CARNAVALE RESOURCES LIMITED — AGM Information 2023

Aug 15, 2023

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16 August 2023

Dear Shareholder

GENERAL MEETING

Carnavale Resources Limited A.C.N 119 450 243 ( Carnavale or Company ) advises that the General Meeting (“ Meeting ”) of the Company will be held in person at 2.30pm (AWST) on Friday, 15 September 2023 at Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia 6016.

The Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. The Notice of Meeting can be viewed and downloaded at www.carnavaleresources.com or from the ASX website at https://www2.asx.com.au/markets/company/cav .

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the notice of meeting. If you have not elected to receive electronic communications from the Company, a copy of your personalised proxy form together with this letter will be posted to you.

The Company strongly encourages Shareholders to lodge a directed proxy form online or otherwise in accordance with the instructions set out in the proxy form prior to the Meeting and register their attendance prior to the Meeting if they intend to attend. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.

Each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. The outcome of the resolutions, including details of votes received by poll, will be released to the Company’s ASX announcements platform following conclusion of the meeting.

If you are unable to access any of the Meeting documents online please contact the Company Secretary, Paul Jurman, on +618 9380 9098 or via email at admin@carnavaleresources.com.

Shareholder communications

Receiving your shareholder communications electronically is the best way to stay informed and will assist the Company with minimising paper usage. If you haven’t already, we encourage you to make the switch to paperless communications and provide us with your email address.

Carnavale Resources Limited ABN 49 119 450 243 Level 2, Suite 9, 389 Oxford Street, Mt Hawthorn, WA, 6016 T + 61 8 9380 9098 F + 61 8 9380 6761 E: admin@carnavaleresources.com W : www.carnavaleresources.com

The Corporations Amendment (Meetings and Documents) Act 2022 ( Amendment Act ) includes a new requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act.

There are new options for how Carnavale shareholders receive communications. Carnavale will no longer send physical meeting documents unless a shareholder requests a copy to be mailed.

Carnavale encourages all shareholders to provide an email address so we can provide investor communications electronically when they become available online, which includes items such as meeting documents and annual reports.

By providing your email address, you will:

• Support the company by reducing the cost of mailing/postage

• Receive your investor communications faster and in a more secure way

• Help the environment through the need for less paper

How do I update my communications preferences?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry:

Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: hello@automicgroup.com.au Website: https://investor.automic.com.au/

By order of the board

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Mr Paul Jurman Company Secretary

Carnavale Resources Limited ABN 49 119 450 243 Level 2, Suite 9, 389 Oxford Street, Mt Hawthorn, WA, 6016 T + 61 8 9380 9098 F + 61 8 9380 6761 E: admin@carnavaleresources.com W : www.carnavaleresources.com

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CARNAVALE RESOURCES LIMITED ACN 119 450 243

NOTICE OF GENERAL MEETING

TIME : 2.30pm (WST)

DATE : 15 September 2023

PLACE : Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia

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 (WST) on Wednesday 13 September 2023.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9380 9098 .

BUSINESS OF THE MEETING

Notice is given that the General Meeting of Shareholders of Carnavale Resources Limited will be held at 2.30pm (WST) on 15 September 2023 at Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia.

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

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES

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

"That, for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders ratify the issue of 273,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 327,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – OPTIONS To consider and, if thought fit, to pass, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 67,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – PARTICIPATION BY DIRECTOR, R GAJEWSKI IN CAPITAL RAISING ISSUE OF SHARES

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

"That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 45,000,000 Shares at $0.0045 per Share to Mr R Gajewski, a Director of the Company (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

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5. RESOLUTION 5 – PARTICIPATION BY DIRECTOR, A BECKWITH IN CAPITAL RAISING ISSUE OF SHARES

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

That, for the purposes of section 195(4) of the Corporations Act, ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 45,000,000 Shares at $0.0045 per Share to Mr A Beckwith, a Director of the Company (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 6 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR R GAJEWSKI

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

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 20,000,000 Options to Mr R Gajewski (or his nominee) on the terms and conditions set out in the Explanatory Statement.

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

7. RESOLUTION 7 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR A BECKWITH

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

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 20,000,000 Options to Mr A Beckwith (or his nominee) on the terms and conditions set out in the Explanatory Statement.

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

8. RESOLUTION 8 – APPROVAL FOR THE ISSUE OF OPTIONS TO MR R BRANS

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

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Options to Mr R Brans (or his nominee) on the terms and conditions set out in the Explanatory Statement.

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

Voting Exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

Resolutions 1, 2 and 3: by or on behalf of a person who participated in the issue of the Shares and Options or is a counterparty to the agreement being approved or an associate of that person or those persons; and

Resolutions 4, 5, 6, 7 and 8: by or on behalf of Mr Gajewski (and his nominees) (Resolution 4 and 6), Mr Beckwith (and his nominees) (Resolution 5 and 7) and Mr Brans (and his nominees) (Resolution 8), and any other person 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) and any associate of them.

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The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

Voting Prohibition Statement – Resolutions 6, 7 and 8:

A person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 6, 7 and 8 if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on Resolutions 6, 7 and 8.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though Resolutions 6, 7 and 8 are connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Explanatory Notes

If you wish to appoint a member of the key management personnel (which includes each of the directors and the Chair) as your proxy, please read the voting exclusion above and in the proxy form carefully. Shareholders are encouraged to direct their proxies how to vote.

How the Chair will vote available proxies- The Chair of the Meeting intends to vote all available proxies in favour of all of the resolutions set out in the Notice.

Default to the Chair – Any directed proxies that are not voted on a poll at the Meeting will automatically default to the Chair of the Meeting, who is required to vote proxies as directed.

DATED: 14 AUGUST 2023 BY ORDER OF THE BOARD

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PAUL JURMAN COMPANY SECRETARY

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Voting by proxy

Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be exercised on each item of business, and the Chair of the Meeting must follow your instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Meeting. Proxy votes must be received by 2.30pm (WST) on Wednesday 13 September 2023.

Voting in person

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

Questions

Shareholders may submit questions in advance of the Meeting to the Company Secretary. Questions must be submitted by email to the Company Secretary at admin@carnavalreresources.com. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its operations.

Enquiries

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary +61 8 9380 9098.

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EXPLANATORY STATEMENT

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 2.30pm (WST) on 15 September 2023 at Level 2, 389 Oxford Street, Mount Hawthorn, Western Australia.

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.

1. BACKGROUND

As announced to ASX on 13 July 2023 ( Announcement ), the Company advised it had received commitments from institutional, sophisticated and professional investors and existing Directors to subscribe for up to 690 million fully paid shares ( Shares ) at an issue price of $0.0045 per Share to raise $3,105,000 (before costs) ( Capital Raising ).

The Capital Raising comprises two tranches:

• 600 million Shares were issued on 21 July 2023 pursuant to the Company’s existing placement capacity under ASX Listing Rules 7.1 (in respect of a total of 327 million Shares) and 7.1A (in respect of a total of 273 million Shares) ( Tranche 1 ); and

• 90 million Shares to be issued to existing Directors, comprising Mr Gajewski (45 million Shares) and Mr Beckwith (45 million Shares), subject to Shareholder approval, which is being sought at this Meeting under Resolutions 4 and 5 ( Tranche 2 ).

Tranche 1 was issued on 21 July 2023 pursuant to the Company’s combined placement capacity under ASX Listing Rules 7.1 and 7.1A. The Company is seeking Shareholder approval under Resolutions 1 and 2 for the ratification of the issue of these Shares.

The Company is also seeking Shareholder approval under Resolutions 4 and 5 for the issue of Tranche 2, for participation in the Capital Raising by two of the existing Directors, Mr Gajewski and Mr Beckwith.

In addition, the Company is seeking Shareholder approval for:

• (i) the ratification of the issue of 67,500,000 Options at an issue price of $0.00001 to Argonaut Securities Pty Ltd (‘Argonaut’) and its nominees, the Lead Manager for the Capital Raising (refer to Resolution 3); and

• (ii) the issue of Options to Directors, Mr Gajewski, Mr Beckwith and Mr Brans that will form part of their remuneration packages (refer to Resolutions 6, 7 and 8).

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE – SHARES

2.1 Background

On 21 July 2023, the Company issued 600 million Shares at an issue price of $0.0045 per Share to raise $2.7 million. 273 million Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 29 November 2022 (being, the subject of Resolution 1) and 327 million Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 2).

Argonaut acted as Lead Manager to the Capital Raising.

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2.2 Listing Rules 7.1 and 7.1A

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

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

The issue of the 600 million Shares does not fit within any of the exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the 600 million Shares.

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Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, Resolutions 1 and 2 are seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 600 million Shares.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the 600 million Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the 600 million Shares.

If Resolutions 1 and 2 are not passed, the 600 million Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the 600 million Shares.

2.5 Technical information required by ASX Listing Rule 7.5

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

• (a) 600 million Shares were issued to institutional, sophisticated and professional investors who are:

• (i) clients of Argonaut; or

• (ii) current strategic investors in the Company;

none of whom are related parties of the Company.

The Company advises that Troca Enterprises Pty Ltd, an entity associated with substantial shareholder, Philip Coulson, subscribed for 44,444,444 Shares in the Capital Raising.

Troca Enterprises Pty Ltd is considered a Material Investor to the Company.

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• (b) 600 million Shares were issued on the following basis:

• (i) 273 million Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 1); and

• (ii) 327 million Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 2);

• (c) The 600 million 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;

• (d) the Shares were issued on 21 July 2023;

• (e) the issue price was $0.0045 per Share under the issue of Shares pursuant to Listing Rule 7.1 and 7.1A;

• (f) the purpose of the issue was to raise $2.7 million, which will primarily be used to fund ongoing and planned exploration programs at the Company’s existing projects and provide working capital; and

• (g) a voting exclusion statement is included in the Notice.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – OPTIONS

3.1 General

Resolution 3 seeks Shareholder ratification of the issue of the Options to Argonaut (and/or its nominees), the Lead Manager for the Placement pursuant to Listing Rule 7.1. Refer to Section 1 for further details regarding the background to Resolution 3.

The Board recommends that Shareholders vote in favour of Resolution 3.

3.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in section 2.2 above. Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Options does not fit within any of these exceptions. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

3.3 Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in section 2.3 above. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, Resolution 3 is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 67.5 million Options.

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3.4 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the 67.5 million Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the 67.5 million Options.

If Resolution 3 is not passed, the 67.5 million Options will be included in calculating the Company’s 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the 67.5 million Options.

3.5 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) 67.5 million Options were issued to Argonaut and their nominees, who is not a related party of the Company.

• (b) 67.5 million Options were issued pursuant to Listing Rule 7.1;

• (c) 67.5 million Options were subscribed for at $0.00001 and are exercisable at $0.007 on or before 31 July 2025, in consideration for services provided by Argonaut. The Company has not and will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options). Further details regarding the Options are set out in Schedule 1;

• (d) the Options were issued on 21 July 2023;

• (e) the issue price was $0.00001 per Option;

• (f) the purpose of the issue of the Options was to satisfy the Company’s obligations under the Lead manager mandate; and

• (g) a voting exclusion statement is included in the Notice.

4. RESOLUTIONS 4 AND 5 – PARTICIPATION BY DIRECTORS IN CAPITAL RAISING ISSUE OF SHARES

4.1 General

Resolutions 4 and 5 are seeking Shareholder approval for the issue of up to 90 million Shares at an issue price of $0.0045 each to raise up to $405,000.

Resolution 4 seeks Shareholder approval for the issue of up to 45 million Shares at an issue price of $0.0045 per Share to Mr Gajewski (or his nominee) arising from participation by Mr Gajewski in Tranche 2 of the Capital Raising.

Resolution 5 seeks Shareholder approval for the issue of up to 45 million Shares at an issue price of $0.0045 per Share to Mr Beckwith (or his nominee) arising from participation by Mr Beckwith in Tranche 2 of the Capital Raising.

Mr Gajewski’s and Mr Beckwith’s participation in the Capital Raising will be on the same terms and conditions as the other participants.

4.2 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:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

Two of the existing Directors, Mr Gajewski and Mr Beckwith, wish to participate in Tranche 2 of the Capital Raising following approval of Resolutions 4 and 5. Each of these persons is a related party within the terms of the ASX Listing Rules. Accordingly, the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11 unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to ASX Listing Rule 7.1 is not required as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr Gajewski and Mr Beckwith (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

4.3 Technical information required by Listing Rule 14.1A

If Resolutions 4 and 5 are passed, the Company will be able to proceed with Tranche 2 of the Capital Raising in the proportions set out above in Section 4.1 above.

If Resolutions 4 and 5 are not passed, the Company will not be able to proceed with the issue of Tranche 2 of the Capital Raising.

4.4 Chapter 2E of the Corporations Act – Related Party Transactions

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

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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

The Directors’ participation in Tranche 2 of the Capital Raising will result in the issue of Shares which constitutes giving a financial benefit and Mr Gajewski and Mr Beckwith are related parties of the Company by virtue of being Directors.

The terms and conditions upon which the related parties the subject of Resolutions 4 and 5 will subscribe for the Capital Raising Securities will be the same terms and conditions under which other investors have subscribed for Securities under the Capital Raising under Resolutions 1 and 2 (being $0.0045 per Share). On this basis, the Directors (other than Mr Gajewski with respect to Resolution 4 and Mr Beckwith with respect to Resolution 5, who have material personal interests in Resolutions 4 and 5 respectively) consider that the participation of the related parties could be seen to be on reasonable arms length terms (and thereby an exception to Chapter 2E) and accordingly, the Company will not also seek approval for the issue of Shares to Mr Gajewski and Mr Beckwith pursuant to section 208 of the Corporations Act.

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4.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Directors’ participation in the issue of Shares under Tranche 2 of the Capital Raising:

• (a) the Shares, the subject of Resolutions 4 and 5, will be issued to Mr Gajewski and Mr Beckwith who are Directors of the Company (or their nominee(s));

• (b) Pursuant to Listing Rule 10.11.1, Mr Gajewski and Mr Beckwith are related parties by virtue of being Directors.

• (c) the maximum number of Shares to be issued is:

• (i) up to 45 million Shares to Mr Gajewski (or his nominee); and

• (ii) up to 45 million Shares to Mr Beckwith (or his nominee).

Their subscription will be on the same terms and conditions as other subscribers to Tranche 1 of the Capital Raising, the subject of Resolutions 1 and 2. The Directors’ subscription, if approved by Shareholders, will form all of Tranche 2 of the Capital Raising;

• (d) the Shares will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (e) the issue price will be $0.0045 per Share, being the same as all other Shares issued under the Capital Raising;

• (f) the Shares will be issued on the same terms as referred to in Resolution 1 and 2 above and 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;

• (g) the Company intends to use the funds raised from the issue of the Shares for the same purposes as all other funds raised under the Capital Raising as set out in section 2.5(f) above;

• (h) There are no other material terms to the agreement by the Directors to subscribe for the Securities under Tranche 2 of the Capital Raising; and

• (i) A voting exclusion statement is included in the Notice.

5. RESOLUTIONS 6, 7 AND 8 – ISSUE OF OPTIONS TO DIRECTORS

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 45,000,000 Options ( Related Party Options ) to Mr R Gajewski, Mr A Beckwith and Mr R Brans (or their nominees) on the terms and conditions set out below.

Resolutions 6, 7 and 8 seek Shareholder approval for the issue of the Related Party Options to Messrs Gajewski, Beckwith and Brans (or their nominees).

The Related Party Options are proposed to be issued in one tranche and will vest from the date of issue, will expire on 31 March 2025 and are exercisable at the higher of

• (i) $0.008; or

• (ii) a 25% premium (rounded up to the nearest 0.1 cent) to the five-day volume weighted average price ( VWAP ) on the day of issue of the Options.

The terms of the Related Party Options are set out in more detail below in Schedule 2.

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5.2 Chapter 2E of the Corporations Act

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

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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

The issue of Related Party Options to Messrs Gajewski, Beckwith and Brans (or their nominees) constitutes giving a financial benefit and Messrs Gajewski, Beckwith and Brans are related parties of the Company by virtue of being Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Related Party Options because the agreement to issue the Related Party Options, reached as part of the remuneration package for Messrs Gajewski, Beckwith and Brans, is considered reasonable remuneration in the circumstances and on terms that would be reasonable in the circumstances if the Company and the Directors were dealing at arm's length.

5.3 Listing Rule 10.11

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

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

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

Resolutions 6, 7 and 8 seek the required Shareholder approval for the issue of the Related Party Options under and for the purposes of Listing Rule 10.11.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 6, 7 and 8 are passed, the Company will be able to proceed with the issue of the Related Party Options to Messrs Gajewski, Beckwith and Brans within one month after the date of the Meeting (or such later date as permitted

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by any 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 Options (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 6, 7 and 8 are not passed, the Company will not be able to proceed with the issue of the Related Party Options.

5.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 6, 7 and 8:

• (a) the Related Party Options will be issued to Messrs Gajewski, Beckwith and Brans (or their nominees), who fall within the category set out in Listing Rule 10.11.1 as Messrs Gajewski, Beckwith and Brans are related parties of the Company by virtue of being Directors;

• (b) the maximum number of Related Party Options to be issued is 45,000,000, being 20,000,000 Related Party Options to each of Messrs Gajewski and Beckwith and 5,000,000 Options to Mr Brans;

• (c) the terms and conditions of the Related Party Options are set out in Schedule 2;

• (d) the Related Party Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that their issue will occur on the same date;

• (e) the issue price of the Related Party Options will be nil. The Company will not receive any other consideration in respect of the issue of the Related Party Options (other than in respect of funds received on any future exercise of the Related Party Options);

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

• (g) the Related Party Options are unquoted Options. The Company has agreed to issue the Related Party Options to the Related Parties subject to Shareholder approval for the following reasons:

  • (i) the Related Party Options are unquoted; therefore, the issue of the Related Party Options has no immediate dilutionary impact on Shareholders; and

• (ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options on the terms proposed.

• (h) the number of Related Party Options to be issued to each of the Related Parties has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) the remuneration of the Related Parties; and

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• (iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options upon the terms proposed;

(i) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year (excluding the value of the Related Party Options, as set out in Schedule 3) are set out below:

Related Party	Current Financial Year (FY 2024)	Previous Financial Year (FY 2023)
Mr R Gajewski1	$53,280	$53,040
Mr A Beckwith2	$39,960	$39,780
Mr R Brans2	$39,960	$39,780

Notes:

1. Comprising Director fees of $48,000 and superannuation of $5,040 in the previous financial year and director fees of $48,000 and superannuation of $5,280 in the current financial year.

2. Comprising Director fees of $36,000 and superannuation of $3,780 in the previous financial year and director fees of $36,000 and superannuation of $3,960 in the current financial year.

3. (j) the value of the Related Party Options and the pricing methodology is set out in Schedule 3;

4. (k) the Related Party Options are not being issued under an agreement;

5. (l) the relevant interests of the Related Parties in securities of the Company (excluding the Related Party Options) as at the date of this Notice are set out below:

Related Party	Shares1	**Options2 **
Mr R Gajewski	153,910,227	25,000,000
Mr A Beckwith	54,543,188	25,000,000
Mr R Brans	5,000,000	10,000,000

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX: CAV).

2. Unlisted Options exercisable at $0.012, expiring 30/11/23.

(m) if the Related Parties were to exercise the Related Party Options, a total of 45,000,000 Shares would be issued. This would increase the number of Shares on issue from 3,378,551,728 (being the total number of Shares on issue as at the date of this Notice) to 3,423,551,728 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.33%, comprising 0.59% by Mr Gajewski, 0.59% by Mr Beckwith and 0.15% by Mr Brans.

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The market price for Shares during the term of the Related Party Options would normally determine whether the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

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

	Price	Date
Highest	$0.008	9 August 2023
Lowest	$0.002	22 June 2023
Last	$0.007	11 August 2023

(o) each Director may be considered to have a personal interest in the outcome of Resolutions 6, 7 and 8 on the basis that all of the Directors (or their nominees) are to be issued Related Party Options should Resolutions 6, 7 and 8 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 6, 7 and 8 of this Notice;

• (p) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 6, 7 and 8; and

(q) a voting exclusion statement is included in Resolutions 6, 7 and 8 of the Notice.

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GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities and Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Company or Carnavale means Carnavale Resources Limited (ACN 119 450 243).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

Option means an option to acquire a Share on the terms and conditions set out in Schedule 1 (for the purposes of Resolution 3) and Schedule 2 (for the purposes of Resolutions 6, 7 and 8).

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Securities means Shares and Options.

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 - TERMS AND CONDITIONS OF OPTIONS – RESOLUTION 3

The terms and conditions of the Options to be issued are set out below:

(a) Entitlement

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

(b) Exercise Price Subject to paragraph (j) the amount payable upon exercise of each Option will be $0.007 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 July 2025 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

Within 5 Business Days after the latter of the following:

(i) Exercise Date; and

(ii) 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,

but in any case, not later than 20 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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

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(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

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

(k) Participation in new issues

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

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

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

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8

SCHEDULE 2 - TERMS AND CONDITIONS OF RELATED PARTY OPTIONS – RESOLUTIONS 6, 7 AND

The terms and conditions of the Options to be issued are set out below:

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j) the amount payable upon exercise of each Option will be the higher of:

• i. $0.008; or

ii. a 25% premium (rounded up to the nearest 0.1 cent) to the five-day volume weighted average price on the day of issue of the Options.

( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 March 2025 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

Within 5 Business Days after the latter of the following:

(i) Exercise Date; and

(ii) 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,

but in any case, not later than 20 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

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

(k) Participation in new issues

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

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are not transferable except to an offeror under a takeover offer or under a scheme of arrangement proposed by the Company, or except with the consent of the Directors of the Company in circumstances where the proposed transfer is to an entity wholly owned and controlled by the optionholder.

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SCHEDULE 3 - VALUATION OF RELATED PARTY OPTIONS AND PRICING METHODOLOGY

The Company does not have any ASX quoted options with identical or similar terms and conditions as the proposed Related Party Options and as such there is no comparable market value. Each Related Party Option grants the holder a right to be allotted one Share upon exercise of the Related Party Option and payment of the exercise price of the Related Party Option. Accordingly, the Related Party Options arguably have a value at the date of their grant. The Related Party Options may acquire future value dependent upon the extent to which the market value of Shares exceeds the exercise price of the Related Party Options during the term of the Related Party Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

• a) the period outstanding before the expiry date of the options;

b) the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;

c) the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (ie whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);

• d) the value of the shares into which the options may be converted; and

• e) whether or not the options are listed (ie readily capable of being liquidated).

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black-Scholes Model option valuation formula).

The Company has estimated the value of the Related Party Options using the BlackScholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black-Scholes Model is a function of the relationship between a number of variables, being the share price, the exercise price, the time to expiry, the risk-free interest rate and the volatility of the Company’s underlying share price.

Inherent in the application of the Black-Scholes Model are a number of inputs, some of which must be assumed and judgement applied. The data relied upon in applying the Black-Scholes Model in the present case were as follows:

• a) the exercise price for the Related Party Options is the higher of $0.008 or a 25% premium to the five day VWAP on the day of issue (rounded up to the nearest 0.1 cent). Based on the VWAP of $0.0062 on 3 August 2023 the exercise price used for the purposes of the Black-Scholes Model is $0.008;

• b) length of period prior to conversion being 18 months. For the purposes of the analysis it was assumed that the Related Party Options would not be exercised any earlier than the expiration date, being 31 March 2025;

• c) the Company has not forecast any future dividend payments. For the purposes of the analysis, it was assumed that the Company’s share price is “ex-dividend”;

• d) the risk free rate used for the purposes of the analysis is the Reserve Bank of Australia cash rate as at 3 August 2023 being 4.1%;

• e) a volatility measure of 154.5%; and

• f) the valuation of the Company’s share price being $0.0065, being the value of the Company’s share price as at 4 August 2023.

Using the Black-Scholes Model and the assumed data outlined above, the directors have valued the Related Party Options at 4 August 2023 at $0.0055 each.

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Using this analysis ($0.0055 attributed to each Director Option), the total value of the proposed Related Party Options to be granted to each of Messrs Gajewski. Beckwith and Brans is as follows:

ans is as follows:
Mr Gajewski Mr Beckwith Mr Brans TOTAL	Number of Related Party Options Total Value of Related Party Options (Volatility 154.5%) Total Value of Related Party Options (Volatility 100%) (i) 20,000,000 $110,000 $82,000 20,000,000 $110,000 $82,000 5,000,000 $27,500 $20,500
	45,000,000 $247,500 $184,500

• (i) If a volatility factor of 100% was to be used rather than 154.5%, and all other data outlined above remains equal, the value of the Related Party Options at 4 August 2023 would fall from $0.0055 each to $0.0041 each.

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Carnavale Resources Limited | ACN 119 450 243

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

Holder Number:

Your proxy voting instruction must be received by 2.30pm (WST) on Wednesday, 13 September 2023, 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.

YOUR NAME AND ADDRESS

Lodging your Proxy Voting Form:

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/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. 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.

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log

insah

or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

Joint holding : Where the holding is in more than one name, any named Shareholder may 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

BY EMAIL:

meetings@automicgroup.com.au

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 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 Carnavale Resources Limited, to be held at 2.30pm (WST) on Friday, 15 September 2023 at Level 2, 389 Oxford Street. Mount Hawthorn, Western Australia hereby: 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. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 6, 7 and 8 (except where I/we have indicated a different voting intention below) even though Resolutions 6, 7 and 8 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 – Your voting direction

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Resolutions For Against Abstain
1. Ratification of Prior Issue – Shares
2. Ratification of Prior Issue – Shares
3. Ratification of Prior Issue – Options
4. Participation by Director, R Gajewski in Capital Raising Issue of Shares
5. Participation by Director, A Beckwith in Capital Raising Issue of Shares
6. Approval for the Issue of Options to Mr R Gajewski
7. Approval for the Issue of Options to Mr A Beckwith
8. Approval for the Issue of Options to Mr R Brans
STEP 3 – 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 of your communications despatched by the Company electronically (where legally permissible).
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