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AUSTRALIAN GOLD AND COPPER LTD Proxy Solicitation & Information Statement 2024

Jun 10, 2024

64329_rns_2024-06-10_dc4a8442-0e20-4ddc-beec-a730d9bdaf55.pdf

Proxy Solicitation & Information Statement

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Australian Gold and Copper Ltd

ACN 633 936 526

Notice of General Meeting and Explanatory Memorandum

Date of Meeting: Friday, 12 July 2024

Time of Meeting: 11:30am AWST

Place of Meeting: Level 2, 22 Mount Street, Perth WA 6000

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

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 5.00pm AWST on Wednesday 10[th] July 2024.

Notice of General Meeting

Notice is given that a General Meeting of shareholders of Australian Gold and Copper Ltd ACN 633 936 526 (Company) will be held at Level 2, 22 Mount Street, Perth WA 6000 on 12 July 2024 commencing at 11:30am AWST.

Agenda

Ordinary business

1. Resolution 1: Ratification of Issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass 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 15,468,750 Tranche 1 Placement Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement:

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares the subject of Resolution 1, or an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by:

  • (a) a person as 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.

2. Resolution 2: Issue of Tranche 2 Placement Shares to a Related Party – GeoZen

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 18,906,250 Tranche 2 Placement Shares to GeoZen Resources Group Co., Limited, a company controlled by Mr Zhang Yong (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion statement:

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of GeoZen Resources Group Co., Limited (or their 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 2 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.

Page 1

Notice of General Meeting

Voting Prohibition Statement:

A person appointed as a proxy must not vote on the basis of that appointment on this Resolution if:

  • (a) the proxy is either a member of the Key Management Personnel, or a closely related party of such a member; or

  • (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 person Chairing the meeting; and

  • (b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

By order of the board

Damon Cox

Joint Company Secretary 6 June 2024

Page 2

Notice of General Meeting

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ). The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

BY MAIL
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
BY FAX
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
ONLINE
Lodge your vote online at
www.investorvote.com.au using your secure
access information as provided in your proxy
ALL ENQUIRIES TO
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 5.00pm AWST on 10 July 2024.

Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.
Joint
Holding:
Where the holding is in more than one name, either holder may sign.
Power of
Attorney:
To sign under Power of Attorney, please attach a certified photocopy of the Power of Attorney
to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form
must be signed by that person. If the company (pursuant to section 204A of the Corporations
Act 2001) does not have a Company Secretary, a Sole Director can sign alone.
Otherwise this form must be signed by a Director jointly with either another Director or a
Company Secretary.
Please indicate the office held by signing in the appropriate place.

Page 3

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders of Australian Gold and Copper Ltd ACN 633 936 526 ( AGC or the Company ) to explain the resolutions to be put to Shareholders at a General Meeting to be held at Level 2, 22 Mount Street, Perth WA 6000 on 12 July 2024 commencing at 11:30am AWST.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.

Terms used in this Explanatory Memorandum are defined in Section 4.

2. Resolution 1: Ratification of Issue of Tranche 1 Placement Shares

2.1 Background

On 29 May 2024 the Company announced that it had received firm commitments for a placement of 34,375,000 fully paid ordinary shares at an issue price of $0.32 per share to raise $11 million before issue costs ( Placement ).

The purpose of the Placement was to provide funds to develop the Company’s portfolio of exploration assets, including the South Cobar Project, and for general working capital requirements.

The Placement comprised two tranches:

  • (a) The issue of 15,468,750 fully paid ordinary shares to sophisticated, professional and institutional investors on 6 June 2024 using the Company’s 15% placement capacity under Listing Rule 7.1 ( Tranche 1 Placement Shares ); and

  • (b) Subject to shareholder approval, the issue of 18,906,250 fully paid ordinary shares to GeoZen Resources Group Co., Limited (see Resolution 2 below).

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

2.2 Listing Rule 7.1

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 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 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 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.

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.

Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

Page 4

Explanatory Memorandum

2.4 Technical Information required by Listing Rule 14.1A

If Resolution 1 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the dates of issue of the Tranche 1 Placement Shares.

If Resolution 1 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the dates 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 Resolution 1:

  • (a) the Tranche 1 Placement Shares were issued to sophisticated, professional and institutional investors identified through a bookbuild process conducted by Canaccord Genuity (Australia) Limited;

  • (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

  • (A) 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

  • (B) issued more than 1% of the issued capital of the Company;

  • (c) the 15,468,750 Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company, and were issued on the same terms and conditions as the Company’s existing Shares;

  • (d) the Tranche 1 Placement Shares were issued on 6 June 2024;

  • (e) the issue price of the Tranche 1 Placement Shares was $0.32 each, and there is no other consideration to be received by the Company;

  • (f) the purpose of the Placement was to provide funding for exploration activities and general working capital requirements;

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

2.6 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

The Chair intends to vote all available proxies in favour of Resolution 1.

3. Resolution 2: Issue of Tranche 2 Placement Shares to a Related Party – GeoZen

3.1 Background

As set out in section 2.1 above, the Company announced on 29 May 2024 that it had received firm commitments for a Placement to raise $11 million before issue costs.

Tranche 2 of the Placement comprises the issue of 18,906,250 fully paid ordinary shares ( Tranche 2 Placement Shares ) to GeoZen Resources Group Co., Limited ( GeoZen ), which was formerly known as Delin Mining Group Cooperation Limited (see ASX announcement dated 31 May 2024).

GeoZen holds 55% of the shares in the Company, and under the Share Subscription Agreement with AGC, GeoZen has the right to participate in any proposed equity offer. GeoZen has exercised its participation rights and has committed to subscribe for its proportionate amount of the shares in the Placement to maintain its shareholding.

GeoZen is controlled by Mr Zhang Yong, who is also a director of AGC. As such, GeoZen is a related party of the Company for the purposes of Listing Rule 10.11.1 and shareholder approval is required to issue the shares.

Resolution 2 therefore seeks Shareholder approval to issue the Tranche 2 Placement Shares.

Page 5

Explanatory Memorandum

3.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX 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 shares to GeoZen falls within ASX Listing Rules 10.11.1 and 10.11.2, and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 2 seeks the required Shareholder approval for the issue of the Tranche 2 Placement Shares to GeoZen under ASX Listing Rule 10.13.

3.3 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.

A “related party” is widely defined under the Corporations Act, and includes the directors of the Company and an entity controlled by a related party. Due to the fact that GeoZen is controlled by Mr Zhang, a director of the Company, GeoZen is a related party of the Company for the purposes of Section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, Section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate.

It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities to a related party.

The issue of the Tranche 2 Placement Shares under Resolution 2 constitutes the provision of a financial benefit to a related party.

One of the nominated exceptions to the requirement to obtain shareholder approval under Chapter 2E of the Corporations Act is where the provision of the financial benefit is on terms that would be reasonable in the circumstances if the Company and the related party were dealing at arm’s length (or on terms less favourable than arm’s length).

Given that the terms of the proposed share issue to GeoZen are equivalent to the terms of the Placement to non-related parties of the Company, the Board (other than Mr Zhang Yong) considers the issue of Tranche 2 Placement Shares under Resolution 2 to constitute provision of a financial benefit on arm’s length terms, and accordingly that Shareholder approval under Chapter 2E of the Corporations Act is not required.

Page 6

Explanatory Memorandum

3.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares to GeoZen within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

As approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Tranche 2 Placement Shares (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Tranche 2 Placement Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares to GeoZen.

3.5 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13 the following information is provided in relation to Resolution 2:

  • (a) the Tranche 2 Placement Shares will be issued to GeoZen Resources Group Co., Limited (or their nominee);

  • (b) GeoZen is controlled by Mr Zhang Yong, who is also a director of AGC, and GeoZen is therefore a related party of the Company for the purposes of Listing Rule 10.11.1;

  • (c) the maximum number of shares to be issued to GeoZen is 18,906,250;

  • (d) the Tranche 2 Placement Shares are fully paid ordinary shares in the capital of the Company, and were issued on the same terms and conditions as the Company’s existing shares;

  • (e) the Tranche 2 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);

  • (f) the Tranche 2 Placement Shares will be issued at a price of $0.32 each, and there is no other consideration to be received by the Company;

  • (g) the purpose of the Placement was to provide funding for exploration activities and general working capital requirements;

  • (h) the issue of the Tranche 2 Placement Shares is not being made to remunerate or incentivise the director; and

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

3.6 Board recommendation

The Board (other than Mr Zhang Yong) recommends that Shareholders vote in favour of Resolution 2. The Chair intends to vote all available proxies in favour of Resolution 2.

Page 7

Explanatory Memorandum

4. Interpretation

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

Board means the board of directors of the Company.

Closely Related Party has the meaning given in section 9 of the Corporations Act 2001 (Cth).

Company means Australian Gold and Copper Ltd ACN 633 936 526.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 ( Cth ) as amended, varied or replaced from time to time.

Director means a director of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

General Meeting means the General Meeting of the Company pursuant to this Notice of Meeting.

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.

Official List means the official list of the ASX.

Option means an option to acquire a Share.

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

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution proposed at the Meeting.

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

Shareholder means a holder of Shares in the Company.

Page 8

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:30am (AWST) on Wednesday, 10 July 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 183855

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Australian Gold and Copper Ltd hereby appoint the Chairman OR of the Meeting

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Australian Gold and Copper Ltd to be held at Level 2, 22 Mount Street, Perth, WA 6000 on Friday, 12 July 2024 at 11:30am (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 2 (except where I/we have indicated a different voting intention in step 2) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box in step 2.

Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Resolution 1 Ratification of Issue of Tranche 1 Placement Shares Resolution 2 Issue of Tranche 2 Placement Shares to a Related Party – GeoZen

For Against Abstain

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

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