BLAZE MINERALS LIMITED — Proxy Solicitation & Information Statement 2022

Mar 8, 2022

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9 March 2022

GENERAL MEETING - NOTICE AND PROXY FORM

Dear Shareholder

Blaze Minerals Limited is convening a General Meeting of shareholders to be held on Tuesday 12 April 2022 at 10:00 am (WST) at Suite 9, 330 Churchill Avenue, Subiaco WA 6008 ( Meeting ).

The Treasury Law Amendments (2021 Measure No. 1) Act 2021 facilitates the electronic dispatch of notices of meeting until 1 April 2022. Accordingly, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link: https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements and by entering the code ‘BLZ’. You may vote by attending the Meeting in person, by proxy, or by appointing an authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place as set out above. If possible, Shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, so that the Company may check the Shareholders' holding against the Company’s share register and note attendance.

Voting by Proxy

Appointment of Proxy: Shareholders who are entitled to attend and vote at the Meeting, may appoint a proxy to act generally at the Meeting and to vote on their behalf. The proxy does not need to be a Shareholder. A Shareholder that is entitled to cast two or more votes may appoint two proxies and should specify the proportion of votes each proxy is entitled to exercise. If a Shareholder appoints two proxies, each proxy may exercise half of the Shareholder's votes if no proportion or number of votes is specified.

Voting by proxy: A Shareholder can direct its proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the voting directions to your proxy section of the Proxy Form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Form. Proxy Forms must be received by 10:00am (WST) on 10 April 2022.

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. If you have any difficulties obtaining a copy of Notice of Meeting please contact the Company’s share registry, Automic Group Pty Ltd on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting.

Yours faithfully By order of the Board Steve Samuel Company Secretary Blaze Minerals Limited

Address Suite 9, 330 Churchill Avenue, Subiaco WA 6008 | Postal Address PO Box 866, Subiaco WA 6904 Telephone 08 6489 1600 | Fax 08 6489 1601 | Website www.blazelimited.com.au

BLAZE MINERALS LIMITED

ACN 074 728 019

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am DATE : Tuesday, 12 April 2022 PLACE : Suite 9 330 Churchill Avenue 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 4:00pm (WST) on 10 April 2022.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE OPTIONS UNDER THE OFFER

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 327,499,889 Options 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 – PARTICIPATION OF SIMON COXHELL IN PRIORITY OFFER

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 16,150,000 Options to Simon Coxhell (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.

3. RESOLUTION 3 – PARTICIPATION OF MATHEW WALKER IN PRIORITY OFFER

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 6,500,000 Options to Mathew Walker (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.

4. RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY PURSUANT TO DIRECTOR OFFER - SIMON COXHELL

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 15,000,000 Options to Simon Coxhell (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

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5. RESOLUTION 5 – ISSUE OF OPTIONS TO RELATED PARTY PURSUANT TO DIRECTOR OFFER - DAVID PRENTICE

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 15,000,000 Options to David Prentice (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 9 March 2022

By order of the Board

Mr Steve Samuel Company Secretary

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Voting Prohibition Statements

Resolution 4 – Issue of Options to Related Party

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 5 – Issue of Options to Related Party

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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 – Approval to issue Options under the Priority Offer	Offer participants, or their nominees, or any other 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) or an associate of thatperson(or thosepersons).
Resolution 4 – Participation of Simon Coxhell in Priority Offer	Simon Coxhell (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 thatperson or thosepersons.
Resolution 4 – Participation of Matthew Walker in Priority Offer	Matthew Walker (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 4 – Issue of Options to Related Party Pursuant to Director Offer – Simon Coxhell	Simon Coxhell (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 thatperson or thosepersons.
Resolution 5 – Issue of Options to Related Party Pursuant to Director Offer - David Prentice	David Prentice (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:

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• (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.

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6489 1600.

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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 THE OFFER

1.1 Priority Offer

On 22 February 2022, the Company announced that its listed options on issue with an exercise price of $0.05 are scheduled to expire at 5.00pm WST on 31 March 2022 ( Expiring Options ).

The Company announced that, subject to shareholder approval sought pursuant to Resolution 1, the Company will issue up to 327,499,889 Options at an issue price of $0.001 per Option ( Priority Options ) to raise up to $327,500. The Priority Options will be issued to holders of Expiring Options on a 1 for 1 basis and will have an exercise price of $0.05 and an expiry date of 31 May 2024. The Company will issue the Priority Options pursuant to a prospectus ( Prospectus ) which will invite applications for the Priority Options (Priority Offer ). All holders of Expiring Options will be eligible to apply for the Priority Options, with the record date for the Priority Offer being 30 March 2022.

Two of the Company’s Directors, Mr Simon Coxhell and Mr Mathew Walker, intend to take up Priority Options under the Priority Offer on a 1 for 1 basis with their holdings of Expiring Options, subject to Shareholder approval sought pursuant to Resolutions 2 and 3.

Resultingly, the Company intends to issue the following Priority Options under the Priority Offer:

• (a) 304,849,889 Priority Options to holders of Expiring Options (who are not related parties of the Company or persons listed in ASX Listing Rule 10.11), subject to Shareholder approval sought pursuant to Resolution 1;

• (b) 16,150,000 Priority Options to Mr Simon Coxhell, subject to Shareholder approval sought pursuant to Resolution 2; and

• (c) 6,500,000 Priority Options to Mr Mathew Walker, subject to Shareholder approval sought pursuant to Resolution 3.

In the event that not all Priority Options are taken up by holders of Expiring Options, it is proposed that remaining Priority Options will be placed to unrelated parties of the Company (who are not persons listed in ASX Listing Rule 10.11) at the discretion of the Directors of the Company.

1.2 Director Offer

The Company proposes to issue Directors Simon Coxhell and David Prentice an additional 15,000,000 Priority Options each (a total of an additional 30,000,000 Priority Options) in addition to the Priority Options to be issued under the Priority Offer ( Director Offer ). The Company is seeking Shareholder approval of this proposed issue pursuant to Resolutions 4 and 5 below.

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2. RESOLUTION 1 – APPROVAL TO ISSUE PRIORITY OPTIONS UNDER THE OFFER

2.1 General

The Company is proposing to issue up to 327,499,889 Priority Options to holders of Expiring Options, on a 1 for 1 basis. As set out above in Section 1.1, the Company is seeking Shareholder approval to issue 304,849,889 Priority Options to holders of Expiring Options who are unrelated parties of the Company.

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.

The proposed issue of the Priority Options does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching 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 under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Priority Options. In addition, the issue of the Priority 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 1 is not passed, the issue of the Priority Options will not proceed.

Resolution 1 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Priority Options.

2.3 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 1:

• (a) the Priority Options will be issued to holders of the Expiring Options who are not related parties of the Company;

• (b) the maximum number of Priority Options to be issued is 304,849,889. The terms and conditions of the Priority Options are set out in Schedule 1;

• (c) the Company intends to apply for quotation of the Priority Options;

• (d) the Priority 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 Priority Options will occur on the same date;

• (e) the issue price will be $0.001 per Priority Option. The Company will not receive any other consideration for the issue of the Priority Options (other than in respect of funds received on exercise of the Priority Options);

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• (f) the purpose of the issue of the Priority Options is to reward holders of Expired Option for their ongoing commitment and loyalty to the Company and to raise $327,500. The Company intends to apply the funds raised from the issue towards the exploration and development of the Company’s existing exploration assets and for working capital purposes;

• (g) the Priority Options are not being issued under an agreement; and

• (h) the Priority Options are not being issued under, or to fund, a reverse takeover.

3. RESOLUTIONS 2 AND 3 – PARTICIPATION OF MR COXHELL AND MR WALKER IN PRIORITY OFFER

3.1 General

As set out in Section 1.1, Directors Simon Coxhell and Mathew Walker are seeking Shareholder approval (pursuant to Resolutions 2 and 3) to participate in the Priority Offer on a 1 for 1 basis with their holdings of Expiring Options ( Participation ).

Accordingly, Shareholder approval is sought for the issue of:

• (a) 16,150,000 Priority Options to Mr Simon Coxhell (or his nominee) (pursuant to Resolution 2); and

• (b) 6,500,000 Priority Options to Mr Mathew Walker (or his nominee) (pursuant to Resolution 3).

3.2 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 Options which constitutes giving a financial benefit and Directors Simon Coxhell and Mathew Walker are related parties of the Company by virtue of being Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Options will be issued to Messrs Coxhell and Walker (or their nominees) on the same terms as Options issued to non-related party participants in the Offer and as such the giving of the financial benefit is on arm’s length terms.

3.3 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:

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• 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 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 2 to 3 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

3.4 Technical information required by Listing Rule 14.1A

If Resolutions 2 to 3 are passed, the Company will be able to proceed with the issue of the Options under the Participation 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 2.3(f) above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 2 to 3 are not passed, the Company will not be able to proceed with the issue of the Options under the Participation and no further funds will be raised in respect of the Offer.

3.5 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 4 to 6:

• (a) the Options will be issued to Simon Coxhell, Mathew Walker and David Prentice (or their nominees), who fall within the category set out in Listing Rule 10.11.1, as they are related parties of the Company by virtue of being Directors;

• (b) the maximum total number of Options to be issued to:

• (i) Simon Coxhell: 16,150,000 Priority Options; and (ii) Mathew Walker: 6,500,000 Priority Options.

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• (c) The terms and conditions of the Options are set out in Schedule 1;

• (d) the 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 intended that issue of the Options will occur on the same date;

• (e) the issue price will be $0.001 per Option, being the same issue price as Options issued to other participants in the Offer. The Company will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of Options under the Participation is to raise capital, which the Company intends to use in the manner set out in Section 2.3(f) above;

• (g) the Options to be issued under the Participation are not intended to remunerate or incentivise the Director;

• (h) the Options are not being issued under an agreement; and

• (i) a voting exclusion statement is included in Resolutions 4 and 3 of the Notice.

4. RESOLUTIONS 4 AND 5 – ISSUE OF PRIORITY OPTIONS TO RELATED PARTIES PURSUANT TO DIRECTOR OFFER

4.1 General

As set out in Section 1.2 above, the Company intends to issue Directors Simon Coxhell and David Prentice an additional 15,000,000 Priority Options each ( Director Offer ) in addition to the 327,499,889 Priority Options to be issued under the Priority Offer.

Accordingly, Resolutions 4 and 5 seek Shareholder approval for the issue of up to a total of 30,000,000 Options to Directors Simon Coxhell and David Prentice (or their nominees), as a result of the Director Offer on the terms set out below.

4.2 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 Director Offer will result in the issue of Options which constitutes giving a financial benefit and Directors Simon Coxhell and David Prentice are related parties of the Company by virtue of being Directors.

The Board (other than Messrs Coxhell and Prentice who have a material personal interest in the Resolution) considers that Shareholder approval pursuant to

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Chapter 2E of the Corporations Act is not required in respect of the grant of Options because the agreement to issue the Options, reached as part of the remuneration package for Messrs Coxhell and Prentice, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

4.3

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 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 Director Offer 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 and 5 seek Shareholder approval for the Director Offer under and for the purposes of Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 and 5 are passed, the Company will be able to proceed with the issue of the Options under the Director Offer 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 2.3(f) above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options in respect of the Director Offer (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 4 and 5 are not passed, the Company will not be able to proceed with the issue of the Options under the Director Offer and the Company may seek alternative means to further remunerate Messrs Coxhell and Prentice.

4.5

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 4 and 5:

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• (a) the Options will be issued to Simon Coxhell and David Prentice (or their nominees), who fall within the category set out in Listing Rule 10.11.1, as they are related parties of the Company by virtue of being Directors;

• (b) the maximum total number of Options to be issued to Simon Coxhell and David Prentice (or their nominees) is 30,000,000, with 15,000,000 Options to be issued to each of Messrs Coxhell and Prentice.

• (c)

• the terms and conditions of the Options are set out in Schedule 1;

• (d) the 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 intended that issue of the Options will occur on the same date;

• (e) the issue price will be $0.001 per Option, being the same issue price as Options issued to other participants in the Offer. The Company will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of the Options is to provide a performance linked incentive component in the remuneration package for Messrs Coxhell and Prentice, to motivate and reward their performance as a Director and to provide cost effective remuneration to Messrs Coxhell and Prentice, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Messrs Coxhell and Prentice;

• (g) the current total remuneration package for Messrs Coxhell and Prentice is as follows:

• (i) Mr Simon Coxhell: $80,000, comprising of directors’ fees of $80,000, no superannuation payment and no share-based payments; and

• (ii) Mr David Prentice: $80,000, comprising of directors’ fees of $80,000, no superannuation payment and no share-based payments.

• (h) If the Options are issued, the total remuneration package of:

• (i) Mr Simon Coxhell will increase by $60,000 to $140,000, being the value of the Options using the closing market price of the Company’s of listed options (ASX:BLZO) as at 3 March 2022 of $0.006; and

• (ii) Mr David Prentice will increase by $60,000 to $140,000, being the value of the Options using the closing market price of the Company’s of listed options (ASX:BLZO) as at 3 March 2022 of $0.006;

• (i) the Options are not being issued under an agreement; and

• (j) a voting exclusion statement is included in Resolutions 4 and 5 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 Blaze Minerals Limited (ACN 074 728 019).

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.

Listing Rules means the Listing Rules of ASX.

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 with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

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.

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SCHEDULE 1 – TERMS AND CONDITIONS OF THE OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 May 2024 ( 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

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Notice of Meeting - BLZ (01 03 22)(2891389.4) - FINAL

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) 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.

(j) 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.

(k)

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.

(l) 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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Notice of Meeting - BLZ (01 03 22)(2891389.4) - FINAL

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