ARGENT MINERALS LIMITED — Proxy Solicitation & Information Statement 2024

Aug 7, 2024

ARGENT MINERALS LIMITED

ACN 124 780 276

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am WST DATE : 10 September 2024 PLACE : Level 2, 7 Havelock Street West Perth WA 6005

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 Level 2, 7 Havelock Street, West Perth Western Australia on 10 September 2024 at 10:00am (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 8 September 2024 at 10:00am (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF PLACEMENT 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 138,888,888 Shares to the Placement Participants 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 Placement Participants or an associates of those persons.

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 ISSUE BROKER 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 issue of up to 10,000,000 Broker 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 PHILLIP HALL

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 and authorise the grant of 3,000,000 Performance Rights (comprising 2,000,000 Class I Performance Rights and 1,000,000 Class J Performance Rights) to Phillip Hall (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 Phillip Hall, 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:

• (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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Dated: 8 August 2024

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 Level 2, 7 Havelock Street, West Perth Western Australia on 10 September 2024 at 10:00am (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

General

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.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 if:

• the proxy is either:

• a member of the Key Management Personnel; or

• a Closely Related Party of such member; and

• the appointment does not specify the way the proxy is to vote on Resolution 3.



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However, the above prohibition does not apply if:

• the proxy is the Chair; and

• the appointment expressly authorises the Chair to exercise the proxy even though Resolution 3 is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Power of Attorney

If the Proxy Form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the Proxy Form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

2.3 Further information

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.

3. PLACEMENT

On 3 June 2024, the Company announced it had received firm commitments from sophisticated, institutional and professional investors to raise $2.5 million (before costs) via the issue of 138,888,888 Shares ( Placement Shares ) at $0.018 each ( Placement ).

The Placement Shares were issued on 13 June 2024 to the Placement Participants using the Company’s existing placement capacity under Listing Rule 7.1.

Merchant Capital Partners Pty Ltd ( Lead Manager ) acted as Lead Manager to the Placement. The Lead Manager received capital raising fees totalling 6% of funds raised under the Placement. The Company also agreed to issue 10,000,000 Broker Options to the Lead Manager (or its nominees), subject to Shareholder approval, as additional fees for providing lead manager and capital raising services.

Funds raised from the Placement have or will be used to advance the Company’s 100% owned Kempfield project located in NSW and its Copperhead Project located in WA, including RC drilling and an updated mineral resource estimate at Kempfield and trenching and drilling at Copperhead, as well as for the Company’s general working capital purposes.

Resolution 1 seeks Shareholder ratification of the prior issue of the Placement Shares for the purposes of Listing Rule 7.4.

Resolution 2 seeks Shareholder approval to issue the Broker Options to the Lead Manager (or its nominee) for the purposes of Listing Rule 7.1.

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

4.1 General

The background to the Placement is set out in Section 3.

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4.2 Listing Rule 7.1

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 prior issue of the Placement Shares to the Placement Participants pursuant to the Company's 15% capacity under Listing Rule 7.1 under and for the purposes of Listing Rule 7.4.

4.3 Information required by Listing Rule 14.1A

If Resolution 1 is passed, the issue of the Placement 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 2023 Annual General Meeting (as applicable).

If Resolution 1 is not passed, the issue of the Placement 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 2023 Annual General Meeting (as applicable).

Resolution 1 is an ordinary resolution.

4.4 Information required by Listing Rule 7.5

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

• (a) 138,888,888 Shares were issued on 13 June 2024.

• (b) The Placement Shares were issued to the Placement Participants. None of the Placement Participants are a related party or substantial holder of the Company, a member of the Company's key management personnel, an advisor or an associate of any of those persons.

• (c) The Placement 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 $0.018 each.

• (e) The Placement raised a total of $2,500,000 (before costs). Funds raised under the Placement have or will be used for the purposes set out in Section 3.

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

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

5. RESOLUTION 2 – APPROVAL TO ISSUE BROKER OPTIONS TO LEAD MANAGER

5.1 General

As set out in Section 3, the Company has agreed to issue 10,000,000 Broker Options (each exercisable at $0.036 and expiring 3 years after issue) to the Lead Manager (or its nominee), subject to Shareholder approval.

A summary of Listing Rule 7.1 is set out in Section 4.2.

Resolution 2 seeks Shareholder approval for the issue of Broker Options to the Lead Manager under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of 10,000,000 Broker Options to the Lead Manager. In addition, the issue of Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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

5.2

Information required by Listing Rule 7.3

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

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

• (b) The maximum number of securities the Company may issue under Resolution 2 is 10,000,000 Broker Options.

• (c) The Broker Options are each exercisable at $0.036 on or before the date that is 3 years from the date of issue. Full terms and conditions of the Broker Options are set out in Schedule 1. Shares issued on exercise of the Broker 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 Broker Options will be issued 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 Broker Options will be issued for nil consideration as they are being issued as part of the fees payable for lead manager and capital raising services provided by the Lead Manager. Accordingly, no funds will be raised from the issue of Broker Options. A total of $360,000 will be raised if all Broker Options are exercised. As at the date of this Notice, the Company intends to apply any funds raised from exercise of the Broker Options to advancing the Company’s Kempfield and Copperhead Projects and for general working capital purposes.

• (f) The material terms of the agreement reached with the Lead Manager are set out in Section 3.

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

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6. RESOLUTION 3 – APPROVAL TO GRANT PERFORMANCE RIGHTS TO PHILLIP HALL

6.1 General

It is proposed, subject to Shareholder approval, that a total of 3,000,000 Performance Rights (comprising 2,000,000 Class I Performance Rights and 1,000,000 Class J Performance Rights) be grated to Phillip Hall (or his nominees).

Mr Hall was appointed as a Non-Executive Director on 1 July 2024. Mr Hall’s appointment adds significant experience developing resource and infrastructure projects across Australia and Asia to the Board. Mr Hall also brings diverse experience including project technical and commercial analysis, project strategy, infrastructure and civil contracting, project management and development.

6.2 Listing Rule 10.11

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

• a related party;

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

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

• an associate of a person referred to in paragraphs (a) to (c) above; or

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

unless it obtains the approval of its shareholders.

Mr Hall is a related party of the Company by virtue of being a Director. The grant of Performance Rights to Mr Hall falls 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.

Resolution 3 seeks the required Shareholder approval to grant the above Performance Rights to Mr Hall under and for the purposes of 10.11. If Resolution 3 is passed, the Company will issue the above Performance Rights to Mr Hall (or his nominees). If Resolution 3 is not passed, the Company will not issue Performance Rights to Mr Hall and may need to determine an alternative form of incentive based remuneration for Mr Hall.

Resolution 3 is an ordinary resolution.

6.3 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:

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• (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 issue of Performance Rights to Mr Hall (or their nominees) pursuant to Resolution 3 constitutes the giving of a financial benefit to a related party of the Company. The Board, other than Mr Hall, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the proposed issue of Performance Rights is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

6.4 Board recommendation

In the interests of good corporate practice consistent with ASIC Regulatory Guide 76 (Table 2) for directors to avoid making a recommendation on resolutions about each other’s remuneration (as there may be a conflict of interest), the Board does not consider it appropriate to give a recommendation on Resolution 3.

6.5 Information required by Listing Rule 10.13

The following information is provided for the purposes of Listing Rule 10.13 and section 219 of the Corporations Act:

• (a) Performance Rights will be issued to Phillip Hall (or his nominees).

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

• (c) The maximum number of securities the Company may issue to Mr Hall (or his nominees) is a total of 3,000,000 Performance Rights (comprising 2,000,000 Class I Performance Rights and 1,000,000 Class J Performance Rights).

• (d) The Performance Rights will be issued on the terms and conditions in Schedule 2. Shares issued on conversion of the Performance Rights 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.

• (e) The Performance Rights will 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).

• (f) The Performance Rights will be issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Performance Rights.

• (g) The Performance Rights are being issued to Mr Hall as incentive-based remuneration in connection with his role Non-Executive Director to further align his interests with those of Shareholders, to motivate and reward the performance of Mr Hall in his role and to provide a cost effective way for the Company to remunerate Mr Hall, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration given to Mr Hall.

• (h) The Performance Rights are unquoted securities. The Company has chosen to issue Performance Rights to Mr Hall for the following reasons:

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• (i) the Performance Rights are unquoted rights to receive Shares on satisfaction of applicable performance milestones, therefore the issue of the Performance Rights has no immediate dilutionary impact on Shareholders;

• (ii) the performance milestones attaching to the Performance Rights will align the interests of the recipient with those of Shareholders; and

• (iii) it is not considered that there are any significant opportunity costs to the Company of benefits foregone by the Company in issuing the Performance Rights on the terms proposed.

• (i) The number of Performance Rights to be issued to Mr Hall has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) Mr Hall’s total remuneration (including that the cash component of his remuneration is at the lower end of the typical range for Non-Executive Director fees for companies of a similar size); and

• (iii) incentives to attract and ensure continuity of service/retain the services of Mr Hall who has appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

• (j) Mr Hall is entitled to receive directors fees of $42,000 per annum for acting as NonExecutive Director. As noted in Section 6.1, Mr Hall was appointed as a Director on 1 July 2024.

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

• (l) The relevant interests of Mr Hall in the securities of the Company as at the date of this Notice are as follows:

Shares		Options	Performance Rights
6,806,8981		-	-
Notes:
1.	Indirectly held by Ground Risk Pty Ltd , of which Mr Hall is a beneficiary.

• (m) If Resolution 3 is approved by Shareholders, the relevant interest of Mr Hall in the securities of the Company will increase by 3,000,000 Performance Rights.

• (n) If the Performance Rights issued to Mr Hall are converted into Shares, a total of 3,000,000 Shares would be issued. This will increase the number of Shares on issue from 1,433,425,666 (being the total number of Shares on issue as at the date of this Notice) to 1,436,425,666 (assuming that no Shares are issued and no convertible securities are exercised or convert into Shares) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 0.21%.

• (o) The Performance Rights to be issued to Mr Hall are not being issued pursuant to an agreement.

• (p) The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

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	Price	Date
Highest	$0.023	28 May 2024
Lowest	$0.013	27 June 2024
Last	$0.014	6 August 2024

(q) The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolution 3.

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

7. DEFINITIONS

$ means Australian dollars.

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

Board means the current board of directors of the Company.

Broker Option means an Option issued on the terms and conditions in Schedule 1.

Chair means the chair of the Meeting.

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 has the meaning given in Section 3.

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 in Section 3.

Placement Shares has the meaning given in Section 3.

Placement Participants means various professional, institutional and sophisticated investors who are existing clients of the Lead Manager or other participating brokers in the Placement.

Proxy Form means the proxy form accompanying the Notice.

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.

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 BROKER OPTIONS

(a) Entitlement

Each Broker 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 $0.036 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date which is 3 years after grant ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the 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.

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(i) Reconstruction of capital

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 Listing Rules at the time of the reconstruction.

(j) Participation in new issues

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

(k) Change in exercise price

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

(l) Transferability

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

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE 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 I Performance Right	The Company announcing completion of 1,500 metres of drilling at the Copperhead Project by 14 February 2026.	14 February 2029
Class J Performance Right	The VWAP of the Company’s Shares over 20 consecutive trading days (on which Shares have actually traded) being at least $0.04 by the Expiry Date.	14 February 2029

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.

5. Expiry

Any Performance Rights that have not been exercised prior to the Expiry Date will automatically expire on the Expiry Date or earlier if a Performance Milestone becomes incapable of being satisfied (as determined by the Board).

6. Transfer

A Performance Right is not transferable.

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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.

• (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:

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• (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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----- Start of picture text -----

Class I Class J
Valuation date 6 August 2024 6 August 2024
Market price of Shares $0.014 $0.014
Exercise price Nil Nil
Expiry date 2 years 5 years
Risk free interest rate 4.12% 4.12%
Expected volatility 80% 80%
Value $0.014 $0.014
----- End of picture text -----

Indicative value of the Performance Rights to be issued:

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----- Start of picture text -----

Indicative value of
Performance Rights
to be issued
Class I Performance Rights $28,000
Class J Performance Rights $14,000
Total Value $42,000
----- End of picture text -----

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.

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

Argent Minerals Limited | ABN 89 124 780 276

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Your proxy voting instruction must be received by 10.00am (AWST) on Sunday, 08 September 2024 , 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

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/#/homeShareholders 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 Key Management Personnel. 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/#/loginsahor 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. 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 10.00am (AWST) on Tuesday, 10 September 2024 at Level 2, 7 Havelock Street, West Perth WA 6005 hereby:

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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.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1 RATIFICATION OF ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1 CAPACITY
2 APPROVAL TO ISSUE BROKER OPTIONS TO LEAD MANAGER
3 APPROVAL TO GRANT PERFORMANCE RIGHTS TO PHILLIP HALL
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on		a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	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					communications despatched by the Company electronically (where legally permissible).