BURLEY MINERALS LTD - Proxy Solicitation & Information Statement 2022

BURLEY MINERALS LTD ABN: 44 645 324 992 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am (AWST) DATE : 19 January 2023 PLACE : Level 3, 30 Richardson Street, West Perth, WA 6005.

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (AWST) on 17 January 2023.

VENUE AND VOTING INFORMATION

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at Level 3, 30 Richardson Street, West Perth, WA at 10.30am (AWST) on 19 January 2023.

Shareholders will be able to attend and participate in the Meeting.

Shareholders will be able to vote and ask questions at the meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to Lisa Wynne, Company Secretary at [email protected] at least 5 Business Days before the Meeting.

Your vote is important

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

Voting at the Meeting

A shareholder entitled to attend and vote at the Meeting may vote by:

(a) attending the Meeting; or
(b) appointing a proxy, attorney or in the case of a corporate shareholder, a corporate representative, to vote at this Meeting on their behalf.

Attending the Meeting enables Shareholders to ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online		Lodge the Proxy Form online athttps://www.advancedshare.com.au/Investor- Login and follow the prompts. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and the control number as shown on the front of the Proxy Form.
By mobile		Scan the QR Code on your Proxy Form and follow the prompts.
By facsimile		+61 8 6370 4203
By post		Advanced Share Registry Services, PO Box 1156, Nedlands WA 6909

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Undirected and Directed Proxies

The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on each Resolution.

The Company will not disregard any votes cast on a Resolution by a person if the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy.

If you intend to appoint the Chair as your proxy, you can direct him how to vote by marking the boxes for each resolution (for example, if you wish to vote “For”, “Against” or “Abstain”), or you cannot mark any of the boxes and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of all Resolutions).

If you intend to appoint a Director (other than the Chair) or another member of the Key Management Personnel, or their Closely Related Parties as your proxy, you must specify how they should vote on Resolution 1 by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1. If the Chair is your proxy (or if they are appointed by default) but you do not direct them how to vote on a resolution (that is, you do not mark any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may then vote as they see fit on that resolution.

If you mark more than one box on an item your vote will be invalid on that item.

In accordance with the Corporations Act, any directed proxies that are not voted on a poll at the meeting will automatically default to the Chair, who is required to vote proxies as directed.

It is the Chair’s intention to vote all undirected proxies in favour of all Resolutions . In exceptional circumstances, the Chair may change his/her voting intention on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Asking Questions

We encourage you to submit questions in advance of the Meeting on any matter that may be relevant to the Meeting. You can do this sending your question to the Company Secretary by email to [email protected].

To allow time to collate questions and prepare answers, you must submit any questions at least 5 days before the Meeting.

Questions will be collated and, during the Meeting, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

Shareholders and proxy holders will also have the ability to listen to the discussion at the Meeting and ask questions during the Meeting.

COVID-19 MEETING PROTOCOLS

The Company advises Shareholders that the Meeting will be held to comply with the Government’s recommendations in relation to gatherings of persons during the current COVID-19 situation. As at the date of this notice, Government directives and recommendations on gatherings and travel restrictions mean that some Shareholders may not be able to attend the Meeting in person. The Company therefore strongly encourages Shareholders who wish to vote on the business of the Meeting to do so by lodging a directed proxy prior to the date of Meeting as per the instructions on the Proxy Form.

Shareholders can submit any questions in advance of the Meeting by emailing them to [email protected] .

The Meeting will consider only the business detailed in the Agenda below, followed by a Company update presentation made to Shareholders.

BUSINESS OF THE MEETING

AGENDA

1 RESOLUTION 1 – APPROVAL FOR THE ISSUE OF LI2O CONSIDERATION SHARES

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

“That for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 26,091,305 Shares to the LI2O Pty Ltd Vendors (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) the LI2O Pty Ltd Vendors (or any of their nominee(s)); or
(b) an associate of the LI2O Pty Ltd Vendors (or any of their nominee(s)),

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).

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2 RESOLUTION 2 – APPROVAL FOR THE ISSUE OF CORPORATE ADVISORY SHARES TO CANACCORD GENUITY

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

“That for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1,000,000 Shares to Canaccord Genuity (and/or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) the Canaccord Genuity (or any of their nominee(s)); or
(b) an associate of the Canaccord Genuity (or any of their nominee(s)),

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).

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair 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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3 RESOLUTION 3 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR MR WAYNE RICHARDS

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

“That, under and for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Performance Rights to Mr Wayne Richards (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Wayne Richards and/or his nominee(s) 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).

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

Voting Prohibition Statement: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution and:

(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution but expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly with the remuneration of a member of the Key Management Personnel.

4 RESOLUTION 4 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR MR BRYAN DIXON

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

“That, under and for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,900,000 Performance Rights to Mr Bryan Dixon (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Bryan Dixon and/or his nominee(s) 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).

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

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution and:

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

5 RESOLUTION 5 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR MR JEFF BRILL

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

“That, under and for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 500,000 Performance Rights to Mr Jeff Brill (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Jeff Brill and/or his nominee(s) 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).

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

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution and:

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

BY ORDER OF THE BOARD

Lisa Wynne Company Secretary 19 December 2022

E X P L A N A T O RY S T A TE M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.30am (AWST) on 19 January 2023.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the General Meeting are set out below.

AGENDA

1. RESOLUTION 1 – APPROVAL FOR THE ISSUE OF LI2O CONSIDERATION SHARES

1.1 General

On 16 November 2022 the Company entered into a binding Share Purchase Agreement ( LI2O Agreement ) with LI2O Pty Ltd ( LI2O ), and each of the following persons (being all the shareholders of LI2O):

Mr Robert Andrew Jewson;
Mr Peter Romeo Gianni;
Troca Enterprises Pty Ltd ;
Cornerstone Advisors Pty Ltd;
African Resource Consulting Pty Ltd; and
Mr James Rikki Elliott,

(together, the LI2O Vendors ),

in relation to the purchase by the Company of all the issued shares in LI2O, a private company which owns 100% of Mt James Lithium Project Exploration License (ELA) 52/4185, the Dragon Lithium Project ELA 09/2747 and the binding option agreement represents the acquisition of the rights, title and interest, subject to underlying royalties, in the 35 mineral claims known as the Chubb Lithium Property tenements covering 15km2 in the Val-d’Or Quebec region in Canada.

Under the terms of the LI2O Agreement, the LI2O Vendors are entitled (in their relevant proportions) to:

(b) upfront consideration payable upon completion under the LI2O Agreement ( Completion ), comprising:
(i) $C500,000 in cash; and
(ii) 26,091,305 Shares ( LI2O Consideration Shares ); and
(iii) Grant to Mining Equities Pty Ltd (and/or its nominees) a 0.5% Net Smelter Royalty over the Chubb Lithium Property, the Mt James Lithium Project ELA52/4185 and the Dragon Lithium Project ELA09/2747.

1.2 Listing Rule 7.1

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

The issue of the LI2O Consideration Shares does not fit within any of the exceptions in Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1

To this end, Resolution 1 seeks the required Shareholder approval of the issue of 26,091,305 LI2O Consideration Shares under and for the purposes of Listing Rule 7.1.

If Resolution 1 is passed, the Company will be able to proceed to completion of the LI2O Agreement and the issue of the 26,091,305 LI2O Consideration Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over 12 month period following the date of issue of the LI2O Consideration Shares.

If Resolution 1 is not passed, Company will not have sufficient capacity to issue the 26,091,305 LI2O Consideration Shares without Shareholder approval under Listing Rule 7.1 as a result of which the Company will not be able to complete the acquisition of LI2O under the LI2O Agreement.

1.3 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 LI2O Completion Shares will be issued to the LI2O Vendors (and/or their nominee(s)) (in their relevant proportions), none of whom are a Related Party of the Company, a member of Key Management Personnel, a substantial holder in the Company, an adviser to the Company or an associate of any such person;
(b) 26,091,305 LI2O Consideration Shares will be issued (with 13,000,000 to be held in escrow until 12 months from the date of issue of the Consideration Shares);
(c) the LI2O Consideration Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms as the Company’s existing Shares, and will rank equally in all respects with those existing Shares;
(d) the LI2O Consideration Shares will be issued by no later than three (3) months after the date of the Meeting (or such later date as may be approved by ASX, including such later date as permitted by any ASX waiver or modification of the Listing Rules);
(e) no funds will be raised from the issue of the LI2O Consideration Shares as they will be issued as consideration for completion of the acquisition of LI2O by the Company;
(f) a summary of the terms of the LI2O Agreement is set out in the Schedule 2 to this Notice; and
(g) a voting exclusion statement is included in this Notice.

1.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the issue of the 26,091,305 LI2O Consideration Shares will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over 12 month period following the date of issue of the LI2O Consideration Shares.

If Resolution 1 is not passed, the Company will not be able to Complete the LI2O Agreement and therefore not acquire LI2O.

1.5 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1 as it allows the Company greater flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period pursuant to Listing Rule 7.1 without Shareholder approval.

2. RESOLUTION 2 – APPROVAL FOR THE ISSUE OF CORPORATE ADVISORY SHARES TO CANACCORD GENUITY

2.1 General

In October 2022, the Company entered into an agreement with Canaccord Genuity ( Advisory Agreement ) to facilitate the LI2O Agreement.

Under the terms of the Advisory Agreement Canaccord Genuity is entitled to be issued 1,000,000 Shares ( Corporate Advisory Shares ) in consideration for corporate advisory services relating to the facilitation of the LI2O Agreement.

The issue of the Corporate Advisory Shares is subject to the passing by Shareholders of Resolution 1 of the Notice.

The Advisory Agreement contains other such terms and conditions, including representations and warranties, as are ordinarily found in agreements of its type.

2.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is outlined at section 1.2 of this Notice.

The issue of the Corporate Advisory Shares does not fit within any of the exceptions in Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1

To this end, Resolution 2 seeks the required Shareholder approval of the issue of 1,000,000 Corporate Advisory Shares under and for the purposes of Listing Rule 7.1.

If Resolution 1 and 2 is passed, the Company has the requisite capacity under Listing Rule 7.1, the issue of up to 1,000,000 Corporate Advisory Shares which will reduce to that extent the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for 12 months following their issue.

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 2:

(a) the Corporate Advisory Shares will be issued to Canaccord Genuity (and/or its nominee(s)), none of whom are a Related Party of the Company, a member of Key Management Personnel, a substantial holder in the Company, an adviser to the Company or an associate of any such person;
(b) up to 1,000,000 Corporate Advisory Shares are proposed to be issued to Canaccord Genuity (and/or its nominee(s) pursuant to Resolution 2;
(c) the Corporate Advisory Shares are fully paid ordinary shares in the capital of the Company issued on the same terms as the Company’s existing Shares, and will rank equally in all respects with those existing Shares;
(d) the Corporate Advisory Shares will be issued by no later than three (3) months after the date of the Meeting (or such later date as may be approved by ASX, including such later date as permitted by any ASX waiver or modification of the Listing Rules);
(e) no funds will be raised from the issue of the Corporate Advisory Shares as they will

be issued in consideration for services provided to the Company;

(f) a summary of the terms of the Advisory Agreement is set out above; and
(g) a voting exclusion statement is included in this Notice.

2.4 Technical information required by Listing Rule 14.1A

Resolution 2 is subject to the passing of Resolution 1.

If Resolutions 1 and 2 are passed, the Company will be able to proceed to issue the 1,000,000 Corporate Advisory Shares which will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over 12 month period following the date of issue of the Consideration Shares and the Corporate Advisory Shares.

If Resolution 1 is passed and Resolution 2 is not passed, the issue of the 1,000,000 Corporate Advisory Shares will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over 12 month period following the date of issue of the Corporate Advisory Shares.

2.5 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2 as it allows the Company greater flexibility to issue further securities representing up to 15% of the total number of Shares on issue in any 12 month period pursuant to Listing Rule 7.1 without Shareholder approval.

3. RESOLUTIONS 3 TO 5 – APPROVAL OF PERFORMANCE RIGHTS TO DIRECTORS

3.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue a total of 4,400,000 Performance Rights to Directors Mr Wayne Richards, Mr Bryan Dixon and Mr Jeff Brill and/or their respective nominees) ( Related Parties ) as part of their remuneration as Managing Director, Non-Executive Chair and Non-Executive Director, respectively.

Related Party	Performance Rights	Performance Rights	Performance Rights
	Tranche 1	Tranche 2	Tranche 3	Total Performance Rights
Wayne	-	1,000,000	1,000,000	2,000,000
Richards
(Resolution 3)
Bryan Dixon	900,000	500,000	500,000	1,900,000
(Resolution 4)
Jeff Brill	500,000	-	-	500,000
(Resolution 5)
Total				4,400,000

The Performance Rights are to be issued on the terms and conditions set out below and in Schedule 1.

Subject to the terms in Schedule 1, the Performance Rights will vest as follows:

(a) Tranche 1 : upon the Company achieving a $0.40 volume weighted average price for Shares over 20 consecutive trading days on which the Shares have been traded on ASX, within three (3) years after the date of their issue;
(b) Tranche 2 : upon the Company announcing an inferred iron ore resource of at least 25Mt @ +54% Fe on any project in which the Company has an interest in, within five (5) years after the date of their issue; and
(c) Tranche 3 : upon the Company announcing an inferred lithium resource of at least 15Mt @ +1.0% LI2O on any project in which the Company has an interest in, within five (5) years after the date of their issue.

Resolutions 3 to 5 inclusive seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to a total of 4,400,000 Performance Rights to the Related Parties, or their respective nominees.

Resolutions 3 to 5 inclusive are ordinary resolutions.

3.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

(i) a related party of the entity (Listing Rule 10.11.1);
(ii) 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 (Listing Rule 10.11.2);
(iii) 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 (Listing Rule 10.11.3);
(iv) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
(v) 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 (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

The proposed issues of Performance Rights the subject of Resolutions 3 to 5 inclusive, to Messrs Richards, Dixon and Brill fall within Listing Rule 10.11.1 as they are each related parties of the Company in their capacity as Directors. As the proposed issues do not fall within any of the exceptions in Listing Rule 10.12 they therefore require the approval of Shareholders under Listing Rule 10.11.

If Resolutions 3 to 5 inclusive are passed, the Company will be able to proceed with the issue of the Performance Rights to the Directors (and/or their respective nominee(s)) and the Directors will be remunerated accordingly.

If Resolutions 3 to 5 inclusive are not passed, the Company will not be able to proceed with the issue of the Performance Rights to the Directors (and/or their respective nominee(s)) and the Company may need to consider other forms of remuneration, including by the payment of cash.

3.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Performance Rights:

(a) the Performance Rights will be issued to Messrs Richards, Dixon and Brill (and/or their respective nominees), each of whom is a Director, if Resolutions 3 to 5 inclusive are approved by Shareholders;
(b) each of the Directors falls into the category stipulated by Listing Rule 10.11.1, each being a related party of the Company by virtue of their being a Director. In the event that the Performance Rights are issued to nominee of the Directors, those persons will fall into the category stipulated by Listing Rule 10.11.4;
(c) the maximum number of Performance Rights to be issued to the Related Parties (or their respective nominees) is 4,400,000, in the proportions set out in section 3.1 above. The actual number of Performance Rights that vest is dependent on the achievement of the vesting conditions;
(d) the current total remuneration package of each Director is set out below:

Remuneration	(per	Bryan Dixon	Wayne	Jeff Brill
annum)			Richards
Salary and fees1		$70,000	$290,000	$40,000
Incentive payments		$50,000	Nil	Nil
Leave entitlements		Nil	Statutory	Nil
Prior	Share-based	Nil	$4,125	Nil
payments2
Proposed	Share-based	$255,650	$460,000	$14,250
payments3
	TOTAL	$376,650	$754,125	$54,250

Notes:

1 Salary and fees are exclusive of statutory superannuation.
2 3,000,000 Performance Rights (on the terms and conditions set out in the company’s ASX announcement dated 10 February 2022.
3 The value of Performance Rights the subject of Resolutions 3 to 5 are based on the following:
(i) BUR share price as at 29 November 2022 of $0.23 (ii) Tranche 1 - Expiry 3 years from grant date (iii) Tranches 2 & 3 - Expiry 5 years from grant date (iv) 88.2% Volatility based on historical BUR share price data (v) Risk free rate of 3.2%

(e) the Performance Rights:

(i) are subject to the expiry dates and the other material terms summarised in Schedule 1;
(ii) are being issued as a cost effective and efficient reward for the Company to appropriately incentivise the continued performance of the Directors and is considered by the Board to be consistent with the strategic goals and targets of the Company; and
(iii) the current value that the Company attributes to each Performance Right is $0.0285 per T1 Performance Rights, $0.23 per T2 Performance Rights and $0.23 per T3 Performance Rights, for a total of $729,900.
(iv) The above valuation is based on the market value of the Company’s Shares as at 29 November 2022. AASB 2 states in paragraph 19 that vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods or services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. On the other hand, paragraph 21 states that market conditions, such as a target share price upon which vesting (or exercisability) is conditioned, shall be taken into account when estimating the fair value of the equity instruments grant. Due to the nature of the vesting conditions and the early stage nature of the Company it is possible that the vesting conditions will not be met and thus no Performance Rights will vest. Therefore, the expense attributable to the Performance Rights and the value received by Directors from them could range between nil and the Share price when the Performance Rights are granted. This valuation is not automatically the valuation for taxation purposes.
(f) the Performance Rights will be issued no later than one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
(g) the Performance Rights will have an issue price of nil as they will be issued as part of each Related Party's remuneration package and no amount is payable on vesting of the Performance Rights. As such no funds will be raised through the grant of the Performance Rights or on the exercise and conversion of the Performance Rights into Shares; and
(h) a voting exclusion statement is included in the Notice.

3.4 Additional Information

The Board recognises that the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations states that non-executive directors should not receive performance rights as part of their remuneration. Notwithstanding this, the Board considers the issue of Performance Rights to the Directors is appropriate in the circumstances for the reasons set out below:

(a) If all the Performance Rights the subject of Resolutions 3 to 5 inclusive are granted and exercised, then the Company’s fully paid share capital (based on the existing

number of Shares and assuming no other Company securities are exercised or converted) will be diluted by 6.72%.

(b) The primary purpose of the grant of Performance Rights is to provide an incentive to Messrs Richards, Dixon and Brill. Given this purpose, the Directors do not consider that there is any opportunity cost or benefit foregone to the Company in granting the Performance Rights that are the subject of Resolutions 3 to 5 inclusive (other than as set out below).
(c) Based on its examination, the Board has concluded that the totality of Messrs Richards, Dixon and Brill’s remuneration packages, including the equity component of up to 4,400,000 Performance Rights now to be considered for approval by Shareholders, is fair and reasonable in the circumstances of the Company given its size and stage of development, market practice of other companies in the mineral exploration industry and given the necessity to attract and retain the highest calibre of skilled professionals to the Company whilst maintaining the Company’s cash reserves, and in light of Messrs Richards, Dixon and Brill’s significant management experience and knowledge of the mineral exploration industry.
(d) Accounting standards require that granted Performance Rights be valued and expensed. The Directors do not consider that there are any other opportunity costs to the Company or benefits forgone by the Company in respect of the proposed issue of Performance Rights pursuant to Resolutions 3 to 5 inclusive.
(e) The last available price of Shares quoted on ASX prior to the date of this Notice of General Meeting on 16 December 2022 was $0.215. The highest price for Shares trading on ASX over the last 12 months was $0.405 on 17 November 2022 and the lowest price in that period was $0.078 on 29 June 2022.

3.5 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit (which includes the issue of Performance Rights) to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions of Chapter 2E of the Corporations Act; or
(b) prior Shareholder approval is obtained for the giving of the financial benefit.

For the purposes of Chapter 2E, each Director is considered to be a related party of the Company. The proposed issue of Performance Rights to Directors and/or their nominee(s) involves the provision of a financial benefit to a related party of the Company. Section 211 of the Corporations Act provides an exception to the provisions of Chapter 2E where the financial benefit is remuneration that would be reasonable given the circumstances of the Company and the related party’s circumstances. The Board has determined that proposed grant of Performance Rights to Messrs Richards, Dixon and Brill falls within the exemption contained in section 211 of the Corporations Act as reasonable remuneration.

3.6 Listing Rule 7.1

Broadly speaking, and subject to a number of exemptions, ASX 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 issue of Performance Rights to Messrs Richards, Dixon and Brill with Shareholder approval pursuant to ASX Listing Rule 10.11 falls within Exception 14 to ASX Listing Rule 7.1 and therefore Shareholder approval is not required under ASX Listing Rule 7.1 to issue the Performance Rights to Messrs Richards, Dixon and Brill and/or their nominee(s) as approval is being obtained under ASX Listing Rule 10.11.

Shareholders should note that the issue of securities to Messrs Richards, Dixon and Brill and/or their nominee(s) will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

3.7 Directors’ recommendations

Mr Wayne Richards declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. The Directors (other than Mr Wayne Richards) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 3.

Mr Bryan Dixon declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution. The Directors (other than Mr Bryan Dixon) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 4.

Mr Jeff Brill declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The Directors (other than Mr Jeff Brill) recommend that, for the reasons set out above, Shareholders vote in favour of Resolution 5.

S C H E D UL E 1 – T E R MS A N D C O N DI T IO N S O F P E RF O RM A N C E RI G HT S

The terms and conditions of the Performance Rights are set out below.

1 ( Entitlement ): Subject to the terms and conditions set out below, each Performance Rights, once vested, entitles the holder, on conversion, to the issue of one fully paid ordinary share in the capital of the Company ( Share ).
2 ( Conditions ): The Performance Rights have the vesting conditions and expiry dates set out below.
(a) Tranche 1 : subject to a 40c Share Price 20 day VWAP, expiring 3 years post issue date;
(b) Tranche 2 : subject to an inferred resource iron ore 25Mt @ +54% Fe, expiring 5 years post issue; and
(c) Tranche 3 : subject to an inferred resource lithium 15Mt @ +1.0% Li20, expiring 5 years post issue.
3 In the event that the holder retires or is otherwise removed as a Director of the Company, all the unvested Performance Rights at the time will be forfeited.
4 Upon vesting, the Performance Rights will automatically convert into Shares the next business day following the end of the Vesting period.
5 ( Expiry Date and Lapse ): Each Performance Rights will lapse upon the earlier to occur of:
(a) the Vesting Condition not being satisfied on or before the relevant Expiry Date; or
(b) the Performance Rights lapsing and being forfeited under these terms and conditions,

and, for the avoidance of doubt, any vested but unexercised Performance Rights will automatically lapse on that date.

6 ( Conversion ): Upon achievement of the relevant Vesting condition, each Performance Rights will convert into one Share.
7 ( Shares issued on conversion ): Shares issued on conversion of the Performance Rights rank equally with the then Shares of the Company.
8 ( No cash consideration ): The Performance Rights will be issued for nil consideration and no consideration will be payable upon the issue of Shares after conversion.
9 ( Quotation ): The Performance Rights will be unquoted.
10
( Transferability ): The Performance Rights are not transferable.
11 ( Timing of issue of Shares ): Within 10 business days after the later of the following:
(a) the Vesting date and

(b) if a Cleansing Notice is required, when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

(c) issue the Shares pursuant to the conversion of the Performance Rights;
(d) if required and subject to paragraph (l), give ASX a notice that complies with section 708A(5)(e) of the Corporations Act (Cleansing Notice); and
(e) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules and subject to the expiry of any restriction period that applies to the Shares under the Corporations Act or the Listing Rules.
12 ( Transfer restrictions ): If the Company is unable to deliver a Cleansing Notice (to the extent required) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on vesting of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue with ASIC a "cleansing 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. Where this clause applies, any Shares issued on vesting of Performance Rights will be subject to a holding lock until the earlier of such time as a prospectus is issued by the Company or 12 months from the date of issue of the Shares.
13 ( Quotation of Shares on conversion ): Application will be made by the Company to ASX, on the business day the Shares are issued, for quotation of the Shares issued upon the conversion of the Performance Rights.
14 ( Dividend and voting rights ): The Performance Rights do not confer on the holder an entitlement to vote at general meetings of the Company or to receive dividends.
15 ( Participation in entitlements and bonus issues ): Subject always to the rights under paragraphs 16 and 18, holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
16 ( Adjustment for bonus issue ): If securities are issued pro-rata to shareholders generally by way of bonus issue (other than an issue in lieu of dividends by way of dividend reinvestment), the number of Performance Rights to which the holder is entitled will be increased by that number of securities which the holder would have been entitled if the Performance Rights held by the holder had converted to Shares immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Listing Rules at the time of the bonus issue.
17 ( No rights to return of capital ): The Performance Rights do not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
18 ( Rights on winding up ): The Performance Rights do not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.
19 ( Adjustments for reorganisation ): In the event that the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all the holder's rights as a holder of Performance Rights will be changed to the extent

necessary to comply with the Listing Rules at the time of reorganisation provided that, subject to compliance with the Listing Rules, following such reorganisation the holder's economic and other rights are not diminished or terminated.

20 ( Leaver ): Where the holder of the Performance Rights (or the relevant Eligible Participant in the case of a Permitted Nominee) of the Performance Rights is no longer employed, or their office or engagement is discontinued with the Group, any unvested Performance Rights will automatically lapse and be forfeited by the holder, unless the Board otherwise determines in its discretion.
21 ( Change of Control ): If prior to the earlier of the conversion of Performance Rights or the Expiry Date a Change in Control Event occurs then each Performance Rights will automatically vest, regardless of whether the Vesting conditions have been satisfied. For the purposes of these terms, a Change of Control Event occurs if:
(a) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(b) a Takeover Bid (as defined in the Corporations Act):
- (i) has become unconditional; and
- (ii) the person making the Takeover Bid has a Relevant Interest (as defined in the Corporations Act) in fifty percent (50%) or more of the issued Shares; or
(c) any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means.

S C H E D UL E 2 – L I2 O P TY LT D A GR E E M E NT

The Company has entered into a binding term sheet (Agreement) with LI20 Pty Ltd pursuant to which the Sellers will agree for the Company to acquire 100% of the issued capital of LI20 Pty Ltd (the Sale Shares).

Consideration

Subject to the completion of successful due diligence, the consideration payable for the Proposed Transaction will comprise:

(a) A$10,000 in cash for exclusivity (Upfront Cash Consideration)

On Completion:

(a) Issue to the Sellers (or their nominees) of 26,091,305 BUR Shares (Consideration Shares); i. 13,000,000 Shares will be held in escrow for 12 months from the date of issue of the Consideration Shares
(b) Payment of the sum of C$500,000 for the rights, title, and interest, subject to underlying royalties to the 35 mineral claims set out in Schedule 1 of the Chubb Lithium Property.
(c) BUR shall take the assignment of the 2% gross metal return royalty payment to Electric Royalties Ltd;
(d) Issue 1,000,000 BUR Shares to Canaccord Genuity (Corporate Advisory Fee); and
(e) Grant to Mining Equities Pty Ltd (and/or its nominees) a 0.5% Net Smelter Royalty over the Chubb Lithium Property, the Mt James Lithium Project ELA52/4185 and the Dragon Lithium Project ELA09/2747.

Conditions- Precedent:

Completion of the Proposed Transaction will be conditional upon the Company having satisfied the following conditions (unless waived by the parties):

(a) completing due diligence to its satisfaction in relation to LI2O Pty Ltd;
(b) obtaining all necessary shareholder approvals in relation to the Proposed Transaction or relevant aspects of the Proposed Transaction, including Listing Rule 7.1 approval for the issue of the Consideration Shares;
(c) obtaining all ASX and other regulatory approvals required in relation to the Proposed Transaction;
(d) no material adverse change in LI2O Pty Ltd or its business; and
(e) LI2O Pty Ltd to have no liabilities and approximately $329,000 in cash at Completion.

G LO S S A RY

AWST means Australian Western Standard Time, as observed in Perth, Australia.

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

ASX Listing Rules or Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX.

Board means the current board of Directors of the Company.

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

Canaccord Genuity means Canaccord Genuity (Australia) Limited)

Chair means the chair of the Meeting.

Company means Burley Minerals Ltd (ABN: 44 645 324 992).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

General Meeting or Meeting means the General Meeting of the Company convened by this Notice of Meeting.

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

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.

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

Shareholder means a registered holder of a Share.

Trading Day means a day determined by ASX to be a trading day and notified to market participants being:

(a) a day other than:
(i) a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and
(ii) any other day which ASX declares and publishes is not a trading day; and
(b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between market participants are suspended on that day.

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LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Burley Minerals Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the OR the Meeting Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be held at Level 3, 30 Richardson Street, West Perth WA 6005 on 19 January 2023 at 10.30am (AWST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3, 4 & 5 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair .

VOTING DIRECTIONS

	VOTING DIRECTIONS

	Resolutions For Against	Abstain*
	1 Approval for the issue of LI2O Consideration Shares ◼ ◼	◼
STEP 2	2 Approval for the issue of Corporate Advisory Shares to Canaccord Genuity ◼ ◼ 3 Approval of issue of Performance Rights to Director Mr Wayne Richards ◼ ◼ 4 Approval of issue of Performance Rights to Director Mr Bryan Dixon ◼ ◼	◼ ◼ ◼
	5 Approval of issue of Performance Rights to Director Mr Jeff Brill ◼ ◼	◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. 
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
	remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 3, 4 & 5, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 3, 4 & 5.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10.30am (AWST) on 17 January 2023, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203 BY EMAIL [email protected]

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IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

AI assistant

BURLEY MINERALS LTD — Proxy Solicitation & Information Statement 2022

64583_rns_2022-12-18_4eff9e27-18f8-40c0-b9e2-580e02b70522.pdf

BURLEY MINERALS LTD ABN: 44 645 324 992 NOTICE OF GENERAL MEETING

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

VENUE AND VOTING INFORMATION

Your vote is important

Voting at the Meeting

Voting by proxy

Power of Attorney

Corporate Representatives

Undirected and Directed Proxies

Asking Questions

COVID-19 MEETING PROTOCOLS

BUSINESS OF THE MEETING

AGENDA

1 RESOLUTION 1 – APPROVAL FOR THE ISSUE OF LI2O CONSIDERATION SHARES

2 RESOLUTION 2 – APPROVAL FOR THE ISSUE OF CORPORATE ADVISORY SHARES TO CANACCORD GENUITY

3 RESOLUTION 3 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR MR WAYNE RICHARDS

4 RESOLUTION 4 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR MR BRYAN DIXON

BY ORDER OF THE BOARD

E X P L A N A T O RY S T A TE M E N T

AGENDA

1. RESOLUTION 1 – APPROVAL FOR THE ISSUE OF LI2O CONSIDERATION SHARES

1.1 General

(together, the LI2O Vendors ),

1.2 Listing Rule 7.1

1.3 Technical information required by Listing Rule 7.3

1.4 Technical information required by Listing Rule 14.1A

1.5 Directors’ recommendation

2. RESOLUTION 2 – APPROVAL FOR THE ISSUE OF CORPORATE ADVISORY SHARES TO CANACCORD GENUITY

2.1 General

2.2

Listing Rule 7.1

2.3 Technical information required by Listing Rule 7.3

2.4 Technical information required by Listing Rule 14.1A

2.5 Directors’ recommendation

3. RESOLUTIONS 3 TO 5 – APPROVAL OF PERFORMANCE RIGHTS TO DIRECTORS

3.1 General

3.2 Listing Rule 10.11

3.3 Specific information required by Listing Rule 10.13

Notes:

3.4 Additional Information

3.5 Chapter 2E of the Corporations Act

3.6 Listing Rule 7.1

3.7 Directors’ recommendations

S C H E D UL E 1 – T E R MS A N D C O N DI T IO N S O F P E RF O RM A N C E RI G HT S

S C H E D UL E 2 – L I2 O P TY LT D A GR E E M E NT

Consideration

On Completion:

Conditions- Precedent:

G LO S S A RY

LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT

GENERAL MEETING PROXY FORM

APPOINT A PROXY

VOTING DIRECTIONS

CHANGE OF ADDRESS

APPOINTMENT OF A PROXY

DEFAULT TO THE CHAIR OF THE MEETING

VOTING DIRECTIONS – PROXY APPOINTMENT

CORPORATE REPRESENTATIVES

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Power of Attorney:

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

APPOINTMENT OF A SECOND PROXY

COMPLIANCE WITH LISTING RULE 14.11

LODGE YOUR PROXY FORM

More from BURLEY MINERALS LTD

BURLEY MINERALS LTD Proxy Solicitation & Information Statement 2022