BELLAVISTA RESOURCES LTD — Proxy Solicitation & Information Statement 2024

Jul 29, 2024

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Bellavista Resources Limited ACN 655 732 246

Notice of General Meeting

The General Meeting of the Company will be held as follows:

Time and date: 3:30pm (AWST) on Monday, 9 September 2024 Location: The offices of Bellavista Resources Limited Level 2, 8 Richardson Street, West Perth WA 6005

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on +61 (8) 6383 7556.

Shareholders are urged to vote by lodging the Proxy Form.

Bellavista Resources Limited

ACN 655 732 246

(Company)

Notice of General Meeting

Notice is given that a general meeting of Shareholders of Bellavista Resources Limited ( Company ) will be held at the offices of the Company at Level 2, 8 Richardson Street, West Perth WA 6005 on Monday, 9 September 2024 at 3:30pm (AWST) ( Meeting ).

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 as at 3:30pm (AWST) on Saturday, 7 September 2024.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of:

• (a) 800,004 Tranche 1 Placement Shares issued under Listing Rule 7.1; and

• (b) 6,674,618 Tranche 1 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Approval to issue Tranche 2 Placement Shares

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

“That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to a total of 1,325,381 Tranche 2 Placement Shares to the Directors (or their respective nominee/s) as follows:

• (a) up to 600,000 Tranche 2 Placement Shares to Norman Mel Ashton;

• (b) up to 127,593 Tranche 2 Placement Shares to Michael Wilson;

• (c) up to 71,731 Tranche 2 Placement Shares to Steven Zaninovich;

• (d) up to 526,057 Tranche 2 Placement Shares to Michael Naylor,

on the terms and conditions in the Explanatory Memorandum.’

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1(a) : by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates;

• (b) Resolution 1(b) : by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates;

• (c) Resolution 2(a) : by or on behalf of Mr Norman Mel Ashton (or his nominee/s), and any other person who will obtain a material benefit as a result of the proposed issue of these Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

• (d) Resolution 2(b) : by or on behalf of Mr Michael Wilson (or his nominee/s), and any other person who will obtain a material benefit as a result of the proposed issue of these Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

• (e) Resolution 2(c) : by or on behalf of Mr Steven Zaninovich (or his nominee/s), and any other person who will obtain a material benefit as a result of the proposed issue of these Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and

• (f) Resolution 2(d) : by or on behalf of Mr Michael Naylor (or his nominee/s), and any other person who will obtain a material benefit as a result of the proposed issue of these Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

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BY ORDER OF THE BOARD

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Michael Wilson Executive Director Bellavista Resources Limited Dated: 26 July 2024

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Bellavista Resources Limited

ACN 655 732 246

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of the Company at Level 2, 8 Richardson Street, WA 6005 on Monday, 9 September 2024 at 3:30pm (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

deciding how to	vote on the Resolutions:
Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of issue of Tranche 1 Placement Shares
Section 4	Resolution 2 – Approval to issue Tranche 2 Placement Shares
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Voting in person

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

2.2

Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are encouraged to vote by completing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms .

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:

• (i) 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);

• (ii) 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;

• (iii) 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

• (iv) 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).

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

• (i) 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;

• (ii) the appointed proxy is not the chair of the meeting;

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

• (iv) either 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. Your proxy voting instruction must be received by 3:30pm (AWST) on Saturday, 7 September 2024, being not later than 48 hours before the commencement of the Meeting.

2.3

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

2.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Joint Company Secretaries at info@bellavistaresources.com by no later than five business days before the Meeting.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

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The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

2.5

Notice of members’ rights

Shareholders have the right to elect to:

• (a) be sent certain documents in physical form;

• (b) be sent certain documents in electronic form; or

• (c) not be sent certain documents at all.

A notice of these rights and how Shareholders can make an election and/or request is available on the Company’s website at https://www.bellavistaresources.com/investors/investorresources/.

3. Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

3.1

Background

The Company is undertaking a two-tranche placement to raise up to approximately $1.32 million (before costs) through the issue of up to 8,800,003 Shares at an issue price of $0.15 per Share ( Placement ).

The Placement is being undertaken in the following tranches:

• (a) the issue of 7,474,622 Shares ( Tranche 1 Placement Shares ), comprising:

• (i) 800,004 Tranche 1 Placement Shares issued under Listing Rule 7.1; and

• (ii) 6,674,618 Tranche 1 Placement Shares issued under Listing Rule 7.1A; and

• (b) the issue of up to 1,325,381 Shares ( Tranche 2 Placement Shares ) to the Directors (or their nominee/s) subject to the receipt of Shareholder approval.

The Company did not appoint a lead manager to the Placement.

The Company issued the Tranche 1 Placement Shares on 5 July 2024 without prior Shareholder approval using the Company’s available placement capacity under Listing Rules 7.1 and 7.1A. The Company confirms that the issue of Tranche 1 Placement Shares did not breach Listing Rules 7.1 or 7.1A.

Resolution 1(a) and Resolution 1(b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares.

3.2

Listing Rule 7.1, 7.1A 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 shares it had on issue at the start of that period.

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Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its Annual General Meeting held on 14 November 2023.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and 10% placement capacity under Listing Rule 7.1A. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12-month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purposes of Listing Rules 7.1 and 7.1A.

The effect of Shareholders passing Resolution 1(a) and Resolution 1(b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1 and 10% additional placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolution 1(a) is passed, 800,004 Tranche 1 Placement Shares 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 issue date.

If Resolution 1(a) is not passed, 800,004 Tranche 1 Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 800,004 Equity Securities for the 12-month period following the issue of those Tranche 1 Placement Shares.

If Resolution 1(b) is passed, 6,674,618 Tranche 1 Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1(b) is not passed, 6,674,618 Tranche 1 Placement Shares will continue to be included in the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 6,674,618 Equity Securities for the 12-month period following the issue of those Tranche 1 Placement Shares (and assuming the Company’s approval under Listing Rule 7.1A remains in force for this period).

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

• (a) The Tranche 1 Placement Shares were issued to new and existing shareholders and institutional investors ( Tranche 1 Placement Participants ), none of whom is a related party of the Company (separate Shareholder approval is being sought pursuant to Resolution 2(a)-(d) for the issue of Tranche 2 Placement Shares to the Directors). The Tranche 1 Placement Participants were identified through a bookbuild process, which involved the Company seeking expressions of interest from new and existing contacts of the Company.

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Stephen Parsons and Samoz Pty Ltd ATF the Clark Family Trust are both Material Investors, being substantial holders of Shares who, together with their associates, were respectively issued more than 1% of the Company’s current issued capital under the Placement. The remaining Tranche 1 Placement Participants are not considered to be Material Investors.

• (b) A total of 7,474,622 Tranche 1 Placement Shares were issued under Listing Rule 7.1 and 7.1A in the following proportions:

• (i) 800,004 Tranche 1 Placement Shares issued under Listing Rule 7.1; and

• (ii) 6,674,618 Tranche 1 Placement Shares issued under Listing Rule 7.1A.

• (c) The Tranche 1 Placement Shares are fully paid and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Tranche 1 Placement Shares were issued on 5 July 2024 at an issue price of $0.15 each.

• (e) The proceeds from the Placement have been or are intended to be used:

• (i) to accelerate due diligence on advanced precious and base metal projects being considered for acquisition;

• (ii) to secure strategic funding options for the Brumby Project;

• (iii) for regional exploration on the Edmund Basin Project;

• (iv) for the costs of the Placement; and

• (v) for general working capital.

• (f) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.

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

3.4

Additional information

Resolution 1(a) and Resolution 1(b) are separate ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 1(a) and Resolution 1(b).

4. Resolution 2 – Approval to issue Tranche 2 Placement Shares

4.1

General

The background to the Placement and Tranche 2 Placement Shares is in Section 3.1 above.

The Directors wish to participate in the Placement to the extent of subscribing for up to 1,325,381 Tranche 2 Placement Shares at $0.15 per Share to raise up to approximately $198,807 (before costs) in the following proportions:

Director	Amount committed to the Placement ($)	Tranche 2 Placement Shares
Norman Mel Ashton Non-Executive Chair	$90,000.00	600,000

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Director	Amount committed to the Placement ($)	Tranche 2 Placement Shares
Michael Wilson Executive Director	$19,138.95	127,593
Steven Zaninovich Non-Executive Director	$10,759.65	71,731
Michael Naylor Non-Executive Director	$78,908.55	526,057
Total	$198,807.15	1,325,381

Resolution 2(a) to (d) seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of:

• (a) 600,000 Tranche 2 Placement Shares to Mr Mel Ashton (or his nominee/s);

• (b) 127,593 Tranche 2 Placement Shares to Mr Michael Wilson (or his nominee/s);

• (c) 71,731 Tranche 2 Placement Shares to Mr Steven Zaninovich (or his nominee/s); and

• (d) 526,057 Tranche 2 Placement Shares to Mr Michael Naylor (or his nominee/s).

• 4.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of Shareholders:

• (a) a related party (Listing Rule 10.11.1);

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

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

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

• (e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

Messrs Ashton, Wilson, Zaninovich and Naylor are related parties of the Company by virtue of being Directors.

Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Tranche 2 Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of these

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Tranche 2 Placement Shares to Messrs Ashton, Wilson, Zaninovich and Naylor (or their respective nominee/s) will not be included in the Company’s 15% placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 2(a) to (d) will be to allow the Company to issue the Tranche 2 Placement Shares as part of the Placement, raising approximately $198,807 (before costs) for the Company.

If Resolution 2(a) is passed, the Company will be able to proceed with the issue of 600,000 Tranche 2 Placement Shares to Mr Ashton (or his nominee/s), and will receive the $90,000.00 committed by Mr Ashton under the Placement.

If Resolution 2(a) is not passed, the Company will not be able to proceed with the issue of 600,000 Tranche 2 Placement Shares to Mr Ashton (or his nominee/s), and will not receive the $90,000.00 committed by Mr Ashton under the Placement.

If Resolution 2(b) is passed, the Company will be able to proceed with the issue of 127,593 Tranche 2 Placement Shares to Mr Wilson (or his nominee/s), and will receive the $19,138.95 committed by Mr Wilson under the Placement.

If Resolution 2(b) is not passed, the Company will not be able to proceed with the issue of 127,593 Tranche 2 Placement Shares to Mr Wilson (or his nominee/s), and will not receive the $19,138.95 committed by Mr Wilson under the Placement.

If Resolution 2(c) is passed, the Company will be able to proceed with the issue of 71,731 Tranche 2 Placement Shares to Mr Zaninovich (or his nominee/s), and will receive the $10,759.65 committed by Mr Zaninovich under the Placement.

If Resolution 2(c) is not passed, the Company will not be able to proceed with the issue of 71,731 Tranche 2 Placement Shares to Mr Zaninovich (or his nominee/s), and will not receive the $10,759.65 committed by Mr Zaninovich under the Placement.

If Resolution 2(d) is passed, the Company will be able to proceed with the issue of 526,057 Tranche 2 Placement Shares to Mr Naylor (or his nominee/s), and will receive the $78,908.55 committed by Mr Naylor under the Placement.

If Resolution 2(d) is not passed, the Company will not be able to proceed with the issue of 526,057 Tranche 2 Placement Shares to Mr Naylor (or his nominee/s), and will not receive the $78,908.55 committed by Mr Naylor under the Placement.

Resolution 2(a) to (d) (inclusive) are each separate ordinary resolutions.

4.3

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Tranche 2 Placement Shares:

• (a) The Tranche 2 Placement Shares will be issued to Mel Ashton, Michael Wilson, Steven Zaninovich and Michael Naylor (and/or their respective nominee/s), in the proportions set out in Section 4.1.

• (b) Messrs Ashton, Wilson, Zaninovich and Naylor fall within the category stipulated by Listing Rule 10.11.1 by virtue of each being a Director of the Company. In the event the Tranche 2 Placement Shares are issued to a nominee of a Director, that nominee will fall into the category stipulated by Listing Rule 10.11.4.

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• (c) A maximum of 1,325,381 Tranche 2 Placement Shares will be issued to Messrs Ashton, Wilson, Zaninovich and Naylor (and/or their respective nominee/s), in the proportions set out in Section 4.1.

• (d) The Tranche 2 Placement Shares will be fully paid and rank equally in all respects with the Company’s existing Shares on issue.

• (e) The Tranche 2 Placement Shares will be issued no later than one (1) month after the date of the Meeting.

• (f) The Tranche 2 Placement Shares will be issued at a price of $0.15 each, being the same issue price as other Placement Shares and will raise up to approximately $198,807 (before costs).

• (g) A summary of the intended use of funds raised from the Placement (including the issue of the Tranche 2 Placement Shares) is in Section 3.3(e).

• (h) The proposed issue of the Tranche 2 Placement Shares is not intended to remunerate or incentivise the Directors.

• (i) There are no other material terms to the proposed issue of the Tranche 2 Placement Shares.

• (j) A voting exclusion statement is included in the Notice.

4.4

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 sections 217 to 227 of the Corporations Act;

• (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 Tranche 2 Placement Shares constitutes giving a financial benefit to related parties of the Company.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Tranche 2 Placement Shares because the Tranche 2 Placement Shares will be issued on the same terms as those Placement Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

4.5

Additional information

Resolution 2(a) to (d) are each separate ordinary resolutions.

The Board declines to make a recommendation in relation to Resolution 2(a) to (d) due to each of the Directors’ personal interests in the outcome of the Resolutions.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$	means Australian Dollars.
ASX	means the ASX Limited (ACN 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX
	Limited.
AWST	means Australian Western Standard Time, being the time in Perth,
	Western Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means Bellavista Resources Limited (ACN 655 732 246).
Corporations Act	means the_Corporations Act 2001_(Cth) as amended or modified from
	time to time.
Director	means a director of the Company.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means the explanatory memorandum which forms part of the Notice.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of annual general meeting.
Placement	has the meaning given in Section 3.1.
Proxy Form	means the proxy form attached to the Notice.
Related Party	has the meaning given in Chapter 19 of the Listing Rules.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a Section of this Notice.
Securities	means any Equity Securities of the Company (including Shares,
	Options and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Tranche 1 Placement	has the meaning given in Section 3.3(a).
Participants

Tranche 1 Placement Shares has the meaning given in Section 3.1. Tranche 2 Placement Shares has the meaning given in Section 3.1.

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:30pm (AWST) on Saturday, 7 September 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 183908

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

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

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Bellavista Resources Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Bellavista Resources Limited to be held at the offices of Bellavista Resources Limited, Level 2, 8 Richardson Street, West Perth, WA 6005 on Monday, 9 September 2024 at 3:30pm (AWST) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1(a) Ratification of issue of Tranche 1 Placement Shares under Listing Rule 7.1

1(b) Ratification of issue of Tranche 1 Placement Shares under Listing Rule 7.1A

• 2(a) Approval to issue Tranche 2 Placement Shares to Norman Mel Ashton

• 2(b) Approval to issue Tranche 2 Placement Shares to Michael Wilson 2(c) Approval to issue Tranche 2 Placement Shares to Steven Zaninovich

• 2(d) Approval to issue Tranche 2 Placement Shares to Michael Naylor

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

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Step 3 Signature of Securityholder(s)
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This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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3 1 0 6 3 0 A

B V R

30 July 2024

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Dear Shareholder

General Meeting – Notice of Meeting and Proxies

Notice is given that a General Meeting ( Meeting ) of Shareholders of Bellavista Resources Limited (ACN 655 732 246) ( Company ) will be held as follows:

Time and date: 3:30pm (AWST) on Monday, 9 September 2024

Location: The offices of the Company, at Level 2, 8 Richardson Street, West Perth WA 6005

Notice of Meeting

In accordance with the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded from:

• the Company’s website at https://www.bellavistaresources.com/; and

• the ASX market announcements page under the Company’s code “BVR”.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

Voting at the Meeting or by proxy

Shareholders are encouraged to vote by lodging a proxy form.

Proxy forms can be lodged:

Online: www.investorvote.com.au (control number: 183908) or use your mobile device to scan the personalised QR code

By mail: Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001, Australia

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

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Your proxy voting instruction must be received by 3:30pm (AWST) on Saturday, 7 September 2024, 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 Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Authorised for release by Nicolle Fleming Joint Company Secretary Bellavista Resources Limited

ASX: BVR

Mel Ashton – Non-Executive Chairperson Michael Wilson – Executive Director Steven Zaninovich – Non-Executive Director Michael Naylor – Non-Executive Director Maddison Cramer – Joint Company Secretary Nicolle Fleming – Joint Company Secretary

ACN: 655 732 246 Principal and Registered Office: Level 2, 8 Richardson Street West Perth WA 6005

T: +61 8 6383 7556 E: info@bellavistaresources.com W: www.bellavistaresources.com