate ). Under the terms of the Lead Manager Mandate, iTech will pay to the Lead Manager:

(i) Pre- iTech IPO Set Fees

An initial engagement fee of $15,000 inclusive of the first months ongoing fee and then a $5,000 monthly fee is payable in the pre-iTech IPO phase of the agreement.

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• (ii) Pre- iTech IPO Capital Raising Fee:

Upon the successful completion of the pre-iTech IPO, a capital raising fee of 7% of the total funds raised under the pre-iTech IPO will be payable to the Lead Manager out of the aggregate proceeds of the pre-iTech IPO.

(iii) IPO Set Fees

An ongoing fee of $5,000 is payable in the iTech IPO phase of the agreement.

• (iv) Sponsoring Broker Fee

• $10,000 payable on lodgement of the prospectus for the iTech IPO with ASIC.

• (v) iTech IPO Success Fees – Capital Raising

Upon the successful completion of the iTech IPO, a capital raising fee of 6.5% of the total funds raised under the iTech IPO will be payable to the Lead Manager out of the aggregate proceeds of the iTech IPO. Money raised by iTech directly may be rebated at an agreed rate up 80%. The capital raising fees shall be payable at completion of the iTech IPO, out of the proceeds of the iTech IPO, as appropriate.

• (vi) iTech IPO Success Fees – Completion

Upon the admission to the ASX and successful share allocation, the Lead Manager will be entitled to a success fee composed of $50,000 iTech Shares (being 250,000 iTech Shares) and $75,000 cash. The iTech Shares will be issued at the same price per share as iTech Shares are offered under the prospectus for the iTech IPO and will be subject to any restrictions required by ASX.

The Lead Manager is entitled to be reimbursed for its reasonable costs and expenses associated with the performance of its services under the Lead Manager Mandate.

(vii) Exclusivity

The Lead Manager will have exclusivity until expiration, termination or completion of the services under the Lead Manager Mandate subject to the Lead Manager agreeing that in order to maintain the automatic rights to the next stage of the Transaction, the Lead Manager will have to have completed the prior stage to a satisfactory level (defined as 80% or more of the target capital for that stage, or as the parties mutually agree).

(viii) Term

The mandate extends for 12 months’ post listing, with a minimum period of 6 months.

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• (c) Employment Agreement – Michael Schwarz

The Company has engaged Mr Schwarz as Managing Director on a full-time basis pursuant to an employment agreement dated 25 May 2021 ( Employment Agreement ). The key terms and conditions are as follows:

(i) Term

Mr Schwarz's employment commenced on 1 May 2021 and will continue until terminated in accordance with the Employment Agreement summarised below.

(ii) Remuneration

Mr Schwarz's initial remuneration package is $250,000 per annum (inclusive of superannuation) from the date that iTech is admitted to the Official List.

Mr Schwarz will be paid $5,000 per month from May 2021 (for a maximum period of 5 months) prior to the date that iTech is admitted to the Official List.

The Company must review Mr Schwarz's remuneration package in July each year (starting July 2022) and the Company may, in its discretion, increase his remuneration package for the following 12 months.

The Company will reimburse Mr Schwarz for any pre-approved expenses and will pay for all reasonable costs associated with his use of Company property.

Mr Schwarz must serve and accept office in any Related Body Corporate of the Company as the Company requires, without additional remuneration.

(iii) Termination

iTech may terminate the Employment Agreement by providing Mr Schwarz 6 months' written notice and Mr Schwarz may do so on six months' written notice to iTech.

iTech may terminate the Employment Agreement without written notice in certain circumstances, including if Mr Schwarz breaches the Employment Agreement, becomes an insolvent under administration, becomes of unsound mind, is convicted of a criminal offence or is guilty of any serious misconduct or wilful neglect in performing his duties.

If iTech gives notice of termination, then iTech may in its absolute discretion require Mr Schwarz to take garden leave for all or part of the notice period.

The Employment Agreement contains other terms and conditions that are considered standard for an agreement of this nature.

• (d) Non-Executive Director Agreements – Glenn Davis and Gary Ferris

iTech has entered into separate non-executive director letter agreements with Glenn Davis and Gary Ferris pursuant to which each party is to be appointed as a Non-Executive Director effective from 27 April 2021. Mr Davis was also appointed Chairman.

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Mr Ferris and Davis are entitled to annual fees of $30,000 and $60,000 respectively (inclusive of superannuation) from the date that iTech is admitted to the Official List. Each iTech Director is also entitled to reimbursement of expenses in accordance with iTech's constitution and, subject to approval by the iTech Board, additional remuneration for extra services or special exertions as allowed for in iTech’s constitution.

The period of appointment for each iTech Director will be in accordance with iTech’s constitution and the Corporations Act, including the provisions of iTech's constitution relating to retirement by rotation and re-election as an iTech Director.

Mr Davis and Mr Ferris are independent directors of iTech.

• (e) Deeds of Access, Insurance and Indemnity

iTech has entered into Deeds of Access, Insurance and Indemnity ( Deeds ) with each iTech Director and iTech company secretary (each a Party ). Under the Deeds, iTech agrees to indemnify each Party to the extent permitted by law against any liability arising as a result of the Party acting as a director or company secretary of iTech, unless the liability arises out of conduct involving a lack of good faith by the relevant Party. iTech is also required to maintain insurance policies for the benefit of the relevant Party in certain circumstances. The Deeds are considered standard for documents of this nature.

11. The iTech IPO

11.1 Prospectus and initial public offering

iTech proposes to undertake an initial public offering and seek admission to ASX ( iTech IPO ). A successful iTech IPO would allow iTech to separately fund exploration of the Projects, which comprises the Tenements set out in Schedule 1, and enable the Company to focus on its Advanced Materials Business.

iTech will shortly lodge a Prospectus with ASIC in accordance with section 710 of the Corporations Act. The Prospectus will contain an offer by iTech to raise at least $5,000,000 ( Minimum Subscription ) and up to $7,000,000 ( Maximum Subscription ) before costs, through the issue of at least 25,000,000 and up to 35,000,000 iTech Shares under the Public Offer, which includes the Priority Offer. The conditions of the Public Offer and the Priority Offer are set out in section 11.2 below.

An application for admission of the iTech Shares to the Offical List will be made to ASX within seven days after the date of the iTech Prospectus. However, iTech Shares will not commence trading on ASX unless the conditions to the Public Offer are satisfied. There is no guarantee that the conditions will be satisfied, and even if these conditions are satisfied, there is no guarantee that the iTech Shares will commence quotation on the ASX.

Further information on iTech, and the iTech Shares, will be available in the iTech Prospectus to be lodged with ASIC.

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11.2 iTech IPO structure and Priority Offer

iTech intends making Offers under its Prospectus including:

• (a) the Public Offer; and

• (b) the Priority Offer to eligible Archer Shareholders. Eligible Archer Shareholders are Archer Shareholders with a registered address in Australia or New Zealand on the Priority Offer Record Date described in section 9.10.

Under the Priority Offer, up to 10,000,000 iTech Shares (representing $2,000,000) will be reserved for eligible Archer Shareholders. The minimum application size under the Priority Offer is 10,000 iTech Shares (representing $2,000). The allocation of iTech Shares under the Priority Offer will be at the discretion of the iTech Board. If iTech receives applications from eligible Archer Shareholders for more than 10,000,000 iTech Shares, iTech intends to treat such additional applications under the Priority Offer as being made under the Public Offer, subject to such additional applications satisfying the minimum application size of 10,000 iTech Shares as required under the Public Offer.

iTech retains an absolute discretion to allocate iTech Shares under the Priority Offer and reserves the right, in its absolute discretion, to issue an applicant a lesser number of iTech Shares than the number for which the applicant applies or to reject an application. If the number of iTech Shares issued is fewer than the number applied for, surplus application money will be refunded without interest as soon as practicable

11.3 Participation in the iTech IPO

All Shareholders may participate in the Public Offer of iTech by making a valid application and paying the application monies under the Prospectus.

12. Advantages and disadvantages of the In-Specie Distribution

The Directors' opinion of the possible advantages and disadvantages of the Transaction and In-Specie Distribution can be found in section 5.5.

13. Taxation

13.1 Taxation implications for Shareholders

The following comments are based on applying Australian taxation laws in force at the date of this Explanatory Memorandum. They are only intended as a general outline of the Australian income tax consequences for Shareholders who participate in the In-Specie Distribution. Should there be any amendment to the tax law between the date of this Explanatory Memorandum and the date of the capital reduction and In-Specie Distribution, the implications below may change.

The views expressed in this summary are not intended as specific advice to Shareholders and should not be relied on as such. The application of tax legislation may vary according to the individual circumstances of Shareholders. In this regard, the comments below are only relevant to those Shareholders who are residents of Australia for income tax purposes and hold their Shares on capital account (i.e. have not been held as trading stock).

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The income tax consequences may differ where the Shares are held on revenue account, as trading stock or tax-exempt organisations. It should be emphasised that these comments are general, may not apply to each Shareholders individual circumstances and cannot be relied upon for accuracy or completeness.

Therefore, Shareholders should seek and rely on their independent taxation advice concerning the tax consequences of the In-Specie Distribution. Neither the Company nor any of its officers or its advisers accept liability or responsibility concerning such matters.

13.2 Class Ruling

Archer has applied to the Commissioner of Taxation ( Commissioner ) for a class ruling confirming specific income tax implications of the In-Specie Distribution for Archer Shareholders.

The final class ruling will be received from the Commissioner after the Meeting and published on the ATO website (www.ato.gov.au). The information below addresses the implications for Eligible Shareholders where demerger tax relief is available and is consistent with the submissions made in the class ruling application.

The Australian income tax outcomes for Australian resident Archer Shareholders will differ if, contrary to the position outlined in the draft class ruling application, the Commissioner rules that demerger tax relief is not available or if the Commissioner makes a determination under the anti-avoidance provisions. The following comments in clauses 13.3 to 13.8 relate to the circumstances where Commissioner concurs with the position outline in the class ruling application. In the circumstance where the Commissioner rules that demerger relief is not available but still does not make a determination under the anti-avoidance rules, the treatment is likely to be the same as described in clauses 13.5 to 13.7 (ie, the same as where a Shareholder does not obtain rollover treatment).

13.3 Receipt of iTech Shares

Generally, a receipt of the iTech Shares via an In-Specie Distribution will be a tax event for the receiving Eligible Shareholder. Taxation can arise under capital gains tax rules and as an assessable dividend, depending on the method of distribution and an Eligible Shareholder's individual circumstances.

13.4 The choice to apply rollover

Notwithstanding the receipt of iTech Shares being a tax event for an Eligible Shareholder, an Eligible Shareholder could choose to obtain a rollover under the demerger rules in Division 125 of the Income Tax Assessment Act 1997 (the 1997 Act ).

Where an Eligible Shareholder chooses to obtain a rollover, any capital gain or capital loss the Eligible Shareholder makes on the receipt of iTech Shares is disregarded. In this situation, the cost base and reduced cost base of the Eligible Shareholder's Shares in the Company just before the In-Specie Distribution must be allocated between the Eligible Shareholder's Shares in the Company and the Eligible Shareholder's iTech Shares just after completion of the In-Specie Distribution on a reasonable basis having regard to the market values of the Eligible Shareholder's Shares in the Company and the Eligible Shareholder's iTech Shares at the time of the In-Specie Distribution.

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Further, in the above circumstances, the Eligible Shareholder will not be required to include any amount in the Eligible Shareholder's assessable income as a dividend due to receiving iTech Shares.

Each Eligible Shareholder must consider their individual circumstances and independently obtain their own advice to determine whether they can choose to obtain a rollover under the demerger rules relating to their receipt of iTech Shares.

13.5 No choice to apply rollover

If a Shareholder cannot or is able and decides not to choose to obtain a rollover under the demerger rules, then the receipt of iTech Shares will be a tax event for the Shareholder.

The In-Specie Distribution will occur by the Company distributing iTech Shares in part from share capital. Accordingly, taxation will arise under the capital gains tax rules and also as an assessable dividend depending on the proportion attributed to share capital.

13.6 Capital gains tax

Where a Shareholder cannot or is able and decides not to choose to obtain a rollover under the demerger rules, the receipt of iTech Shares should be subject to the capital gains tax rules to the extent iTech Shares are distributed by the Company to Shareholders from share capital.

To this extent, the cost base of the Eligible Shareholder's Shares in the Company will be reduced. If this reduction exceeds the cost base of the Eligible Shareholder's Shares in the Company, then the Eligible Shareholder will derive a capital gain equal to the excess. The cost base of the Eligible Shareholder's Shares in the Company will be reduced to nil in these circumstances.

An Eligible Shareholder might be entitled to treat any capital gain as a discount capital gain if the Eligible Shareholder acquired their Share in the Company upon which the In-Specie Distribution is made at least 12 months before the In-Specie Distribution occurs and the Eligible Shareholder is otherwise eligible to make a discount capital gain.

13.7 Dividend

Where a Shareholder cannot or is able and decides not to choose to obtain a rollover under the demerger rules, the receipt of iTech Shares should be assessable to an Eligible Shareholder as a dividend to the extent iTech Shares are distributed by the Company to an Eligible Shareholder other than from share capital. The dividend will be unfranked.

Each Shareholder must consider their individual circumstances and independently obtain their own advice to determine whether the receipt of iTech Shares will be subject to the capital gains tax rules to the extent iTech Shares are distributed by the Company to a Shareholder from share capital.

The class ruling application the Company is submitting will seek confirmation that the Commissioner will not make a determination that sections 45, 45A or 45B of the Income Tax Assessment Act 1936 applies to the whole or any part of the demerger amount or of any capital benefit provided to the Shareholders.

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Archer Materials Limited (ACN: 123 993 233)

13.8 Taxation implications for the Company and iTech

The In-Specie Distribution is not expected to result in a taxable event for the Company or iTech, and therefore, no commentary around the potential impact is provided.

13.9 Other matters

• (a) Australian Tax File Number (TFN) and Australian Business Number (ABN)

Following the In-Specie Distribution, it is expected that Eligible Shareholders will be given the opportunity to quote their TFN, TFN exemption, or ABN regarding their iTech Shares. These numbers will not be transferred or otherwise provided to iTech. Archer Shareholders need not quote a TFN, TFN exemption or ABN in respect of their iTech Shares. However, if they do not, then TFN withholding may be required to be deducted from any dividends paid by iTech at the highest marginal tax rate plus the Medicare levy (currently 47 per cent in total).

(b) GST

No GST should be payable by Eligible Shareholders concerning their participation in the In-Specie Distribution. However, the eligibility for Eligible Shareholders to claim full or partial input tax credits regarding GST incurred on advisor fees and other costs relating to their participation in the In-Specie Distribution will depend on the individual circumstances of each Shareholder.

14. Regulatory information

• 14.1 Section 256C of the Corporations Act

The proposed reduction of capital by way of the In-Specie Distribution is an equal capital reduction. Under Section 256B of the Corporations Act, the Company may only reduce its capital if it:

• (a) is fair and reasonable to Shareholders as a whole;

• (b) does not materially prejudice the Company's ability to pay its creditors; and

• (c) is approved by Shareholders in accordance with Section 256C of the Corporations Act.

The Directors believe that the Transaction is fair and reasonable to Shareholders as a whole and does not materially prejudice the Company's ability to pay its creditors.

Under the proposed reduction of capital, each Shareholder is treated equally and in the same manner, since the terms of capital reduction are the same for each Eligible Shareholder. The In-Specie Distribution is on a pro-rata basis, and the proportionate ownership interest of each Shareholder remains the same before and after the In-Specie Distribution. Further, the Directors consider that the Transaction will not result in the Company being insolvent at the time or after the In-Specie Distribution.

In accordance with the Corporations Act:

• (d) the proposed reduction is an equal reduction and requires approval by an Ordinary Resolution passed at a general meeting of Shareholders;

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Archer Materials Limited (ACN: 123 993 233)

• (e) this Explanatory Memorandum and previous ASX announcements set out all information known to the Company that is material to the decision on how to vote on Resolution 2 as required by section 256C(4) of the Corporations Act; and

• (f) the Company has lodged with ASIC a copy of this Notice of Meeting and accompanying documentation.

14.2 Resolution 2

This document includes a statement of all the information known to the Company that is material to Shareholders in deciding how to vote on Resolution 2, as required by section 256C(4) of the Corporations Act.

14.3 ASX Listing Rule 7.17

ASX Listing Rule 7.17 provides in part that a listed entity, in offering shareholders an entitlement to securities, must offer those securities pro rata or in such other way as, in the ASX's opinion, is fair in all the circumstances. In addition, there must be no restriction on the number of securities that a shareholder holds before this entitlement accrues. The In-Specie Distribution satisfies the requirements of ASX Listing Rule 7.17, as the issue of iTech Shares is being made to Shareholders on a pro-rata basis, and there is no restriction on the number of Shares an Eligible Shareholder must hold before the entitlement to the iTech Shares accrues.

14.4 Other Material Information

There is no information material to the making of a decision by a Shareholder in the Company whether or not to approve Resolution 2 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders in the Company) other than as disclosed in this Explanatory Memorandum and all relevant Schedules. Shareholders should note that this Notice and Explanatory Memorandum is not a prospectus lodged under Chapter 6D of the Corporations Act.

14.5 Lodgement with ASIC

The Company has lodged with ASIC a copy of this Notice and Explanatory Memorandum under Section 256C(5) of the Corporations Act. ASIC and its officers take no responsibility for the contents of this Notice or the merits of the transactions to which this Notice relates. If:

• (a) Shareholders approve Resolutions 1 and 2;

• (b) the Company proceeds with the Transaction; and

• (c) the In-specie Conditions are satisfied,

the Company and iTech will have the following structure:

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Archer Materials Limited (ACN: 123 993 233)

Company structure after the Transaction and In-Specie Distribution

==> picture [452 x 98] intentionally omitted <==

14.6 Disclosure to ASX

As an entity with Shares quoted on the Official List, the Company is a disclosing entity and, as such, is subject to regular reporting and disclosure obligations. Copies of documents lodged about the Company may be obtained for a fee from, or inspected at, an office of ASIC (subject to any ongoing COVID-19 restrictions) or can be accessed at either the ASX announcements platform (www.asx.com.au) or the Company's website (www.archerx.com.au).

14.7 Voting exclusions

According to the Corporations Act and Listing Rule requirements, no specific voting exclusions apply to Resolution 2. Please refer to the Notice for details of the applicable voting exclusion applicable to Resolution 1.

14.8 Directors' Interests and Recommendations

The table below sets out the number of Archer Shares and Options held by each Director:

Director	Ordinary Shares	Options
Dr Alice McCleary	3,870,761	Nil
Greg English	8,997,618	5,000,000(1)
Ken Williams	Nil	1,500,000(2)

(1) Unlisted options with exercise price $0.1929 and expiry date 31 March 2023.

(2) Unlisted options with exercise price $0.7695 and expiry date 31 March 2024.

The table below sets out the number of iTech Shares the Directors are likely to have an interest in if Resolution 2 is passed and implemented:

Director	Approximate Number of iTech Shares each Director will receive*
Dr Alice McCleary Greg English Ken Williams	850,717 1,977,499 Nil

• Assumes a ratio of 1 iTech Share for every 4.55 Archer Shares held at the Record Date. Refer to Scenario 1 in section 9.4.

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Archer Materials Limited (ACN: 123 993 233)

14.9 Chair's voting intentions

The chair intends to exercise all available proxies in favour of Resolution 2 unless the Shareholder has expressly indicated a different voting intention.

14.10 Recommendation of Directors

Having regard to the advantages and disadvantages of the Transaction as detailed in section 5.5, each of the Directors who hold Shares intends to vote all of their Shares in favour of Resolution 2.

Each Director considers that the In-Specie Distribution is in the Company's and Shareholders' best interest based on the information available. Therefore, the Directors unanimously recommend Shareholders vote in favour of Resolution 2.

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Archer Materials Limited (ACN: 123 993 233)

15. Definitions

Adelaide time means legal time in Adelaide, South Australia.

Advanced Materials Business means the business conducted by the Company and described in section 5.1.

APPL means Archer Pastoral Company Pty Ltd (ACN 122 575 400).

Archer or the Company means Archer Exploration Limited (ABN 64 123 993 233).

Archer Information means all information contained in the Notice and Explanatory Memorandum other than iTech Information.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691).

ATO means the Australian Taxation Office.

Board means the board of Directors.

Completion and Completes means the completion of the sale and purchase of the Mineral Exploration Business as described in section 2.4.

Conditions has the meaning given in section 2.4 and a Condition can be waived by the party who has the benefit of the Condition by the giving of written notice to the other party.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Cut-Off Time means the end date for the satisfaction or waiver of the Conditions, as described in section 2.5 or such later date agreed between Archer and iTech in writing.

Demerger Relief means confirmation from the ATO that:

• (a) Eligible Shareholders may be eligible to choose to receive rollover under Division 125 of the Income Tax Assessment Act 1997 (Cth) in respect of the proposed demerger; and

• (b) the Commissioner for Taxation will not make a determination under section 45A, 45B(3)(a) or 45B(3)(b) of the Income Tax Assessment Act 1936 (Cth) in respect of Shareholders participating in the In-specie Distribution.

Director means a director of the Company.

Eligible Shareholder means a Shareholder, as at 7:00pm (Sydney time) on the Record Date, that is not an Overseas Shareholder.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

In-Specie Distribution means the pro-rata in-specie distribution of all of the iTech Consideration Shares to Shareholders, to be affected through the equal reduction of the capital of the Company the subject of Resolution 2, in accordance with the terms set out in this Explanatory Memorandum.

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Archer Materials Limited (ACN: 123 993 233)

IPO means an initial public offering of shares.

iTech means iTech Minerals Ltd (ACN 648 219 050).

iTech Board means the board of directors of iTech.

iTech Consideration Shares means the 50 million iTech Shares payable to the Company at Completion.

iTech Constitution means the constitution of iTech.

iTech Directors means a director of iTech.

iTech Information means all information regarding iTech and its related bodies corporate provided by, or on behalf of, iTech to Archer for inclusion in the Notice of Meeting, being the information in all or parts of sections 9.10, 9.12, 10, 11 and Schedule 3.

iTech IPO means an IPO to be undertaken by iTech and described in section 11.

iTech Prospectus means the prospectus to be lodged by iTech to raise funds under the iTech IPO.

iTech Shareholder means the holder of an iTech Share.

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

Listing Rules means the listing rules of ASX.

Maximum Subscription means the maximum amount to be raised under the iTech Prospectus, being $7,000,000 assuming oversubscriptions of 10,000,000 iTech Shares (a total of 35,000,000 iTech Shares) at $0.20 per iTech Share are accepted.

Meeting means the General Meeting of Shareholders to be held at 10:00 am (Adelaide time) on Monday, 30 August 2021 at the Offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia.

Mineral Exploration Business means the exploration and evaluation of the Projects by the Company.

Mineral Resources has the meaning given in The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition.

Minimum Subscription means the minimum amount to be raised under the iTech IPO, being $5,000,000.

Notice or Notice of Meeting means this Notice of General Meeting.

Official List means the official list of entities maintained by ASX.

Option means an option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

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Archer Materials Limited (ACN: 123 993 233)

Overseas Shareholder means a Shareholder who, as at 7:00pm (Sydney time) on the Record Date, is recorded in the Company’s Share register as having an address outside of Australia and New Zealand and in a jurisdiction in which Company’s directors consider, in their sole discretion, it impracticable to transfer iTech Consideration Shares to persons located in that jurisdiction due to the requirements of complying with the laws or any other requirements of any regulatory authority of that jurisdiction.

Pirie means Pirie Resources Pty Ltd (ACN 119 903 301).

Priority Offer means the priority offer to Shareholders under the iTech IPO and described in section 11.2.

Projects means the Tenements, Mineral Resources and mineral prospects that comprise the Mineral Exploration Business.

Record Date has the meaning given in section 9.6 (as amended from time to time).

Related Body Corporate has the meaning given to that term in the Corporations Act.

Resolutions means the resolutions set out in the Notice.

SAEX means SA Exploration Pty Ltd (ACN 152 429 377).

Sale Agreement means the share sale agreement dated 12 April 2021 between the Company and iTech for the sale and purchase of all of the shares in SAEX, Pirie and APPL (as amended from time to time).

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

Shareholder means a holder of a Share.

Sydney time means legal time in Sydney, New South Wales.

Tenements means the mineral tenements held by SAEX, APPL and Pirie and described in Schedule 1.

Transaction means the sale and purchase of the Mineral Exploration Business, described in and subject to the Sale Agreement's terms.

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Archer Materials Limited (ACN: 123 993 233)

Schedule 1 List of tenements

The following tenements ( Tenements ) comprise the Mineral Exploration Business.

Part 1 – Exploration Licence Applications (South Australia)

Id	Name	Applicant
ELA116/2020	Royal Charlie	SAEX
ELA122/2020	Billa Kalina	SAEX
ELA162/2020	Murray	APC

Part 2 – South Australia Tenements

Id	Name	Holder of tenement
EL5769	Napoleons Hat	SAEX
EL5794	Blue Hills	SAEX
EL5935	Whyte Yarcowie	SAEX
EL6000	Pine Creek	SAEX
EL6029	Altimeter	SAEX
EL6160	Franklyn	SAEX
EL6287	Peterborough	SAEX
EL6354	Bendigo	SAEX
EL6351	Burra North	SAEX
EL6605	Kings Bluff	SAEX
ML6470	Campoona Shaft	PRPL
MPL150	Sugarloaf	PRPL
MPL151	Pindari	PRPL
EL5791	Cockabidnie	SAEX
EL5804	Wildhorse Plains	SAEX
EL5870	Carpie Puntha	SAEX
EL6363	North Cowell	SAEX
EL6478	Caralue Bluff	SAEX

Part 3 – New South Wales Tenements

Id		Holder of tenement
	Name
EPM8871	Crowie Creek	SAEX
EPM8894	Stanthorpe	SAEX

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Archer Materials Limited (ACN: 123 993 233)

Schedule 2 Financial Information of Archer Materials Limited

If Resolution 2 is approved, the reduction of capital and pro-rata In-Specie Distribution of iTech Shares will have the effect of reducing the Company's net assets and contributed equity by $10,000,000.

Archer is developing the Advanced Materials Business and the Mineral Exploration Business and in the ordinary course of business the Company does not sell any products or goods or generate any annual revenue. During the period 1 July 2020 to the date of this Notice, the Company spent $309,000 in relation to exploring the Projects. The Company will no longer have to spend any money on the Tenements if the Transaction is approved under Resolution 1.

To illustrate the effect of the return of capital on the financial position of the Company, the pro forma statement of financial position (unaudited) set out below has been based on the Company's statement of financial position as of 31 December 2020 (reviewed) adjusted to reflect the impact of the Transaction and In-Specie Distribution of iTech Shares to Archer Shareholders.

	Reviewed	Pro Forma Adjustments	Pro Forma
	31-Dec-20		31-Dec-20
	$		$
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	6,931,514		6,931,514
Trade Receivables and Other
Receivables	32,208		32,208
Prepayments	46,819		46,819
Investments	1,530,286		1,530,286
Non-current assets held for sale	316,424		316,424
TOTAL CURRENT ASSETS	8,857,251	0	8,857,251
NON-CURRENT ASSETS
Exploration and Evaluation Assets	10,000,000	(10,000,000)	0
Intangible assets	109,170		109,170
Property, plant and equipment	66,532		66,532
TOTAL NON-CURRENT ASSETS	10,175,702	(10,000,000)	175,702
TOTAL ASSETS	19,032,953	(10,000,000)	9,032,953
LIABILITIES
CURRENT LIABILITIES
Trade Payables and Other Payables	143,482		143,482
Deposit received in advance for the
sale of assets	50,000		50,000
Employee entitlements	102,649		102,649
TOTAL CURRENT LIABILITIES	296,131	0	296,131
NON-CURRENT LIABILITIES
Employee entitlements	53,301		53,301
TOTAL NON-CURRENT
LIABILITIES	53,301	0	53,301
TOTAL LIABILITIES	349,432	0	349,432
NET ASSETS	18,683,521	(10,000,000)	8,683,521
EQUITY
Issued Capital	32,636,044	(10,000,000)	22,636,044
Reserves	1,641,250		1,641,250
Retained Losses	(15,593,773)		(15,593,773)
TOTAL EQUITY	18,683,521	(10,000,000)	8,683,521

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Archer Materials Limited (ACN: 123 993 233)

Schedule 3 Financial Information of iTech Minerals Ltd

The table below sets out the reviewed historical statement of the financial position of iTech, the pro forma adjustments that have been made to iTech (further described at the end of the table) and the pro forma consolidated statement of financial position at 31 May 2021.

The pro forma statement of financial position is provided for illustrative purposes only and is not represented as being necessarily indicative of iTech’s view of its future financial position.

31 May 2021 Reviewed	Pro Forma Minimum $5M Pro Forma Maximum $7M
$’000
ASSETS CURRENT ASSETS Cash and Cash Equivalents 622 Prepayments 54 Trade Receivables and Other Receivables 5	4,847 6,661 - - - -
TOTAL CURRENT ASSETS 681 NON-CURRENT ASSETS Exploration and Evaluation Expenditure -	4,847 6,661 10,000 10,000
TOTAL NON-CURRENT ASSETS -	10,000 10,000
TOTAL ASSETS 681	14,847 16,661
LIABILITIES CURRENT LIABILITIES Trade Payables and Other Payables (33)	- -
TOTAL CURRENT LIABILITIES (33)	- -
TOTAL LIABILITIES (33)	- -
NET ASSETS 648	14,847 16,661
EQUITY Issued Capital 654 Retained Losses (6)	15,127 17,144 (280) (483)

1 Pro Forma Transactions

The following transactions contemplated in iTech IPO, which are to occur on or before the completion of the iTech IPO, referred to as the pro forma adjustments above, are presented as if they, together with the iTech IPO, had occurred after 31 May 2021 and are set out below.

1.1 The iTech IPO

The issue of 25 million iTech Shares at an issue price of $0.20 per share, amounting to $5 million under the Minimum Subscription and a total of 35 million iTech Shares at an issue price of $0.20 per share, amounting to $7 million under the Maximum Subscription.

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Archer Materials Limited (ACN: 123 993 233)

1.2 iTech Consideration Shares:

The issue of 50 million iTech Shares to the Company under the Sale Agreement. Eligible Shareholders will ultimately receive the iTech Consideration Shares following the InSpecie Distribution.

1.3 Offer costs

Total expenses associated with the iTech IPO (including broking, legal, accounting and administrative fees, printing, advertising, and other expenses) are estimated to be $851,807 (exclusive of GST) under the Minimum Subscription and $984,003 under the Maximum Subscription. Those costs which directly related to the issue of new shares have been offset against contributed equity, while the remaining costs have been expensed to the profit and loss account as detailed as follows (some of the costs were incurred up to 31 May 2021):

	Minimum	Maximum
	Subscription	Subscription
	$’000	$’000
Offset against contributed equity	578	727
Expensed to profit and loss	274	257
Total	852	984

1.4 Offer Share costs

An amount of $50,000 of offer broking costs will be paid via the issue of 250,000 iTech Shares at a price of $0.20 per iTech Share.

1.5 Working capital

An amount of $27,361 has been adjusted for payables and receivables as of 31 May 2021.

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==> picture [85 x 32] intentionally omitted <==

Archer Materials Limited ABN: 64 123 993 233

Need assistance?

Phone:

1300 738 349 (within Australia) +61 (3) 9415 4649 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (Adelaide time) on Saturday, 28 August 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

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

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

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

Lodge your vote online at

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

Your secure access information is

Control Number: 185315

SRN/HIN:

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

277878_0_COSMOS_Sample_Proxy/000001/000001/i

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

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Archer Materials Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Archer Materials Limited to be held at the Offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, SA 5000 on Monday, 30 August 2021 at 10:00 AM (Adelaide time) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

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

For Against Abstain

Resolution 1 Approval for the Sale of the Mineral Exploration Business

Resolution 2 Approval for a reduction of capital and pro-rata In-Specie Distribution of iTech Shares

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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

AXE