BINDI METALS LIMITED - Proxy Solicitation & Information Statement 2023

Bindi Metals Limited ACN 650 470 947

Notice of General Meeting

Notice is given that the Meeting will be held at:

Time: 11:00am (AWST) Date: Thursday, 29 June 2023 Place: Mining Corporate Boardroom, Level 8, 216 St Georges Terrace PERTH WA 6000

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 7:00pm (Sydney time) on 27 June 2023.

Business of the Meeting

Agenda

1. Resolution 1 – Issue of Consideration Securities – Schryburt Lake Acquisition

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 7.1 and for all other purposes, Shareholders approve the issue of 900,000 Shares and 5,200,000 Performance Rights (together the Consideration Securities ) to the Vendors (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Vendors or their nominee(s), or any person will obtain a material benefit (except a benefit solely by reason of being a Shareholder), or any associates of those persons. However, this does not apply to a vote cast in favour of that 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 directions given by the beneficiary to the holder to vote in that way.

Dated: 29 May 2023

By order of the Board

Aida Tabakovic Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above. To ensure the safety of all attendees at the Meeting, the Company will ensure any social distancing guidelines are observed.

Accordingly, should circumstances change to the safety of the attendees prior to the Meeting, the Company will make an announcement on the ASX market announcements platform (ASX: BIM) and on the Company’s website at https://www.bindimetals.com.au. Shareholders are urged to monitor ASX market announcements platform and the Company’s website.

Shareholders may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect to receive annual reports. To do so, contact Computershare. Shareholders can also update their communication preferences via Computershare’s website at www.computershare.com.au/easyupdate/BIM.

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:

(a) each Shareholder has a right to appoint a proxy;
(b) the proxy need not be a Shareholder of the Company; and
(c) 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.

Shareholders and their proxies should be aware that pursuant to the Corporations Act:

(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 0389.

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.

2. Resolution 1 – Issue of Consideration Securities – Schryburt Lake Acquisition

2.1 Background

On 27 March 2023, the Company announced that it had entered into a conditional sale and purchase agreement ( Agreement ) to acquire an 80% interest in a series of Mining Claims making up the Schryburt Lake Project in northern Ontario, Canada ( Project ). On 15 May 2023, the Company announced it had varied the Agreement to increase the interest in the Project being acquired to 100%

( Acquisition ).

Detail of the Project and the Company’s initial proposed activities following completion of the acquisition is set out in the Company’s announcement dated 27 March 2023.

Resolution 1 seeks Shareholder approval by ordinary resolution for the issue of the securities agreed to be issued in consideration for the Acquisition.

2.2 Material terms of the Agreement

The material terms of the Agreement are:

(a) Parties : Trent Potts is the registered owner of the Mineral Titles ( Registered Owner ) and Potts of Gold Resources Pty Ltd, Reefs Secret Pty Ltd and David Palumbo are together the beneficial owners of the Mineral Titles ( Beneficial Owners ) (together the Vendors ). None of the Vendors are related parties of the Company or associates.
(b) Exclusivity fee : The Company paid the Beneficial Owners an exclusivity fee of an aggregate of $60,000, in consideration for which each Vendor grants exclusivity over the Project to the Company during the Exclusivity Period, which lasts until the earlier of completion of the Agreement or its termination.
(c) Sale Interest : The Company will acquire a 100% legal and beneficial interest in the Mineral Titles and Mining Information making up the Project ( Sale Interest ). It is the intention of the parties to transfer the Mineral Titles to a newly incorporated wholly owned subsidiary of the Company.
(d) Consideration : In consideration the acquisition of the Sale Interest, the Company will issue to the Beneficial Owners the following aggregate Consideration Securities within five business days of the Completion Date:
(i) 900,000 Shares; and
(ii) 5,200,000 Performance Rights in three classes as follows:
- (A) Class A (1,000,000): The Company announcing the achievement of at least one rock sample at 1% (or greater) contained total rare earth oxide (TREO) or equivalent in two separate prospect areas in relation to the Project area within 2 years from the date of issue of the Performance Rights.
- (B) Class B (1,000,000): The Company announcing achievement of a drilling intersection of >10m at 1% (or greater) contained total rare earth oxide (TREO) or equivalent in relation to the Project area within 2 years from the date of issue of the Performance Rights.
(C) Class C (3,200,000): The Company announcing the determination of an Inferred Resource (as defined in the JORC Code 2012) of greater than 10,000t contained TREO equivalent at a cut-off grade of 0.5% in relation to the Project area within 5 years of the date of issue of the Performance Rights.

Each Performance Right will convert into 1 Share per Performance Right subject to satisfaction of the relevant performance hurdle. The full terms and conditions of the Performance Rights are set out in Schedule 1.

(e) Voluntary Escrow : The Consideration Securities will be subject to a voluntary escrow period of 6 months from the date of issue of the securities.
(f) Royalty : The Company has agreed to pay the Beneficial Owners an aggregate 1% net smelter return royalty payable from the sale of all minerals produced from commercial mining operations on the Mineral Titles.
(g) Conditions precedent : The Company’s acquisition of the Sale Interest is subject to satisfaction or waiver of the following conditions precedent by 30 June 2023:
(i) the Company obtaining any necessary shareholder or regulatory approvals, including pursuant to Listing Rule 7.1 in relation to the issue of the Consideration Securities; and
(ii) the parties obtaining all other necessary third party consents and approvals (including any necessary regulatory consents and approvals) to lawfully complete the matters set out in the sale and purchase agreement.
(h) Completion Date : The Completion Date is the date on which the last of the conditions precedent is satisfied (or waived in a manner permitted under the Agreement).

The Agreement is otherwise on terms and conditions that are customary for this type of agreement.

2.3 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

2.4 Effect of the Resolution

The issue of the Consideration Securities does not come within any exceptions from ASX Listing Rule 7.1 and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires the approval of shareholders under ASX Listing Rule 7.1.

Resolution 1 seeks the required shareholder approval under and for the purposes of ASX Listing Rule 7.1.

If Resolution 1 is passed, and the remaining conditions precedent to completion of the Acquisition are satisfied (or waived where permitted), then the Company will be able to issue the Consideration Securities during the period of 3 months after the meeting (or a longer period if allowed by ASX) in order to complete the Acquisition. In addition, the issue of the Consideration Securities will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 1 is not passed, the issue of the Consideration Securities cannot occur and therefore completion of the Acquisition will not be able to occur on its current terms.

2.5 Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

2.6 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

(a) the Consideration Securities will be issued to the Vendors as follows:
(i) Potts of Gold Resources Pty Ltd (or its nominee/s): 300,000 Shares and 1,733,333 Performance Rights, comprising 333,333 Class A Performance Rights, 333,333 Class B Performance Rights and 1,066,667 Class C Performance Rights;
(ii) Reefs Secret Pty Ltd (or its nominee/s): 300,000 Shares and 1,733,333 Performance Rights, comprising 333,333 Class A Performance Rights, 333,333 Class B Performance Rights and 1,066,667 Class C Performance Rights, to Reefs; and
(iii) David Palumbo (or his nominee/s): 300,000 Shares and 1,733,334 Performance Rights, comprising 333,334 Class A Performance Rights, 333,334 Class B Performance Rights and 1,066,666 Class C Performance Rights,

none of whom are a related party of the Company or an associate;

(b) the Shares to be issued will be issued on the same terms and conditions as the Company’s existing Shares;
(c) the Performance Rights to be issued will be issued on the same terms and conditions set out in Schedule 1;
(d) the Consideration Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(e) no cash will be raised by the issue of the Consideration Securities as the consideration being provided for their issue is a 100% interest in the Project;
(f) the purpose of the issue of the Consideration Securities is to provide the consideration agreed to the Vendors in relation to the Acquisition;
(g) the securities are being issued pursuant to the Agreement which is summarised at Section 2.2; and
(h) a voting exclusion statement applies to Resolution 1.

Glossary

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Bindi Metals Limited (ACN 650 470 947).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a performance right convertible into a Share subject to satisfaction of the relevant performance hurdle on the terms and conditions set out in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

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.

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

Schedule 1 – Terms and conditions of the Performance Rights

(a) Entitlement

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

(b)

Grant and exercise price

No cash consideration is payable on the issue of or exercise of a Performance Right.

(c)

Expiry Date

Unless otherwise determined by the rules of the Plan, each Performance Right will expire at 5:00 pm (WST) on:

Class	Expiry Date
A	that date that is 2 years after the date of issue
B	that date that is 2 years after the date of issue
C	that date that is 5 years after the date of issue

(each an Expiry Date ). A Performance Right not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Vesting Conditions

The Performance Rights will vest upon satisfaction of the following condition:

Class	Vesting Conditions
A	The Company announcing the achievement of at least one rock sample at 1% (or greater) contained total rare earth oxide (TREO) or equivalent in two separate prospect areas in relation to the Project area within 2 years from the date of issue of the Performance Rights.
B	The Company announcing the achievement of a drilling intersection of >10m at 1% (or greater) contained total rare earth oxide (TREO) or equivalent in relation to the Project area within 2 years from the date of issue of the Performance Rights.
C	The Company announcing the determination of an inferred resource (as defined in the JORC Code 2012) of greater than 10,000t of contained total rare earth oxide (TREO) equivalent at a cut-off grade of 0.5% in relation to the Project area within 5 years from the date of issue of the Performance Rights.

(each, a Vesting Condition ).

(e)

Exercise Period

The Performance Rights are exercisable at any time on and from the date upon which the relevant Vesting Conditions have been satisfied, until the Expiry Date ( Exercise Period ).

(f)

Notice of Exercise

The Performance Rights may be exercised during the Exercise Period by notice in writing to the Company ( Notice of Exercise ).

(g) Timing of issue of Shares on exercise

Following the date of receipt of a validly issued Notice of Exercise and within the time period specified by the ASX Listing Rules, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise; and
(ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Performance Rights.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. If a Cleansing Notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then issued Shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Rights.

(k) Change in number of underlying securities

A Performance Right does not confer a change in the number of underlying securities over which the Performance Right can be exercised.

(l) No voting or dividend rights

A Performance Right does not carry any voting rights or entitle the holder to any dividends.

(m) Rights on winding up

A Performance Right does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Performance Rights do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(n) Transferability

A Performance Right is not transferable other than a manner consistent with the ASX Listing Rules.

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BINDI METALS LIMITED — Proxy Solicitation & Information Statement 2023

64525_rns_2023-05-29_09a411bf-c1ec-4dde-962b-3fd6dc64ba85.pdf

Bindi Metals Limited ACN 650 470 947

Notice of General Meeting

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

Business of the Meeting

Agenda

1. Resolution 1 – Issue of Consideration Securities – Schryburt Lake Acquisition

Dated: 29 May 2023

By order of the Board

Voting in person

Voting by proxy

Explanatory Statement

2. Resolution 1 – Issue of Consideration Securities – Schryburt Lake Acquisition

2.1 Background

( Acquisition ).

2.2 Material terms of the Agreement

2.3 ASX Listing Rule 7.1

2.4 Effect of the Resolution

2.5 Board Recommendation

2.6 Technical information required by ASX Listing Rule 7.3

Glossary

Schedule 1 – Terms and conditions of the Performance Rights

(a) Entitlement

(b)

Grant and exercise price

(c)

Expiry Date

(d)

Vesting Conditions

(each, a Vesting Condition ).

(e)

Exercise Period

(f)

Notice of Exercise

(g) Timing of issue of Shares on exercise

(i) Reconstruction of capital

(j) Participation in new issues

(k) Change in number of underlying securities

(l) No voting or dividend rights

(m) Rights on winding up

(n) Transferability

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BINDI METALS LIMITED Proxy Solicitation & Information Statement 2023

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