AUSTRALIAN VANADIUM LIMITED — AGM Information 2020

Oct 25, 2020

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

Date of Meeting

Wednesday, 25 November 2020

Time of Meeting 10.00am (WST)

Place of Meeting

Australian Vanadium Limited Level 1, 85 Havelock Street West Perth WA 6005

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of Australian Vanadium Limited ( Australian Vanadium or the Company ) will be held on Wednesday, 25 November 2020, commencing at 10.00am (WST) at the offices of Australian Vanadium Limited, Level 1, 85 Havelock Street, West Perth, Western Australia.

The enclosed Explanatory Statement accompanies and forms part of this Notice of annual general meeting.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the annual financial report for the financial year ended 30 June 2020, together with the reports by directors and auditors thereon.

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. Adoption of Remuneration Report

That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company’s Annual Report for the financial year ended 30 June 2020 be adopted.

Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.

Voting Exclusion Statement:

Pursuant to section 250R(4) of the Corporations Act, the Company is required to disregard any votes cast on Resolution 1 (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member (together “prohibited persons”).

However, the Company will not disregard a vote if:

• (c) the prohibited person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (d) the vote is not cast on behalf of a prohibited person.

2. Re-election of Director (Mr Leslie Ingraham)

That Mr Leslie Ingraham, being a Director of the Company who retires by rotation in accordance with Clause 7.3(a) of the Company’s Constitution and, being eligible, offers himself for re-election, be reelected as a Director of the Company.

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3. Re-election of Director – (Mr Mark Clifford (Cliff) Lawrenson)

That Mr Cliff Lawrenson, who having been appointed on 9 October 2020 retires in accordance with Clause 7.3(c) of the Company’s Constitution and, being eligible, offers himself for re-election, be reelected as a Director of the Company.

SPECIAL BUSINESS

4. Ratification of Prior Issue of Shares (30 September 2020)

To consider and, if thought fit, to pass the following resolutions as separate and independent ordinary resolutions:

• (a) That, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue by the Company of 254,142,857 Shares pursuant to Listing Rule 7.1 to the parties and on the terms and conditions set out in the Explanatory Statement.

• (b) That, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue by the Company of 103,000,000 Shares pursuant to Listing Rule 7.1A to the parties and on the terms and conditions set out in the Explanatory Statement.

Voting Exclusion :

The Company will disregard any votes cast in favour of these resolutions by a person who participated in the issues and any associates of those persons.

However, the Company need not disregard a vote cast in favour of these Resolution if it cast 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.

5. Proposed Grant of Options

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

That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue of up to 178,571,428 Options, such Options to be issued on the terms and conditions set out in the Explanatory Statement forming part of this Notice, is approved.

Voting Exclusion :

The Company will disregard any votes cast in favour of this resolution by 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) t and any associates of those persons.

However, the Company need not disregard a vote cast in favour of these Resolution if it cast 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

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• (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.

Resolution 6: Adoption of Australian Vanadium Employee Incentive Plan

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

That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt the Australian Vanadium Employee Incentive Plan on the terms and conditions summarised in the accompanying Explanatory Statement.

Voting Exclusion :

The Company will disregard any votes cast in favour of this resolution by all persons who are eligible to participate in the EIP and any associates of those persons.

However, the Company need not disregard a vote cast in favour of these Resolution if it cast by:

• (d) 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

• (e) 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

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

• (iii) 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

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

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:

• (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.

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Resolution 7: Approval for Issue of Performance Rights to Directors

To consider and, if thought fit, to pass each of the following resolutions as a separate ordinary resolution :

Resolution 7.1 Approval for the Issue of Performance Rights to Mr Vincent Algar

That, subject to the passing of Resolution 6, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.14 and for all other purposes, the issue of up to 48,000,000 Performance Rights to Mr Vincent Algar on the terms set out in the Explanatory Statement, be and is hereby approved.

Resolution 7.2 Approval for the Issue of Performance Rights to Mr Leslie Ingraham

That, subject to the passing of Resolution 6, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.14 and for all other purposes, the issue of up to 32,000,000 Performance Rights to Mr Leslie Ingraham on the terms set out in the Explanatory Statement, be and is hereby approved.

Resolution 7.3 Approval for the Issue of Performance Rights to Mr Daniel Harris

That, subject to the passing of Resolution 6, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.14 and for all other purposes, the issue of up to 20,000,000 Performance Rights to Mr Daniel Harris on the terms set out in the Explanatory Statement, be and is hereby approved.

Resolution 7.4 Approval for the Issue of Performance Rights to Mr Cliff Lawrenson

That, subject to the passing of Resolution 6, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.14 and for all other purposes, the issue of up to 24,000,000 Performance Rights to Mr Cliff Lawrenson on the terms set out in the Explanatory Statement, be and is hereby approved.

ASX Voting Exclusion :

The Company will disregard any votes cast in favour of each of resolutions 7.1, 7.2, 7.3 and 7.4 by a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EIP and any associates of those persons.

However, the Company need not disregard a vote cast in favour of these Resolution if it cast by:

• (g) 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

• (h) 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

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

• (v) 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

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

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:

• (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.

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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.

8. Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution

That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement forming part of this Notice.

Voting Exclusion :

The Company will disregard any votes cast in favour of this resolution by 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 or ordinary securities) or any associates of those persons.

However, the Company need not disregard a vote cast in favour of these Resolution if it cast by:

• (j) 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

• (k) 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

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

• (vii) 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

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

9. Appointment of Auditor

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

That, pursuant to section 327B(1)(b) of the Corporations Act Armada Audit and Assurance Pty Ltd, who have consented in writing to act as auditor of the Company, be appointed as auditor of the Company.

BY ORDER OF THE BOARD

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Neville Bassett Company Secretary 15 October 2020

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I M P O RT AN T I NF ORM A T IO N

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 25 November 2020 at:

Australian Vanadium Limited Level 1, 85 Havelock Street West Perth WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00pm (WST) time on 23 November 2020.

VOTING IN PERSON

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

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.

Sections 250BB and 250BC of the Corporations Act provide 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.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Australian Vanadium Limited (“the Company”) in connection with the business to be conducted at the annual general meeting of members to be held at the offices of Australian Vanadium Limited, Level 1, 85 Havelock Street, West Perth, Western Australia on Wednesday, 25 November 2020 at 10.00am (WST).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of annual general meeting.

2. 2020 ANNUAL REPORT

In accordance with the requirements of the Company’s Constitution and the Corporations Act, the 2020 Annual Report will be tabled at the annual general meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report. There is no requirement for a formal resolution on this item.

Representatives from the Company’s auditors, Armada Audit & Assurance Pty Ltd, will be present to take shareholders’ questions and comments about the conduct of the audit and the preparation and content of the audit report.

Annual Report Online

Shareholders who have not elected to receive a hard copy of the Annual Report can access the report on the company’s website at www.australianvanadium.com.au

3. ADOPTION OF REMUNERATION REPORT – Resolution 1

3.1 General

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors’ Report for the year ended 30 June 2020 contains the Remuneration Report which sets out the remuneration policy for the Company and reports on the remuneration arrangements in place for the Directors and Key Management Personnel.

Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3.2 Voting consequences

If at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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4. RE-ELECTION OF DIRECTOR – Resolution 2

Resolution 2 relates to the re-election of Mr Leslie Ingraham as a Director.

In accordance with the requirements of clause 7.3(a) of the Company’s Constitution and the Corporations Act, one-third of the Directors of the Company retire from office at this annual general meeting of the Company, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election

Mr Ingraham retires by rotation and, being eligible, offers himself for re-election.

A summary of the qualifications and experience of Mr Ingraham is provided in the Annual Report.

All the Directors, except for Mr Ingraham, recommend that Shareholders vote in favour of Resolution 2.

5. RE-ELECTION OF DIRECTOR – Resolution 3

Resolution 3 relates to the re-election of Mr Cliff Lawrenson as a Director.

Clause 7.2(b) of the Company’s Constitution states that the Directors may appoint any person as a Director of the company. Under clause 7.3(c) of the Constitution, Directors so appointed must retire at the next Annual General Meeting of the Company and are eligible for election at that meeting.

Mr Lawrenson was appointed as a Director on 9 October 2020. In accordance with clause 7.3(c) of the Constitution, Mr Lawrenson offers himself for election as a Director of the Company.

Mr Cliff Lawrenson B.Com (Hons)

Mr Lawrenson holds postgraduate qualifications in commerce and finance and has worked extensively in project development and investment banking around the world, including in South Africa, Australia, USA and Singapore. Mr Lawrenson is an experienced mining executive and director with deep expertise in the minerals and energy sectors derived from his considerable global experience. He has a successful track record of leading strategic direction in companies and executing corporate transactions.

Mr Lawrenson is currently Non-Executive Chairman of Paladin Energy Ltd (ASX:PDN) and Caspin Resources Limited (ASX:CPN) which is expected to list shortly. Mr Lawrenson is also Non-Executive Chairman of Pacific Energy Limited and Onsite Rental Group.

Mr Lawrenson was Managing Director of Atlas Iron Ltd from 2017 and led the company to its acquisition by Hancock Prospecting Pty Ltd. Prior to Atlas Iron, Mr Lawrenson was Managing Director of a number of ASX listed companies in the mining and mining services sectors. Mr Lawrenson was a senior executive of CMS Energy Corporation in the United States of America and Singapore and this was preceded by an investment banking career.

Mr Lawrenson brings a new level of corporate expertise to the Company and the breadth of his contacts, reputation and experience will assist the Company in working through the final stages of bringing the Australian Vanadium Project into production.

All the Directors, except for Mr Lawrenson, recommend that Shareholders vote in favour of Resolution 3.

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6. RATIFICATION OF PRIOR ISSUE OF SHARES (30 SEPTEMBER 2020) – Resolution 4

6.1 General

On 30 September 2020, the Company issued 357,142,857 Shares to sophisticated investors at an issue price of $0.014 per Share to raise $5,000,000, as announced on 25 September 2020. Subject to shareholder approval (Resolution 5), for every two (2) Shares issued the subscriber will receive one (1) free attaching option exercisable at $0.025 each and expiring two years from the date of issue.

The Company issued a portion of the Shares utilising the 15% annual limit set out in Listing Rule 7.1 (described below) and the balance of the Shares utilising the 10% annual limit set out in Listing Rule 7.1A (also described below). By issuing those Shares utilising these rules, the Company’s capacity to issue further equity securities without Shareholder approval within those limits was accordingly reduced.

Resolutions 4(a) and 4(b) seek Shareholder approval for the prior issue of the Shares to the placees noted below. They are proposed as ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote are in favour of each of the Resolutions.

6.2 Listing Rules 7.1, 7.1A and 7.4

Subject to a number of exceptions, in general terms, Listing Rule 7.1 limits the number of Equity Securities (for example, shares, options and convertible notes) that a listed company may issue or agree to issue without shareholder approval in any 12 month period to 15% of its issued ordinary shares (15% share issue capacity).

Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in Listing Rule 7.1A (10% capacity). The Company is an eligible entity and sought and received Shareholder approval for its 10% capacity at its Annual General Meeting held on 22 November 2019.

Listing Rule 7.4 provides that where an entity in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval under Listing Rule 7.1, thereby “refreshing” the Company’s capacity under Listing Rule 7.1. A note to Listing Rule 7.4 also provides it can also be used to ratify a previous issue of securities made with approval pursuant to Listing Rule 7.1A.

By ratifying these previous issues, the Company will retain the flexibility to issue equity securities in the future within the limits of Listing Rules 7.1 and 7.1A up to its 15% capacity and 10% capacity, respectively, without needing to seek further Shareholder approval. If either Resolution 4(a) and/or Resolution 4(b) are not passed, the Company’s ability to issue new securities without shareholder approval will be restricted until the previous issue/s are ratified at a subsequent meeting or 12 months from the date of issue of the Shares.

Accordingly, these resolutions seek shareholder approval to allow the Company to refresh its 15% share issue capacity (Resolution 4(a)) and 10% share issue capacity (Resolution 4(b)).

6.3 Specific Information required by Listing Rule 7.5

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

• (a) 254,142,857 Shares were issued under the Company’s Listing Rule 7.1 (15%) capacity on 30 September 2020;

• (b) 103,000,000 Shares were issued under the Company’s Listing Rule 7.1A (10%) capacity on 30 September 2020;

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• (c) The Shares were issued at $0.014 per Share.

• (d) The Shares rank equally with all other Shares on issue in the Company.

• (e) The Shares were issued to non-related party investors, who were "Sophisticated Investors" within the meaning of section 708(8) of the Corporations Act or other investors to whom the Company may issue Shares without a disclosure document pursuant to section 708 of the Corporations Act.

• (f) Funds raised from the capital raising will primarily be applied to:

• Delivery of the Bankable Feasibility Study for the Australian Vanadium Project

• Technical and Financial Project delivery, Including securing environmental and other approvals

• Coates (Ni- PGE exploration)

  • Confirmatory soil sampling

  • Airborne Electromagnetics

  • Drill targeting

  • Drilling

• VSUN Energy

  • New large battery sales and domestic battery product development

  • Vanadium electrolyte production

  • Vanadium electrolyte leasing

• Other value addition projects and working capital

A voting exclusion statement is included in the Notice.

6.4 Directors’ Recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolutions 4(a) and 4(b).

7. PROPOSED GRANT OF OPTIONS – Resolution 5

7.1 General

Resolution 5 of the Notice proposes the grant of up to 178,571,428 Options to the parties that subscribed for Shares the subject to Resolution 4, on the basis of one (1) free Option for every two (2) Shares subscribed for and issued.

Subject to a number of exceptions, in general terms, Listing Rule 7.1 limits the number of Equity Securities (for example, shares, options and convertible notes) that a listed company may issue or agree to issue without shareholder approval in any 12 month period to 15% of its issued ordinary shares (15% share issue capacity).

The effect of Resolution 5 will be to allow the Directors to issue the Options without using the Company’s 15% annual placement capacity and the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue. Alternatively, the issue may still proceed, subject to available capacity under Listing Rule 7.1, but it will reduce, to that extent, the Company’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the issue.

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The information required by Listing Rules 7.1 and 7.3 to be provided to shareholders is contained within this Explanatory Statement and the Notice.

7.2 Technical information required by Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of options:

• (a) Maximum number of Options to be issued:

Up to 178,571,428

• (b) Date by which the Company will issue the Options:

No later than three months after the date of the meeting.

• (c) Price at which Options to be issued:

The Options are being issued free as part of the securities package paid for by subscribers to the placement of Shares on 30 September 2020 and which is more particularly described in section 6 above.

• (d) Names of the allottees:

The allottees are as described in section 6.3 (e).

• (e) Terms of issue:

The Options will be issued on the terms and conditions as outlined in Annexure “A”.

• (f) Intended use of funds raised:

The Options will be issued free of charge. There are no funds being raised from the issue as the Options will be issued as part of the securities package paid for by subscribers to the placement of Shares on 30 September 2020, and which are being granted on the basis of one (1) Option for every two (2) Share subscribed for and issued.

• (g) Date of issue:

The issue of Options will occur on one date, no later than three months after the date of the Meeting.

8. ADOPTION OF AUSTRALIAN VANADIUM EMPLOYEE INCENTIVE PLAN – Resolution 6

8.1 Introduction - resolution regarding new employee incentive scheme

The Company has introduced a new employee share scheme which is presented to Shareholders for approval at this General Meeting.

Resolution 6 relates to the Australian Vanadium Employee Incentive Plan (EIP), described in more detail below.

The EIP incorporates both broad based equity participation for eligible employees as well as key executive incentive schemes.

If Resolution 6 is not passed, the Company will not be able to introduce the EIP and consequently, Resolution 7 will not be put to the vote of Shareholders.

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8.2 Background

A summary of the key terms of the EIP is set out in Annexure B, and a copy of the rules of the EIP is available upon request from the Company.

The purpose of the EIP is to:

• (a) reward directors, employees and consultants of the Company;

• (b) assist in the retention and motivation of directors, employees and consultants of the Company; and

• (c) provide an incentive to directors, employees and consultants of the Company to grow shareholder value by providing them with an opportunity to receive an ownership interest in the Company.

Shareholder approval of the EIP is being sought for all purposes under the Corporations Act and the Listing Rules, including Listing Rule 7.2 (exception 13), so that securities issued in accordance with the EIP will be excluded from the calculation of the maximum number of new securities that can be issued by the Company in any 12 month period (currently 15% of shares previously on issue) for a period of three years from the date of approval.

The maximum number of equity securities that may be issued under the EIP is 146,173,284. The number of equity securities proposed to be issue under the EIP following approval is 124,000,000 Performance Rights (Resolution 7).

In general terms, the number of shares that may be issued under the EIP is set with regard to the limits prescribed under ASIC Class Order 14/1000 with respect to employee share scheme offers made without a prospectus and made in accordance with a Notice of Reliance (CF 08). These limits provide that the number of shares that may be issued, when aggregated with a number of shares issued during the previous three years from share issues under all employee share schemes established by the Company (including as a result of exercise of options to acquire shares granted to the previous three years under any such employee share scheme), must not exceed 5% of the total number of shares on issue. Certain unregulated offers, including offers to senior managers and overseas residents are excluded.

If this Resolution 6 is approved by Shareholders, it will have the effect of enabling the securities issued by the Company under the EIP to be automatically excluded from the formula to calculate the number of securities which the Company may issue within the 15% in 12 months limit under Listing Rule 7.1 during the next three years period.

This is the first approval sought under Listing Rule 7.2 (exception 13) with respect to the EIP. Accordingly, no securities have previously been issued under the EIP.

Any future issues of securities under the EIP to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

8.3 EIP terms generally

The EIP is a new employee equity plan developed to meet contemporary equity design standards and to provide the greatest possible flexibility in the design and offer choices available in the various new equity schemes.

The EIP enables the Company to offer employees a range of different employee share scheme (“ESS”) interests. These ESS interests or awards include options, performance rights, service rights, deferred shares, exempt shares, cash rights and stock appreciation rights.

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The type of ESS interest that may be offered to employees will be determined by a number of factors, including:

• the remuneration or incentive purpose;

• the tax jurisdiction that the employee lives and/or works in;

• the laws governing equity incentives where the employee lives and/or works; and

• the logistics and compliance costs associated with offering equity incentives where the employee lives and/or works.

Whenever Shares are acquired under the EIP, they may be acquired and held by an Employee Share Trust (“EST”). The EST will be governed by a trust deed (“EST Trust Deed”) outlining the rules of the EST and the responsibilities of the Trustee, the Company and participants and a copy of any EST Trust Deed will be available upon request from the Company. It is not the intention of the company to establish an EST.

8.4 Directors’ Recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 6. As stated in the Notice, any vote cast in respect of this resolution by a Director and their respective associates will be disregarded, except as stated in the Notice.

9. APPROVAL FOR ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS – Resolution 7

9.1 General

Subject to the adoption of the EIP (refer to Resolution 6), Resolutions 7.1, 7.2, 7.3 and 7.4 seek Shareholder approval for the issue of Performance Rights to the following Directors (or their respective nominees):

Resolution	Director	Number of
		Performance Rights
7.1	Mr Vincent Algar	48,000,000
7.2	Mr Leslie Ingraham	32,000,000
7.3	Mr Daniel Harris	20,000,000
7.4	Mr Cliff Lawrenson	24,000,000

The proposed issue of the Performance Rights forms part of the Company’s remuneration strategy for Executive Directors, and Non-Executive Directors in lieu of a portion of cash remuneration. The Performance Rights are proposed to be issued to the Directors in order to provide an equity based component to their respective remuneration packages.

The Board acknowledges that the grant of Performance Rights to Non-Executive Directors is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations (4[th] Edition). However, the Board considers the proposed issue of the Performance Rights to each of Messrs Algar, Ingraham, Harris and Lawrenson to be reasonable in the circumstances in order to further align their interests with that of Shareholders and to provide appropriate remuneration to the Non-Executive Directors and Executive Directors for their ongoing commitment and contribution to the Company whilst minimizing the expenditure of the Company’s cash resources.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the Performance Rights and consequently, the Directors will not be remunerated by the issue of incentive performance securities. In this case the Company may look to other means of incentivising the Directors, including cash-based incentives.

~~14~~

9.2 Summary of the terms attaching to the Performance Rights

The Performance Rights will vest in four equal tranches, subject to the applicable vesting condition relating to the achievement of a set Share price over 20 consecutive trading days being met:

Tranche	No. of Performance	Vesting Condition
	Rights that Vest
1	25%	Share price of at least $0.025 over 20 consecutive trading
		days on which the Company’s shares have actually traded
2	25%	Share price of at least $0.03 over 20 consecutive trading
		days on which the Company’s shares have actually traded
3	25%	Share price of at least $0.04 over 20 consecutive trading
		days on which the Company’s shares have actually traded
4	25%	Share price of at least $0.05 over 20 consecutive trading
		days on whichthe Company’s shareshave actually traded

Each Performance Right that vests will automatically entitle the holder to be issued with one Share.

The Performance Rights will be issued for nil cash consideration and no consideration is payable by the holder upon the vesting of a Performance Right.

Any Performance Rights that have not vested on or before the date that is five years after the date of issue will automatically lapse and become incapable of vesting into Shares.

A summary of the material terms of the Performance Rights is attached at Annexure C.

9.3 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.

The grant of Performance Rights constitutes giving a financial benefit and Mr Algar, Mr Ingraham, Mr Harris and Mr Lawrenson are related parties of the Company by virtue of being a Director.

The Directors (other than Mr Algar who has a material personal interest in Resolution 7.1) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for Mr Algar, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Directors (other than Mr Ingraham who has a material personal interest in Resolution 7.2) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for Mr Ingraham, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Directors (other than Mr Harris who has a material personal interest in Resolution 7.3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for Mr Harris, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

~~15~~

The Directors (other than Mr Lawrenson who has a material personal interest in Resolution 7.4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for Mr Lawrenson, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

9.4 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 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 the Directors comprising the Board (with the exception of My Lewis) have a material personal interest in the outcome of Resolutions 7.1, 7.2, 7.3 and 7.4. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 7.1, 7.2, 7.3 and 7.4 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 7.1, 7.2, 7.3 and 7.4 for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the reasonable remuneration exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

9.5 ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

Accordingly, Shareholder approval is sought for the issue of Performance Rights to Messrs Algar, Ingraham, Harris and Lawrenson.

If Resolutions7.1 to7.4 are approved by Shareholders, Listing Rule 7.2 (Exception 14) provides that Shareholder approval under Listing Rule 7.1 is not required for issues that have been approved under Listing Rule 10.14. Accordingly, if Resolutions 7.1 to 7.4 are approved, the issue of these Performance Rights to the Directors will not be included in the calculation of the Company’s 15% annual placement capacity for the purposes of Listing Rule 7.1.

9.6 General information on the issue of the Performance Rights

Resolutions 7.1 to 7.4 seek approval from Shareholders to allow the Company to issue the Performance Rights to the Directors (or their nominees) in accordance with the table set out in section 9.1. The Performance Rights are to be issued as part of the Directors’ remuneration package and the issue will allow the Company to appropriately remunerate, and further align with Shareholders, Messrs Algar, Ingraham, Harris and Lawrenson, whilst preserving the Company’s limited cash reserves.

The number of Performance Rights proposed to be issued to each Director was determined having regard to the level of remuneration deemed appropriate to attract suitably qualified persons to act as Directors of the Company. As the Performance Rights have a five-year term, it is not expected that there will be annual grants of equity incentives to Directors. Further, it is noted that the Performance Rights will only vest, and the Directors will only be able to realise value from the grant of the Performance Rights, if there is a substantial appreciation in the Company’s share price

~~16~~

(noting the Company’s share price at the date of this Notice was $0.012), thereby aligning the interests of Directors with the interests of Shareholders.

If Shareholders approve the issue of the Performance Rights the subject of Resolutions 7.1 to 7.4, and assuming all of the Performance Rights are issued and vest into Shares and no other equity securities are issued or exercised, this will dilute the shareholdings of the Company’s existing Shareholders by approximately 4.24% (based on the Company’s issued Share capital as at the date of this Notice). The actual dilution will depend on the number of additional Shares that are actually issued and the Company’s capital structure at the time of issue.

The total annual remuneration arrangements for the Directors the subject of Resolutions 7.1 to 7.4 (as at the date of this Notice) is as follows:

Director	Position	Salary and fees
		(per annum)
Vincent Algar	Managing Director	$275,000
Leslie Ingraham	Executive Director	$177,133
Daniel Harris	Non-Executive Director	$81,250
Cliff Lawrenson	Non-Executive Chairman (Elect)	$95,000

The Directors the subject of Resolutions 7.1 to 7.4 have the following relevant interests in the Shares of the Company (as at the date of this Notice):

Director	Number of Shares
Vincent Algar	7,663,436
Leslie Ingraham	30,478,774
Daniel Harris	2,500,000
Cliff Lawrenson	Nil

9.7 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

Pursuant to and in accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed issue of Performance Rights to the Related Parties:

(i) The following persons (or their respective nominees) are to receive the Performance Rights:

Resolution	Director
7.1	Mr Vincent Algar
7.2	Mr Leslie Ingraham
7.3	Mr Daniel Harris
7.4	Mr Cliff Lawrenson

(ii) Maximum number of Performance Rights to be issued

If Shareholder approval is granted, the maximum number of Performance Rights that may be granted is 124,000,000 as follows:

Resolution	Director	Number of
		Performance Rights
7.1	Mr Vincent Algar	48,000,000
7.2	Mr Leslie Ingraham	32,000,000
7.3	Mr Daniel Harris	20,000,000
7.4	Mr Cliff Lawrenson	24,000,000

~~17~~

Subject to satisfaction of vesting criteria, each Performance Right converts into one Share.

(iii) Value of Performance Rights

The average value of these Performance Rights determined applying a conventional binomial approximation pricing model is $0.00825 per Performance Right, based on the following inputs as at 15 October 2020:

Risk-free rate: 0.25% (Derived from the 3-year Commonwealth Treasury Bond Rate) Historical Volatility: 114% (based on the AVL closing share price for the previous 12 months) Closing Share Price: $0.012 (closing ASX price on 15 October 2020) Dividend Yield: 0.00% (based on actual dividends paid in the previous 12 months)

Based in the above factors, the value of the various tranches of Performance Rights proposed to be issued to the Directors the subject of Resolutions 7.1 to 7.4 is as follows:

	Vincent Algar	Leslie Ingraham	Daniel Harris	Cliff Lawrenson
	(Resolution 7.1)	(Resolution 7.2)	(Resolution 7.3)	(Resolution 7.4)
Tranche 1	$108,000	$72,000	$45,000	$54,000
Subject to vesting
condition that Share price
is equal to or greater than
$0.025 for 20 consecutive
trading days
Tranche 2	$96,000	$64,000	$40,000	$48,000
Subject to vesting
condition that Share price
is equal to or greater than
$0.03 for 20 consecutive
trading days
Tranche 3	$96,000	$64,000	$40,000	$48,000
Subject to vesting
condition that Share price
is equal to or greater than
$0.04 for 20 consecutive
trading days
Tranche 4	$96,000	$64,000	$40,000	$48,000
Subject to vesting
condition that Share price
is equal to or greater than
$0.05 for 20 consecutive
trading days
Total	$396,000	$264,000	$165,000	$198,000

As the vesting of the Performance Rights is subject to vesting conditions linked to the Company’s Share price, the Directors will not be able to realise any value from the grant of the Performance Rights unless and until the applicable vesting conditions have been satisfied.

(iv) Price of Performance Rights

The Performance Rights will be granted at no cost to Mr Algar, Mr Ingraham, Mr Harris, and Mr Lawrenson. Accordingly, no funds will be raised form the issue of the Performance Rights. Once the Vesting Conditions are met (or waived), the Performance Rights will be automatically exercised for nil consideration. Each Performance Right will convert to one Share.

Importantly, no value will be received by Mr Algar, Mr Ingraham, Mr Harris, and Mr Lawrenson if the Performance Rights lapse prior to the vesting date.

~~18~~

(v) Terms and Conditions of Performance Rights

A Performance Right is a right to be issued a Share upon satisfaction of specified performance conditions and prior to the expiry of a vesting period. The performance conditions that are required to be satisfied for the Performance Rights to vest and convert into Shares are as outlined in Annexure C.

(vi) Reporting Requirements

Details of any securities issued under the EIP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under listing rule 10.14; and

Any additional persons covered by listing rule 10.14 who become entitled to participate in an issue of securities under the EIP after the resolution is approved and who were not named in the notice of meeting will not participate under approval is obtained under that rule.

9.8 Number of equity incentives issued under the EIP, persons entitled to participate in the EIP, the date that the Company will grant these equity securities and loans

The EIP, under which securities are proposed to be issued to Mr Algar, Mr Ingraham, Mr Harris and Mr Lawrenson, is the subject of adoption under Resolution 6. The Company has not previously issued or granted any securities under the EIP.

Subject to shareholder approval, it is anticipated that the EIP Interests will be granted to Mr Algar, Mr Ingraham, Mr Harris and Mr Lawrenson or their nominee shortly after the Meeting. Irrespective of these intentions, grants of EIP Interests approved by shareholders under this resolution will be issued within 12 months of the date of this Meeting.

In addition to Messrs Algar, Ingraham, Harris and Lawrenson, persons entitled to participate under the EIP includes any full time or permanent part time employee or officer or director of the Company or consultant of the Company or any related body corporate of the Company.

Finally, no loan will be provided by the Company in relation to the grant or exercise of the EIP Interests proposed to be issued to Mr Algar, Mr Ingraham, Mr Harris and Mr Lawrenson.

9.9

Other Conditions

Unvested EIP Interests may, in certain circumstances, vest early in accordance with the terms of the EIP Rules, and any Leaver’s Policy that may apply from time to time, as approved by the Board.

EIP Interests cannot be transferred, disposed of, or have a security interest imposed over them without Board consent.

Any dealing in Shares is subject to the constraints of Australian insider trading laws and the Company’s Share Trading Policy. Participants are specifically prohibited from hedging their Company share price exposure in respect of their EIP Interests during the vesting period.

If, in the Board’s opinion Mr Algar, Mr Ingraham, Mr Harris or Mr Lawrenson have acted fraudulently or dishonestly or are in breach of their material obligations to the Company, the Board may determine that any or all of their EIP Interests which have not yet vested, lapse.

9.10 Directors’ Recommendation

The Directors have a vested interest in the proposed issue of Performance Rights and therefore make no recommendation, however they note that the benefit, if any, from the grant of the Performance Rights will only flow if the performance milestone vesting conditions are met triggering the conversion of the Performance Rights, which would be value accretive to all Shareholders. The Directors also consider the quantum of Performance Rights to be reasonable in the circumstances.

~~19~~

As stated in the Notice of Meeting, any vote cast in respect of this resolution by a member of the Board or KMP or any person who participates in the issue of EIP Interests, and their respective associates, will be disregarded, except as stated in the Notice of Meeting.

10. APPROVAL of 10% PLACEMENT CAPACITY – Resolution 8

10.1 General

Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 8, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out in Section 10.2 below).

The effect of Resolution 8 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.

If Resolution 8 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 8 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

10.2 Listing Rule 7.1A

Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation (at the date of this Explanatory Statement) of $35,081,588.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: AVL).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

~~20~~

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of Shares issued in the previous 12 months under an exception in Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 or 7.4; and

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under Listing Rule 7.1 or 7.4.

10.3 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 8:

(a) Minimum Price

Any equity securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for a cash consideration per security which is not less that 75% of the volume weighted average market price for securities in that class, calculated over the 15 trading on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the securites are to be issued is agreed by the Company and recipient of the securities; or

• (ii) if the securities are not issued within 10 trading days of the date in (i) above, the date on which the securities are issued.

• (i)

• .

(b) Date of Issue

An approval under Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following.

• (i) The date that is 12 months after the date of the annual general meeting at which the approval is obtained.

• (ii) The time and date of the entity’s next annual general meeting.

• (iii) The time and date of the approval by holders of the Company’s ordinary securities of a transaction under Listing Rule 11.1.2 or Listing Rule 11.2

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

~~21~~

If Resolution 8 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A(2), on the basis of the current market price of Shares and the number of Equity Securities currently on issue.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue		Dilution	Dilution
	Number of Shares issued under 10% Placement Capacity	Funds raised based on issue price of $0.006 (50% decrease in issue price)	Funds raised based on issue price of $0.012 (issue price)	Funds raised based on issue price of $0.024 (100% increase in issue price)
2,923,465,689 (Current)	292,346,569	$1,754,079	$3,508,159	$7,016,318
4,385,198,534 (50% increase)	438,519,853	$2,631,119	$5,262,238	$10,524,476
5,846,931,378 (100% increase)	584,693,138	$3,508,159	$7,016,318	$14,032,635

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current shares on issue are the Shares on issue as at 15 October 2020.

2. The issue price set out above is the last closing price of the Shares on the ASX prior to the date of this Notice.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

~~22~~

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

As cash consideration in which case the Company intends to apply funds raised towards development of the Company’s Australian Vanadium Project; completion of a bankable feasibility study, resource and reserve updates; and general working capital (including corporate and administration costs); or

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to a number of factors, including:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; and

• (v) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice but may include existing Shareholders and/or new investors who are not related parties or associates of a related party of the Company.

(f) Previous Approval under Listing Rule 7.1A

The Company previously obtained approval under Listing Rule 7.1A at its annual general meeting held on 22 November 2019.

In accordance with Listing Rule 7.3A.6, the following information is provided to shareholders regarding the equity securities issued in the previous 12 months preceding the date of the Annual General Meeting.

Listing Rule 7.3A.6(a)

The table below shows the total number of equity securities issued under Listing Rule 7.1A.2 in the previous 12 months preceding the date of the annual general meeting and the percentage that those issues represent of the total number of equity securities on issue at the commencement of that 12 month period.

ommencement of that 12 month period.
Total number of equity securities issued in the 12 months preceding the date of the meeting	103,000,000
Percentage that they represent of the total number of equity securities on issue at the commencement of that 12 month period	3.8%

~~23~~

Listing Rule 7.3A.6(b)

The tables below set out specific details for each issue of equity securities that have taken place in the 12 month period prior to the date of the annual general meeting.

Date of issue	30 September 2020
Number issued	103,000,000
Summary of terms	Ordinary fully paid shares ranking equally with existing shares on issue.
Names of the persons who received securities or basis on which those persons were determined	The Shares were issued to non-related party investors, who were "Sophisticated Investors" within the meaning of section 708(8) of the Corporations Act or other investors to whom the Company may issue Shares without a disclosure document pursuant to section 708 of the Corporations Act.
Price	$0.014
Discount to market price (if any)	10.02% discount to the 15-day VWAP of $0.0156
For cash issues
Total cash consideration received	$1,442,000
Amount of cash consideration spent	$Nil
Use of cash consideration	Principally, progression of the Australian Vanadium Project and for general working capital. (refer ASX announcement dated 25 September 2020.
Intended use for remaining amount of cash (if any)	Unspent funds: $1,442,000 Principally, progression of the Australian Vanadium Project and for general working capital.
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash consideration	N/A

10.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

11. APPOINTMENT OF AUDITOR – Resolution 9

Since the Company’s last Annual General Meeting the Company has been made aware that due to an administrative oversight several years ago the appointment of the Company’s auditor was not confirmed by shareholders as required by the Corporations Act.

As a consequence and for the avoidance of doubt, the Board re-appointed Armada Audit and Assurance Pty Ltd as auditor of the Company pursuant to section 327C(1) of the Corporations Act.

Pursuant to section 327C(2) of the Corporations Act this appointment expires at the Annual General Meeting and accordingly there will be a vacancy in the office of auditor. Section 327B(1) provides that a company shall at each Annual General Meeting, if there is a vacancy in the office of auditor of the company, appoint a person, firm or company to fil the vacancy.

~~24~~

Mandevilla Pty Ltd, a member of the Company, has nominated the firm Armada Audit and Assurance Pty Ltd as auditor of the Company pursuant to sub-section 328B(1) of the Corporations Act. Armada Audit and Assurance Pty Ltd are eligible and have consented to be appointed as auditor of the Company as required by sub-section 328A(1) of the Corporations Act. Pursuant to sub-section 328B(3) of the Corporations Act the written notice nominating Armada Audit and Assurance Pty Ltd as auditor is attached to this Explanatory Memorandum as an annexure.

The Board recommends the re appointment of Armada Audit and Assurance Pty Ltd as the auditor of the Company.

12. DEFINITIONS

ASX means ASX Limited ABN 98 008 624 691.

ASIC means the Australian Securities & Investments Commission.

Australian Vanadium or the Company means Australian Vanadium Ltd ACN 116 221 740.

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).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EIP means the Australian Vanadium Employee Incentive Plan the subject of Resolution 6.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• i) is not included in the A&P/ASX 300 Index; and

• ii) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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 Statement means this Explanatory Statement.

Key Management Personnel means has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rules means the official listing rules of ASX.

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Meeting means the annual general meeting to be held on 25 November 2020.

Notice or Notice of Meeting means the notice of annual general meeting which forms part of this Explanatory Statement.

Option means an option exercisable at $0.025 each expiring 2 years from date of grant and otherwise on the terms and conditions outlined in Annexure A.

Ordinary Securities has the meaning set out in the Listing Rules.

Performance Right means a right issued on the terms and conditions set out in Annexure C.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

Resolution means a resolution contained in this Notice.

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

Shareholder means the holder of a Share.

10% Placement Capacity has the meaning given in Section 10.1 of this Notice.

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ANNEXURE A

T E R M S AN D C ON D IT IO N S O F O PT IO N S

The terms and conditions of the Options are as follows:

(a) Entitlement

Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.

(b) Exercise Price

Subject to paragraph (h), the amount payable upon exercise of each Option will be $0.025 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date two (2) years from date of grant ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The Options are exercisable at any time during the Exercise Period by notice in writing to the Company ( Notice of Exercise ) accompanied by 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. Options may be exercised in whole or in part, and if exercised in part, multiples of 20,000 must be exercised on each occasion.

(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) Issue of Shares on exercise

The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options. All shares issued upon exercise of the options will rank pari passu in all respects with the company’s then existing ordinary fully paid shares.

(h) Reconstruction of capital

In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable Listing Rules in force at the time of the reorganisation.

(i) 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 Options.

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(j) Change in exercise price

There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.

(k) Effect of Bonus Issue

If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options

(l) Transferability

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

(m) Quotation

The Company will seek to have the Options quoted by ASX.

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ANNEXURE B

S U M M A R Y OF E I P KE Y T E R M S A N D K EY P O LI C Y S ET TI NGS

Eligibility

The Board has the discretion to determine which employees are eligible to participate in the EIP. The definition of employee under the rules of the EIP includes any full time or permanent part time employee or officer or director of the Company or consultant of the Company or any related body corporate of the Company.

Vesting conditions

The vesting of any securities issued under the EIP, excluding Exempt Shares and Stock Appreciation Rights, may be conditional on the satisfaction of performance and/or service conditions as determined by the Board and advised to the employee in the individual’s offer documents.

Exercise of securities

Vested securities issued under the EIP will not automatically trigger the exercise of the securities, but a participant will be entitled to exercise in accordance with the terms contained in the invitation to the individual.

Price

Securities issued under the EIP may be issued at no cost to the participants. Options may be subject to payment of an exercise price by the participant which is determined by the Board and advised to the participant in the individual’s offer documents.

Lapse/forfeiture

Securities issued under the EIP will lapse or be forfeited on the earliest of:

• any expiry date applicable to the securities;

• any date which the Board determines that vesting conditions applicable to the securities are not met or cannot be met;

• the participant dealing in respect of the securities in contravention of the EIP; and

• the Board determining that a participant has committed an act of fraud, is ineligible to hold the office for the purposes of Part 2D.6 of the Corporations Act, or is found to have acted in a manner that the Board considers to constitute gross misconduct.

Board may elect to settle in cash

If the Board determines that it is not appropriate for tax, legal, regulatory or compliance reason to issue or transfer Shares upon satisfaction of its obligations under the plan, the Company may make a cash payment to the participant in accordance with the terms of the plan.

Waiving the restricted period

The Board may waive or shorten the restriction period applicable to securities issued under the EIP, as contained in the offer to the participant.

Change of Control

On the occurrence of a Change of Control (as defined in the rules of the EIP), the Board will determine, in its sole and absolute discretion, the manner in which vested and unvested securities issued under the EIP shall be dealt with.

Cessation of employment

All unvested securities issued under the EIP lapse immediately on termination of employment unless any Leaver’s Policy applies or the Board determines otherwise depending on the circumstances.

No dealing or hedging

Dealing restrictions apply to securities issued under the EIP in accordance with the rules of the EIP and the Company’s share trading policy. Participants are prohibited from hedging or otherwise protecting the value of unvested securities issued under the EIP.

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Rights attaching to Shares

Shares issued under the plan will rank equally for dividends and other entitlements, be subject to any restrictions imposed under these rules and otherwise rank equally with the existing Shares on issue at the time of allotment.

Company may issue or acquire shares

Company may, in its discretion, either issue new shares or acquire shares already on issue, or a combination of both, to satisfy the Company’s obligations under the EIP.

Adjustments

Prior to the allocation of shares to a participant upon vesting or exercise of securities issued under the EIP, the Board may make any adjustment it considers appropriate to the terms of securities in order to minimise or eliminate any material advantage or disadvantage to a participant resulting from a corporate action such as a capital raising or capital reconstruction.

Limits on securities issued

The number of shares that may be issued under the EIP is set with regard to the limits prescribed under ASIC Class Order 14/1000 with respect to employee share scheme offers made without a prospectus and made in accordance with a Notice of Reliance (CF 08). These limits provide that the number of shares that may be issued, when aggregated with a number of shares issued during the previous three years from share issues under all employee share schemes established by the Company (including as a result of exercise of options to acquire shares granted to the previous three years under any such employee share scheme), must not exceed 5% of the total number of shares on issue. Certain unregulated offers, including offers to senior managers and overseas residents are excluded.

An overall limit of 15% for employee share scheme (ESS) offers is imposed.

Continued operation of the plan

The plan may be suspended, terminated or amended at any time by the Board, subject to any resolution of the Company required by the listing rules.

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ANNEXURE C

T E R M S AN D C ON D IT IO N S O N P E R FO RM A N C E R IG HT S

• (i) Conversion on achievement of milestone : Each Performance Right will automatically convert into one new ordinary fully paid share in Australian Vanadium Limited on satisfactory achievement of the following condition ( Vesting Condition ):

• (a) Tranche 1 : The Company achieves a share price of at least $0.025 over 20 consecutive trading days on which the Company’s shares have actually traded.

• (b) Tranche 2 : The Company achieves a share price of at least $0.03 over 20 consecutive trading days on which the Company’s shares have actually traded.

• (c) Tranche 3 : The Company achieves a share price of at least $0.04 over 20 consecutive trading days on which the Company’s shares have actually traded.

• (d) Tranche 4 : The Company achieves a share price of at least $0.05 over 20 consecutive trading days on which the Company’s shares have actually traded.

• (ii) Lapse: A Performance Right will lapse on the earliest to occur of:

• (a) subject to any automatic vesting in accordance with other terms, if applicable Vesting Condition has not been met; or

• (b) the expiry date which will be 5:00PM WST on the five-year anniversary from the date of grant.

• (iii) Transfer: The Performance Rights are not transferable.

• (iv) No voting rights: The Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (v) No dividend rights: The Performance Rights do not entitle the holder to any dividends.

• (vi) No rights to return of capital: The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (vii) Rights on winding up: Upon the winding up of the Company, the Performance Rights may not participate in the surplus profits or assets of the Company.

• (viii) Change of Control: All unvested Performance Rights automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Rights, in aggregate, convert into not being more than 10% of the issued ordinary capital of Australian Vanadium Limited as at the date of conversion.

• (ix) Reorganisation: In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued shares, the number of Performance Rights to which each Performance Rights holder is entitled will be adjusted in the manner provided for in the ASX listing rules applicable at the time the reorganisation comes into effect.

• (x) No quotation: The Performance Rights will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Rights into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion and any escrow period ending, apply for the official quotation of the Shares arising from the conversion on ASX.

• (xi) Participation in entitlements and bonus issues: Holders of Performance Rights will not be entitled (in their capacity as a Holder of a Performance Right) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (xii) No other rights: The Performance Rights give the holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Change of Control means a person who does not control the Company at the time the Performance Rights are issued achieving control of more than 50% of the ordinary voting securities in the Company.

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ANNEXURE D

N O M IN AT IO N OF AUD I TO R

15 October 2020

The Board of Directors Australian Vanadium Limited Level 1 85 Havelock Street WEST PERTH WA 6005

We, Mandevilla Pty Ltd being a member of Australian Vanadium Limited ACN 116 221 740 (Company) nominate Armada Audit and Assurance Pty Ltd in accordance with section 328B(1) of the Corporations Act fill the office of the auditor of the Company.

Please distribute copies of this notice of nomination as required by section 328B(3) of the Corporations Act.

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_________ N J Bassett - Director Mandevilla Pty Ltd

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