ASKARI METALS LIMITED

ACN 646 034 460

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00 am (AWST) DATE : 9 May 2022 PLACE : Virtual Meeting

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 professional advisers prior to voting.

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 Shareholders at 6:00 pm (AWST) on 5 May 2022.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – LISTING RULE 7.1

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 ratify the issue of 3,121,926 Shares and 2,476,190 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

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 ratify the issue of 4,306,645 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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 ratify the issue of 350,000 Options to Peak Asset Management on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – CHRIS EVANS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 100,000 Performance Rights to Chris Evans (or their nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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5. RESOLUTION 5 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - GINO D’ANNA

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,000,000 Performance Rights to Gino D’Anna (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - ROBERT DOWNEY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 350,000 Performance Rights to Robert Downey (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - BRENDAN CUMMINS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 350,000 Performance Rights to Brendan Cummins (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DAVID GREENWOOD

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 350,000 Performance Rights to David Greenwood (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

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A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

9. RESOLUTION 9 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - CHRIS EVANS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 350,000 Performance Rights to Chris Evans (or their nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES – GEOSMART CONSULTING PTY LTD EXPLORATION SHARES

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 ratify the issue of 269,542 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

11. RESOLUTION 11 – APPROVAL TO ISSUE SHARES

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, approval is given for the Company to issue up to 20,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

12. RESOLUTION 12 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS PLAN

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 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Performance Rights Plan and for the issue of a maximum of 10,000,000 securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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Dated: 1 April 2022

By order of the Board

Gino D’Anna Director Askari Metals Limited

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Voting Prohibition Statement:

Resolution 4 – Issue of Incentive Performance Rights to Director – Chris Evans	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolutions 5-9 – Issue of Incentive Performance Rights to Directors	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolutions 5-9 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolutions 5-9 Excluded Party. 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 this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolutions 5-9 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 12 – Adoption of Incentive Performance Rights Plan	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 4 – Issue
of Incentive
Performance Rights
to Director – Chris
Evans

A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key
Management Personnel.

Resolutions 5-9 –
Issue of Incentive
Performance Rights
to Directors

In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related
party of the Company to whom the Resolution would permit a financial
benefit to be given, or an associate of such a related party (Resolutions
5-9 Excluded Party). However, the above prohibition does not apply if the
vote is cast by a person as proxy appointed by writing that specifies how
the proxy is to vote on the Resolution and it is not cast on behalf of a
Resolutions 5-9 Excluded Party.
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
this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote
on this Resolution.
Provided the Chair is not a Resolutions 5-9 Excluded Party, the above
prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the
proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key
Management Personnel.

Resolution 12 –
Adoption of
Incentive
Performance Rights
Plan

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Shares and Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of thosepersons.
Resolution 2 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of thosepersons.
Resolution 3 – Ratification of prior issue of Options	A person who participated in the issue or is a counterparty to the agreement being approved (Peak Asset Management) or an associate of Peak Asset Management.
Resolution 4 – Issue of Incentive Performance Rights to Director – Chris Evans	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Chris Evans) or an associate of that person or thosepersons.
Resolutions 5-9 – Issue of Incentive Performance Rights to Directors	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Gino D’Anna, Robert Downey, Brendan Cummins, David Greenwood and Chris Evans) or an associate of thatperson or thosepersons.
Resolution 10 – Ratification of prior issue of Shares – Geosmart Consulting Pty Ltd Exploration Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely Geosmart Consulting Pty Ltd) or an associate of that person or those persons.
Resolution 11 – Approval to issue Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company)or an associate of thatperson(or thosepersons).
Resolution 12 – Adoption of Incentive Performance Rights Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

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

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

Voting by proxy

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

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

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If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 419 942 112.

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EXPLANATORY STATEMENT

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

1. BACKGROUND

1.1 January 2022 Placement

As announced on 28 January 2022, the Company has completed a placement, raising $2.6 million through the issue of 7,428,571 Shares at an issue price of $0.35 per Share together with 2,476,190 free attaching listed options ( Options ) for every three (3) Shares subscribed for and issued ( Placement ).

3,121,926 Shares and 2,476,190 Options were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 4,306,645 Shares were issued pursuant to the Company’s Listing Rule 7.1A mandate which was approved by Shareholders at the annual general meeting held on 22 December 2021 (being, the subject of Resolution 2).

On 1 February 2022, the Company issued the Shares and Options the subject of the Placement ( Placement Securities ) to the sophisticated and professional investors who participated in the Placement ( Placement Participants ).

1.2 Engagement of Peak as Broker to Placement

The Company engaged the services of Peak Asset Management (a corporate authorised representative (#1295224) of Dayton Way Securities Pty Ltd (AFSL #382585) ( Peak ), to manage the issue of the Capital Raising Securities. The Company agreed to pay Peak a brokerage fee equal to 6% of the amount raised under Placement as well as 350,000 Options (ratification of which is sought pursuant to Resolution 3) in consideration for services provided.

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS - LISTING RULES 7.1 AND 7.1A

2.1 General

As set out at Section 1 above, the Company issued 7,428,571 Shares at an issue price of $0.35 per Share together with 2,476,190 free attaching Options pursuant to the Placement.

3,121,926 Shares and 2,476,190 Options were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 4,306,645 Shares were issued pursuant to the Company’s 7.1A mandate (being, the subject of Resolution 2) ( Placement Securities ).

2.2 Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 22 December 2021.

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The issue of the Placement Securities does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Securities.

2.3 Listing Rule 7.4

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. 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, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Securities.

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Securities.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the Placement Securities will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Securities.

If Resolutions 1 and 2 are not passed, the Placement Securities will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Securities.

2.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

(a) the Placement Securities were issued to professional and sophisticated investors who are clients of Peak. The recipients were identified through a bookbuild process, which involved Peak seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;

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(c) The Placement Securities were issued on the following basis:
(i) 3,121,926 Shares and 2,476,190 Options were issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and
(ii) 4,306,645 Shares were issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);
(a) the Shares issued to participants in the Placement were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(b) the Options issued to participants in the Capital Raising were issued on the terms and conditions set out in Schedule 1;
(d) the Placement Securities were issued on 1 February 2022;
(e) the issue price was $0.35 per Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The issue price of the Options was nil as they were issued free attaching with the Shares on a 1 for 3 basis. The Company has not and will not receive any other consideration for the issue of the Placement Securities;
(f) the purpose of the issue of the Placement Securities was to raise $2.6 million, which will be applied towards allowing the Company access to the additional funds sooner to accelerate exploration at its existing assets and its recently acquired lithium assets. The funds will also be applied to the acquisition and exploration of other complimentary project opportunities; and
(g) the Placement Securities were not issued under an agreement.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

3.1 General

On 1 February 2022, the Company issued 350,000 Options to Peak in consideration for broker services provided in connection with the Placement (as detaild at Section 1.2 above) ( Options ).

Listing Rule 7.1 is summarised at Section 2.2.

The issue of the Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Options.

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

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such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Options.

If Resolution 3 is not passed, the Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Options.

3.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 3:

(a) the Options were issued to Peak;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 350,000 Options were issued and the Options were issued on the terms and conditions set out in Schedule 1;
(d) the Options were issued on 1 February 2022;
(e) the Options were issued at a nil issue price, in consideration for broker services provided by Peak in connection with the Placement. The Company has not and will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options);
(f) the purpose of the issue of the Options was to satisfy the Company’s obligations under the agreement for services with Peak Asset Management ( Broker Agreement ); and
(g) the Options were issued to Peak under the Broker Agreement. A summary of the material terms of the Broker Agreement is set out in Section 1.2.

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4. RESOLUTION 4 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – CHRIS EVANS

4.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 100,000 Performance Rights to Mr Chris Evans (or their nominee), a director of the Company, pursuant to the Company’s Performance Rights Plan and on the terms and conditions set out below ( Class H Performance Rights ).

4.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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 issue of the Class H Performance Rights to Chris Evans (or their nominee) constitutes giving a financial benefit and Chris Evans is a related party of the Company by virtue of being a Director.

The Directors (other than Chris Evans) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Performance Rights, because the issue of Performance Rights constitutes reasonable remuneration payable to Chris Evans.

4.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of the Class H Performance Rights to Chris Evans falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolution 4 seeks the required Shareholder approval for the issue of the Class H Performance Rights under and for the purposes of Listing Rule 10.14.

4.4 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Class H Performance Rights to Chris Evans under the Performance Rights Plan

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within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Class H Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Class H Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Class H Performance Rights to Chris Evans under the Performance Rights Plan and may seek to remunerate Mr Evans via alternative means.

4.5 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 4:

(a) the Class H Performance Rights will be issued to Chris Evans (or their nominee), who falls within the category set out in Listing Rule 10.14.1, by virtue of Chris Evans being a Director;
(b) the maximum number of Class H Performance Rights to be issued to Chris Evans (or their nominee) is 100,000;
(c) the current total remuneration package for Chris Evans is $42,000 per annum, If the Class H Performance Rights are issued, the total remuneration package of Chris Evans will increase by $25,000 to $67,000, being the value of the Class H Performance Rights (based on the Black Scholes methodology);
(d) no Performance Rights have previously been issued to Chris Evans under the Performance Rights Plan;
(e) a summary of the material terms and conditions of the Class H Performance Rights is set out in Schedule 2;
(f) the Class H Performance Rights are unquoted performance rights. The Company has chosen to grant the Class H Performance Rights to Chris Evans for the following reasons:
(i) the Class H Performance Rights are unlisted, therefore the grant of the Class H Performance Rights has no immediate dilutionary impact on Shareholders;
(ii) the issue of Class H Performance Rights to Chris Evans will align the interests of Chris Evans with those of Shareholders;
(iii) the issue of the Class H Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit 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 were given to Chris Evans; and
(iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Class H Performance Rights on the terms proposed;

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(g) the Company values the Class H Performance Rights at $25,000 (being $0.25 per Class H Performance Rights) based on the Black-Scholes methodology. The assumptions underlying the valuation of the Class H Performance Rights are set out in Schedule 7;
(h) the Class H Performance Rights will be issued to Chris Evans (or their nominee) no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Class H Performance Rights will be issued on one date;
(i) the issue price of the Class H Performance Rights will be nil, as such no funds will be raised from the issue of the Class H Performance Rights;
(j) a summary of the material terms and conditions of the Performance Rights Plan is set out in Schedule 4;
(k) no loan is being made to Chris Evans in connection with the acquisition of the Class H Performance Rights;
(l) details of any Performance Rights issued under the Performance Rights Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Performance Rights Plan after Resolution 4 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

5. RESOLUTIONS 5-9 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 3,400,000 Performance Rights to Gino D'Anna, Robert Downey, Brendan Cummins, David Greenwood and Chris Evans (or their nominees) ( Related Parties ) pursuant to the Company’s Performance Rights Plan and on the terms and conditions set out below ( Class I - M Performance Rights ). The issue of the Class I – M Performance Rights will incentivise the Board in line with the expanded exploration portfolio that the Company has assembled. Specifically, the performance hurdles have been designed around the performance of the lithium projects that the Company has acquired.

5.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act is summarised in section 4.2 above.

The issue of the Class I - M Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Class I - M Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Class I - M Performance Rights. Accordingly, Shareholder

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approval for the issue of the Class I - M Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

5.3 Listing Rule 10.14

Listing Rule 10.14 is summarised in section 4.3 above.

The issue of Class I - M Performance Rights to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 5 to 9 seek the required Shareholder approval for the issue of the Class I - M Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 to 9 are passed, the Company will be able to proceed with the issue of the Class I - M Performance Rights to the Related Parties under the Performance Rights Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Class I - M Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Class I - M Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 to 9 are not passed, the Company will not be able to proceed with the issue of the Class I - M Performance Rights to the Related Parties under the Performance Rights Plan and may consider alternative means to remunerate its directors.

5.5 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 5 to 9:

(a) the Class I - M Performance Rights will be issued to the following persons:
(i) Gino D'Anna (or their nominee) pursuant to Resolution 5;
(ii) Robert Downey (or their nominee) pursuant to Resolution 6;
(iii) Brendan Cummins (or their nominee) pursuant to Resolution 7;
(iv) David Greenwood (or their nominee) pursuant to Resolution 8; and
(v) Chris Evans (or their nominee) pursuant to Resolution 9,

each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;

(b) the maximum number of Class I - M Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 3,400,000 comprising:

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	Class I	Class J	Class K	Class L	Class M	Total
Gino D'Anna	400,000	400,000	400,000	400,000	400,000	2,000,000
Robert Downey	70,000	70,000	70,000	70,000	70,000	350,000
Brendan Cummins	70,000	70,000	70,000	70,000	70,000	350,000
David Greenwood	70,000	70,000	70,000	70,000	70,000	350,000
Chris Evans	70,000	70,000	70,000	70,000	70,000	350,000
TOTAL	680,000	680,000	680,000	680,000	680,000	3,400,000

(c) 3,000,000 Performance Rights have previously been issued to the Related Parties, with performance hurdles aligned to the performance of the Company’s gold and copper exploration projects, for nil cash consideration under the Performance Rights Plan, comprising;
(i) 800,000 Performance Rights to Gino D'Anna;
(ii) 800,000 Performance Rights to Robert Downey;
(iii) 1,000,000 Performance Rights to Brendan Cummins; and
(iv) 400,000 Performance Rights to David Greenwood.
(d) a summary of the material terms and conditions of the Class I - M Performance Rights is set out in Schedule 3;
(e) the Class I - M Performance Rights are unquoted securities. The Company has chosen to issue Class I - M Performance Rights to the Related Parties for the following reasons:
(i) the Class I - M Performance Rights are unquoted; therefore, the issue of the Class I - M Performance Rights has no immediate dilutionary impact on Shareholders;
(ii) the milestones attaching to the Class I - M Performance Rights will align the interests of the Related Parties with those of Shareholders; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Class I - M Performance Rights on the terms proposed;
(f) the number of Class I - M Performance Rights to be issued to each of the Related Parties 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) the remuneration of the Related Parties; and
(iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

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The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Class I - M Performance Rights upon the terms proposed;

(g) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Current Financial Year	FY 21
Gino D'Anna1	$36,000	$0
Robert Downey2	$48,000	$0
Brendan Cummins3	$36,000	$0
David Greenwood4	$36,000	$0
Chris Evans5	$42,000	$0

Notes:

Comprising Directors’ fees of $3,000 per month. The Performance Rights being issued to Mr D’Anna have been valued at $240,000.
Comprising Directors’ fees of $4,000 per month. The Performance Rights being issued to Mr Downey have been valued at $42,000.
Comprising Directors’ fees of $3,000 per month. The Performance Rights being issued to Mr Cummins have been valued at $42,000.
Comprising Directors’ fees of $3,000 per month. The Performance Rights being issued to Mr Greenwood have been valued at $42,000.
Comprising Directors’ fees of $3,500 per month. The Performance Rights being issued to Mr Evans have been valued at $42,000.
(h) the value of the Class I - M Performance Rights and the pricing methodology is set out in Schedule 5;
(i) the Class I - M Performance Rights will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Class I - M Performance Rights will be issued on one date;
(j) the issue price of the Class I - M Performance Rights will be nil, as such no funds will be raised from the issue of the Class I - M Performance Rights;
(k) the purpose of the issue of the Class I - M Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, 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 were given to the Related Parties;

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(l) a summary of the material terms and conditions of the Performance Rights Plan is set out in Schedule 4;
(m) no loans are being made to the Related Parties in connection with the acquisition of the Class I - M Performance Rights;
(n) details of any Performance Rights issued under the Performance Rights Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(o) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Performance Rights Plan after Resolutions 5 to 9 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;
(p) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	Performance Rights	Options
Gino D'Anna	5,061,300	800,000	2,000,3012
Robert Downey	300,000	800,000	195,0002
Brendan Cummins	525,000	1,000,000	300,0002
David Greenwood	-	400,000	420,0003
Chris Evans	-	-	-

Notes:

Fully paid ordinary shares in the capital of the Company (ASX: AS2).
Listed Options (ASX:AS2O) exercisable at $0.25 on or before 31 October 2024.
Comprising:
- a. 300,000 unlisted options exercisable at $0.27 on or before the date that is two (2) years from the date of issue. These options were issued on 18 January 2022; and
- b. 120,000 listed options (ASX:AS2O) exercisable at $0.25 on or before 31 October 2024.
(q) if the milestones attaching to the Class I - M Performance Rights issued to the Related Parties are met and the Class I - M Performance Rights are converted, a total of 3,400,000 Shares would be issued. This will increase the number of Shares on issue from 38,330,025 (being the total number of Shares on issue as at the date of this Notice) to 41,380,025 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 7.37%, comprising 4.83% by Gino D'Anna, 0.85% by Robert Downey, 0.85% by Brendan Cummins, 0.85% by David Greenwood and 0.85% by Chris Evans;

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

	Price	Date
Highest	$0.64	24 March 2022
Lowest	$0.16	21 December 2021
Last	$0.53	28 March 2022

(s) each Director has a material personal interest in the outcome of Resolutions 5 to 9 on the basis that all of the Directors (or their nominees) are to be issued Class I - M Performance Rights, should Resolutions 5 to 9 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 5 to 9 of this Notice; and
(t) 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 Resolutions 5 to 9.

6. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES – GEOSMART CONSULTING EXPLORATION SHARES

6.1 General

On 18 March 2022, the Company issued 269,542 Shares to Geosmart Consulting Pty Ltd (as nominee for Consolidate Lithium Trading Pty Ltd) in consideration for the acquisition of an initial 12-month option to conduct exploration on the Barrow Creek Lithium Project, located in the Northern Territory ( Exploration Shares ). Refer to Appendix A to the Company’s announcement dated 28 January 2022 for further details.

As summarised in Section 6.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12-month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 22 December 2022.

The issue of the Exploration Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of issue of the Exploration Shares.

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Resolution 10 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Exploration Shares.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 10 is passed, the Exploration Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Exploration Shares.

If Resolution 10 is not passed, the Exploration Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Exploration Shares.

6.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 10:

(a) the Exploration Shares were issued to Geosmart Consulting Pty Ltd (as nominee for Consolidate Lithium Trading Pty Ltd);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 269,542 Exploration Shares were issued and the Exploration Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d)
the Exploration Shares were issued on 18 March 2022;
(e) the Exploration Shares were issued at a nil issue price. The Company has not and will not receive any other consideration for the issue of the Exploration Shares;
(f) the purpose of the issue of the shares was to provide the Company with the initial 12-month option period to explore the Barrow Creek Lithium Project, located in the Northern Territory; and
(g) the Exploration Shares were issued to Geosmart Consulting Pty Ltd (as nominee for Consolidate Lithium Trading Pty Ltd) under the binding option and acquisition agreement in relation to the Barrow Creek

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Lithium Project. A summary of the material terms of the binding option and acquisition agreement is set out in Schedule 6.

7. RESOLUTION 11 – APPROVAL TO ISSUE SHARES

7.1 General

Resolution 11 seeks Shareholder approval for the issue of up to 20,000,000 Shares at an issue price set out in Section 7.3(e) ( Proposed Placement ).

The Company does not currently have a lead manager mandate in place with respect to the Proposed Placement and is not currently in negotiations with any lead managers in this regard. The Company will consider engaging a lead manager at the time the funds are to be raised. The Company anticipates that any fees payable to a lead broker will be on standard market rates of approximately 5% to 6% of the total funds raised.

As summarised in Section 6.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Placement Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 11 is passed, the Company will be able to proceed with the issue of the Placement Shares. In addition, the issue of the Placement Shares 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 11 is not passed, the Company will not be able to proceed with the issue of the Placement Shares.

Resolution 11 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Shares.

7.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 11:

(a) if a lead manager is appointed by the Company, the Shares will be issued to professional and sophisticated investors who are clients of the lead manager. The recipients will likely be identified through a bookbuild process, which will involve the lead manager seeking expressions of interest to participate in the capital raising from non-related parties of the Company. If a lead manager is not appointed by the Company, the Shares will be issued to professional and sophisticated investors who will be identified by the Directors. The recipients will be identified through the Directors seeking expressions of interest to participate in the Proposed Placement from non-related parties of the Company;

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(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of Placement Shares to be issued is 20,000,000. The Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Shares will occur on the same date;
(e) the issue price of the Shares will be not less than 80% of the volume weighted average price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed. The Company will not receive any other consideration for the issue of the Shares;
(f) the purpose of the issue of the Placement Shares is to raise capital, which the Company intends to apply towards the aggressive exploration and development of the Company’s existing portfolio of exploration projects and towards the acquisition of additional significant and complimentary exploration projects;
(g) the Placement Shares are not being issued under an agreement; and
(h) the Placement Shares are not being issued under, or to fund, a reverse takeover.

8. RESOLUTION 12 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS PLAN

8.1 General

Resolution 12 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Incentive Performance Rights Plan” ( Performance Rights Plan ) and for the issue of Performance Rights under the Performance Rights Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Performance Rights Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Performance Rights Plan and the future issue of Performance Rights under the Performance Rights Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 12 is passed, the Company will be able to issue Performance Rights under the Performance Rights Plan to eligible participants over a period of 3 years. The issue of any Performance Rights to eligible participants under the Performance Rights Plan (up to the maximum number of Performance Rights stated in Section (c) below) 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.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 12 is not passed, the Company will be able to proceed with the issue of Performance Rights under the Performance Rights Plan to eligible participants, but any issues of Performance Rights will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights.

8.2 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 12:

(a) a summary of the key terms and conditions of the Performance Rights Plan is set out in Schedule 4;
(b) the Company has issued 4,700,000 Performance Rights under the Performance Rights Plan since the Company was admitted to the Official List; and
(c) the maximum number of Securities proposed to be issued under the Performance Rights Plan, following Shareholder approval, is 10,000,000 Performance Rights which includes the Performance Rights proposed to be issued under Resolutions 5 - 9. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate means

(a) a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

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.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Askari Metals Limited (ACN 646 034 460).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having

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authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

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

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions.

Performance Rights Plan means the incentive performance rights plan to be adopted by the Company, being the subject of Resolution 12 as summarised in Schedule 4.

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.

Section means a section of the Explanatory Statement.

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.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

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

2. Exercise Price

Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.25 ( Exercise Price )

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 October 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

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

5. 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 Option certificate ( 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.

6. 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 ).

7. Timing of issue of Shares on exercise

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

(a) 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;
(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 Options.

If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company

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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 Shares does not require disclosure to investors.

8. Shares issued on exercise

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

9. Reconstruction of capital

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

10. 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.

11. 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.

12. 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 CLASS H PERFORMANCE RIGHTS

Set out below are the terms and conditions of the Performance Rights:

(a) Milestone

The milestone attaching to the Performance Rights ( Milestone ) is as follows:

Performance Rights	Milestone
Class H	The Company achieving a 20-day Volume Weighted Average Price (VWAP) of its securities as traded on the ASX of not less than 50 cents per share.

(b) Notification to holder

The Company shall notify the holder in writing when the relevant Milestone has been satisfied.

(c) Conversion

Subject to paragraph (a), upon vesting, each Performance Right will, at the election of the holder, convert into one Share.

(d) Expiry Date

Each Performance Right shall otherwise expire on or before 14 February 2024 ( Expiry Date ). If the relevant Milestone attached to the Performance Right has been achieved by the Expiry Date, all unconverted Performance Rights will automatically lapse at that time.

(e) Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.

(f) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(g) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(h) Transfer of Performance Rights

The Performance Rights are not transferable.

(i) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of

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Shares such as bonus issues and entitlement issues without exercising the Performance Right.

(j) Reorganisation of capital

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act 2001 (Cth) at the time of reorganisation.

(k) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(l) Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(m) Change in control

Subject to paragraph (m), upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(A) having received acceptances for not less than 50% of the Company’s Shares on issue; and
(B) having been declared unconditional by the bidder; or
(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis.

(n) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (n) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

(i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the

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contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

(ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (i) within seven (7) days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(o) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(p) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(q) No other rights

A Performance Right gives the holder no 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.

(r)

Subdivision 83AC-C

Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Performance Right.

(s)

Ceasing to be engaged by the Company

If a holder’s services agreement with the Company is terminated, 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 six months from the date of termination.

On the date, which is six months from the date of termination, 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 six-month period, those Performance Rights will be converted into fully paid ordinary shares on a one-for-one basis.

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SCHEDULE 3 – TERMS AND CONDITIONS OF CLASS I-M PERFORMANCE RIGHTS

Set out below are the terms and conditions of the Performance Rights:

(a) Milestones

The milestones attaching to the Performance Rights ( Milestones ) are as follows:

Performance Rights	Milestone	Expiry
Class I	Upon achievement of the Company collecting not less than 15 rock samples (cumulative) from any of its lithium projects, defined as either Red Peak Lithium Project, the Yarrie Lithium Project or the Barrow Creek Lithium Project, that exhibit the mineralogical composition of an LCT pegmatite with geochemistry results of not less than 180PPm Li, 50ppm Cs, 15ppm Ta and 700ppm Rb.	This hurdle must be achieved within 2 years from the date of grant of the Performance Right.
Class J	Upon completion of an RC drilling program at any of is Lithium projects, defined as either the Red Peak Lithium Project, the Yarrie Lithium Project or the Barrow Creek Lithium Project. Where the RC drilling program intersects a mineralised interval of not less than 5m @ 1% Li2O across not less than three (3) individual dill holes.	This hurdle must be achieved within 3 years from the date of grant of the Performance Right.
Class K	Upon achievement of a JORC (or NI43- 101} compliant resource of >1,500,000 tonnes @>0.8% Li2O at any of its lithium projects, defined as the Red Peak Lithium Project. The Yarrie Lithium Project or the Barrow Creek Lithium Project.	This hurdle must be achieved within 3 years from the date of grant of the Performance Right.
Class L	Upon achievement of a market capitalisation of not less than $30 million.	This hurdle must be achieved within 2 years from the date of grant of the Performance Right.
Class M	Upon the achievement of a 20-day VWAP share price >AUD$0.60 within 3 years from the date of grant of the Performance Right.	This hurdle must be achieved within 3 years from the date of grant of the Performance Right.

(b) Notification to holder

The Company shall notify the holder in writing when the relevant Milestone has been satisfied.

(c) Conversion

Subject to paragraph (a), upon vesting, each Performance Right will, at the election of the holder, convert into one Share.

(d) Expiry Date

The relevant expiry dates for each of the Class I – Class M Performance Rights are referred to in the table above.

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(e) Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.

(f) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(g) Application to ASX

(h) Transfer of Performance Rights

The Performance Rights are not transferable.

(i) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues without exercising the Performance Right.

(j) Reorganisation of capital

(k) Adjustment for bonus issues of Shares

(l) Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(m)

Change in control

Subject to paragraph (m), upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(A) having received acceptances for not less than 50% of the Company’s Shares on issue; and

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(B) having been declared unconditional by the bidder; or
(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

(n)

Deferral of conversion if resulting in a prohibited acquisition of Shares

(i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
(ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (i) within seven (7) days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(o)

No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(p) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(q) No other rights

A Performance Right gives the holder no 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.

(r)

Subdivision 83AC-C

Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Performance Right.

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(s) Ceasing to be engaged by the Company

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SCHEDULE 4 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS PLAN

The material terms and conditions of the Incentive Performance Rights Plan ( Performance Rights Plan ) are summarised below:

(a) Eligibility : Participants in the Performance Rights Plan may be:
(i) a Director (whether executive or non-executive) of the Company or any Associated Body Corporate of the Company (each, a Group Company );
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Performance Rights under the Performance Rights Plan ( Eligible Participant ).

(b) Offer : The Board may, from time to time, at its absolute discretion, make a written offer to any Eligible Participant to apply for Performance Rights, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Board determines.
(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Performance Rights offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(d) Consideration: Performance Rights granted under the Performance Rights Plan will be issued for nil cash consideration.
(e) Vesting conditions : A Performance Right may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right ( Vesting Conditions ).
(f) Vesting: The Board may in its absolute discretion by written notice to a Participant (being an Eligible Participant to whom Performance Rights have been granted under the Performance Rights Plan or their nominee where the Performance Rights have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Performance Rights due to:
(i) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:

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(A) a Relevant Person ceasing to be an Eligible Participant due to:
(I) death or total or permanent disability of a Relevant Person; or
(II) retirement or redundancy of a Relevant Person;
(B) a Relevant Person suffering severe financial hardship;
(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant offer made to and accepted by the Participant; or
(D) any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant,

( Special Circumstances ), or

(ii) a change of control occurring; or
(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(g) Lapse of a Performance Right: A Performance Right will lapse upon the earlier to occur of:
(i) an unauthorised dealing in, or hedging of, the Performance Right occurring;
(ii) a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iii) in respect of unvested Performance Right only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Performance Rights only, a Relevant Person ceases to be an Eligible Participant and the Performance Rights granted in respect of that Relevant Person are not exercised within one (1) month (or such later date as the Board determines) of the date that Relevant Person ceases to be an Eligible Participant;
(v) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

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(vi) the Company undergoes a change of control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Performance Right; and
(vii) the expiry date of the Performance Rights.
(h) Not transferrable : Subject to the Listing Rules, and except as otherwise provided for by an offer, Performance Rights are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
(i) Shares : Shares resulting from the vesting of the Performance Rights shall, subject to any sale restrictions (refer to paragraph(j)) from the date of issue, rank on equal terms with all other Shares on issue.
(j) Sale restrictions: The Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Performance Rights ( Restriction Period ). In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period.
(k) Quotation of Shares: If Shares of the same class as those issued under the Performance Rights Plan are quoted on the ASX, the Company will, subject to the Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the Shares ends. The Company will not apply for quotation of any Performance Rights on the ASX.
(l) No participation rights: There are no participation rights or entitlements inherent in the Performance Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Right.
(m) No change: A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.
(n) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reorganisation.
(o) Amendments : Subject to express restrictions set out in the Performance Rights Plan and complying with the Corporations Act, Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any Performance Rights granted under the Performance Rights Plan including giving any amendment retrospective effect.

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SCHEDULE 5 – VALUATION OF CLASS I - M PERFORMANCE R IGHTS

The Class I - M Performance Rights to be issued to the Related Parties pursuant to Resolutions 5 to 9 have been valued by internal management .

Using the Black & Scholes model and based on the assumptions set out below, the Incentive Performance Rights were ascribed the following value:

Item
Value of the underlying Shares	$0.54
Valuation date	28 March 2022
Commencement of performance/vesting period	Upon issue of Performance Right
Performance measurement/vesting date	Upon satisfaction of Hurdle
Expiry date	Various
Term of the Performance Right	Various
Volatility (discount)	80%
Risk-free interest rate	0.1%

Total Value of Incentive Performance Rights	$408,000
- Gino D’Anna (Resolution 5)	$240,000
- Robert Downey (Resolution 6)	$42,000
- Brendan Cummins (Resolution 7)	$42,000
- David Greenwood (Resolution 8)	$42,000
- Chris Evans (Resolution 9)	$42,000

Note: The valuation noted above is not necessarily the market price that the Incentive Performance Rights could be traded at and is not automatically the market price for taxation purposes.

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SCHEDULE 6 – SUMMARY OF OPTION ACQUISITION AGREEMENT

As announced to the Company’s ASX platform on 28 January 2022, the Company has entered into a binding option acquisition agreement over the Barrow Creek Lithium Project ( Project ) with Consolidate Lithium Trading Pty Ltd (ACN 644 114 170) ( Vendor ), an entity that is not related or associated with the Company ( Agreement ). A summary of the key material terms of the option acquisition agreement are as follows:

Consideration	(a) Shares:the Company has agreed to issue the Vendor (or its nominee) $100,000 worth of fully paid ordinary shares in the Company, within 7 days of the date when the Licence is granted (Grant Date) with the issue price being equal to the VWAP 7 days before the Grant Date to earn an option for 12 months from the Grant Date; (b) Option Period: the Company has a right to extend the option period in 12 month intervals on up to two occasions by giving: (i) First Occasion:$50,000 cash payment; and (ii) Second Occasion: $80,000 cash payment, with written notice to the Vendor at any time prior to its expiry; and (c) Completion Consideration: the Company can exercise the option to acquire a 100% interest in the Project during the Option Period to complete the transaction, by paying the Vendor (or its nominee) total consideration of $1,000,000 in either cash or Shares (Completion Consideration Shares), with a minimum payable in cash of 30%. The issue of the Completion Consideration Shares is subject to shareholder approval, and in the event that the Company is unable to obtain shareholder approval, the entire Completion Consideration will be settled by cash.
Operator Rights	On and from execution of the Agreement, the Company will be the sole operator of the Project and will be responsible for maintaining the Project in good standing and meeting all minimum expenditure obligations and other statutory obligations as required.
Minimum Work Requirement	The Company must complete a minimum of 1,500 metres of drilling on the tenements comprising the Project within 15 months of the Grant Date.
Net Smelter Royalty (NSR) Obligations	The Company agrees to grant the Vendor (or its nominee) a Net Smelter Royalty equivalent to 1.0% on all minerals produced from the Project.

The Agreement otherwise contains customary provisions for a transaction of this type.

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SCHEDULE 7 – VALUATION OF CLASS H PERFORMANCE RIGHTS

The Class H Performance Rights to be issued to Chris Evans, a Related Party of the Company pursuant to Resolution 4 have been valued by internal management .

Using the Black & Scholes model and based on the assumptions set out below, the Incentive Performance Rights were ascribed the following value:

Item
Value of the underlying Shares	$0.55
Valuation date	30 March 2022
Commencement of performance/vesting period	Upon issue of Performance Right
Performance measurement/vesting date	20-day VWAP > 50 cents per share
Expiry date	14 February 2024
Term of the Performance Right	2 years
Volatility (discount)	50%
Risk-free interest rate	0.1%

Total Value of Incentive Performance Rights	$25,000
- Chris Evans (Resolution 4)	$25,000

Note: The valuation noted above is not necessarily the market price that the Incentive Performance Rights could be traded at and is not automatically the market price for taxation purposes.

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ASKARI METALS LIMITED — Proxy Solicitation & Information Statement 2022

64428_rns_2022-04-03_b8acaa33-4720-44b8-92f3-72b11150258f.pdf