BARYS RESOURCES LIMITED - AGM Information 2021

10 December 2021

LETTER TO SHAREHOLDERS REGARDING ANNUAL GENERAL MEETING

Dear Shareholder

Kopore Metals Limited (“ Kopore ” or “ Company ”) will be holding its annual general meeting of shareholders at 10:00am (WST) on 11 January 2022 ( Meeting ) at Suite 5, 62 Ord Street, West Perth WA 6005.

In accordance with the Treasury Laws amendment (2021 Measures No. 1) Act 2021, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link: https://www.koporemetals.com/investors/asx-announcements/.

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Automic Group Pty Ltd by:

post to: Automic GPO Box 5193 Sydney NSW 2001

email to: [email protected]

Proxy votes may also be lodged online using the following link:

https://investor.automic.com.au/#/loginsah

Your proxy voting instruction must be received by 10:00am (WST) on 9 January 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Automic Group Pty Ltd on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting, as detailed below.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at www.koporemetals.com.

KOPORE METALS LIMITED ABN 73 149 230 811 EMAIL [email protected]

REGISTERED OFFICE Suite 5, 62 Ord Street, West Perth WA 6005

10 December 2021

Authorised by the Board of Kopore Metals Limited.

FOR FURTHER INFORMATION PLEASE CONTACT:

CAROLINE KEATS Managing Director Kopore Metals Limited Tel. +61 8 9322 1587 [email protected] www.koporemetals.com

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PAGE 2 OF 2

KOPORE METALS LIMITED ACN 149 230 811

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : 11 January 2022 PLACE : Suite 5, 62 Ord Street, West Perth WA 6005

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their 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 10:00am (WST) on 9 January 2022.

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at Suite 5, 62 Ord Street, West Perth WA 6005 on 11 January 2022 at 10:00am (WST).

Your vote is important

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

Voting in person

To vote in person, attend the 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.

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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 (ie 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 (ie as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the 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 (ie as directed).

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; or
➢ 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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 1587.

BUSINESS OF THE MEETI NG

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial period ended 30 June 2021 including the declaration of the Directors’, the Directors’ report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – JAMES EGGINS

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

“That, Mr James Eggins, having been appointed as an additional director of the Company on 15 November 2021, who retires in accordance with clause 7.6(a) of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering himself for election, be elected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – GRANT FERGUSON

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

“That, for the purpose of clause 7.2(b)(iv) of the Constitution, ASX Listing Rule 14.5 and for all other purposes, Mr Grant Ferguson, a Director, retires and being eligible, is elected as a Director.”

5. RESOLUTION 4 – RATIFICATION OF SHARE ISSUE UNDER ASX LISTING RULE 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2.5 million Shares issued under Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ironside Capital Pty Ltd, Merchant Group Australia Pty Ltd and Laneway Investments Pty Ltd and any associates of Ironside Capital Pty Ltd, Merchant Group Australia Pty Ltd and Laneway Investments Pty Ltd . However, this does not apply to a vote cast in favour of a resolution 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 of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or
(c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with the directors given by the beneficiary to the holder to vote in that way.

6. RESOLUTION 5 – RATIFICATION OF OPTION ISSUE UNDER ASX LISTING RULE 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 25 million Options issued under Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement.”

(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 of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or
(c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with the directors given by the beneficiary to the holder to vote in that way.

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 7 – APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN

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

“That, for the purposes of ASX Listing Rule 7.2, Exception 13(b) and for all other purposes, Shareholders approve any issue of securities under the Employee Incentive Plan for eligible participants known as the “Kopore Employee Securities Incentive Plan”, a summary of the rules of which are set out in Schedule 1 to the Explanatory Statement, as an exception to Listing Rule 7.1.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme in question; or any Associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 7 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in the nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition :

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

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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:

(c) the proxy is the Chair; and
(d) 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.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

9. RESOLUTION 8 - APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE PLAN

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

“'That, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the Kopore Metals Limited Employee Securities Incentive Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Statement."

Voting Prohibition :

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

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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:

(c) the proxy is the Chair; and
(d) 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.

10. RESOLUTION 9 – APPROVAL OF ISSUE OF LOAN SHARES PURSUANT TO EMPLOYEE SECURITIES INCENTIVE PLAN

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

“That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 20,000,000 Loan Shares to Caroline Keats (or her nominees) under the Employee Securities Incentive Plan, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates.

However, this does not apply to a vote cast in favour of Resolution 9 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in the nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition :

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

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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:

(c) the proxy is the Chair; and
(d) 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.

Dated: 10 December 2021 By order of the Board Shannon Coates Joint Company Secretary

EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.koporemetals.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR JAMES EGGINS

3.1 General

Clause 7.6(a) of the Company’s Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders.

James Eggins, having been appointed pursuant to clause 7.6(a) of the Constitution on 15 November 2021, will retire in accordance with the Constitution and being eligible, seeks election.

If Resolution 2 is passed, Mr Eggins will be appointed as a Non-Executive Director of the Company.

If Resolution 2 is not passed, Mr Eggins will not be appointed as a Non-Executive Director of the Company.

3.2 Qualifications and other material directorships

Mr Eggins previously held senior management roles at Queensland Mines Ltd, that developed and operated the Nabarlek uranium project in the Northern Territory; was General Manager and then Divisional Manager for Olympic Dam Marketing during his 15-year tenure with WMC Ltd and later, was the General Manager (Sales & Contract Administration) at Paladin Energy Ltd for seven years. Complementing forty years of uranium experience, Mr Eggins has also managed marketing and business development roles in mineral sands, refined copper, precious metals, and for the last seven years with Greenland Minerals Ltd, rare earth minerals.

Mr Eggins has been involved with the mine-to-market supply chain for mines in Australia and Africa. Mr Eggins, who holds a BA from the University of Sydney and an LLB (Hons) from the Australian National University, Canberra, also served as Chair of the Uranium Information Centre and as a Board member of the World Nuclear Association.

3.3 Corporate governance

Mr Eggins has no interests, position association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company and its security holders generally.

If elected the Board considers Mr Eggins an independent Director.

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Eggins and the checks did not reveal any information of concern.

Mr Eggins has confirmed that he considers he will have sufficient time to fulfil is responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with her availability to perform his duties as a Non-Executive Director of the Company.

3.4 Directors’ Recommendation

The Board (other than Mr Eggins) recommends Shareholders vote in favour of Resolution 2 on the basis that Mr Eggins’ skills and experience have and will continue to support the Company in achieving its strategic objectives.

The Chair intends to exercise all available proxies in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR GRANT FERGUSON

4.1 General

Clause 7.2(b) of the Company’s Constitution and Listing Rule 14.5 each require an election of Directors at each annual general meeting of the Company. If no person or Director is standing for election or re-election in accordance with other Articles of the Constitution, Article 7.2(b)(iv) provides that that any Director who wishes to may retire and stand for re-election.

Grant Ferguson will retire in accordance with the Constitution and being eligible, seek re-election.

4.2 Qualifications and other material directorships

Grant Ferguson

Mr Ferguson is a geologist with over 26 years’ experience in all aspects of gold and base metal operations including significant African and country experience. He has experience in exploration, scoping/pre-feasibility/feasibility studies, project development and mining operations with a range of public and private companies. His experience includes precious and base metals, bulk commodities (coal & iron ore) and renewable energy projects across Australia, Africa, Asia, North America, Europe, and the Middle East. Mr Ferguson is a fellow of the Australian Institute of Geoscientists (AIG) and a member of the Australian Institute of Mining and Metallurgy (AusIMM).

4.3 Independence

If elected the Board considers Mr Ferguson to be an independent Director.

4.4 Directors’ Recommendation

The Board (other than Mr Ferguson) recommends Shareholders vote in favour of Resolution 3.

The Chair intends to exercise all available proxies in favour of Resolution 3.

5. RESOLUTIONS 4 AND 5 - RATIFICATION OF SHARE AND OPTION ISSUES UNDER ASX LISTING RULE 7.1

5.1 General

As announced on 28 January 2021, the Company's wholly owned subsidiary, Kopore (WA) Pty Ltd, executed a binding earn in and joint venture agreement with Murchison Copper Mines Pty Ltd, a subsidiary of Horseshoe Metals Limited, providing for an earn in and joint venture in relation to the tenements surrounding the historical Horseshoe Lights copper – gold mine ( Transaction ).

The material terms of the Transaction include:

Upfront Payment : $50,000 is payable by the Company upon satisfaction of certain conditions precedent by MCM.

Stage one : Earn in of $1.45 million expenditure to earn a 51% beneficial interest in the Agreement Area over a two-year period. Stage one includes a minimum expenditure amount of $250,000 to be spent in year 1 ( Minimum Expenditure ). the Company must expend this minimum expenditure amount before it is able to withdraw from the earn-in.

Joint Venture : Upon completion of the stage one earn-in, the Company and MCM will form an unincorporated joint venture in relation to the exploration of the Agreement Area. The parties' initial respective interest in the Joint Venture will be the Company: 51% and MCM: 49%.

Stage two : the Company can elect to expend an additional $1.5 million within a further 2 years to earn into an additional 19% beneficial interest in the Agreement Area. If the Company completes the stage 2 earn in, the parties' respective interest in the Joint Venture will be the Company 70% and MCM 30%.

Joint Venture expenditure : Following the earn-in, the parties must each contribute to Joint Venture expenses in proportion to their respective percentage interest in the Joint Venture or their interest will be diluted in accordance with a prescribed formula. The Company notes the Upfront Payment condition has been satisfied.

Merchant Capital and Ironside Capital ( Advisors ) provided corporate advisory services, which included introductory services, in relation to the Transaction pursuant to a joint corporate advisory mandate.

In consideration for the corporate advisory services under the mandate, the Company issued nominees of the Advisors the following Equity Securities (out of their existing LR7.1 placement capacity):

2.5 million Advisor Shares on 29 January 2021 (the subject of Resolution 3); and
25 million Advisor Options on 4 June 2021 (the subject of Resolution 4).

The Advisor Options were issued in two tranches, on the following terms:

12,500,000 Advisor Options exercisable at $0.02 each and expiring 1 February 2025 and vesting subject to the Kopore Board electing to proceed with the JV Stage 1 (51%) or share price achieving a 10-day VWAP of $0.03 and commencement of an exploration program on the Horseshoe West Project; and
12,500,000 Advisor Options exercisable at $0.02 each and expiring 1 February 2025 and vesting subject to the Kopore Board electing to proceed with the JV Stage 2 (70%) or share price achieving a 10-day VWAP of $0.04 and commencement of an exploration drilling program on the Horseshoe West Project.

Upon the Company meeting the Minimum Expenditure condition noted above, the Company is required to issue a further 2.5 million shares to the Advisors (or their nominee(s)).

Resolution 4 seeks shareholder approval for the ratification of the Advisor Shares, pursuant to ASX Listing Rule 7.4. Resolution 5 seeks shareholder approval for the ratification of the Advisor Options, pursuant to ASX Listing Rule 7.4.

5.2 ASX Listing Rules 7.1 and 7.4

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 period.

The issue of the Advisor Shares and Advisor Options do not fit within any of the exceptions to Listing Rule 7.1 and, as these have not yet been approved by Shareholders, effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12 month period following the respective issue of the Advisor Shares and Advisor Options.

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 into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolutions 4 and 5 seek Shareholder approval to the issue of the Advisor Share and Advisor Options respectively under and for the purpose of Listing Rule 7.4.

If Resolutions 4 and 5 are passed, the issue of the Advisor Shares and Advisor Options respectively will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the respective issue of the Advisor Shares and Advisor Options.

If Resolutions 4 and 5 are not passed, the respective issues of the Advisor Shares and Advisor Options will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue of the Advisor Shares and Advisor Options.

5.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Advisor Shares and Advisor Options:

(a) the Advisor Shares and Advisor Options were issued to Ironside Capital Pty Ltd, Merchant Group Australia Pty Ltd and Laneway Investments Pty Ltd , (a nominee of Merchant Group Australia Pty Ltd), all of which are not related parties of the Company;
(b) a total of 2.5 million Advisor Shares were issued on 29 January 2021 and 25 million Advisor Options were issued on 4 June 2021. The issues were within the 15% annual limit permitted under Listing Rule 7.1, without the need for prior Shareholder approval;

(c) the Advisor Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Advisor Options issued were unquoted options issued on the terms described in section 4.1 above and as set out in Schedule 1;
(e) The Advisor Shares and Advisor Options were issued for nil cash consideration, in consideration for the provision of corporate advisory services, as noted in section 5.1 above, and as such no funds were raised from their issue;
(f) the key terms of the mandate between the Company, Ironside Capital and Merchant Capital are noted in section 5.1 above. There is no other consideration payable and no other material terms of the agreement; and
(g) a voting exclusion statement is included in this Notice.

5.4 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 4 and Resolution 5.

The Chair intends to exercise all available proxies in favour of Resolution 4 and Resolution 5.

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital as calculated in accordance with the formula in ASX Listing Rule 7.1A.2 ( 10% Placement Capacity ) without using that entity’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

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.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $15,489,334 (based on the number of Shares on issue and the closing price of Shares on the ASX on 20 October 2021 and excluding any restricted securities that may be on issue).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security. Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code:KMT).

If Shareholders approve Resolution 6, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

If Resolution 6 is passed, the Company will be able to issue Equity Securities up the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% Placement Capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in ASX Listing Rule 7.1.

Resolution 6 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 6 for it to be passed.

6.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 6:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 ASX trading days of the date in Section 5.2(a)(i), the date on which the Equity Securities are issued.

(b)

Date of Issue

Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the date and time of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking);

after which date, an approval under Listing Rule 7.1A ceases to be valid ( 10% Placement Capacity Period ).

(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.

If Resolution 6 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 ASX Listing Rule 7.1A.2, on the basis of the market price of Shares and the number of Equity Securities on issue as at 18 November 2021.

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.

The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

*Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.019 Issue price at half the current market price	$0.037 Issue price at current market price	$0.074 Issue price at double the current market price
Current variable A 645,388,900 Shares	Shares issued – 10% voting dilution	64,538,890	64,538,890	64,538,890
	Funds raised	$1,226,238	$2,387,938	$4,775,878
50% increase in current variable A 968,083,350 Shares	Shares issued – 10% voting dilution	96,808,335	96,808,335	96,808,335
	Funds raised	$1,839,358	$3,581,908	$7,163,817
100% increase in current variable A 1,290,777,800 Shares	Shares issued – 10% voting dilution	129,077,780	129,077,780	129,077,780
	Funds raised	$2,452,478	$4,775,878	$9,551,756

*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 is based on the following assumptions:

There are currently 645,388,900 Shares on issue.
The issue price set out above is the closing price of Shares on the ASX on 18 November 2021.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

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.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

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

6.3 Purpose of Issue under 10% Placement Capacity

Equity Securities can only be issued under the 10% Placement Capacity for cash consideration. The Company intends to use funds raised towards an acquisition of new business assets and/or investments (including expenses associated with such acquisitions), continued expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 2.7 upon issue of any Equity Securities.

6.4 Compliance with Listing Rule 7.1A.4

In accordance with Listing Rule 7.1A.4, when the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must:

(a) state in its announcement of the proposed issue under Listing Rule 3.10.3 or in its application for quotation of the securities under Listing Rule 2.7 that the securities are being issued under Listing Rule 7.1A; and
(b) give to ASX immediately after the issue a list of names of the persons to whom the Company issued the Equity Securities and the number of Equity Securities issued to each. This list is not for release to the market.

6.5 Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(a) the purpose of the issue;
(b) 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;
(c) the effect of the issue of the Equity Securities on the control of the Company;

(d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(e) prevailing market conditions; and
(f) advice from corporate, financial and broking advisers (if applicable).

6.6 Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 23 November 2020 ( Previous Approval ).

The Company has not issued any Shares or Options pursuant to the Previous Approval.

6.7 Directors’ Recommendation

The Board recommends Shareholders vote in favour of Resolution 6.

The Chair intends to exercise all available proxies in favour of Resolution 6.

7. RESOLUTION 7 – APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN

7.1 General

Resolution 7 seeks Shareholder approval to enable the Company to issue Equity Securities pursuant to the employee incentive scheme titled “Employee Securities Incentive Plan” (“ Plan ”) in accordance with ASX Listing Rule 7.2 (Exception 13(b)).

ASX Listing Rule 7.2 (Exception 13(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 7 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

The objective of the Plan is to attract, motivate and retain key directors, employees and consultants and it is considered by the Company that the adoption of the Plan and the future issue of Equity Securities under the Plan will provide selected participants with the opportunity to participate in the future growth of the Company.

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

If Resolution 7 is passed, the Company will be able to issue Equity Securities under the Plan up to the maximum number set out in this Notice. In addition, those issues of Equity Securities will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 7 is not passed, the Company will be able to proceed to issue Equity Securities under the Plan, however the issue of those Equity Securities will not fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1

and therefore effectively decreasing the number of Equity Securities which may be issued without Shareholder approval.

In accordance with the requirements of Listing Rule 7.2 exception 13(b), the following information is provided:

(a) A summary of the Plan is provided at Schedule 2 to this Notice and Explanatory Statement and a full copy of the Plan is available on the Company’s website.
(b) The Plan was previously approved by Shareholders at the Company’s Annual General Meeting on 19 November 2018. A total of 22 million Options have been granted under the Plan to date.
(c) The maximum number of Equity Securities proposed to be issued under the Plan following Shareholder approval is 64,538,890. Once this number is reached the Company will need to seek fresh approval from Shareholders if the subsequent issue of Awards is to fall within Listing Rule 7.2 Exception 13.
(d) A voting exclusion statement has been included for the purposes of Resolution 7.

7.2 Participant Loans

The Board may, in its discretion, also determine that the Company will provide limited recourse loans to participants to use to pay the subscription price for the purchase of Shares ( Loan Shares ) under the Plan. As security for a Participant Loan, the relevant Participant grants to the Company a pledge of its Loan Shares provided under the Plan and a charge over all dividends and other amounts paid or payable on those Loan Shares.

7.3 Permit the Company to take security over its own Shares

Section 259B(1) of the Corporations Act prohibits a company taking security over shares in itself or in a company that controls it, unless one of the exceptions in sections 259B(2) or 259B(3) applies. Section 259B(2) of the Corporations Act permits the taking of security by a Company over its own Shares, if the security is taken over Shares issued under an employee share scheme approved at a meeting of shareholders via an Ordinary Resolution.

Employee share scheme is defined widely by the Corporations Act and includes the Plan.

Accordingly, Shareholder approval under this Resolution includes approval to permit the Company to take security over its own Shares issued under the Plan if required to do so.

8. RESOLUTION 8 - APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

8.1 General

The Corporations Act contains certain limitations concerning the payment of 'termination benefits' to persons who hold a 'managerial or executive office'. The Listing Rules also provides certain limitations on the payment of 'termination benefits' to officers of listed entities.

As is common with employee incentive schemes, the Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Securities granted to a participant under the Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This 'accelerated vesting' of Plan Securities may constitute a 'termination benefit' prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained. Accordingly, the Board has resolved to seek Shareholder approval for the granting of such termination benefits in accordance with Resolution 8.

If Resolution 8 is not passed, the Company will not be able to offer 'termination benefits' to persons who hold a 'managerial or executive office' pursuant to the terms of the Plan.

8.2 Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by Shareholders in accordance with section 200E of the Corporations Act.

Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Statement.

As noted above, under the terms of the Plan and subject to the Listing Rules, the Board possesses the discretion to vary the terms or conditions of the Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities.

The exercise of this discretion by the Board may constitute a 'benefit' for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the Plan who holds:

(a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and
(b) Plan Securities at the time of their leaving.

8.3 Valuation of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

(a) the participant's length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and
(b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

8.4 Listing Rule 10.19

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules.

8.5 Board recommendation

Resolution 8 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 8 due to their potential personal interests in the outcome of the Resolution.

9. RESOLUTION 9 - APPROVAL TO ISSUE LOAN SHARES PURSUANT TO EMPLOYEE SECURITIES INCENTIVE PLAN

9.1 General

On 4 October 2021, the Company announced the appointment of Ms Caroline Keats as Managing Director of the Company.

The Company is proposing, subject to obtaining Shareholder approval, to issue 20,000,000 Loan Shares ( MD Loan Shares ) to Caroline Keats (or her nominees) under the Plan. The manner in which Loan Shares operate is set out in Sections 7.2 and 7.3 and Schedule 2.

Other material terms of the MD Loan Shares are summarised as follows:

(a) The Company will provide an interest free, limited recourse loan to Ms Keats to pay the subscription price for the purchase of MD Loan Shares ( MD Loan ).
(b) The issue price of each MD Loan Share will be equal to the 10-day VWAP of the Company's Shares as at date of issue.
(c) Ms Keats is to grant to the Company a pledge of the MD Loan Shares and a charge over all dividends and other amounts paid or payable on the MD Loan Shares.
(d) The MD Loan must be repaid on the earlier of:
(i) 5 years after issuance of the Loan Shares, and:
(ii) three months after the Ms Keats ceases for any reason to be an eligible employee under the Plan; or

(iii) if determined by the Board to be repayable as a result of, or in anticipation of, a change of control event occurring in respect of the Company.
(e) Ms Keats must not transfer, encumber or otherwise dispose of, or have a security interest granted over an MD Loan Share unless and until the MD Loan is repaid.
(f) The Company's sole recourse in the event that the MD Loan is not repaid will be limited to the MD Loan Shares and the Company may sell the MD Loan Shares or dispose of such number of MD Loan Shares for their market price as the Board determines in its absolute discretion.

Resolution 9 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of the Loan Shares to Ms Keats (or her nominees) under the Plan.

9.2 Conditional Resolution

Resolution 9 is conditional on Shareholders approving Resolution 7. Resolution 9 will not take effect in the event that Shareholders do not approve Resolution 7.

9.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders:

(a) a director of the entity (Listing Rule 10.14.1);
(b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and
(c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by Shareholders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the MD Loan Shares as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the MD Loan Shares to Ms Keats (or her nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1 or the maximum permitted number of Equity Securities issued under Listing Rule 7.2, exception 13(b).

The effect of Shareholders passing Resolution 9 will be to allow the Company to issue the MD Loan Shares to Ms Keats (or her nominees).

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the MD Loan Shares, and the Company will have to consider alternative commercial means to incentivise Ms Keats.

9.4 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the MD Loan Shares:

(a) The MD Loan Shares will be issued under the Plan to Ms Keats (or her nominees).
(b) Ms Keats falls into the category stipulated by Listing Rule 10.14.1 by virtue of being a Director of the Company.
(c) A maximum of 20,000,000 MD Loan Shares will be issued to Ms Keats (or her nominees).
(d) The current total annual remuneration package for Ms Keats as at the date of this Notice is $300,000 (exclusive of superannuation).
(e) No Equity Securities have previously been issued under the Plan to Ms Keats.
(f) A summary of the material conditions of the MD Loan Shares and MD Loan are in Section 8.1 above.
(g) The MD Loan Shares will be issued to Ms Keats (or her nominees) as soon as practicable following the Meeting and in any event not later than three years after the Meeting.
(h) The issue price of each MD Loan Share will be equal to the 10-day VWAP of the Company's Shares as at the date of issue.
(i) A summary of the material terms of the Plan.
(j) Details of the loan to be provided to Ms Keats in conjunction with the issue of the MD Loan Shares are set out in Section 8.1 above.
(k) Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
(l) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

A voting exclusion statement is included in the Notice.

9.5 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

(a) obtain Shareholder approval in the manner set out in section 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 proposed issue of the MD Loan Shares constitutes giving a financial benefit to related parties of the Company.

The Board (other than Ms Keats who has a personal interest in the outcome of this Resolution) considers Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the issue of the MD Loan Shares is considered reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act.

9.6 Additional information

Resolution 9 is an ordinary resolution.

The Board (other than Ms Keats who has a personal interest in the outcome of this Resolution) recommends Shareholder vote in favour of this Resolution.

10. GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 5.1.

Annual General Meeting or Meeting means the meeting convened by the Notice, and any other Article means an article of the Constitution.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691).

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

(a) a spouse or child of the member;

(b) a child of the member’s spouse;

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Kopore Metals Limited (ACN 149 230 811).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Eligible Entity means an entity that, at the date of the relevant 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.

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.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Loan Share has the meaning given in Section 6.2.

MD Loan has the meaning given in Section 8.1.

MD Loan Share has the meaning given in Section 8.1.

Meeting means the annual general meeting convened by the Notice.

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

Plan Securities has the meaning given in Section 8.1.

Previous Approval has the meaning set out in Section 5.6.

Proxy Form means the proxy form accompanying the Notice.

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.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Spill Meeting has the meaning given in Section 2.2.

Spill Resolution has the meaning given in Section 2.2.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

VWAP means the volume weighted average market price for Shares.

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

SCHEDULE 1: TERMS OF ADVISOR OPTIONS

(a) Each Option entitles the holder to subscribe for one Ordinary Share upon exercise of the Option. The exercise price for each Option is $0.02 ( Exercise Price ).
(b) Subject to satisfaction of the Vesting Conditions noted below, the Options and are exercisable at any time on or from the date of issue until the Expiry Date, which is 1 February 2025 ( Exercise Period ).

Vesting Conditions:

Tranche 1 Options: 12,500,000 Options vest upon the Company resolving to proceed with the stage 1 earn-in (51% interest) at the Company’s Horseshoe West Project ( Project ), as released to ASX on 28 January 2021 being met, or a 10day Volume Weighted Average Price ( VWAP ) of $0.03 being achieved and the commencement of an exploration program on the Project;

Tranche 2 Options: 12,500,000 Options vest upon the Company resolving to proceed with the stage 2 earn-in (70% interest) at the Project, or a 10-day VWAP of $0.04 being achieved and the commencement of an exploration drilling program on the Project;

(together, Vesting Conditions )

(c) Subject to the Vesting Conditions being met, the Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(d) 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).
(e) Within 5 Business Days after the later of the following:
i. the Exercise Date; and
ii. when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,
- but in any case no later than 10 Business Days after the Exercise Date, the Company will:
- i. issue the number of Ordinary Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
- ii. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Ordinary Shares does not require disclosure to investors; and

iii. if admitted to the official list of ASX at the time, apply for official quotation on ASX of Ordinary Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (g)(iv) for any reason is not effective to ensure that an offer for sale of the Ordinary Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Ordinary Shares does not require disclosure to investors.

(f) Ordinary Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(g) If admitted to the official list of ASX at the time, the Issue will apply for quotation of the Ordinary Shares issued upon the exercise of the Options.
(h) If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(i) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(j) An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(k) The Company will not apply for quotation of the Options on ASX.
(l) The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
(m) Despite any other term, the Options may not be exercised if such exercise would cause the holder to breach the Corporations Act or the ASX Listing Rules (including, without limitation, Chapter 6 of the Corporations Act).

SCHEDULE 2: SUMMARY OF EMPLOYEE SECURITIES INCENTIVE PLAN

The Company has established an employee securities incentive Plan ( Plan ).

The full terms of the Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Plan is set out below.

1. Eligible Participant

"Eligible Participant" means a person that:
(a) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
(b) has been determined by the Board to be eligible to participate in the Plan from time to time.

2. Purpose

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4. Eligibility, invitation and application

(a) The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.
(b) On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.
(c) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

6. Terms of Convertible Securities

(a) Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.
(b) Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7. Vesting of Convertible Securities

(a) Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation.
(b) A vesting condition may, subject to applicable laws, be waived by the Board on such terms and conditions determined by the Board.
(c) If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. If the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8. Exercise of Convertible Securities and cashless exercise

(a) To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.
(b) An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the "Market Value" of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. "Market Value" means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 Trading Days immediately preceding that given date, unless otherwise specified in an invitation.
(c) A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

9. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of

Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

10. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

12. Rights attaching to Plan Shares

All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

13. Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Loan Shares

As part of an invitation, the Board may, in its absolute discretion, offer to an Eligible Participant a limited recourse, interest free loan to be made by the Company to the Eligible Participant for an amount equal to the aggregate issue price of the Shares ( Loan Shares ) offered to the Eligible Participant pursuant to the relevant invitation ( Participant Loan ).

A Participant Loan must be used for the sole purpose of paying the Company the issue price for the Loan Shares to be issued to the Eligible Participant on acceptance of the relevant invitation, with the amount to be advanced to the Eligible Participant under the Participant Loan applied to payment of the issue Price for such Loan Shares.

Unless the Board, in its absolute discretion, determines otherwise, the date on which a Participant Loan must be repaid by the Participant shall be the earlier of:

(a) three months after the date that the Participant ceases to be an Eligible Participant; or
(b) if determined by the Board to be repayable as a result of, or in anticipation of, a change of control event.

As security for a Participant Loan, the relevant Participant grants to the Company:

(a) a pledge of its Loan Shares provided under the Plan; and
(b) a charge over all dividends and other amounts paid or payable on those Loan Shares.

17. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective, immediate or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

18. Plan duration

The Plan continues until the Board decides to end it. The Board may suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

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AI assistant

BARYS RESOURCES LIMITED — AGM Information 2021

64567_rns_2021-12-09_e5854087-8d82-4326-8f03-83a668547cf2.pdf

LETTER TO SHAREHOLDERS REGARDING ANNUAL GENERAL MEETING

Dear Shareholder

FOR FURTHER INFORMATION PLEASE CONTACT:

KOPORE METALS LIMITED ACN 149 230 811

NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT INFORMATION

Time and place of Meeting

Your vote is important

Voting in person

Voting by proxy

BUSINESS OF THE MEETI NG

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

3. RESOLUTION 2 – ELECTION OF DIRECTOR – JAMES EGGINS

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – GRANT FERGUSON

5. RESOLUTION 4 – RATIFICATION OF SHARE ISSUE UNDER ASX LISTING RULE 7.1

6. RESOLUTION 5 – RATIFICATION OF OPTION ISSUE UNDER ASX LISTING RULE 7.1

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

8. RESOLUTION 7 – APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN

Voting Prohibition :

9. RESOLUTION 8 - APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE PLAN

Voting Prohibition :

10. RESOLUTION 9 – APPROVAL OF ISSUE OF LOAN SHARES PURSUANT TO EMPLOYEE SECURITIES INCENTIVE PLAN

Voting Prohibition :

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR JAMES EGGINS

3.1 General

3.2

Qualifications and other material directorships

3.3 Corporate governance

3.4 Directors’ Recommendation

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR GRANT FERGUSON

4.1 General

4.2 Qualifications and other material directorships

Grant Ferguson

4.3

Independence

4.4 Directors’ Recommendation

5.2 ASX Listing Rules 7.1 and 7.4

5.3 Technical information required by ASX Listing Rule 7.5

5.4 Directors’ Recommendation

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

6.2 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b)

Date of Issue

(c)

Risk of voting dilution

The table above is based on the following assumptions:

6.3 Purpose of Issue under 10% Placement Capacity

6.4

Compliance with Listing Rule 7.1A.4

6.5 Allocation policy under the 10% Placement Capacity

6.6 Previous approval under ASX Listing Rule 7.1A

6.7 Directors’ Recommendation

7. RESOLUTION 7 – APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN

7.1 General

7.2

Participant Loans

7.3 Permit the Company to take security over its own Shares

8. RESOLUTION 8 - APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

8.1 General

8.2 Part 2D.2 of the Corporations Act

8.3 Valuation of the termination benefits

8.4

Listing Rule 10.19

8.5 Board recommendation

9. RESOLUTION 9 - APPROVAL TO ISSUE LOAN SHARES PURSUANT TO EMPLOYEE SECURITIES INCENTIVE PLAN

9.1 General

9.2

BARYS RESOURCES LIMITED AGM Information 2021