C29 METALS LIMITED

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(ACN 645 218 453)

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM

6 May 2024

10:00am AWST

To be held at Level 2, 23 Railway Road, Subiaco WA 6008

This Notice of Extraordinary General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 6559 1792.

NOTICE OF MEETING

Notice is given that the Extraordinary General Meeting of Shareholders of C29 Metals Limited (ACN 645 218 453) ( Company ) will be held at Level 2, 23 Railway Road, Subiaco WA 6008 on 6 May 2024 commencing at 10:00am AWST ( Meeting ).

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

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 as Shareholders at 10:00am AWST on 3 May 2024.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of Prior Issue of Tranche 1 Placement Shares – Listin Rules 7.1 and 7.1A g

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

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

(a) 8,095,036 Tranche 1 Placement Shares under the Company’s Listing Rule 7.1 capacity; and
(b) 5,304,964 Tranche 1 Placement Shares under the Company’s Listing Rule 7.1A capacity,

on terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely the Tranche 1 Placement Participants (and/or their respective nominees)); or
(b) an associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with directions given to the proxy or attorney to vote on the resolutions in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a direction given to the chair to vote on the resolutions 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 resolutions; and
(ii) the holder votes on the resolutions in accordance with directors given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Approval to Issue Tranche 2 Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 29,457,143 Tranche 2 Placement Shares, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

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

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Tranche 2 Placement Participants (and/or their respective nominees)); or
(b) an associate of that person or those persons.

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

(a) a person as 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 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 the 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.

3. Resolution 3 – Approval to Issue Incentive Options to Director (Mr Shannon Green)

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

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue 1,500,000 Incentive Options to Mr Shannon Green (and/or his nominee), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of:

(a) Mr Shannon Green (and/or his nominees) 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
(b) an Associate of that person or those persons.

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 this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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 this Resolution; and

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

4. Resolution 4 – Approval to issue CA Metals Consideration Shares

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

“That, subject to and conditional upon the passing of all the Acquisition Resolutions, for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given for the Company to issue up to 18,428,571 Shares to the CA Metals Vendors (and/or their respective nominees), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

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

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the CA Metals Vendors (and/or their respective nominees)); or
(b) an associate of that person or those persons.

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

(a) a person as 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 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 the 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.

5. Resolutions 5 – Approval to issue Ulytau Consideration Shares

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

“That, subject to and conditional upon the passing of all the Acquisition Resolutions, for the purposes of ASX Listing Rule 7.1, and for all other purposes, approval is given for the Company to issue up to 21,428,571 Shares to the Ulytau Vendors (and/or their respective nominees), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

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

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Ulytau Vendors (and/or their respective nominees)); or
(b) an associate of that person or those persons.

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

(a) a person as 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 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 the 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.

6. Resolution 6 – Approval to issue Related Party Consideration Shares

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

“That, subject to and conditional upon the passing of all the Acquisition Resolutions, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 3,000,000 Shares to Mr Jamie Myers (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of:

(a) Mr Jamie Myers (and/or his nominees) 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
(b) an Associate of that person or those persons.

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

Dated 4 April 2024

BY ORDER OF THE BOARD

Mauro Piccini Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Level 2, 23 Railway Road, Subiaco WA 6008 on 6 May 2024 commencing at 10:00am AWST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

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

2. Action to be taken b Shareholders y

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

2.1 Proxies

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

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders and their proxies should be aware that:

(d) If proxy holders vote, they must cast all directed proxies as they are directed to; and
(e) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

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

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are expressly authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolutions 3 and 6, unless you direct them how to vote.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolutions 3 and 6, by marking “For”, “Against” or “Abstain” for each of those resolutions.

2.3 Submit your Proxy Vote

2.3.1 Online

Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.

2.3.2 By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL	Automic GPO Box 5193 Sydney NSW 2001
BY EMAIL	[email protected]

3. Resolutions 1(a) and 1(b) – Ratification of Prior Issue of Placement Shares – Listin Rules 7.1 and 7.1A g

3.1 General

Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of up to 13,400,000 Tranche 1 Placement Shares issued under Tranche 1 of the Placement (details of the placement provided in Section 3.2 below).

3.2 Background

On 20 March 2024, the Company announced that it had received commitments for a placement to raise up to a total of $3,000,000 (before costs) ( Placement ) through the issue of up to a total of 42,857,143 Shares at an issue price of $0.07 per share ( Placement Shares ).

The Placement is being conducted in two tranches, as follows:

(a) Tranche 1 comprises the issue of 13,400,000 Placement Shares, as follows:
(i) 8,095,036 Placement Shares issued pursuant to the Company’s Listing Rule 7.1 capacity; and
(ii) 5,304,964 Placement Shares issued pursuant to the Company’s Listing Rule 7.1A capacity,

(collectively, the Tranche 1 Placement Shares ); and

(b) Tranche 2 comprises the issue of 29,457,143 Placement Shares subject to receiving shareholder approval (the subject of Resolution 2) ( Tranche 2 Placement Shares ).

ARQ Capital Pty Ltd ( Lead Manager ) will act as lead manager for the Placement.

Pursuant to Resolutions 1(a) and (b), the Company is seeking Shareholder approval to ratify the issue of the Tranche 1 Placement Shares.

3.3 ASX Listing Rules 7.1 and 7.1A

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

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

Under ASX Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolutions passed at its annual general meeting, to increase the 15% limit in ASX Listing Rule 7.1 by an extra 10% to a combined 25%.

The issue of the Tranche 1 Placement Shares does not fit within the exceptions set out in ASX Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in ASX Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rules 7.1 and 7.1A for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

3.4 ASX Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolutions 1(a) and 1(b) seeks Shareholder approval to ratify the Tranche 1 Placement Shares under and for the purposes of Listing Rule 7.4.

3.5 Technical Information required by ASX Listing Rule 14.1A

If Resolutions 1(a) and (b) are passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolutions 1(a) and 1(b) are not passed, the Tranche 1 Placement Shares will be included in calculating the Company's combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

3.6 Technical Information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b):

(a) the Tranche 1 Placement Shares were issued to sophisticated and professional investors who are clients of the Lead Manager as well as existing Shareholders and investors introduced by the Company ( Tranche 1 Placement Participants . The Tranche 1 Placement Participants were identified through a book build process, which involved the Lead Manager seeking expressions of interest to participate in the Placement;
(b) In accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Tranche 1 Placement Participants are:
(i) Related Parties, members of the Key Management Personnel, substantial holders or advisors to the Company (or an associate of any of these persons); and
(ii) issued more than 1% of the issued capital of the Company at the time of issue.
(c) a total of 13,400,000 Tranche 1 Placement Shares were issued as follows:

(i) 8,095,036 Placement Shares issued pursuant to the Company’s Listing Rule 7.1 capacity; and
(ii) 5,304,964 Placement Shares issued pursuant to the Company’s Listing Rule 7.1A capacity;
(d) the Tranche 1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(e) the date the Tranche 1 Placement Shares were issued was 28 March 2024;
(f) the Tranche 1 Placement Shares were issued for a price of $0.07 each;
(g) the purpose of the issue was to raise funds to be used towards exploration activities at the Ulytau Uraniuam Project, costs of the transaction and working capital;
(h) the Tranche 1 Placement Shares were not issued under an agreement; and
(i) a voting exclusion statement is included in Resolutions 1(a) and 1(b) of this Notice.

The Directors of the Company believe Resolutions 1(a) and 1(b) are in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolutions 1(a) and 1(b).

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

4.1 General

Resolution 2 seeks Shareholder approval for the issue of up to 29,457,143 Tranche 2 Placement Shares to the Placement Participants under Tranche 2 of the Placement.

4.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.3 above.

The proposed issue of the Tranche 2 Placement Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares to the Tranche 2 Placement Participants. In addition, the issue of the Tranche 2 Placement Shares 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 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares to the Tranche 2 Placement Participants, as the issue of the Tranche 2 Placement Shares are subject to shareholder approval, and therefore, the Company will not be able to complete Tranche 2 of the Placement.

4.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) The Tranche 2 Placement Shares will be issued to professional and sophisticated investors who are clients of the Lead Manager, as well as existing Shareholders and investors introduced by the Company ( Tranche 2 Placement Participants ). The Tranche 2 Placement Participants were identified through a bookbuild process, which involved the Lead Manager and the Company seeking expressions of interest to participate in the Placement from non-related parties of the Company;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Tranche 2 Placement Participants are:
(i) Related Parties of the Company, members of the Company’s Key Management Personnel, substantial holders or advisers of the Company (or an associate of any of these parties); and
(ii) issued more than 1% of the issued capital of the Company at the time of issue;
(c) the maximum number of Tranche 2 Placement Shares to be issued is 29,457,143;
(d) the Tranche Placement 2 Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Tranche 2 Placement Shares will be issued no later than three (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 Tranche 2 Placement Shares will occur on the same date;
(f) the issue price of the Tranche 2 Placement Shares will be $0.07 each. The Company will not receive any other consideration for the issue of the Tranche 2 Placement Shares;
(g) the purpose of the issue of the Tranche 2 Placement Shares is to raise approximately up to $2,062,000 (before costs). Funds raised from the issue of the Tranche 2 Placement Shares will be aggregated with the funds raised from the issue of the Tranche 1 Placement Shares and used towards exploration activities at the Ulytau Uraniuam Project, costs of the transaction and working capital;
(h)
the Tranche 2 Placement Shares are not being issued under an agreement;
(i) the Tranche 2 Placement Shares are not being issued under, or to fund, a reverse takeover; and
(j) a voting exclusion statement is included in Resolution 2 of this Notice.

The Directors of the Company believe Resolution 2 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 2.

5. Resolution 3 – Approval to Issue Incentive Options to Director (Mr Shannon Green)

5.1 General

Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 10.11, for the issue of a total of 1,500,000 unlisted Options (exercisable at $0.11 each and expiring on 29 January 2026) ( Incentive Options ) to Mr Shannon Green (and/or his nominee).

The Incentive Options are being issued to incentivise Mr Green by providing an equity-based incentive component to his remuneration package, under his executive services agreement (a summary of which is provided at Schedule 2).

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that a public company controls, to give a financial benefit to a related third 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 of 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 issue of the Incentive Options to Mr Green (and/or his nominees) constitutes giving a financial benefit and Mr Green is a Related Party of the Company, by virtue of being a Director of the Company. The Directors (except for Mr Green who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Incentive Options as the financial benefit proposed to be given to Mr Green (that being the proposed issue of the Incentive Options) amounts to reasonable remuneration given to Mr Green in his capacity as Managing Director of the Company.

5.3 Technical Information required under ASX Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with issuing the Incentive Options to Mr Green. This will occur within one (1) month after the date of the meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Options (because approval is being obtained under Listing Rule 10.11) the issue of the Incentive Options will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Incentive Options to Mr Green and the Company may consider alternative forms of remuneration in lieu of such issue.

5.4 ASX 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:

(a) a Related Party;
(b) 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;
(c) 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;
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

(e) 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 issue of the Incentive Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions under Listing Rule 10.12. Resolution 3 therefore requires shareholder approval under Listing Rule 10.11.

5.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the following information is provided in relation to Resolution 3:

(a) the Incentive Options will be issued to Mr Shannon Green (and/or his nominees);
(b) Mr Green falls within the category of Listing Rule 10.11.1 by virtue of being a Director of the Company;
(c) the total number of Incentive Options to be issued to Mr Green (and/or his nominees) is 1,500,000 Incentive Options;
(d) a summary of the material terms of the Incentive Options is set out in Schedule 2;
(e) the Incentive Options will be issued to Mr Green 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 ASX Listing Rules) and it is anticipated the Incentive Options will be allocated on the same date;
(f) the Incentive Options will be issued for nil cash consideration and accordingly no funds will be raised;
(g) the purpose of the issue is to incentivise and provide an equity-based component to Mr Green’s remuneration package;
(h) the details of Mr Green’s current total remuneration package as at the date of this Notice is set out below:

Notice is set out below:
Related Party	Current Financial Year (ending 30 June 2024)1	Prior Financial year (ending 30 June 2023)
Mr Shannon Green	$275,000	-

Notes:

Mr Green was appointed as a director on 15 March 2024. This figure excludes statutory superannuation.
(i) the Incentive Options are being issued to Mr Green under an executive services agreement. A summary of the material terms of the executive services agreement is set out in Schedule 3: and
(j) a voting exclusion is included for Resolution 3 of this Notice.

The Board (other than Mr Green) believe that Resolution 3 are in the best interest of the Company and its Shareholders, and recommend that Shareholders vote in favour of these Resolution 3.

6. Resolution 4 – Approval to issue CA Metals Consideration Shares

6.1 General

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 18,428,571 CA Metals Consideration Shares to CA Metals Vendors (and/or their respective nominees) at a deemed issued price of $0.07 per Share which is a total value of $1,290,000.

6.2 Background

As announced on 18 March 2024, the Company has entered into a binding share sale and purchase agreement ( Acquisition Agreement ) with CA Metals Pty Ltd ( CA Metals ) and Ulytau Resources Ltd ( Ulytau Resources ), to acquire a 100% legal and beneficial interest in a granted exploration licence located in Kazakhstan ( Acquisition ).

A summary of the key terms of the Acquisition Agreement is set out in Schedule 4.

Under the Acquisition Agreement, the Company has agreed to issue:

(a) $1,500,000 worth of Shares to the shareholders of CA Metals (or their respective nominees), comprising:
(i) $1,290,000 worth of Shares ( CA Metals Consideration Shares ) to the shareholders of CA Metals who are not Related Parties of the Company ( CA Metals Vendors ) (and/or their respective nominees) (the subject of Resolution 4); and
(ii) $210,000 worth of Shares ( Related Party Consideration Shares ) to Mr Jamie Myers (and/or his nominees) (the subject of Resolution 6); and
(b) $1,500,000 worth of Shares ( Ulytau Consideration Shares ) to the shareholders of Ulytau Resources ( Ulytau Vendors ) (and/or their respective nominees) (the subject of Resolution 5),

(collectively, the Consideration Shares ).

In accordance with the Acquisition Agreement, the number of Consideration Shares to be issued is determined based on a deemed issue price equal to $0.07 each, which represents 18,428,571 CA Metals Consideration Shares, 3,000,000 Related Party Consideration Shares and 21,428,571 Ulytau Consideration Shares.

The Acquisition is conditional on the Company obtaining all necessary Shareholder and regulatory approvals to issue the Consideration Shares. Resolutions 4 to 6 (inclusive) (together, the Acquisition Resolutions ) are inter-conditional on each other Acquisition Resolutions being approved. If any of the Acquisition Resolutions are not approved by Shareholders at the Meeting, none of them will take effect and completion of the Acquisition will not occur.

6.3 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is provided at Section 3.3 above.

6.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the CA Metals Consideration Shares to the CA Metals Vendors. In addition, the issue of the CA Metals

Consideration Shares 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 4 is not passed (or any of the other Acquisition Resolutions), the Company will not be able to proceed with the issue of the CA Metals Consideration Shares to the CA Metals Vendors or the Acquisition, as the issue of the CA Metals Consideration Shares are subject to shareholder approval. In addition, the time, resources and costs spent in relation to the Acquisition cannot be recovered. The Company may enter into new rounds of negotiations with the parties involved in the Acquisition, and additional costs may incur.

6.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) the CA Metals Consideration Shares will be issued to the CA Metals Vendors (and/or their respective nominees);
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the CA Metals Vendors are:
(i) Related Parties of the Company (other than Jamie Myers, which is the subject of Resolution 6), members of the Company’s Key Management Personnel, substantial holders or advisers of the Company (or an associate of any of these parties); and
(ii) issued more than 1% of the issued capital of the Company at the time of issue;
(c) the maximum number of CA Metals Consideration Shares to be issued will be 18,428,571 CA Metals Consideration Shares;
(d) the CA Metals Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the CA Metals Consideration Shares will be issued no later than three (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 CA Metals Consideration Shares will occur on the same date;
(f) the deemed issue price of the CA Metals Consideration Shares will be $0.07 each;
(g) the purpose of the issue of the CA Metals Consideration Shares is as consideration to the CA Metals Vendors (and/or their respective nominees) under the Acquisition Agreement;
(h) the CA Metals Consideration Shares are being issued under the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement is included at Schedule 4;
(i) the CA Metals Consideration Shares are not being issued under, or to fund, a reverse takeover;
(j) a voting exclusion statement is included in Resolution 4 of this Notice.

The Directors of the Company (other than Jamie Myers) believe Resolution 4 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 4.

7. Resolution 5 – Approval to issue Ulytau Consideration Shares

7.1 General

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 21,428,571 Ulytau Consideration Shares to Ulytau Vendors (and/or their respective nominees) at deemed issue price of $0.07 each.

A summary of the Acquisition Agreement is provided at Section 6.2 above.

Resolution 5 is subject to and conditional upon the passing of all other Acquisition Resolutions.

7.2 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is provided at Section 3.3 above.

7.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Ulytau Consideration Shares to the Ulytau Vendors. In addition, the issue of the Ulytau Consideration Shares 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 5 is not passed (or any of the other Acquisition Resolutions), the Company will not be able to proceed with the issue of the Ulytau Consideration Shares to the Ulytau Vendors or the Acquisition, as the issue of the Ulytau Consideration Shares are subject to shareholder approval. In addition, the time, resources and costs spent in relation to the Acquisition cannot be recovered. The Company may enter into new rounds of negotiations with the parties involved in the Acquisition, and additional costs may incur

7.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) the Ulytau Consideration Shares will be issued to the Ulytau Vendors (and/or their respective nominees);
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Ulytau Vendors are:
(i) Related Parties of the Company, members of the Company’s Key Management Personnel, substantial holders or advisers of the Company (or an associate of any of these parties); and
(ii) issued more than 1% of the issued capital of the Company at the time of issue;
(c) the maximum number of Ulytau Consideration Shares to be issued will be 21,428,571 Ulytau Consideration Shares;
(d) the Ulytau Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Ulytau Consideration Shares will be issued no later than three (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 Ulytau Consideration Shares will occur on the same date;

(f) the deemed issue price of the Ulytau Consideration Shares will be $0.07 each;
(g) the purpose of the issue of the Ulytau Consideration Shares is as consideration to the Ulytau Vendors (and/or their respective nominees) under the Acquisition Agreement;
(h) the Ulytau Consideration Shares are being issued under the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement is included at Schedule 4;
(i) the Ulytau Consideration Shares are not being issued under, or to fund, a reverse takeover;
(j) a voting exclusion statement is included in Resolution 5 of this Notice.

The Directors of the Company believe Resolution 5 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 5.

8. Resolution 6 – Approval to issue Related Party Consideration Shares

8.1 General

Resolution 6 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 3,000,000 Related Party Consideration Shares to Mr Jamie Myers (and/or his nominees) at a deemed issue price of $0.07 each, which is a total value of $210,000.

A summary of the Acquisition is provided at Section 6.2 above.

Resolution 6 is subject to and conditional upon the passing of all other Acquisition Resolutions.

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that a public company controls, to give a financial benefit to a related third 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 of 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 issue of the Related Party Consideration Shares to Mr Myers (and/or his nominees) constitutes giving a financial benefit and Mr Myers is a Related Party of the Company, by virtue of being a Director of the Company. The Directors (except for Mr Myers who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Related Party Consideration Shares as the financial benefit proposed to be given to Mr Myers (that being the proposed issue of the Related Party Consideration Shares) will be on the same terms as those CA Metals Consideration Shares issued to the other non-related shareholders of CA

Metals (that being the CA Metals Vendors), and as such, the giving of the financial benefit is on arm’s length terms.

8.3 Technical Information required under ASX Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with issuing the Related Party Consideration Shares to Mr Myers. This will occur within one (1) month after the date of the meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Consideration Shares (because approval is being obtained under Listing Rule 10.11) the issue of the Related Party Consideration Shares will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 6 is not passed (or any of the other Acquisition Resolutions), the Company will not be able to proceed with the issue of the Related Party Consideration Shares to Mr Myers or the Acquisition. In addition, the time, resources and costs spent in relation to the Acquisition cannot be recovered. The Company may enter into new rounds of negotiations with the parties involved in the Acquisition, and additional costs may incur.

8.4 ASX 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:

(a) a Related Party;
(b) 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;
(c) 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;
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
(e) 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 issue of the Related Party Consideration Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions under Listing Rule 10.12. Resolution 6 therefore requires shareholder approval under Listing Rule 10.11.

8.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the following information is provided in relation to Resolution 6:

(a) the Related Party Consideration Shares will be issued to Mr Jamie Myers (and/or his nominees);
(b) Mr Myers is a shareholder of CA Metals and falls within the category of Listing Rule 10.11.1 by virtue of being a Director of the Company;
(c) the maximum number of Related Party Consideration Shares to be issued will be 3,000,000;

(d) the Related Party Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Related Party Consideration Shares will be issued to Mr Myers 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 ASX Listing Rules) and it is anticipated the Related Party Consideration Shares will be allocated on the same date;
(f) the deemed issue price of the Related Party Consideration Shares will be $0.07 each;
(g) the purpose of the Related Party Consideration Shares is as consideration to Mr Myers under the Acquisition Agreement;
(h) the details of Mr Myers’ current total remuneration package as at the date of this Notice is set out below:

Notice is set out below:
Related Party	Current Financial Year (ending 30 June 2024)1	Prior Financial year (ending 30 June 2023)
Mr Jamie Myers	$40,000	25,783

Notes

Mr Myers was appointed as a non-executive direct on 30 November 2022. Mr Myers is entitled to receive $40,000 per annum (plus statutory superannuation).
Mr Myers’ total remuneration received for FY 2023 is inclusive of statutory superannuation. Mr Myers also currently holds 900,000 Shares indirectly, via Molo Capital Pty Ltd atf Jamie Myers Family Trust.
(i) the Related Party Consideration Shares are being issued to Mr Myers pursuant to the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement is set out in Schedule 4: and
(j) a voting exclusion is included for Resolution 6 of this Notice.

The Board (other than Mr Myers) believe that Resolution 6 are in the best interest of the Company and its Shareholders, and recommend that Shareholders vote in favour of these Resolution 6.

SCHEDULE 1– DEFINITIONS

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

Acquisition has the meaning given in Section 6.2.

Acquisition Agreement has the meaning given in Section 6.2.

Acquisition Resolutions means Resolutions 4 to 6 (inclusive).

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

CA Metals has the meaning given in Section 6.2.

CA Metals Consideration Shares has the meaning given in Section 6.2.

CA Metals Vendors has the meaning given in Section 6.2.

Chair means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company means C29 Metals Limited (ACN 645 218 453).

Consideration Shares has the meaning given in Section 6.2.

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Incentive Options has the meaning given in Section 5.1.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Lead Manager has the meaning given in Section 3.2.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Option means an option which entities the holder to subscribe for one Share.

Placement has the meaning given in Section 3.2.

Placement Participants means collectively, Tranche 1 Placement Participants and Tranche 2 Placement Participants.

Placement Shares has the meaning given in Section 3.2.

Proxy Form means the proxy form attached to the Notice.

Related Party Consideration Shares has the meaning given in Section 6.2.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 Placement Participants has the meaning given in Section 3.6.

Tranche 1 Placement Shares has the meaning given in Section 3.2.

Tranche 2 Placement Participants has the meaning given in Section 4.4.

Tranche 2 Placement Shares has the meaning given in Section 3.2.

Ulytau Consideration Shares has the meaning given in Section 6.2.

Ulytau Resources has the meaning given in Section 6.2.

Ulytau Vendors has the meaning given in Section 6.2.

VWAP means volume weight average price.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

SCHEDULE 2 – TERMS AND CONDITIONS OF INCENTIVE 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 is $0.11 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 29 January 2026 ( 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

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

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

(j) Participation in new issues

There are no participation rights or entitlements inherent in the 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) Transferability

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

SCHEDULE 3 – SUMMARY OF EXECUTIVE SERVICES AGREEMENT

A summary of the material terms of the executive services agreement between the Company and Mr Shannon Green ( Executive Services Agreement ) are set out below:

Appointment	Mr Green is appointed to the role of Managing Director, effective 15 March 2024 (Commencement Date).
Term	The Executive Services Agreement commences on the Commencement Date and is a continuing appointment, subject to termination in accordance with the terms of the Executive Services Agreement.
Remuneration	$275,000 per annum, plus statutory superannuation.
Incentive Options	Subject to shareholder approval, Mr Green (or his nominee) will be entitled to 1.5m options exercisable at $0.11 and expiring 29 January 2026.
Termination	Either the Company or Mr Green may terminate the Executive Services Agreement by providing 3 months written notice. The Company may terminate the Executive Services Agreement by giving 1 month’s written notice in the event of incapacity, breach of the Executive Services Agreement or misconduct.

The Executive Services Agreement otherwise contains provisions considered standard for an agreement of this nature, including confidentiality provisions.

SCHEDULE 4 – SUMMARY OF ACQUISITION AGREEMENT

A summary of the material terms of the Acquisition Agreement between the Company, CA Metals and Ulytau Resources are set out below:

Option	Ulytau Resources grants CA Metals the option to acquire 100% of the issued capital of Ulytau Resources, and CA Metals grants the Company the option to acquire 100% of the issued capital of CA Metals, during the 4-month period commencing on the date of execution of the Acquisition Agreement (Option).
Consideration	The consideration under the Acquisition Agreement is comprised of (subject to shareholder approval): (a) $1,500,000 worth of shares to the shareholders of CA Metals (or their nominees) at settlement of the Acquisition Agreement; (b) $1,500,000 worth of shares to the shareholders of Ulytau Resources (or their nominees) at settlement of the Acquisition Agreement; and (c) $1,000,000 worth of shares to the shareholders of Ulytau Resources (or their nominees) upon the Company announcing a JORC Compliant Inferred Resource of 3,000,000 Tonnes @ 0.2% U308 on the Ulytau Project. (together, theConsideration Securities). The number of Consideration Securities to be issued will be determined based on a deemed issue price equal to the greater of the 20-day VWAP of the Company’s shares as traded on ASX and $0.07 each.
Conditions	Settlement of the Acquisition Agreement will be subject to satisfaction of the following conditions precedent: (a) exercise of the Option; (b) the Company completing due diligence on CA Metals, Ulytau Resources and the Ulytau Uranium Project to the reasonable satisfaction of the Company in its sole discretion; and (c) the Company obtaining any necessary shareholder, regulatory and third-party approvals that are required to implement the transaction. Settlement of the Company’s acquisition of CA Metals will occur simultaneously with settlement of CA Metals’ acquisition of Ulytau Resources.
Termination	The Company or CA Metals may terminate the Acquisition Agreement in the event the Conditions Precedent are not satisfied within four (4) months from the date of execution of the Acquisition Agreement.

The Acquisition Agreement otherwise contains provisions considered standard for an agreement of this nature, including representations and warranties, exclusivity and confidentiality provisions.

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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C29 Metals Limited | ABN 47 645 218 453

Your proxy voting instruction must be received by 10.00am (AWST) on Saturday, 04 May 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.	Lodging your Proxy Voting Form:
YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes.	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your
STEP 1 – APPOINT A PROXY	smartphone
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of	Login & Click on ‘Meetings’. Use the
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you	Holder Number as shown at the top of
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.	this Proxy Voting Form.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the
Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of C29 Metals Limited, to be held at 10.00am (AWST) on Monday, 06 May 2024 at Level 2, 23 Railway Road, Subiaco WA 6008 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

	STEP 2 - Your voting direction
Resolutions		For	Against Abstain
1a	Ratification of Prior Issue of Tranche 1 Placement Shares – Listing Rule 7.1
1b	Ratification of Prior Issue of Tranche 1 Placement Shares – Listing Rule 7.1A
2	Approval to Issue Tranche 2 Placement Shares
3	Approval to Issue Incentive Options to Director (Mr Shannon Green)
4	Approval to issue CA Metals Consideration Shares
5	Approval to issue Ulytau Consideration Shares
6	Approval to issue Related Party Consideration Shares
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on			a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		Individual			or Securityholder 1			Securityholder 2				Securityholder 3

	Sole Director and Sole Company Secretary								Director		Director / Company Secretary
Contact Name:

Email		Address:

Contact Daytime Telephone										Date (DD/MM/YY)
											/		/
By providing			your	email address, you elect to		receive all	communications despatched by the Company electronically (where legally permissible).

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C29 METALS LIMITED — Proxy Solicitation & Information Statement 2024

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