ARGENT MINERALS LIMITED — Proxy Solicitation & Information Statement 2023

Jul 5, 2023

ARGENT MINERALS LIMITED

ACN 124 780 276

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am WST DATE : Friday, 11 August 2023 PLACE : BDO Australia Level 9, Tower 2, 5 Spring Street Perth WA 6000

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

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

Should you wish to discuss any matter please do not hesitate to contact the Company on +61 8 6311 2818.

ARGENT MINERALS LIMITED

ACN 124 780 276

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Argent Minerals Limited ( Company ) will be held at BDO Australia, Level 9, Tower 2, 5 Spring Street, Perth, Western Australia on 11 August 2023 at 11:00am (WST) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 9 August 2023 at 11:00am (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 6.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES UNDER LISTING RULE 7.1 CAPACITY

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 2,222,881 Shares to Ian Shackleton on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ian Shackleton or an associates of that person.

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

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

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

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

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

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

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2. RESOLUTION 2 – APPROVAL TO GRANT ADVISER OPTIONS TO LEAD MANAGER

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the grant of up to 8,000,000 Adviser Options to the Lead Manager on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Lead Manager and its nominees or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) or any associates of those persons.

However, the Company will not disregard a vote cast in favour of this Resolution by:

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

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

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

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

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

3. RESOLUTION 3 – APPROVAL TO GRANT PERFORMANCE RIGHTS TO CONRAD KARAGEORGE

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of 3,500,000 Performance Rights to Conrad Karageorge (or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Conrad Karageorge and his nominees and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any associates of those persons.

However, the Company will not disregard a vote cast in favour of this Resolution by:

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

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

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

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• (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.

Dated: 5 July 2023

By order of the Board

Johnathon Busing Company Secretary

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ARGENT MINERALS LIMITED

ACN 124 780 276

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at BDO Australia, Level 9, Tower 2, 5 Spring Street, Perth, Western Australia on 11 August 2023 at 11:00am (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

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

2. ACTION TO BE TAKEN BY SHAREHOLDERS

2.1 Voting in person

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

2.2 Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on +61 8 6311 2818.

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3. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES UNDER LISTING RULE 7.1 CAPACITY

3.1 General

The Company and Ian Shackleton agreed to settle outstanding fees owed to Mr Shackleton for geological consulting services provided to the Company by the issue of 2,222,881 Shares (at an agreed issue price of $0.0167 representing approximately $37,200).

The Company completed the issue of Shares to Mr Shackleton on 3 March 2023 using the Company’s existing placement capacity under Listing Rule 7.1.

3.2 Listing Rule 7.1 and 7.1A

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12-month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made pursuant to Listing Rule 7.1. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

Accordingly, Resolution 1 seeks Shareholder ratification of the issue of 2,222,881 Shares issued to Ian Shackleton pursuant to the Company's 15% capacity under Listing Rule 7.1 under and for the purposes of Listing Rule 7.4.

3.3 Information required by Listing Rule 14.1A

If Resolution 1 is passed, the issue of the Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Shares or during the balance of the 12 months from the date of the Company’s 2022 Annual General Meeting (as applicable).

If Resolution 1 is not passed, the issue of the Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Shares or during the balance of the 12 months from the date of the Company’s 2022 Annual General Meeting (as applicable).

Resolution 1 is an ordinary resolution.

3.4

Information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) 2,222,881 Shares were issued pursuant to the Company's 15% capacity under Listing Rule 7.1 on 3 March 2023. Ratification of the issue of these Shares is being sought pursuant to Resolution 1.

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• (b) The Shares were issued to Ian Shackleton, who is not a related party or substantial holder of the Company, a member of the Company's key management personnel or an associate of any of those persons.

• (c) The Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Shares were issued at $0.0167 each.

• (e) The Shares were issued for nil cash consideration in lieu of approximately $37,200 owing to Mr Shackleton for past geological consulting services provided to the Company. Accordingly, no funds were raised from the issue of the Shares.

• (f) The Shares were not issued pursuant to an agreement.

• (g) A voting exclusion statement is included in the Notice.

4. RESOLUTION 2 - APPROVAL TO GRANT ADVISER OPTIONS TO LEAD MANAGER

4.1 General

On 9 November 2022, the Company announced that it had received binding commitments from institutional, sophisticated and professional investors to raise $3 million (before costs) via the issue of 200,000,000 Shares at $0.015 per Share with one free attaching option for every two shares applied for in the placement ( Placement ). The Shares issued under the Placement were issued on 9 November 2022 and the options were issued on 5 December 2022 following shareholder approval at the Company’s 2022 Annual General Meeting.

The Lead Manager acted as the sole lead manager for the Placement. In accordance with the corporate adviser and lead manager mandate, the Company agreed to pay capital raising fees of 6% on the proceeds raised under the Placement to the Lead Manager (with 4% selling fees to be passed onto other brokers that participated in the Placement) and a monthly corporate advisor retainer fee of $5,000 (plus GST) per month for a term of 6-months commencing 1 November 2022.

The Company also agreed to issue 8,000,000 Adviser Options (each exercisable at $0.04 and expiring 2 years after grant) to the Lead Manager (or its nominee) subject to Shareholder approval pursuant to Resolution 2.

A summary of Listing Rule 7.1 is provided in Section 3.2.

Resolution 2 seeks the required Shareholder approval for the grant of the Advisor Options under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the grant of 8,000,000 Adviser Options to the Lead Manager. In addition, the grant of the Adviser Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, then the Company will not be able to proceed with the grant of the Adviser Options to the Lead Manager and the Company will need to negotiate an alternative fee arrangement with the Lead Manager for the lead manager services provided.

4.2 Information required by Listing Rule 7.3

The following information is provided for the purposes of Listing Rule 7.3:

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• (a) The Adviser Options will be granted to the Lead Manager (or its nominees).

• (b) The maximum number of Adviser Options the Company may grant under Resolution 2 is 8,000,000.

• (c) The Adviser Options are each exercisable at $0.04 on or before the date that is 2 years from the date of grant. Full terms and conditions of the Adviser Options are set out in Schedule 1. Shares issued on exercise of the Adviser Options will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (d) The Adviser Options may be granted no later than three months after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).

• (e) The Adviser Options will be granted for nil consideration as they are being granted in consideration of the lead manager services provided by the Lead Manager. Accordingly, no funds will be raised from the grant of the Adviser Options.

• (f) The material terms of the agreement reached with the Lead Manager is set out in Section 4.1.

• (g) A voting exclusion statement is included in the Notice.

5. RESOLUTION 3 – APPROVAL TO GRANT PERFORMANCE RIGHTS TO CONRAD KARAGEORGE

5.1 Background

On 19 December 2022, the Company announced the appointment of Conrad Karageorge as NonExecutive Director. The key terms of Mr Karageorge’s letter of appointment are set out below:

• Start date : 19 December 2022

• Salary : $42,000 (exclusive of GST).

• Equity Incentives :

• 1,500,000 Class A Performance Rights vesting on the 20-day VWAP of the Company’s Shares reaching $0.05 expiring 30 November 2026.

• 500,000 Class B Performance Rights vesting on the 20-day VWAP of the Company’s Shares reaching $0.05 expiring 30 November 2027.

• 1,500,000 Class C Performance Rights vesting on the 20-day VWAP of the Company’s Shares reaching $0.055 expiring 30 November 2026.

Resolution 3 seeks Shareholder approval for the issue of the Performance Rights to Mr Karageorge.

Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders. Mr Karageorge is a related party of the Company by virtue of being a Director. The grant of the Performance Rights to Mr Karageorge will fall within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. The issue therefore requires Shareholder approval pursuant to Listing Rule 10.11.

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Resolution 3 seeks the required Shareholder approval to grant the Performance Rights to Mr Karageorge under and for the purposes of 10.11. If Resolution 3 is passed, the Company will issue the Performance Rights to Mr Karageorge. If Resolution 3 is not passed, the Company will not issue the Performance Rights to Mr Karageorge and will need to determine an alternative form of incentives for him.

Resolution 3 is an ordinary resolution.

Mr Karageorge interests in the securities of the Company as at the date of this Notice are set out in the table below:

	Position	Shares	Options	Performance Rights
Conrad Karageorge Non- Executive Director		666,6661	Nil	Nil
Notes:
1.	Shares held indirectly by High Fidelity Capital Pty Ltd , an entity which
	Mr Karageorge is a director.

5.2 Chapter 2E of the Corporations Act

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

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

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

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

The grant of the Performance Rights to Mr Karageorge pursuant to Resolution 3 constitutes giving a financial benefit and Mr Karageorge is a related party of the Company by virtue of being a Director.

After a review of publicly available information relating to the remuneration structures of ASX listed companies, including those operating in the resources exploration industry, the Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of issue of the Performance Rights because the issue is considered reasonable remuneration in the circumstances.

5.3 Information required by Listing Rule 10.13

The following information is provided for the purposes of Listing Rule 10.15:

• (a) The Performance Rights will be issued to Conrad Karageorge (or his nominee).

• (b) Approval is required to grant the Performance Rights to Mr Karageorge as he falls within Listing Rule 10.11.1 by virtue of being a Director.

• (c) The maximum number of securities the Company may issue to Mr Karageorge under Resolution 3 is 3,500,000 Performance Rights (comprising 1,500,000 Class A Performance Rights, 500,000 Class B Performance Rights and 1,500,000 Class C Performance Rights).

• (d) The Performance Rights are issued on the terms and conditions in Schedule 2. Shares issued on exercise of the Performance Rights will be fully paid ordinary shares in the

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capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (e) Mr Karageorge currently receives $42,000 (exclusive of GST) per annum as remuneration for his position as Non-Executive Director.

• (f) The Performance Rights may be granted no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (g) The Performance Rights will be issued for nil cash consideration as they are being issued to Mr Karageorge as incentive-based remuneration in connection with appointment as Non-Executive Director. Accordingly, no funds will be raised from the issue of the Performance Rights.

• (h) The value of Performance Rights to be issued and the valuation methodology are set out in Schedule 3.

• (i) The Performance Rights to be issued to Mr Karageorge are being issued pursuant to Mr Karageorge’s letter of appointment. A summary of material terms of the letter of appointment is set out in Section 5.1.

• (j) A voting exclusion statement is included in this Notice.

6. DEFINITIONS

$ means Australian dollars.

Adviser Option means the option to acquire a Share on the terms and conditions in Schedule 1.

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

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Class A Performance Right , Class B Performance Right and Class C Performance Right have the meanings given to those terms in Schedule 2.

Company means Argent Minerals Limited (ACN 124 780 276).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Lead Manager means Merchant Corporate Advisory Australia Pty Ltd (ACN 638 586 428).

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Performance Right means the right to acquire a Share on the terms and conditions in Schedule 2.

Placement has the meaning given to that term in Section 4.1.

Proxy Form means the proxy form accompanying the Notice.

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

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Section means a section of the Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of a Share. Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules. VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia. In this Notice, words importing the singular include the plural and vice versa.

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SCHEDULE 1 – TERMS AND CONDITIONS OF ADVISER OPTIONS

(a) Entitlement

Each Adviser Option ( Option ) entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.04 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date which is 2 years after grant ( Expiry Date ). A Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the holding statement ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• i. issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• ii. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Options does not require disclosure to investors; and

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

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

(h) Shares issued on exercise

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

• (i) Reconstruction of capital

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

(j) Participation in new issues

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

(k) Change in exercise price

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

(l) Transferability

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

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SCHEDULE 2 – TERMS AND CONDTIONS OF PERFOMANCE RIGHTS

1. Definitions

In these terms and conditions, unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691 or, where the context requires, the financial market operated by it.

Board means the board of directors of the Company.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth, Australia.

Change of Control Event has the meaning given in condition 14(b).

Company means Argent Minerals Ltd ACN 124 780 276.

Corporations Act means the Corporations Act 2001 (Cth).

Expiry Date means 5pm (WST) on the date set out in condition 3.

Holder means a holder of a Performance Right.

Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Performance Right means the right to acquire a Share on these terms and conditions.

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

Vesting Condition has the meaning given in condition 3.

VWAP means volume weighted average price.

2. Performance Rights

Each Performance Right is a right of the Holder (and/or its nominees) to acquire a Share subject to these terms and conditions.

3. Vesting Condition

Performance Rights will vest on the achievement of the following milestones (Vesting Conditions):

Name	Performance Milestone	Expiry Date
Class A Performance Right	The VWAP of the Company’s Shares over 20 consecutive trading days (on which Shares have actually traded) being at least $0.05 by the Expiry Date.	30 November 2026
Class B Performance Right	The VWAP of the Company’s Shares over 20 consecutive trading days (on which Shares have actually traded) being at least $0.05 by the Expiry Date.	30 November 2027
Class C Performance Right	The VWAP of the Company’s Shares over 20 consecutive trading days (on which Shares have actually traded) being at least $0.055 by the Expiry Date.	30 November 2026

4. Exercise

Upon the Vesting Condition being satisfied, the Holder may exercise a Performance Right by delivering a written notice of exercise (Notice of Exercise) to the Company Secretary at any time prior to the Expiry Date. The Holder is not required to pay a fee in order to exercise Performance Rights.

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5. Expiry

Any Performance Rights that have not been exercised prior to the Expiry Date will automatically expire on the Expiry Date.

6. Transfer

A Performance Right is not transferable.

7. Entitlements and bonus issues

The holder of a Performance Right will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

8. Reorganisation of capital

In the event that the issued capital of the Company is reconstructed, all the Holder's rights will be changed to the extent necessary to comply with the Listing Rules at the time of reorganisation provided that, subject to compliance with the Listing Rules, following such reorganisation the Holder's economic and other rights are not diminished or terminated.

9. Right to receive Notices and attend general meetings

Each Performance Right confers on the Holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to Shareholders. A Holder has the right to attend general meetings of the Company.

10. Voting rights

A Performance Right does not entitle the Holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the Listing Rules where such rights cannot be excluded by these terms.

11. Dividend rights

A Performance Right does not entitle the Holder to any dividends.

12. Return of capital rights

The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

13. Rights on winding up

The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

14. Change in control

• (a) If prior to the earlier of the conversion or the Expiry Date a Change in Control Event occurs, then each Performance Right will automatically and immediately convert into a Share. However, if the number of Shares to be issued as a result of the conversion of the Performance Rights is in excess of 10% of the total fully diluted share capital of the Company at the time of the conversion, then the number of Performance Rights to be converted will be reduced so that the aggregate number of Shares to be issued on conversion of the Performance Rights is equal to 10% of the entire fully diluted share capital of the Company.

• (b) A Change of Control Event occurs when:

• iv. takeover bid: the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of more than 50.1% of shares and that takeover bid has become unconditional; or

• v. scheme of arrangement: the announcement by the Company that the Shareholders have at a Court-convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Company securities are to be either cancelled transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement.

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• (c) The Company must ensure the allocation of shares issued under sub- paragraph (a) is on a pro rata basis to all Holders in respect of their respective holdings of Performance Rights and all remaining Performance Rights held by each Holder will remain on issue until conversion or expiry in accordance with the terms and conditions set out herein.

15. Timing of issue of Shares on exercise

Within 10 Business Days of receiving an Exercise Notice, the Company will:

• (a) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise;

• (b) if required, give ASX a notice that complies with section 708A(5) (e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

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

16. Ceasing to be engaged by the Company

If a Performance Right holder ceases to be employed or engaged with the Company, the holder will continue to have legal ownership of all Performance Rights that remain unvested from the date of termination until the date which is 1 month from the date of termination. On the date which is 1 month from termination, unless the Board determines otherwise, any Performance Rights that remain unvested will be forfeited by the holder and cancelled by the Company. For the avoidance of doubt, if any Performance Rights vest during the 1 month period, those performance Rights may be exercised by the holder and converted into shares in accordance with these terms and conditions.

17. Compliance with law

The conversion of the Performance Rights is subject to compliance at all times with the Corporations Act and the Listing Rules.

18. Application to ASX

Performance Rights will not be quoted on ASX. On conversion of Performance Rights into Shares, the Company will within five (5) Business Days after the conversion, apply for official quotation on ASX of the Shares issued upon such conversion.

19. Ranking of Shares

Shares into which the Performance Rights will convert will rank parri passu in all respects with existing Shares.

20. No other rights

A Performance Right does not give a Holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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SCHEDULE 3 – VALUATION OF PERFORMANCE RIGHTS

The indicative value of the Performance Rights set out below is the maximum value assuming that all Performance Milestones will be achieved before the expiry date of such incentive securities. The Black & Scholes option pricing model and the assumptions set out below have been used to determine the indicative values of the Performance Rights.

Performance Rights:

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Assumptions: Class A and Class C Class B
Valuation date 5 July 2023 5 July 2023
Market price of Shares $0.13 $0.13
Exercise price Nil Nil
Expiry date 30 November 2026 30 November 2027
Risk free interest rate 4.10% 4.10%
Expected volatility 100% 100%
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Indicative value of the Performance Rights to be issued:

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Indicative value per Indicative value of
incentive security Performance Rights
to be issued to
Conrad Karageorge
Class A Performance Rights $0.013 $19,500
Class B Performance Rights $0.013 $6,500
Class C Performance Rights $0.013 $19,500
Total Value $45,500
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Note: The indicative value noted above are not necessarily the market prices that the Performance Rights could be traded at and they are not automatically the market prices for taxation purposes.

16

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Argent Minerals Limited | ACN 124 780 276

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

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Your proxy voting instruction must be received by 11.00am (WST) on Wednesday, 9 August 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

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

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

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online:

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

or scan the QR code below using your smartphone

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

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the General Meeting of Argent Minerals Limited, to be held at 11.00am (WST) on Friday, 11 August 2023 at BDO Australia Level 9, Tower 2, 5 Spring Street Perth WA 6000 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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STEP 2 – Your voting direction

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Resolutions For Against Abstain
1. Ratification of issue of Shares under Listing Rule 7.1 capacity
2. Approval to grant Advisor Options to Lead Manager
3. Approval to Grant Performance Rights to Conrad Karageorge
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
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