CHEMX MATERIALS LIMITED — Proxy Solicitation & Information Statement 2023

Aug 24, 2023

CHEMX MATERIALS LIMITED ACN 644 982 123 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11.00am (AWST) DATE : 26 September 2023 PLACE : Suite 1, 1 Tully Road East Perth WA

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

This Notice 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 11.00am (AWST) on 24 September 2023.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF FIRST PURCHASE CONVERTIBLE NOTES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 600,000 Convertible Notes 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 – APPROVAL TO ISSUE SECOND PURCHASE CONVERTIBLE NOTES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 2,040,000 Convertible Notes 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 OF FIRST COMMENCEMENT SHARES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,415,761 Shares on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – APPROVAL TO ISSUE SECOND COMMENCEMENT SHARES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 155,668 Shares on the terms and conditions set out in the Explanatory Statement.”

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

1

5438-01/3262942_8

5. RESOLUTION 5 – APPROVAL TO ISSUE FIRST OPTIONS TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 2,272,727 Options 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 TO ISSUE SECOND OPTIONS TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue the number of Options with an aggregate value equal to $850,000 on the terms and conditions set out in the Explanatory Statement.”

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

2

5438-01/3262942_8

Voting Exclusion Statements

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

Resolution 1– Ratification of prior issue of First Purchase Convertible Notes to Mercer Street Global Opportunity Fund, LLC	A person who participated in the issue or is a counterparty to the agreement being approved (namely Mercer Street Global Opportunity Fund, LLC) or an associate of that person or those persons.
Resolution 2– Approval to issue Second Purchase Convertible Notes to Mercer Street Global Opportunity Fund, LLC	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 Mercer Street Global Opportunity Fund, LLC) or an associate of that person (or those persons).
Resolution 3– Ratification of prior issue of First Commencement Shares to Mercer Street Global Opportunity Fund, LLC	A person who participated in the issue or is a counterparty to the agreement being approved (namely Mercer Street Global Opportunity Fund, LLC) or an associate of that person or those persons.
Resolution 4 – Approval to issue Second Commencement Shares to Mercer Street Global Opportunity Fund, LLC	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 Mercer Street Global Opportunity Fund, LLC) or an associate of that person (or those persons).
Resolution 5– Approval to issue First Options to Mercer Street Global Opportunity Fund, LLC	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 Mercer Street Global Opportunity Fund, LLC) or an associate of that person (or those persons).
Resolution 6 – Approval to issue Second Options to Mercer Street Global Opportunity Fund, LLC	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 Mercer Street Global Opportunity Fund, LLC) or an associate of thatperson(or thosepersons).

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

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

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

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

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

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

3

5438-01/3262942_8

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act , Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act , each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

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

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Computershare Investor Services Pty Ltd will need to verify your identity. You can register from 10.30am on the day of the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 (0)404 400 785.

4

5438-01/3262942_8

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND

As announced on 4 August 2023, the Company has entered into a convertible notes subscription agreement with Mercer Street Global Opportunity Fund, LLC (a US-based entity) ( Mercer or the Investor ) for the establishment of a facility of up to $6,000,000, pursuant to which Mercer may subscribe for convertible notes in the Company ( Convertible Notes ) ( Convertible Note Agreement ).

1.1 Convertible Notes Purchases

Pursuant to the Convertible Note Agreement, the Company agreed to issue, and Mercer agrees to subscribe for, up to 7,200,000 Convertible Notes (each with a face value equal to $1.00 and an effective subscription price of $0.833) in the Company for an aggregate of up to $6,000,000 in three tranches (each, a Purchase ) described below:

• (a) the Company agreed to issue, and Mercer agreed to purchase 600,000 Convertible Notes for a subscription sum of $500,000 within five (5) business days of the satisfaction of standard conditions precedent ( First Purchase Convertible Notes );

• (b) subject to shareholder approval and the satisfaction of other standard conditions precedent, the Company agreed to issue, and Mercer agreed to subscribe for a further 2,040,000 Convertible Notes for a subscription sum of $1,700,000 on or before 13 October 2023 ( Second Purchase Convertible Notes ); and

• (c) subject to shareholder approval and agreement between the parties and the satisfaction of other standard conditions precedent, the Company agreed to issue, and Mercer agreed to subscribe for up to a further 4,560,000 Convertible Notes for a subscription sum of up to $3,800,000 ( Third Purchase ). The Company is not seeking shareholder approval for the Third Purchase at this Meeting.

1.2 Further Commencement Shares and Options

In addition to each Purchase, the Company agreed to issue Mercer:

• (a) in relation to the First Purchase Convertible Notes:

• (i) 2,415,761 fully paid ordinary shares ( Shares ) upon the issue of the First Purchase Convertible Notes ( First Commencement Shares );

• (ii) 155,668 Shares ( Second Commencement Shares ) following the Company’s shareholders approving the issue of the Second Commencement Shares, or should the Company fail to obtain such an approval, the Company must instead pay Mercer $10,896.76; and

5

CMX - NOM - Issues to Mercer (16 08 23)(3262942.8)_Computershare

• (iii) 2,272,727 options for Shares ( Options ) at an exercise price of $0.11 per Option ( First Options ). The First Options will expire on the date that is three years following the date of issue. The First Options will be issued following the Company’s shareholders approving the issue of the First Options. Should the Company fail to obtain such an approval, the Company must instead pay Mercer $175,000;

• (b) in relation to the Second Purchase Convertible Notes, such number of Options which is equal to $850,000 divided by 140% of the volume weighted average price of Shares for the 20 previous trading days on which trades for Shares were actually recorded ( 20-day VWAP ) prior to the date of issue of the Second Purchase Convertible Notes with an exercise price equal to 140% of the 20-day VWAP prior to the date of issue ( Second Options ); and

• (c) in relation to the Third Purchase, up to such number of Options which is equal to $1,900,000 divided by 140% of the 20-day VWAP prior to the date of issue of Convertible Notes the subject of the Third Purchase with an exercise price equal to 140% of the 20-day VWAP prior to the date of issue ( Third Options ). The Company is not seeking shareholder approval for the Third Options at this Meeting.

A summary of the key terms of the Convertible Note Agreement is set out in Schedule 1.

The Company confirms that Mercer is an existing shareholder of the Company (with a relevant interest in approximately 4.37% of the Company’s issued shares at the date of this Notice). The Company confirms that Mercer is not a related party of the Company.

The issue of the First Purchase Convertible Notes (being the subject of Resolution 1) and the 2,415,761 First Commencement Shares (being the subject of Resolution 3) were completed using the Company’s available Listing Rule 7.1 placement capacity.

The issue of the Second Purchase Convertible Notes and Second Options are subject to shareholder approval under Listing Rule 7.1. The Company seeks the required shareholder approvals at this Meeting.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF FIRST PURCHASE CONVERTIBLE NOTES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

2.1 General

On 14 August 2023 the Company issued 600,000 Convertible Notes to raise $500,000 ( First Purchase Convertible Notes ).

The issue of the First Purchase Convertible Notes did not breach Listing Rule 7.1 at the time of the issue.

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 period.

6

5438-01/3262942_8

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 11 November 2022.

The issue of the First Purchase Convertible Notes 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 Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the First Purchase Convertible Notes.

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

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

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the First Purchase Convertible Notes.

2.2

Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the First Purchase Convertible Notes 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 First Purchase Convertible Notes.

If Resolution 1 is not passed, the First Purchase Convertible Notes 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 that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the First Purchase Convertible Notes.

2.3 Technical information required by Listing Rule 7.5

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

• (c) 600,000 First Purchase Convertible Notes were issued to Mercer under the Convertible Note Agreement;

• (d) the conversion of the First Purchase Convertible Notes will result in the issue of a maximum of 10,000,000 Shares (assuming a conversion based on the floor price of $0.06 ( Floor Price ));

• (e) the First Purchase Convertible Notes were issued on 14 August 2023 on the terms and conditions set out in Schedule 1;

7

5438-01/3262942_8

• (f) the face value of each First Purchase Convertible Note is $1.00, whilst the effective subscription price of each First Purchase Convertible Note is $0.833. The Company has not and will not receive any other consideration for the issue of the First Purchase Convertible Notes;

• (g) the purpose of the issue of the First Purchase Convertible Notes was to was to raise funds for general working capital of the Company; and

• (h) the First Purchase Convertible Notes were issued to Mercer under the Convertible Note Agreement. A summary of the material terms of the Convertible Note Agreement is set out in Schedule 1.

3. RESOLUTION 2 – APPROVAL TO ISSUE SECOND PURCHASE CONVERTIBLE NOTES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

3.1 General

Under the Convertible Note Agreement, the Company has agreed to issue a further 2,040,000 Convertible Notes on the same terms as the First Purchase Convertible Notes, to raise up to $1,700,000, subject to shareholder approval ( Second Purchase Convertible Notes ).

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Second Purchase Convertible Notes 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.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Second Purchase Convertible Notes. In addition, the issue of the Second Purchase Convertible Notes 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 Second Purchase Convertible Notes. If the Company is unable to proceed with the issue of the Second Purchase Convertible Notes, then the Company will not receive the strategic facility from Mercer with respect to the issue of the Second Purchase Convertible Notes.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Second Purchase Convertible Notes.

3.3 Technical information required by Listing Rule 7.3

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

• (a) the Second Purchase Convertible Notes will be issued to Mercer;

• (b) the maximum number of Second Purchase Convertible Notes to be issued under the Convertible Note Agreement is 2,040,000. The Second Purchase Convertible Notes will result in the issue of a maximum of

8

5438-01/3262942_8

34,000,000 fully paid ordinary shares in the capital of the Company (assuming a conversion based on the Floor Price);

• (c) the Second Purchase Convertible Notes will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Second Purchase Convertible Notes will occur on the same date (being on or before 13 October 2023);

• (d) the face value of the Second Purchase Convertible Notes will be $1.00 each, whilst the effective subscription price of each Second Purchase Convertible Note will be $0.833. The Company will not receive any other consideration for the issue of the Second Purchase Convertible Notes;

• (e) the purpose of the issue of the Second Purchase Convertible Notes is to raise funds for the general working capital of the Company;

• (f) the Second Purchase Convertible Notes are being issued to Mercer under the Convertible Note Agreement. A summary of the material terms of the Convertible Note Agreement is set out in Schedule 1; and

• (g) the Second Purchase Convertible Notes are not being issued under, or to fund, a reverse takeover.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF FIRST COMMENCEMENT SHARES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

4.1 General

On 14 August 2023, the Company issued 2,415,761 Shares to Mercer pursuant to the Convertible Note Agreement ( First Commencement Shares ).

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

As summarised in Section 2.1 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 securities it had on issue at the start of that 12 month period.

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 11 November 2022, however the First Commencement Shares did not utilise the 7.1A capacity.

The issue of the First Commencement 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 Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the First Commencement Shares.

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

9

5438-01/3262942_8

reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

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

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the First Commencement Shares.

4.2

Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the First Commencement 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 First Commencement Shares.

If Resolution 3 is not passed, the First Commencement 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 that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the First Commencement Shares.

4.3 Technical information required by Listing Rule 7.5

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

• (a) the First Commencement Shares were issued to Mercer;

• (b) 2,415,761 First Commencement Shares were issued and the First Commencement 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;

• (c) the First Commencement Shares were issued on 14 August 2023;

• (d) the First Commencement Shares were issued at a nil issue price, as part of the fee for Mercer’s provision of the facility under the Convertible Notes Agreement. The Company has not and will not receive any other consideration for the issue of the First Commencement Shares; and

• (e) the First Commencement Shares were issued to Mercer under the Convertible Note Agreement. A summary of the material terms of the Convertible Note Agreement is set out in Schedule 1.

5. RESOLUTION 4 – APPROVAL TO ISSUE SECOND COMMENCEMENT SHARES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

5.1 General

Under the Convertible Note Agreement, the Company agreed to issue a further 155,668 Shares in consideration for amounts owing to Mercer under the Convertible Note Agreement ( Second Commencement Shares ) as discussed at Section 1.2(a)(ii) above.

10

5438-01/3262942_8

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Second Commencement 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.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Second Commencement Shares. In addition, the issue of the Second Commencement 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, the Company will not be able to proceed with the issue of the Second Commencement Shares. If the Company is unable to proceed with issue of the Second Commencement Shares, the Company must instead pay Mercer $10.896.76.

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Second Commencement Shares.

5.3 Technical information required by Listing Rule 7.3

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

• (a) the Second Commencement Shares will be issued to Mercer.

• (b) the maximum number of Second Commencement Shares to be issued is 155,668. The Second Commencement 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;

• (c) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Second Commencement Shares will occur on the same date;

• (d) the Second Commencement Shares will be issued at a nil issue price, as part of the fee for Mercer’s provision of the facility under the Convertible Notes Agreement;

• (e) the Second Commencement Shares are being issued to Mercer under the Convertible Note Agreement. A summary of the material terms of the Convertible Note Agreement is set out in Schedule 1; and

• (f) the Second Commencement Shares are not being issued under, or to fund, a reverse takeover.

11

5438-01/3262942_8

6. RESOLUTION 5 – APPROVAL TO ISSUE FIRST OPTIONS TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

6.1 General

Under the Convertible Note Agreement, the Company agreed to issue 2,272,727 Options at an exercise price of $0.11 as a part fee for the First Purchase (the First Options ).

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the First Options 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.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the First Options. In addition, the issue of the First Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the First Options. If the Company is unable to proceed with the issue of the First Options, the Company must instead pay Mercer $175,000.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the First Options.

6.3 Technical information required by Listing Rule 7.3

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

• (a) the First Options will be issued to Mercer;

• (b) the maximum number of First Options to be issued is 2,272,727. The terms and conditions of the First Options are set out in Schedule 2;

• (c) the First Options have an exercise price of $0.11 and will expire on the date that is three (3) years following the date of issue;

• (d) the First Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the First Options will occur on the same date;

• (e) the First Options will be issued at a nil issue price, as part of the Convertible Note Agreement as a fee payable in respect of the First Purchase;

• (f) the First Options are being issued to Mercer under the Convertible Note Agreement. A summary of the material terms of the Convertible Note Agreement is set out in Schedule 1; and

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

12

5438-01/3262942_8

7. RESOLUTION 6 – APPROVAL TO ISSUE SECOND OPTIONS TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

7.1 General

Under the Convertible Note Agreement, the Company agreed to issue the number of Options which is equal to $850,000, divided by 140% of the 20-day VWAP of the Shares prior to the issue of the Second Purchase Convertible Notes as a fee for the Second Purchase (the Second Options ).

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Second Options 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.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Second Options. In addition, the issue of the Second Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Second Options unless the Company has sufficient placement capacity under Listing Rule 7.1 at the relevant time to do so.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Second Options.

7.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the Second Options will be issued to Mercer;

• (b) a worked example of the number of Second Options to be issued is set out in Section 7.4;

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

• (d) the Second Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Second Options will occur on the same date;

• (e) the Second Options will be issued at a nil issue price, as part of the Convertible Note Agreement as a fee payable in respect of the Second Purchase;

(f) the Second Options are being issued to Mercer under the Convertible Note Agreement. A summary of the material terms of the Convertible Note Agreement is set out in Schedule 1; and

13

5438-01/3262942_8

(g) the Second Options are not being issued under, or to fund, a reverse takeover.

7.4 Worked example

The number of Second Options to be issued under the Convertible Note Agreement is equal to 50% of the amount that the Investor advances the Company for the Second Purchase Notes, divided by a 140% of the 20-day VWAP of the Shares immediately prior to the issue of the Second Purchase Convertible Notes.

Three worked examples of this calculation are set out below.

50% of the funds advanced under the Second Purchase		# of Second Options issued	# of Second Options issued
	$0.06 VWAP (i.e. $0.084 deemed issue price)	$0.08 VWAP (i.e. $0.112 deemed issue price)	$0.10 VWAP (i.e. $0.14 deemed issue price)
$850,000	10,119,048	7,589,286	6,071,429

The Company notes that the above table is included in this Section for illustrative purposes only and that the final number of Second Options to be issued is dependent on the 20-day VWAP of the Shares at the relevant date.

14

5438-01/3262942_8

GLOSSARY

$ means Australian dollars.

20-day VWAP has the meaning given in Section 1.2.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means ChemX Materials Limited (ACN 644 982 123).

Constitution means the Company’s constitution.

Convertible Note has the meaning given in Section 1.

Convertible Note Agreement means the Convertible Securities Agreement between the Company and Mercer Street Global Opportunity Fund, LLC, executed on 4 August 2023.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Floor Price has the meaning given in Section 2.3.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

15

5438-01/3262942_8

SCHEDULE 1 – MATERIAL TERMS OF THE CONVERTIBLE NOTE AGREEMENT AND CONVERTIBLE NOTES

Term	Description
Number of Convertible Notes	600,000 Convertible Notes under the First Purchase (Tranche 1 Notes). 2,040,000 Convertible Notes under the Second Purchase (Tranche 2 Notes). Up to 4,560,000 Convertible Notes under the Third Purchase (Tranche 3 Notes).
Effective Subscription Price	$0.833 per Convertible Note.
Face Value	$1.00 per Convertible Note.
Maturity Date	15 months from the date of issue of the Tranche 1 and Tranche 2 Notes. 12 months from the date of issue of the Tranche 3 Notes.
Interest Rate	Upon an event of default occurring, the Company must pay default interest at a rate of 18% per annum on the amount of the face value of all Convertible Notes issued which have not been converted or repurchased, calculated daily and compounded monthly.
Conversion	The Investor may (at its absolute discretion) convert the Convertible Notes (in a minimum parcel with a face value of at least $25,000) at any time prior to its applicable maturity date by giving the Company a conversion notice. The conversion will occur within three business days of receipt of the notice. The number of Shares to which the Investor is entitled upon conversion of the relevant Convertible Notes is determined by the following formula: Number of Shares = FV / CP Where: • FVmeans the aggregate face value of the Convertible Notes being converted. • CPmeans the applicable conversion price per Convertible Note. The applicable conversion price is set out below. Upon conversion of the Convertible Notes: (a) those Convertible Notes are cancelled and may not be reissued; and (b) the face value of the Convertible Notes which have been converted will be deemed satisfied.
Conversion by the Company	The Company has no right to require the Investor to convert any Convertible Notes at any time.
Conversion Price	In respect of the Tranche 1 and Tranche 2 Notes, the conversion price will be the higher of: (a) the Floor Price ($0.06); or (b) the lesser of: (i) 100% of the daily volume weighted average price (VWAP) of the Shares over the 10 trading days on which the Shares traded prior to the completion of the issue of the Trances 1 Notes or Tranche 2 Notes (as the case may be); and

16

5438-01/3262942_8

Term	Description
	(ii) 90% of the lowest VWAP during the preceding twenty (20) trading days on which Shares were on the ASX immediately prior to the relevant conversion notice. In respect of the Tranche 3 Notes, the higher of: (a) the lesser of: (i) $0.10; and (ii) 92% of the lowest VWAP of the Shares during the preceding ten (10) Trading Days on which Shares were traded on the ASX immediately prior to the relevant Conversion Notice; and (b) the Floor Price ($0.06).
Repurchase	Provided that the Company is: (a) in compliance with its obligations under the Convertible Note Agreement; (b) there is no existing event of default; and (c) the Investor has not issued a conversion notice, the Company may (by written notice to the Investor) elect to repurchase all of the outstanding Convertible Notes on issue at any time, for a 5% premium to the face value, provided such repurchase is permitted by law and the ASX Listing Rules. Where the Investor receives a written notice from the Company with respect to the repurchase of Convertible Notes, the Investor may elect to convert up to 100% of the Convertible Notes the subject of such notice.
Redemption	If the Investor has not notified the Company in writing by the day that is 10 business days prior to the Maturity Date that it will be converting the relevant Convertible Notes (in whole or in part), the Company is to repay in full to the holder of the Convertible Notes, the face value of the Convertible Notes (and any accrued but unpaid interest). If an event of default occurs which is subsisting for 10 business days, the Company must repay the face value of the outstanding Convertible Notes held by the Investor together with any accrued by unpaid interest. The Convertible Securities Agreement contains various events which constitute events of default which are standard for agreements of this nature. If there occurs a Change of Control Event, a Qualifying Capital Raising Event or a Delisting Event, the Investor may require repayment by the Company of some or all of the Convertible Notes. In this Schedule: Change of Control Eventmeans each of: (a) a takeover bid being made to acquire all of the Shares and: (i) the offer under the takeover bid is, or becomes, unconditional; and (ii) either: (A) the bidder has acquired at any time during the offer period (or after the close of the offer period) a relevant interest in more than 50 per cent of the Shares on issue; or

17

5438-01/3262942_8

Term	Description
	(B) the directors of the Company recommend acceptance of the offer under the takeover bid; (b) a court approves a proposed scheme of arrangement which, when implemented, will result in a person having a relevant interest in 100% of the Shares on issue in the Company (where the requisite shareholder approval has also been obtained). Delisting Eventmeans where the Shares are no longer quoted on ASX or the Company's Shares are suspended from trading on ASX for a period of 20 consecutive business days, or in any case, other than as a result (directly or indirectly) of a Change of Control Event. Qualifying Capital Raising Eventmeans capital raises under which the Company raises in aggregate $5m or more during the term of the agreement.
Ranking on Conversion	Shares issued on conversion of the Convertible Notes will rank equally with existing Shares on issue.
Reconstruction of Capital	In the event of a consolidation, subdivision or similar reconstruction of the issued capital of the Company, the terms of the Convertible Notes will be reconstructed to the extent necessary to comply with the ASX Listing Rules.
Participation Rights	The Convertible Notes will not carry any entitlement to participate in future issues of securities by the Company prior to any conversion of the Convertible Notes into Shares.
No Voting Rights	Except as required by the_Corporations Act 2001 (Cth)_, the Convertible Notes will not carry a right to vote at meetings of the Company prior to any conversion of the Convertible Notes into Shares.

18

5438-01/3262942_8

SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS

• (a) The Options shall be issued for no cash consideration.

• (b) Each Option entitles the holder to subscribe for one fully paid ordinary share in the Company upon exercise of the Option.

• (c) The exercise price of each Option is:

• (i) for the First Options, $0.11; and

• (ii) for any Second Options, an amount equal to 140% of the 20-day VWAP per Share immediately prior to the date of issue of the relevant Second Options,

(each, an Exercise Price ).

• (d) The Options will expire at 5:00pm AEST on the date being 36 months after issue ( Expiry Date ).

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

• (f) The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with payment for the Exercise Price per Option to the Company at any time on or after the date of issue of the Options and on or before the Expiry Date. Payment may be made as directed by the Company from time to time, which may include by cheque, electronic funds transfer or other methods.

• (g) Upon the valid exercise of the Options and payment of the Exercise Price, the Company will within 5 Business Days issue fully paid ordinary shares ranking pari passu with the then issued ordinary shares.

• (h) The Company must either:

• (i) within 5 Business Days of the issue of shares under 7.4(g) above, provide ASX with a written notice pursuant to section 708A(5) of the Corporations Act meeting the requirements of section 708A(6) of the Corporations Act , in a form, and containing the information, that is sufficient to permit secondary trading on the ASX of those shares ( Cleansing Statement ); or

• (ii) where unable to issue a Cleansing Statement, as soon as is reasonably practicable and in any event within 10 Business Days of issue of the resultant shares under 7.4(g) above, issue a prospectus or other form of disclosure document to enable those shares to be freely on-sold.

• (i) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally.

• (j) Option holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend.

• (k) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

19

5438-01/3262942_8

• (i) the number of Options, the Exercise Price of the Options, or both will be reorganised (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reorganisation, but with the intention that such reorganisation will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and

• (ii) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reorganisation of capital, in all other respects the terms for the exercise of the Options will remain unchanged.

• (l) If there is a pro rata issue (except a bonus issue) of shares to the holders of shares in the Company, the Exercise Price of an Option may be reduced according to the following formula:

On = O - E [P-(S + D)]

N + 1

Where:

• On = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which one Option is exercisable;

• P = the volume weighted average market price per security of the underlying securities during the five trading days ending on the day before the ex right date or the ex entitlements date;

• S = the subscription price for a security under the pro rata issue;

• D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• (m) If there is a bonus issue of Shares to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.

• (n) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, unless all necessary waivers of the Listing Rules are obtained, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.

• (o)

The Company does not intend to apply for listing of the Options on the ASX.

• (p) The Company shall apply for listing of the resultant Shares issued upon exercise of any Option.

20

5438-01/3262942_8

==> picture [42 x 42] intentionally omitted <==

==> picture [97 x 32] intentionally omitted <==

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

CMXRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Sunday, 24 September 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000002/000003

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of ChemX Materials Limited hereby appoint the Chairman OR of the Meeting

Please mark

to indicate your directions

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of ChemX Materials Limited to be held at Suite 1, 1 Tully Road, East Perth, WA 6004 on Tuesday, 26 September 2023 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1 Ratification of prior issue of First Purchase Convertible Notes to Mercer Street Global Opportunity Fund, LLC
Resolution 2 Approval to issue Second Purchase Convertible Notes to Mercer Street Global Opportunity Fund, LLC
Resolution 3 Ratification of prior issue of First Commencement Shares to Mercer Street Global Opportunity Fund, LLC
Resolution 4 Approval to issue Second Commencement Shares to Mercer Street Global Opportunity Fund, LLC
Resolution 5 Approval to issue First Options to Mercer Street Global Opportunity Fund, LLC
Resolution 6 Approval to issue Second Options to Mercer Street Global Opportunity Fund, LLC

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

C M X

3 0 1 8 9 6 A

==> picture [42 x 42] intentionally omitted <==

==> picture [97 x 32] intentionally omitted <==

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

CMXRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

ChemX Materials Limited General Meeting

The ChemX Materials Limited General Meeting will be held on Tuesday, 26 September 2023 at 11:00am (AWST). You are encouraged to participate in the meeting using the following options:

==> picture [47 x 47] intentionally omitted <==

MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

==> picture [38 x 38] intentionally omitted <==

Control Number: 999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Sunday, 24 September 2023.

==> picture [40 x 43] intentionally omitted <==

ATTENDING THE MEETING IN PERSON

The meeting will be held at: Suite 1, 1 Tully Road, East Perth, WA 6004

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000002/000004/i12