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BLACK CANYON LIMITED Proxy Solicitation & Information Statement 2024

Aug 22, 2024

64502_rns_2024-08-22_49d453c1-1e08-41ef-9b6c-5d9faf753c22.pdf

Proxy Solicitation & Information Statement

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BLACK CANYON LIMITED ACN 150 714 739 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 1:00pm Perth Time (AWST) DATE : 24 September 2024 PLACE : 283 Rokeby Road SUBIACO WA 6008

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 5pm (AWST) on 22 September 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,400,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,316,429 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,358,215 New Options free-attaching to the Shares issued under the Placement on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTY – GRAHAM ASCOUGH

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 357,143 Shares and 178,572 New Options to Graham Ascough (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTY – BRENDAN CUMMINS

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 357,143 Shares and 178,572 New Options to Brendan Cummins (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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6. RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTY – ADRIAN HILL

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 357,143 Shares and 178,572 New Options to Adrian Hill (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTY – SIMON TAYLOR

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 357,143 Shares and 178,572 New Options to Simon Taylor (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO SPP PARTICIPANTS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,571,429 New Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

9. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS TO GRAHAM ASCOUGH

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 71,429 New Options to Graham Ascough (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

10. RESOLUTION 10 – APPROVAL TO ISSUE OPTIONS TO BRENDAN CUMMINS

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 71,429 New Options to Brendan Cummins (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons.
Resolution 2 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons.
Resolution 3 – Approval to issue Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (Placement Participants) or an associate of that person (or those persons).
Resolution 4 – Approval to issue securities to related party – Graham Ascough	Graham Ascough (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 5 – Approval to issue securities to related party – Brendan Cummins	Brendan Cummins (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 6 – Approval to issue securities to related party – Adrian Hill	Adrian Hill (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 7 – Approval to issue securities to related party – Simon Taylor	Simon Taylor (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 8 – Approval to issue Options to SPP Participants	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) SPP Participants) or an associate of that person (or those persons).
Resolution 9 – Approval to issue Options to Graham Ascough	Graham Ascough (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 10 – Approval to issue Options to Brendan Cummins	Brendan Cummins (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

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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 two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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:

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

Voting in person

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

You may still attend the meeting and vote in person even if you have lodged [a direct vote or] appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but the Company will need to verify your identity.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9426 0666.

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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. BACKGROUND TO RESOLUTIONS 1-8

1.1 Background

On 29 July 2024, the Company announced that it had received firm commitments for a placement to raise an approximate total of $850,150 for the issue of 12,145,000 Shares at an issue price of $0.07 per Share ( Placement ).

Under the Placement, subscribers are entitled to one free attaching New Option for every two Shares subscribed for and issued to participants in the Placement. The 6,072,503 New Options are subject to Shareholder approval.

The Securities under the Placement comprises:

(a) 10,716,429 Shares issued on 2 August 2024, comprising:
(i) 5,400,000 Shares issued under the Company’s Listing Rule 7.1 placement capacity, which the Company is seeking to ratify under Resolution 1; and
(ii) 5,316,429 Shares issued under the Company’s Listing Rule 7.1A placement capacity, which the Company is seeking to ratify under Resolution 2;
(b) 5,358,215 New Options to be issued to the participants (the subject of shareholder approval under Resolution 3); and
(c) a total of 1,428,572 Shares and 714,288 free attaching New Options to be issued to the Directors pursuant to their participation in the Placement (the subject of shareholder approval under Resolutions 4 to 7).

1.2 Joint Lead Managers

The Company engaged the services of Foster Stockbroking Pty Ltd (AFSL 223 687) ( Foster Stockbroking ) and Taylor Collison Ltd (ACN 008 172 450) ( Taylor Collison ) (together, the Joint Lead Managers or JLMs ) to act as joint lead managers to the Placement ( Lead Manager Mandate ). The Joint Lead Managers will receive 2% management fee and a 4% selling fee on the total gross proceeds under the Placement, being $51,009.

1.3 Share Purchase Plan

On 29 July 2024, the Company announced a Share Purchase Plan ( SPP ) to raise up to $500,000. The SPP will be offered to all registered holders of the Company’s Shares in Australia and New Zealand on the 26 July 2024. All participants in the SPP ( SPP Participants ) will be offered securities on the same terms as those offered under the Placement, with the free-attaching New Options being the subject of Shareholder approval under Resolution 8.

Graham Ascough and Brendan Cummins intend to participate in the SPP and each apply for up to $10,000, comprising of 142,858 Shares with 71,429 free attaching New Options. The aggregate 142,858 free attaching New Options are the subject of Shareholder approval under Resolutions 9 and 10.

1.4 Use of funds

The Company intends to use the funds raised from the Placement and SPP to undertake development studies and exploration across the Company’s Manganese portfolio including metallurgical studies to optimise the manganese concentrate flowsheet, associated feasibility activities and drilling the Wandanya high grade manganese target. The funds will also be applied to continue high purity manganese sulphate monohydrate development and additional working capital.

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1.5 Summary of resolutions:

(a) Shareholder ratification for the issue of the 10,716,429 Shares to the Placement Participants (Resolutions 1 and 2);
(b) Shareholder approval for the issue of 5,358,215 New Options to Placement Participants, on the basis of one (1) free-attaching New Option for every two (2) Shares subscribed for and issued (Resolution 3);
(c) Shareholder approval for the issue of 1,428,572 Shares and 714,288 New Options to the Directors (Resolutions 4 to 7); and
(d) Shareholder approval for the issue of 3,571,429 New Options to SPP Participants on the same terms as the New Options issued under the Placement.

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES - LISTING RULES 7.1 AND 7.1A

2.1 General

On 2 August 2024, the Company issued 10,716,429 Shares to professional and sophisticated investors who participated in the Placement ( Placement Participants ) at an issue price of $0.07 per Share to raise approximately $750,150 ( Shares ). Further details of the Placement are set out in section 1.

5,400,000 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 5,316,429 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 27 November 2023.

The issue of the Shares did not breach Listing Rule 7.1 at the time of the issue.

2.2 Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A however, 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 approval to increase its limit to 25% at the annual general meeting held on 27 November 2023.

The issue of the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Shares.

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares.

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares.

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2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and/or 2 are passed, the Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

If Resolutions 1 and/or 2 are not passed, the Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

2.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

(a) the Shares were issued to professional and sophisticated investors who are clients of Foster Stockbroking and Taylor Collison. The recipients were identified through a bookbuild process, which involved Foster Stockbroking and Taylor Collison seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 10,716,429 Shares were issued on the following basis:
(i) 5,400,000 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and
(ii) 5,316,429 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);
(d) the 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;
(e) the Shares were issued on 2 August 2024;
(f) the issue price was $0.07 per Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Shares;
(g) the purpose of the issue of the Shares was to raise funds which is to be applied in a manner set out in Section 1.4;
(h) the Shares are being issued pursuant to customary placement agreements between the Company and the Placement Participants; and
(i) a voting exclusion statement is included for Resolutions 1 and 2.

3. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS

3.1 General

As set out in Section 1, the Company is seeking Shareholder approval to issue 5,358,215 New Options to the Placement Participants on the basis of one (1) free-attaching New Option for every two (2) Shares subscribed for and issued under the Placement.

As summarised in Section 2.2 above, 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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The proposed issue of the New Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the New Options to the Placement Participants. In addition, the issue of the New Options 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 3 is not passed, the Company will not be able to proceed with the issue of the Options.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the New Options.

3.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the New Options will be issued to the same professional and sophisticated investors as identified in Section 2.5(a);
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of New Options to be issued is 5,358,215. The terms and conditions of the New Options are set out in Schedule 1;
(d) the New Options 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 Listing Rules) and it is intended that issue of the New Options will occur on the same date;
(e) the New Options will be issued at a nil issue price as each New Option is freeattaching to the Shares issued under the Placement on a one (1) for two (2) basis. The Company will not receive any other consideration for the issue of the New Options (other than in respect of funds received on exercise of the New Options);
(f) the purpose of the issue of the New Options is to satisfy the Company’s obligations under the Placement;
(g) the New Options are being issued pursuant to customary placement agreements between the Company and the Placement Participants;
(h) the New Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included for this Resolution.

4. RESOLUTIONS 4 TO 7 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTIES

4.1 General

As set out in Section 1, the Directors wish to participate in the Placement on the same terms as the non-related parties ( Related Party Participation ).

Accordingly, Resolutions 4 to 7 seeks Shareholder approval to the issue of up to 1,428,572 Shares and 714,288 free attaching New Options to the Directors (or their respective nominees) ( Participation Securities ). The Participation Securities comprise of:

(a) up to 357,143 Shares and 178,572 New Options to Graham Ascough (or his nominee);

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(b) up to 357,143 Shares and 178,572 New Options to Brendan Cummins (or his nominee);
(c) up to 357,143 Shares and 178,572 New Options to Adrian Hill (or his nominee);
(d) up to 357,143 Shares and 178,572 New Options to Simon Taylor (or his nominee);

4.2 Director Recommendation

Each Director has a material personal interest in the outcome of Resolutions 4 to 7 on the basis that all the Directors (or their nominees) are to be issued Shares should Resolutions 4 to 7 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 4 to 7 of this Notice.

4.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Related Party Participation will result in the issue of Securities which constitutes giving a financial benefit. Graham Ascough, Brendan Cummins, Adrian Hill and Simon Taylor are related parties of the Company by virtue of being Directors.

The Directors (other than Graham Ascough who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 4 because the Participation Securities will be issued to Graham Ascough on the same terms as Securities offered to unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Brendan Cummins who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 5 because the Participation Securities will be issued to Brendan Cummins on the same terms as Securities offered to unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Adrian Hill who has a material personal interest in Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 6 because the Participation Securities will be issued to Adrian Hill on the same terms as Securities offered to unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Simon Taylor who has a material personal interest in Resolution 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 7 because the Participation Securities will be issued to Simon Taylor on the same terms as Securities offered to unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

4.4 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

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It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that all of the Directors have a material personal interest in the outcome of Resolutions 4 to 7. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 4 to 7 at Board level.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 4 to 7 for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the arm’s length terms exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

4.5 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:

10.11.1	a related party;
10.11.2	a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3	a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4	an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5	a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Related Party Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 4 to 7 seek the required Shareholder approval for the Related Party Participation under and for the purposes of Listing Rule 10.11.

4.6 Technical information required by Listing Rule 14.1A

If Resolutions 4 to 7 are passed, the Company will be able to proceed with the issue of the Participation Securities within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.4 above.

As approval is being obtained under Listing Rule 10.11 and not Listing Rule 7.1, the issue of the Participation Securities will not use up any of the Company’s annual placement capacity.

If Resolutions 4 to 7 are not passed, the Company will not be able to proceed with the issue of the Participation Securities under the Related Party Participation and no further funds will be raised beyond the approximate $750,150 in respect of the Placement.

4.7 Technical 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 Resolutions 4 to 6:

(a) the Participation Securities will be issued to the Related Parties as follows:

(i) up to 357,143 Shares and 178,572 New Options to Graham Ascough (or his nominee);

(ii) up to 357,143 Shares and 178,572 New Options to Brendan Cummins (or his nominee);

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(iii) up to 357,143 Shares and 178,572 New Options to Adrian Hill (or their nominee);
(iv) up to 357,143 Shares and 178,572 New Options to Simon Taylor (or his nominee);

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of the Related Parties each being a Director.

(b) 1,428,572 Shares and 714,288 New Options are the maximum number of Securities to be issued (being the nature of financial benefit proposed to be given) and will be allocated in the proportions set out above;
(c) the Shares will be fully paid ordinary shares in the capital of the Company and be issued on the same terms and conditions as the Company’s existing fully paid ordinary shares;
(a) the New Options will be issued on the terms and conditions set out in Schedule 1;
(d) the Participation Securities will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Participation Securities will occur on the same date;
(e) the purpose of the issue of the Participation Securities is to allow the Directors to participate in the Placement. The Company intends to apply the funds use in the manner set out in Section 1.4;
(f) the Related Parties will participate in the Placement on the same terms as the Placement Participants. Consequently, the number of Participation Securities to be issued to the Related Parties has been determined based upon the number of Securities to be issued to the Placement Participants;
(g) the Company does not consider that there are any significant opportunity costs to the Company or benefits forgone by the Company in issuing the Participation Securities to the Directors upon the terms proposed;
(h) the total remuneration package for each of the Directors in the previous financial year and the proposed total remuneration package for the current financial year are set out below:

RELATED PARTY	PREVIOUS FINANCIAL YEAR ENDED 30 JUNE 2023	FINANCIAL YEAR ENDED 30 JUNE 2024 (ACTUAL)	FINANCIAL YEAR ENDED 30 JUNE 2025 (PROPOSED)
Graham Ascough1	$71,797	$71,823	$72,000
Brendan Cummins2	$366,901	$321,400	$321,400
Adrian Hill3	$50,171	$49,950	$50,000
Simon Taylor4	$49,725	$49,950	$50,000

Notes:

Paid as a Consultant for a total annual fee of $71,823 per annum.
Paid as an employee for a annual salarly of $240,000 per annum plus superannuation for an 80% worklaod. Days worked in excess of 80% are charged at $1,250 per day.
Paid as an employee for a annual salarly of $45,000 per annum plus superannuation.

(i) the issue price of the Shares will be $0.07 per Share, being the issue price of the Shares issued to the Placement Participants. The Company will not receive any other consideration in respect of the issue of the Shares in respect of the Related Party Participation;

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(j) the New Options will be issued at a nil issue price as each New Option is freeattaching to the Shares issued under the Placement on a one (1) for two (2) basis. The Company will not receive any other consideration for the issue of the New Options (other than in respect of funds received on exercise of the New Options);
(b) the issue of the Participation Securities is not intended to remunerate or incentivise the Related Party Participants;
(k) the Participation Securities are being issued pursuant to customary placement agreements between the Company and the Placement Participants; and
(l) the relevant interests of the Related Parties in securities of the Company are set out below:

As at the date of this Notice

RELATED PARTY	SHARES1	OPTIONS	PERFORMANCE RIGHTS	UNDILUTED	FULLY DILUTED
Graham Ascough3	1,641,992	178,571	Nil	2.03%	2.18%
Brendan Cummins2	2,125,826	178,571	2,200,000	2.63%	5.38%
Adrian Hill4	2,089,609	160,714	Nil	2.58%	2.69%
Simon Taylor5	1,513,419	89,286	Nil	1.87%	1.92%

Notes:

Fully paid ordinary shares in the capital of the Company (ASX: BCA).
Held Indirectly through Icon Custodians Pty Ltd of which B.Cummins is a Director of the Trustee and beneficiary of Trust) and Mr Brendan James Cummins and Mrs Melissa Ann Cummins .
Held indirectly through Ascough Superannuation Fund and Ascough Family Trust of which G.Ascough is the beneficiary under both Trusts.
Held Indirectly through Samatzo Holdings Pty Ltd of which A.Hill is the beneficiary of.
Held Indirectly through Simon Taylor and Sally Ann Taylor (S.Taylor is the beneficiary) Jimbzal (S.Taylor is the Director of Trustee and beneficiary) Jimzbal Pty Ltd (S.Taylor is the Director of Trustee and beneficiary).

Post issue of Shares to Related Parties

RELATED PARTY	SHARES1	OPTIONS	PERFORMANCE RIGHTS	UNDILUTED	FULLY DILUTED
Graham Ascough	1,999,135	357,143	Nil	2.43%	2.75%
Brendan Cummins	2,482,969	2,304,398	2,200,000	3.02%	8.14%
Adrian Hill	2,446,752	339,286	Nil	2.97%	3.25%
Simon Taylor	1,870,562	267,858	Nil	2.27%	2.49%

(m) if the Shares are issued under Resolutions 4 to 7, this will increase the number of Shares on issue from 80,857,891 (being the total number of Shares on issue as at the date of this Notice) to 82,286,463 (assuming that no further Shares are issued and no New Options are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.74%, comprising 0.43% by Graham Ascough, 0.43% by Brendan Cummins, 0.43% by Adrian Hill and 0.43% by Simon Taylor;

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(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	PRICE	DATE
Highest	$0.17	18 October 2023, 27 November 2023
Lowest	$0.069	1 August 2024
Last	$0.078	5 August 2024

(o) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 4 to 7; and

(p) a voting exclusion statement is included for Resolutions 4 to 7 in this Notice.

5. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO SPP PARTICIPANTS

5.1 General

As set out in Section 1, the Company is seeking Shareholder approval to issue 3,571,429 New Options to the SPP Participants on the basis of one (1) free-attaching Option for every two (2) Shares subscribed for and issued under the SPP.

As summarised in Section 2.2 above, 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.

The proposed issue of the New Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to proceed with the issue of the New Options. In addition, the issue of the New Options 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 8 is not passed, the Company will not be able to proceed with the issue of the New Options to the SPP Participants.

Resolution 8 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the New Options.

5.3 Technical information required by Listing Rule 7.3

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

(a) the New Options will be issued to SPP Participants free-attaching to the Shares issued under the SPP on a one (1) for two (2) basis;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of New Options to be issued is 3,571,429. The New Options are on the same terms as those under the Placement, as set out in Schedule 1;

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(d) the New Options 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 Listing Rules) and it is intended that issue of the New Options will occur on the same date;
(e) the New Options will be issued at a nil issue price as each New Option is freeattaching to the Shares issued under the SPP on a one (1) for two (2) basis. The Company will not receive any other consideration for the issue of the New Options (other than in respect of funds received on exercise of the New Options);
(f) the purpose of the issue of the New Options is to satisfy the Company’s obligations under the SPP;
(g) the New Options are being issued pursuant to customary agreements associated with the SPP between the Company and the SPP Participants;
(h) the New Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included for this Resolution.

6. RESOLUTIONS 9 AND 10 – APPROVAL TO ISSUE OPTIONS TO RELATED PARTIES

6.1 General

As set out in Section 1.3, the Company is seeking Shareholder approval to issue up to 71,429 New Options to Graham Ascough and Brendan Cummins subject to their participation in the SPP ( Particiaption ).

Shareholder approval is not required for the issue of Shares under an SPP by virtue of exception 4 under Listing Rule 10.12.

Accordingly, Resolutions 9 and 10 seek Shareholder approval for the issue of New Options to Graham Ascough and Brendan Cummins (or their nominees), as a result of their potential participation in the SPP on the terms set out below.

6.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of New Options which constitutes giving a financial benefit and Graham Ascough and Brendan Cummins are related parties of the Company by virtue of being Directors.

The Directors (other than Graham Ascough and Brendan Cummins who each have a material personal interests in the relevant Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the New Options will be issued to Graham Ascough and Brendan Cummins (or their nominees) on the same terms as the New Options to be issued to nonrelated party participants in the SPP and as such the giving of the financial benefit is on arm’s length terms.

6.3 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:

10.11.1 a related party;

10.11.2 a person who is, or waeps at any time in the 6 months before the issue or

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agreement, a substantial (30%+) holder in the company;

10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 9 and 10 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

6.4 Technical information required by Listing Rule 14.1A

If Resolutions 9 and 10 are passed, the Company will be able to proceed with the issue of the New Options within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and satisfy its obligations under the SPP. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because exception 4 under Listing Rule 10.12 applies), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 9 and 10 are not passed, the Company will not be able to proceed with the issue of the New Options under the Participation.

6.5 Technical 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 Resolutions 9 and 10:

(a) the New Options will be issued to Graham Ascough and Brendan Cummins (or their nominees), who fall within the category set out in Listing Rule 10.11.1, as Graham Ascough and Brendan Cummins are related parties of the Company by virtue of being Directors;
(b) the maximum number of New Options to be issued is 142,858 as follows:
(i) 71,429 New Options to Graham Ascough; and
(ii) 71,429 New Options to Brendan Cummins.
(c) the New Options will be issued on the same terms and conditions set out in Schedule 1;
(d) the New Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the New Options will be issued on the same date;
(e) the New Options will be issued at a nil issue price as each New Option is freeattaching to the Shares issued under the SPP on a one (1) for two (2) basis. The Company will not receive any consideration for the issue of the New Options (other than in respect of funds received on exercise of the New Options);
(f) the purpose of the issue of the New Options is to satisfy the Company’s obligations under the SPP;
(g) the New Options are being issued pursuant to customary agreements associated with the SPP between the Company and Messrs Ascough and Cummins;

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(h) the New Options to be issued under the Participation are not intended to remunerate or incentivise Messrs Ascough and Cummins; and
(i) a voting exclusion statement is included for Resolutions 9 and 10 of the Notice.

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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.

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 Black Canyon Limited (ACN 150 714 739).

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.

Joint Lead Managers means Foster Stockbroking Pty Ltd (AFSL 223 687) and Taylor Collison Ltd (ACN 008 172 450).

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.

Listing Rules means the Listing Rules of ASX.

New Option/s means an option to acquire a Share with the terms and conditions set out in Schedule 1.

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 New Option or Option as the context requires.

Participation Securities has the meaning given in Section 4.1.

Proxy Form means the proxy form accompanying the Notice.

Placement has the meaning given in Section 1.

Placement Participants has the meaning given in Section 2.1.

Related Party Participation has the meaning given in Section 4.1.

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.

Securities means Shares, Options or New Options as the context requires.

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

Shareholder means a registered holder of a Share.

SPP means Share Purchase Plan, refer to Section 1.3.

SPP Participants has the meaning given in Section 1.3.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF NEW OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.14 ( Exercise Price ).

(c) Expiry Date

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

(d) Exercise Period

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

(e) Notice of Exercise

The Options 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.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

(i) issue the number of 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 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 Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) 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 Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

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(j) Reconstruction of capital

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

(k) Participation in new issues

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

(l) Change in exercise price

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.

(m) Transferability

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

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Need assistance?

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Phone:

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

Online:

www.investorcentre.com/contact

BCA

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:00pm Perth Time (AWST) on Sunday, 22 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: 999999 SRN/HIN: I9999999999 PIN: 99999

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.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

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 Black Canyon 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 Black Canyon Limited to be held at 283 Rokeby Road, Subiaco, WA 6008 on Tuesday, 24 September 2024 at 1:00pm Perth Time (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 Ratification of prior issue of Shares – Listing Rule 7.1
2 Ratification of prior of issue of Shares – Listing Rule 7.1A
3 Approval to issue Options
4 Approval to issue securities to related party - Graham Ascough
5 Approval to issue securities to related party - Brendan Cummins
6 Approval to issue securities to related party - Adrian Hill
7 Approval to issue securities to related party - Simon Taylor
8 Approval to issue Options to SPP Participants
9 Approval to issue Options to Graham Ascough
10 Approval to issue Options to Brendan Cummins

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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.

Step 3 Signature of Securityholder(s)

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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