AURUM RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

Jul 3, 2024

AURUM RESOURCES LIMITED ACN 650 477 286 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am (WST) DATE : 6 August 2024 PLACE : Mirador Corporate, Level 2, 23 Railway Rd, Subiaco WA 6008

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 11:00am (WST) on 4 August 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO UNRELATED PARTIES – 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 13,310,090 Shares 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 TRANCHE 1 PLACEMENT SHARES TO UNRELATED PARTIES – 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 9,136,879 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 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PARTIES

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 26,189,394 Shares 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 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR CAIGEN WANG

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

“That, for the purposes of section 195(4) of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,575,759 Shares to Caigen Wang (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

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5. RESOLUTION 5 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR MARK STRIZEK

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

“That, for the purposes of section 195(4) of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 151,515 Shares to Mark Strizek (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 6 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR TROY FLANNERY

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

“That, for the purposes of section 195(4) of the Corporations Act and Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 151,515 Shares to Troy Flannery (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO PETRA CAPITAL PTY LIMITED

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 2,000,000 Options to Petra Capital Pty Limited (or its nominee/s) on the terms and conditions set out in the Explanatory statement.”

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

8. RESOLUTION 8 – APPROVAL TO ISSUE SPP SHORTFALL SHARES TO SPP PARTICIPANTS

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 9,090,909 Shares on the terms and conditions set out in the Explanatory Statement.”

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

9. RESOLUTION 9 – ISSUE OF INCENTIVE OPTIONS TO MARK STRIZEK

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, approval is given for the Company to issue up to 4,000,000 Incentive Options to Mr Mark Strizek (or his nominee) 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.

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Voting Prohibition Statement:

Resolution 9 – Issue of Incentive Options to Mark Strizek

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.

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:

Resolutions 1 and 2 – Ratification of prior issue of Tranche 1 Placement Shares	The unrelated Placement Participants or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 3 – Approval to issue Tranche 2 Placement Shares to Unrelated Parties	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) (namely the Unrelated T2 Participants) or an associate of that person (or those persons).
Resolution 4 – Approval to issue Tranche 2 Placement Shares to Mr Caigen Wang	Caigen Wang (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 5 – Approval to issue Tranche 2 Placement Shares to Mr Mark Strizek	Mark Strizek (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 6 – Approval to issue Tranche 2 Placement Shares to Mr Troy Flannery	Troy Flannery (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 7 – Approval to issue Options to Petra Capital Pty Limited	Petra Capital Pty Limited (or its nominees) or any other 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 that person.
Resolution 8 – Approval to issue SPP Shortfall 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) (namely the SPP Participants)or an associate of that person(or those persons).
Resolutions 9 – Issue of Incentive Options to Mark Strizek	Mark Strizek (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) 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

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• (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.

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Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast 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. 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 8 6559 1792.

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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 TO RESOLUTIONS 1 TO 7

1.1 General

As announced on 13 June 2024, the Company received binding commitments to raise approximately $17,000,000 through the issue of 51,515,152 Shares at an issue price of $0.33 per Share ( Placement ).

The Placement will be completed in two tranches, comprising the issue of:

• (a) 22,446,969 Shares under the Company’s combined Listing Rule 7.1 and 7.1A capacities ( Tranche 1 Placement Shares ), ratification of which is sought under Resolutions 1 and 2; and

• (b) an aggregate of 29,068,183 Shares subject to Shareholder approval ( Tranche 2 Placement Shares ), which includes the issue of:

• (i) 26,189,394 Shares to unrelated parties ( Unrelated T2 Participants ), approval of which is sought under Resolution 3; and

• (ii) an aggregate of 2,878,789 Shares to Directors, Caigen Wang, Mark Strizek and Troy Flannery (together, the Related T2 Participants ), approval of which is sought under Resolutions 4 to 6.

1.2 Lead Manager

The Company has entered into a lead manager mandate with Petra Capital Pty Limited ( Petra or Lead Manager ) to provide lead manager services for the Placement ( Lead Manager Mandate ).

Pursuant to the Lead Manager Mandate, the Company has agreed to:

• (a) pay Petra an equity raising fee equal to 6% of the funds raised under the Placement; and

• (b) issue Petra 2,000,000 Options exercisable at $0.495 each on or before two (2) years from the date of issue ( Lead Manager Options ), approval of which is sought under Resolution 7;

• (c) reimburse Petra for all reasonable out-of-pocket expenses incurred in connection with the Lead Manager Mandate and the Placement (subject to Petra receiving approval from the Company prior to incurring any individual expense above $2,000); and

• (d) allow Petra, for the period of 12 months following completion of the Placement, a right of first refusal to be retained as no less than a joint lead manager, joint bookrunner and if required joint underwriter (sharing in no less than 50% of the transaction economics) in relation to any equity or equity linked raising by the Company.

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The other terms of the Lead Manager Mandate are considered standard for an agreement of this nature.

1.3 Use of Funds

The Company intends to apply proceeds raised under the Placement towards exploration activities at the Boundiali Gold Project, including for diamond drilling, surveys and other test work, and building a centralised exploration camp at Boundiali.

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

2.1 General

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 22,446,969 Tranche 1 Placement Shares. Further information in relation to the Placement is set out in Section 1 above.

The Company has issued:

• (a) 13,310,090 Tranche 1 Placement Shares pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1); and

• (b) 9,136,879 Tranche 1 Placement Shares pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the Company’s 2023 annual general meeting.

The Company confirms that the issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1 or 7.1A at the time of issue.

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.

Under Listing Rule 7.1A however, 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 issue of the Tranche 1 Placement 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 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 Tranche 1 Placement Shares.

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.

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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 Tranche 1 Placement Shares.

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

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the Tranche 1 Placement 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 Tranche 1 Placement Shares.

If Resolutions 1 and 2 are not passed, the Tranche 1 Placement 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 the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

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 Tranche 1 Placement Shares were issued to professional and sophisticated investors who are clients of the Lead Manager. The Placement Participants were identified through a bookbuild process, which involved the Lead Manager 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;

• (c) none of the persons who received the Tranche 1 Placement Shares are parties referred to under Listing Rules 10.11.1 to 10.11.5;

• (d) 22,446,969 Tranche 1 Placement Shares were issued on the following basis:

• (i) 13,310,090 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

• (ii) 9,136,879 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

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• (e) the Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Tranche 1 Placement Shares were issued on 21 June 2024;

• (g) the issue price was $0.33 per Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;

• (h) the purpose of the issue of the Tranche 1 Placement Shares is to raise capital for the Company, which will be applied towards the purposes as set out in Section 1; and

• (i) the Tranche 1 Placement Shares will not be issued under an agreement.

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PARTIES

3.1 General

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 26,189,394 Shares under Tranche 2 of the Placement to the Unrelated T2 Participants ( Unrelated T2 Placement Shares ). Further information in relation to the Placement is set out in Section 1 above.

3.2 Listing Rules 7.1 and 7.1A

As summarised in Section 2.2 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 Unrelated T2 Placement Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the Company’s 25% limit under Listing Rules 7.1 and 7.1A. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.3

Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Unrelated T2 Placement Shares. In addition, the issue of the Unrelated T2 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 3 is not passed, the Company will not be able to proceed with the issue of the Unrelated T2 Placement Shares, and the Company will have to forgo the additional $8.51 million that would have otherwise been raised under Tranche 2 of the Placement.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Unrelated T2 Placement Shares.

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3.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Unrelated T2 Placement Shares will be issued to professional and sophisticated investors who are clients of the Lead Manager. The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.2 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) the maximum number of Unrelated T2 Placement Shares to be issued is 26,189,394. The Unrelated T2 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 Unrelated T2 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 Unrelated T2 Placement Shares will occur on the same date;

• (e) the issue price of the Unrelated T2 Placement Shares will be $0.33 per Share. The Company will not receive any other consideration for the issue of the Unrelated T2 Placement Shares;

• (f) the purpose of the issue of the Unrelated T2 Placement Shares is to raise capital, which the Company intends to apply towards the purposes set out in Section 1;

• (g) the Unrelated T2 Placement Shares are not being issued under an agreement; and

• (h) the Unrelated T2 Placement Shares are not being issued under, or to fund, a reverse takeover.

4. RESOLUTIONS 4 TO 6 – APPROVAL TO ISSUE SHARES TO RELATED PARTIES

4.1 General

As set out in Section 1 above, the Related T2 Participants wish to participate in the Placement on the same terms as other Placement Participants ( Participation ).

Resolutions 4 to 6 seek Shareholder approval for the issue of an aggregate of 2,878,789 Shares ( Related T2 Placement Shares ) to the Related T2 Participants (or their nominees) under Tranche 2 of the Placement on the terms set out in the

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table below. Further information in relation to the Placement is set out in Section 1 above.

Related Party	Shares	Subscription Sum
Caigen Wang	2,575,759	$850,000
Mark Strizek	151,515	$50,000
Troy Flannery	151,515	$50,000
Total	2,878,789	$950,000

4.2 Chapter 2E of the Corporations Act

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

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

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

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

The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related T2 Participants are related parties of the Company by virtue of being Directors.

The Directors (other than Caigen Wang who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 4 because the Related T2 Placement Shares will be issued to Caigen Wang on the same terms as Shares issued to other investors in the Placement, and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Mark Strizek who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 5 because the Related T2 Placement Shares will be issued to Mark Strizek on the same terms as Shares issued to other investors in the Placement and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Troy Flannery who has a material personal interest in Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 6 because the Related T2 Placement Shares will be issued to Troy Flannery on the same terms as Shares issued to other investors in the Placement and as such the giving of the financial benefit is on arm’s length terms.

4.3 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting

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because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that all of the Directors comprising the Board have a material personal interest in the outcome of Resolutions 4 to 6. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 4 to 6 at Board level.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 4 to 6 for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the arm’s length terms exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

4.4

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:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before 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 a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the entity or a person referred to in rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by security holders;

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 4 to 6 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

4.5

Technical information required by Listing Rule 14.1A

If Resolutions 4 to 6 are passed, the Company will be able to proceed with the issue of the Related T2 Placement Shares. In addition, the issue of the Related T2 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 Resolutions 4 to 6 are not passed, the Company will not be able to proceed with the issue of the Related T2 Placement Shares and no further funds will be

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raised in respect of the Shares that would have otherwise been issued to the Related T2 Participants.

4.6 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 4 to 6:

• (a) the Related T2 Placement Shares will be issued to Caigen Wang, Mark Strizek and Troy Flannery (or their nominees), who fall within the category set out in Listing Rule 10.11.1 by virtue of being Directors;

• (b) the maximum number of Related T2 Placement Shares to be issued is 2,878,789, comprising:

• (i) 2,575,759 Shares to Caigen Wang (or his nominee), being the subject of Resolution 4;

• (ii) 151,515 Shares to Mark Strizek (or his nominee), being the subject of Resolution 5; and

• (iii) 151,515 Shares to Troy Flannery (or his nominee), being the subject of Resolution 6;

• (c) the Related T2 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 Related T2 Placement Shares will be issued no later than 1 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) and it is intended that issue of the Related T2 Placement Shares will occur on the same date;

• (e) the issue price of the Shares will be $0.33 per Share (being the same price as all Shares issued under the Placement). The Company will not receive any other consideration for the issue of the Related T2 Placement Shares;

• (f) the purpose of the issue of the Related T2 Placement Shares is to raise capital for the Company. The Company intends to apply the funds raised from the issue towards the purposes set out in Section 1;

• (g) the Related T2 Placement Shares are not intended to remunerate or incentivise the Directors;

• (h) the Related T2 Placement Shares are not being issued under an agreement; and

• (i) a voting exclusion statement is included in Resolutions 4 to 6 of the Notice.

5. RESOLUTION 7 - APPROVAL TO ISSUE OPTIONS TO PETRA CAPITAL PTY LIMITED

5.1 General

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options to the Lead Manager for services

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provided in relation to the Placement. Further information in relation to the Placement and the Lead Manager Mandate is set out in Section 1.

5.2

Listing Rule 7.1

As summarised in Section 2.2 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 Lead Manager Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the Company’s 15% limit under Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.3 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager 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 7 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options, in which case the Company and the Lead Manager may need to vary the terms of the mandate between the parties such that the Company pays and additional cash fee to compensate for not being issued the Lead Manager Options.

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options.

5.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 7:

• (a) the Lead Manager Options will be issued Petra Capital Pty Limited (or its nominee/s);

• (b) the maximum number of Lead Manager Options to be issued is 2,000,000. The terms and conditions of the Lead Manager Options are set out in Schedule 1;

• (c) the Lead Manager Options 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 Lead Manager Options will occur on the same date;

• (d) the Lead Manager Options will be issued at a $nil issue price, in part consideration for lead manager services provided in relation to the Placement;

• (e) the purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Lead Manager Mandate;

• (f) the Lead Manager Options are being issued to the Lead Manager under a Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 1; and

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(g) the Lead Manager Options are not being issued under, or to fund, a reverse takeover.

6. RESOLUTION 8 – APPROVAL TO ISSUE SPP SHORTFALL SHARES

6.1 General

As announced on 13 June 2024, the Company intends to offer Shareholders the opportunity to participate in a Share Purchase Plan ( SPP ) (including a shortfall offer ( Shortfall Offer )) on the same terms as the Placement to raise up to an additional $3,000,000 (before costs), through the issue of 9,090,910 Shares at an issue price of $0.33 per Share ( SPP Shares ).

Participation in the SPP was optional and open exclusively to Shareholders who were registered holders of Shares at the record date of 5:00pm (WST) on 12 June 2024 ( Record Date ) and whose registered address is in Australia or New Zealand ( Eligible Shareholders ).

The SPP is scheduled to close on 10 July 2024. The SPP Shares will be issued to Eligible Shareholders pursuant to Listing Rule 7.2 (exception 5) and has not utilised any of the Company’s placement capacity under Listing Rules 7.1 and 7.1A.

Resolution 8 seeks Shareholder approval for the issue of up to 9,090,909 SPP Shares, in the event that any portion of the SPP is not taken up by Eligible Shareholders and therefore will form part of the Shortfall Offer ( SPP Shortfall Shares ). As such, the definitive number of Shortfall Shares issued under this Resolution will only be determined once the SPP has completed.

6.2

Listing Rule 7.1

As summarised in Section 2.2 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 SPP Shortfall 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.

6.3

Technical information required by Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to proceed with the issue of the SPP Shortfall Shares. In addition, the issue of the SPP Shortfall 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 8 is not passed, the Company will not be able to proceed with the issue of the SPP Shortfall Shares and the amount raised under the SPP will be reduced.

6.4 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 8:

• (a) the SPP Shortfall Shares will be issued to participants in the Shortfall Offer ( Shortfall Participants ). The allocation of SPP Shortfall Shares under the

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Shortfall Offer will be determined by the Board at their discretion, and may be influenced by the following factors:

• (i) the number of Shares applied for by participants under the SPP;

• (ii) the overall level of demand under the SPP and Shortfall Offer;

• (iii) the likelihood that participants will be long-term Shareholders;

• (iv) the Company's desire to establish a wide spread of investors, including institutional investors; and

• (v) any other factors that the Company may consider appropriate,

• (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 SPP Shortfall Shares to be issued is 9,090,909;

• (d) the SPP Shortfall Shares 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;

• (e) the SPP Shortfall 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 the issue of the SPP Shares will occur on the same date;

• (f) the issue price of the SPP Shortfall Shares will be $0.33 per Share. The Company will not receive any other consideration for the issue of the SPP Shortfall Shares;

• (g) the purpose of the issue of SPP Shortfall Shares is to incentive Shortfall Participants and ensure the Company can raise the full $3,000,000 under the SPP. The Company intends to apply the funds raised from the SPP for the same purposes of the Placement, as set out in Section 1;

• (h) the SPP Shortfall Securities are not being issued under an agreement; and

• (i) the SPP Shortfall Securities are not being issued under, or to fund, a reverse takeover.

7. RESOLUTION 9 – ISSUE OF INCENTIVE OPTIONS TO MARK STRIZEK

7.1 General

As announced on 3 June 2024, the Company has entered into an Executive Services Agreement with Director, Mark Strizek ( ESA ). Pursuant to the ESA, the Company has agreed to issue 4,000,000 Options ( Incentive Options ) to Mark Strizek (or his nominees).

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The key terms of the ESA are set out below.

Total Fixed Remuneration	The Company has agreed to pay Mark Strizek a base salary of $160,000 per annum (exclusive of statutory superannuation). The Company has agreed to increase the total fixed remuneration by 50% increase when the Company’s closing price is over 50c for consecutive 20 trading days and the Company’s market capitalisation reaches $75,000,000.
Employee Incentives	Subject to Shareholder approval, the Company has agreed to issue: (a) 1,000,000 unquoted Incentive Options exercisable at $0.50 and expiring on the date that is five years from the date of issue; and (b) 3,000,000 unquoted Incentive Options exercisable at $0.60 and expiring on the date that is five years from the date of issue.
Other Benefits	(a) Annual leave and long services leave. (b) 190 working days per year. Additional working days are payable in accordance with the average daily rate calculated on the base salary and 190 annual working days.
Notice Period	6 months

Resolution 9 seeks Shareholder approval for the issue of the Incentive Options to Mark Strizek (or his nominee).

7.2 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 Incentive Options to Mark Strizek (or their nominee) constitutes giving a financial benefit and Mark Strizek is a related party of the Company by virtue of being a Director.

The Directors (other than Mark Strizek who has a material personal interest in this Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Incentive Options because the agreement to issue the Incentive Options, reached as part of the remuneration package for Mark Strizek, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

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7.3 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:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before 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 a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in 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.

The issue of Incentive Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 9 seeks the required Shareholder approval for the issue of the Incentive Options under and for the purposes of Listing Rule 10.11.

7.4 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Incentive Options to Mark Strizek within one month 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 Incentive Options (because approval is being obtained under Listing Rule 10.11), the issue of the Incentive Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Incentive Options and the Company will consider alternative forms of incentivising and remunerating Mark Strizek.

7.5 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to Resolution 9:

• (a) the Incentive Options will be issued to Mark Strizek (or his nominee), who falls within the category set out in Listing Rule 10.11.1 as Mark Strizek is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Incentive Options to be issued is 4,000,000;

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• (c) the terms and conditions of the Incentive Options are set out in Schedule 2;

• (d) the Incentive Options will be issued no later than 1 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) and it is intended that issue of the Incentive Options will occur on the same date;

• (e) the issue price of the Incentive Options will be nil. The Company will not receive any other consideration in respect of the issue of the Incentive Options (other than in respect of funds received on exercise of the Incentive Options);

• (f) the purpose of the issue of the Incentive Options is to provide a performance linked incentive component in the remuneration package for Mark Strizek to motivate and reward their performance as a Director and to provide cost effective remuneration to Mark Strizek, enabling 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 Mark Strizek;

• (g) the current total remuneration package for Mark Strizek is $337,978, comprising of directors’ fees of $160,000, a superannuation payment of $16,800 and share based payments valued at $161,178 (being the Options issued to Mr Strizek following approval at the April General Meeting). If the Incentive Options are issued, the total remuneration package of Mr Strizek will increase by $927,581 to $1,265,559, the increase attributed to the value of the Incentive Options (based on the Black Scholes methodology);

• (h) the Incentive Options are being issued to Mark Strizek under the ESA. A summary of the material terms of the ESA is set out in Section 7.1; and

• (i) a voting exclusion statement is included in Resolution 9 of the Notice.

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GLOSSARY

$ means Australian dollars.

April General Meeting means the general meeting of the Company’s Shareholders held on 8 April 2024.

ASIC means the Australian Securities & Investments Commission.

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 Aurum Resources Limited (ACN 650 477 286).

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.

Incentive Options means the Options proposed to be issued under Resolution 9 with the terms and conditions set out in Schedule 2.

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

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Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager Options means the Options proposed to be issued to the Lead Manager with the terms and conditions set out in Schedule 1.

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.

Optionholder means a holder of an Option.

Participation has the meaning given in Section 4.1.

Petra or Lead Manager mean Petra Capital Pty Limited.

Placement has the meaning given in Section 1.

Placement Participants means investors who participated in the Placement.

Proxy Form means the proxy form accompanying the Notice.

Related T2 Participants means Caigen Wang, Mark Strizek and Troy Flannery.

Related T2 Placement Shares means 2,878,789 Shares proposed to be issued to the Related T2 Participants.

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.

Tranche 1 Placement Shares means 22,446,969 Shares issued under Tranche 1 of the Placement.

Tranche 2 Placement Shares means 29,068,183 Shares proposed to be issued under Tranche 2 of the Placement.

Unrelated T2 Participants means Placement Participants who are unrelated to the Company, being all Placement Participants other than the Related T2 Participants.

Unrelated T2 Placement Shares means 26,189,394 Shares proposed to be issued under Tranche 2 of the Placement to the Unrelated T2 Participants.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF THE LEAD MANAGER OPTIONS

(a) Entitlement

Each 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 will be $0.495 ( Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date which is two (2) years from the date of issue ( 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 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.

(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 Shares 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.

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If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares 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 Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) 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.

(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 THE INCENTIVE OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the Options will have the following exercise prices (each an Exercise Price and together, the Exercise Prices ):

Class	Number	Exercise Price
Tranche 1	1,000,000	$0.50
Tranche 2	3,000,000	$0.60

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is five (5) years from the date of issue ( 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 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.

(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 Shares does not require disclosure to investors; and

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• (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 Shares 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 Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

(j) 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.

(k) 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.

• (l) 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.

(m) Leaver

Where the holder ceases to hold office with the Company in any circumstances, all unvested Options held by the holder will automatically lapse.

(n) 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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for Securityholder registration.

Aurum Resources Limited | ABN 17 650 477 286

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

Your proxy voting instruction must be received by 11.00am (AWST) on Sunday, 04 August 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

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of 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/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Aurum Resources Limited, to be held at 11.00am (AWST) on Tuesday, 06 August 2024 at Mirador Corporate, Level 2, 23 Railway Rd, Subiaco WA 6008 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. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

AMPL STEP 2 - Your voting direction Resolutions For Against Abstain 1 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO UNRELATED PARTIES – LISTING RULE 7.1 2 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO UNRELATED PARTIES – LISTING RULE 7.1A 3 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PARTIES 4 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR CAIGEN WANG 5 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR MARK STRIZEK 6 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR TROY FLANNERY 7 APPROVAL TO ISSUE OPTIONS TO PETRA CAPITAL PTY LIMITED 8 APPROVAL TO ISSUE SPP SHORTFALL SHARES TO SPP PARTICIPANTS 9 ISSUE OF INCENTIVE OPTIONS TO MARK STRIZEK 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.

AMPL STEP 2 - Your voting direction Resolutions For Against Abstain 1 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO UNRELATED PARTIES – LISTING RULE 7.1 2 RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO UNRELATED PARTIES – LISTING RULE 7.1A 3 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO UNRELATED PARTIES 4 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR CAIGEN WANG 5 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR MARK STRIZEK 6 APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES TO MR TROY FLANNERY 7 APPROVAL TO ISSUE OPTIONS TO PETRA CAPITAL PTY LIMITED 8 APPROVAL TO ISSUE SPP SHORTFALL SHARES TO SPP PARTICIPANTS 9 ISSUE OF INCENTIVE OPTIONS TO MARK STRIZEK 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.

	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:							Securityholder 2 Director	Securityholder 2 Director	Securityholder 2 Director	Securityholder 2 Director			Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary
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