CLARA RESOURCES AUSTRALIA LTD - Proxy Solicitation & Information Statement 2022

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Notice of General Meeting and Explanatory Memorandum

Aus Tin Mining Limited ACN 122 957 322

Date of Meeting:	Thursday 29 September 2022
Time of Meeting:	11:00 am (Brisbane time)
Place of Meeting:	Offices of HopgoodGanim, Level 7, Waterfront Place,
	1 Eagle Street, Brisbane QLD 4000

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Aus Tin Mining Limited (the Company ) will be held at the offices of HopgoodGanim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on Thursday 29 September 2022 at 11:00 am (Brisbane time).

Terms used in this Notice of Meeting are defined in the “ DEFINITIONS ” section of the accompanying Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Resolution 1. Ratification of the Placement of 1,050,000,000 Shares

To consider and if thought fit, pass the following Ordinary Resolution with or without modification:

“That in accordance with the provisions of Listing Rule 7.4 and for all other purposes, shareholders ratify the previous issue by the Company on 8 April 2022, of a total of 1,050,000,000 fully paid ordinary shares under either Listing Rules 7.1 or 7.1A, at an issue price of $0.001 per share, to those recipients in those proportions set out in and otherwise on the terms set out in, the Explanatory Memorandum accompanying this Notice of Meeting.”

See Explanatory Memorandum accompanying this Notice for further information about this Resolution.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of:

the recipients of the shares the subject of the Resolution; and
any associate of those recipients.

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

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

the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 2. Change of Company Name

To consider and if thought fit, pass the following Special Resolution with or without modification:

“That for the purposes of section 157(1) of the Corporations Act and for all other purposes, approval be given for the name of the Company to be changed to Clara Resources Australia Ltd .”

Resolution 3. Issue of Shares to DGR Global Ltd under Listing Rule 10.11

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.11 and for all other purposes the Company be authorised to issue 200,000,000 Shares at an issue price of $0.001 to DGR Global Ltd ( DGR ) who are a related party of the Company as described in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of:

DGR and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the entity); and
an associate of those persons.

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

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 4. Issue of 50,000,000 Shares to Laneway Resources Ltd under Listing Rule 10.11 and Chapter 2E of the Corporations Act

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.11 and for the purposes of Chapter 2E of the Corporations Act and for all other purposes the Company be authorised to issue 50,000,000 Shares at an issue price of $0.001 to Laneway Resources Ltd ( LNY ) who are a related party of the Company as described in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of:

LNY and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the entity); and
an associate of those persons.

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

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusion statement - Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act, a vote on Resolution 4 must not be cast (in any capacity) by or on behalf of:

LNY and any other related party of the Company to whom the Resolution would permit a financial benefit to be given; and
an associate of those related parties.

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However, this does not prevent the casting of a vote on Resolution 4 if it is cast by a person appointed as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of a kind referred to above.

Resolution 5. Issue of 200,000,000 Shares to Laneway Resources Ltd under Listing Rule 10.11 and Chapter 2E of the Corporations Act

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That in accordance with Listing Rule 10.11 and for the purposes of Chapter 2E of the Corporations Act and for all other purposes the Company be authorised to issue 200,000,000 Shares at an issue price of nil to Laneway Resources Ltd ( LNY ) who are a related party of the Company as described in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of:

LNY and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the entity); and
an associate of those persons.

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

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting exclusion statement - Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act, a vote on Resolution 5 must not be cast (in any capacity) by or on behalf of:

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LNY and any other related party of the Company to whom the Resolution would permit a financial benefit to be given; and
an associate of those related parties.

However, this does not prevent the casting of a vote on Resolution 5 if it is cast by a person appointed as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a related party or associate of a kind referred to above.

Resolution 6. Approval of Performance Rights Plan

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That the Performance Rights Plan, which is summarised in the attached Explanatory Memorandum (and at Appendix A, be approved and that for the purposes of Exception 13(b) of Listing Rule 7.2, the issue of Performance Rights under the Performance Rights Plan within three years from the date of this Resolution be an exception to Listing Rules 7.1 and 7.1A.”

A detailed summary of the key terms of the Performance Rights Plan is set out in Appendix A.

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of:

a director of the Company who is eligible to participate in any employee incentive scheme in relation to the Company, and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the entity); and
an associate of those persons.

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

a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

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John Haley Company Secretary 29 August 2022

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is provided to Shareholders of Aus Tin Mining Limited ACN 122 957 322 (the Company ) to explain the Resolution to be put to Shareholders at the General Meeting to be held at the offices of HopgoodGanim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane on Thursday 29 September 2022 at 11:00 am (Brisbane time).

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in the Notice of Meeting.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decisions in relation to the Resolution.

Terms used in this Explanatory Memorandum are defined in the “ DEFINITIONS” section of this Explanatory Memorandum.

ORDINARY BUSINESS

Resolution 1. Ratification of the Placement of 1,050,000,000 Shares

1.1 General

On 8 April 2022 the Company announced to ASX a placement of 1,050,000,000 Shares at an issue price of $0.001 per Share (the Placement Shares ), to various professional and sophisticated investors (the Placement ).

1.2 Listing Rules 7.1, 7.1 A and 7.4

In broad terms Listing Rule 7.1 (subject to certain exceptions), limits the number of equity securities that a listed company can issue in any 12 month period without the approval of its shareholders, to a number equal to 15% of the fully paid ordinary securities that 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%. This will mean that during the relevant 12 month period the listed entity can issue up to 25% of the fully paid ordinary securities that it had on issue at the start of the relevant 12 month period without shareholder approval.

The Company is an eligible entity for these purposes, and obtained Shareholder approval for the additional 10% capacity under Listing Rule 7.1A, at its 2021 Annual General Meeting held on 28 January 2022.

Of the Placement completed on 8 April 2022, the Company issued without Shareholder approval:

➢ 1,050,000,000 Shares in reliance on Listing Rule 7.1; and
➢ Nil Shares in reliance on Listing Rule 7.1A.

Listing Rule 7.4 allows the shareholders of a listed company to approve the issue of equity securities after that issue has been made. If that approval is granted, the relevant issue will be excluded from the calculation of the listed company's remaining capacity under Listing Rules 7.1 and 7.1A.

The Company wishes to retain as much flexibility as possible to utilise its combined capacity under Listing Rule 7.1 and Listing Rule 7.1A, in order to take advantage of commercial opportunities as they may arise. Accordingly the Company now seeks Shareholder approval to ratify the issue of the Placement Shares in accordance with Listing Rule 7.4.

If the Resolution is not passed, 1,050,000,000 Shares will be included when calculating the Company's capacity under Listing Rule 7.1, and nil Shares will be included when calculating the Company's capacity under Listing Rule 7.1A.

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1.3 Information required by Listing Rule 7.5

Listing Rule 7.5 sets out the requirements for notices of meeting at which shareholder approval is sought for the purposes of Listing Rule 7.4. For the purposes of Listing Rule 7.5 the Company notes as follows:

(a) The Company issued 1,050,000,000 Placement Shares which are fully paid ordinary shares in the capital of the Company. The Placement Shares are not subject to escrow restrictions, and were issued on the same terms as and rank pari passu with the Shares that were already on issue. The rights and liabilities of all Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company's website at the following link: https://www.austinmining.com.au/s/Consititution.pdf
(b) The Placement Shares were issued to the various parties listed in the column headed "Allottee/Subscriber" in Table 1 below.
(c) The Placement Shares were issued on 8 April 20200.
(d) The price at which Placement Shares were issued was $0.001 per share.
(e) The proceeds of the Placement were used to progress the Company’s projects and provide working capital.
(f) A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.

Table 1

Allottee/Subscriber	Number of Placement Shares
SLRV ENTERPRISE PTY LTD	3,458,333
ROTHERWOOD ENTERPRISES PTY	90,000,000
ROCKET SCIENCE PTY LTD	90,000,000
ACN 139 886 025 PTY LTD	8,645,833
SCINTILLA STRATEGIC	45,000,000
JATHRO PTY LTD	3,458,333
BAM COOLABAH INVESTMENTS	15,000,000
BAM OPPORTUNITIES FUND PTY LTD	60,000,000
GREGORY DENISE PTY LTD	281,000,000
WTB INVESTMENTS WA PTY LTD	8,645,833
JC NEXTGEN PTY LTD	5,187,500
BLUE HEELER CAPITAL PTY LTD	3,458,333
VIVO TRADING PTY LTD	12,104,167
MR GEOFFREY ELBERT COOPER	3,458,333
MR MARK ANDREW TKOCZ	12,104,167
MR SCOTT ARTHUR CLUFF	6,916,667
MR NILESH PATEL &	3,458,333
CASCADE COMPANY PTY LTD	3,458,333
MR AARON WILLIAM BESSO	10,375,000
ABN AMRO CLEARING SYDNEY	10,375,000
MISS KE XIONG	3,458,333
MR TUNG HING NICK CHIU	3,458,333
BLUE BLITZ INVESTMENTS PTY LTD	6,916,667

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HIRSCH FINANCIAL PTY LTD	13,833,333
TANGCORP INVESTMENTS PTY LTD	17,291,667
YUCAJA PTY LTD	51,875,000
BVB CUSTODIAN PTY LTD	17,291,667
MR JOSEPH EDWIN	3,458,333
MS CHUNYAN NIU	70,000,000
MR PAUL FRANCIS BYRNE &	6,916,668
PULSE BIOMECHANICS PTY LTD	17,291,667
CHETAN ENTERPRISES PTY LTD	50,000,000
MR TRENT JAMES CRAWLEY	12,104,167
MS CHUNYAN NIU	100,000,000

1.4 Directors Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

SPECIAL BUSINESS

Resolution 2. Change of Company Name

Pursuant to Resolution 2 the Company seeks shareholder approval for the change of the name of the Company to Clara Resources Australia Ltd.

As outlined in various market releases made by the Company, the Board has implemented a slight change in strategy involving the acquisition of further projects including the Ashford Coal Project, and acquiring an option over the Mackenzie Coal Project. As part of this initiative, the Board is proposing to change the Company’s name to Clara Resources Australia Ltd.

In accordance with Section 157(1) of the Corporations Act, a company may change its name by Special Resolution. If Resolution 2 is passed, the Company will lodge the prescribed forms with ASIC requesting that ASIC alter the registration details of the Company to reflect the name change. The change of name will take effect from the day on which ASIC alters the details of the Company’s registration.

The Company also seeks approval under Section 136(2) of the Corporations Act to amend the Company’s constitution to reflect the change of name.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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ORDINARY BUSINESS

Resolution 3. Issue of shares to DGR Global Ltd under Listing Rule 10.11

3.1 Introduction

Resolution 3 seeks Shareholder authorisation to issue 200,000,000 shares at an issue price of $0.001 to DGR Global Ltd (“ DGR ”).

Approval for the issue of the shares is sought in accordance with Listing Rule 10.11. As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

3.2 Listing Rule 10.11

Listing Rule 10.11 requires that an entity must obtain the approval of Shareholders to issue securities to any of the following persons:

(a) a Related Party;
(b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the entity;
(c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the entity and who has nominated a director to the board of the entity (in the case of a trust, to the board of the responsible entity of the trust) pursuant to a relevant agreement which gives them a right or the expectation to do so;
(d) an associate of a person referred to in items 3.2(a) to 3.2(c); or
(e) a person whose relationship with the entity or a person referred to in items 3.2(a) to 3.2(d) is such that, in ASX’s opinion, the issue or agreement should be approved by security holders,

(individually referred to as an Allottee and jointly as Allottees ), and in doing so must provide the information specified in Listing Rule 10.13, unless an exception applies.

If Resolution 3 is passed, the shares must be issued within one month of that approval or else the approval will lapse.

3.3 Shareholder approval requirement

Listing Rule 10.11 prohibits a listed company from issuing, or agreeing to issue, Equity Securities to an Allottee without shareholder approval (unless one of the exceptions specified in Listing Rule 10.12 is satisfied).

A Related Party is defined by reference to the Corporations Act and, under section 228 of the Corporations Act, ‘related party’ is defined widely to include a director (or proposed director) of a public company, any entity that controls (or is reasonably likely to control) a public company, and any entity that is controlled by a person or entity which is otherwise a related party, or there are reasonable grounds to believe that a person/entity is likely to become a related party of the public company.

DGR holds 1,549,270,702 shares in the Company or 11.25 % and 2 DGR directors Nicholas Mather and Brian Moller are also directors of the Company.

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3.4 Information for Shareholders

For the purposes of Listing Rule 10.13 and for all other purposes the following information is provided to Shareholders:

(a) 10.13.1 and 10.13.2: Name and categorisation of the Allottee

The Allottee is DGR which is an Allottee for the purposes of Listing Rule 10.11 because DGR holds 1,549,270,702 shares in the Company or 11.25 % and 2 DGR directors Nicholas Mather and Brian Moller are also directors of the Company.

As at the date of this Notice, DGR and parties associated with DGR hold 1,866,562,090 ordinary shares in the company or 13.56%.

(b) 10.13.3: Number and class of Securities to be issued (if known) or the maximum number or the formula for calculating the number of Securities to be issued

200,000,000 fully paid ordinary shares.

The shares to be issued to DGR are fully paid ordinary shares.

The shares will otherwise rank pari passu with all of the other fully paid ordinary shares on issue in the Company.

(d) 10.13.5: Date or dates on or by which the Securities will be issued

The Company will issue the shares on 29 September 2022, but in any event no later than one month from the date of the meeting.

(e) 10.13.6: Price or other consideration the Company will receive for the issue

The shares are being issued at an issue price of $0.001 per Share.

(f) 10.13.7: The purpose of the issue. including the intended use of funds raised

The funds raised by the issue of the shares will be used for working capital.

(g) 10.13.10: Voting exclusion statement

A voting exclusion statement is set out in Resolution 3.

3.5 Chapter 2E of the Corporations Act

A public company is also prohibited under Chapter 2E of the Corporations Act from giving a Financial Benefit to a Related Party of the company unless shareholder approval is obtained or unless the benefit falls within one of various exceptions to the general prohibition. The process for and requirements that need to be met for the convening of the shareholder’s meeting are set out in Chapter 2E of the Corporations Act.

The issue of the shares to DGR will confer a Financial Benefit on DGR as a Related Party of the Company. Under Chapter 2E of the Corporations Act the Company is not required to obtain the approval of Shareholders if the Financial Benefit is given on terms that would be reasonable in the circumstances if the Company and the Related Party were dealing at arm’s length (or are less favourable than those terms).

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On 8 April 2022, the Company placed 1,050,000,000 shares to third party investors at $0.001 per share, ( Placement ) the same price that DGR has agreed to subscribe for shares.

Accordingly, the Company considers that shareholder approval is not required under Part 2 E Corporations Act.

The terms of the Placement were reached in consultation with the Company’s advisory team and brokers for offer by the brokers to unrelated professional, sophisticated and other investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act and the Board are of the view that the “arm’s length” exception in section 210 of the Corporations Act is available to the Company.

3.6 Outcome of voting for and against the Resolution

If the Resolution is passed, the Company will have an additional $200,000 of working capital available to progress the Company’s projects, including the Ashford Coking Coal project. However, existing shareholders will be diluted by 1.4% assuming all other Resolutions are passed and the shares are issued to Laneway Resources Limited under Resolution 4 and Resolution 5.

If the Resolution not passed, the Company will not have the additional $200,000 of working capital available, and if this $200,000 is later raised by a placement of shares by the Company, brokerage and other fees are likely to be incurred by the Company. Existing shareholders will however not be diluted at this time.

3.7 Director recommendation

The non-participating members of the Board, comprising Brad Gordon and Richard Willson, recommend that Shareholders vote in favour of this Ordinary Resolution.

Resolution 4. Issue of 50,000,000 shares to Laneway Resources Limited under Listing Rule 10.11 and Chapter 2E of the Corporations Act

4.1 Introduction

Resolution 4 seeks Shareholder authorisation to issue 50,000,000 ordinary shares at an issue price of $0.001 to Laneway Resources Ltd (“ LNY ”).

Approval for the issue of the shares is sought in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act. As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

The 50,000,000 shares to be issued at $0.001 are being issued on the same terms as the shares allotted by the Company on 8 April 2022 to sophisticated investors who were at arms-length to the Company.

4.2 Relevant legislation - Chapter 2E of the Corporations Act and Listing Rule 10.11

(a) Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a Financial Benefit to a Related Party of the public company unless providing the benefit falls within a prescribed exception to the general prohibition. Relevantly, there is an exception if the company first obtains the approval of its shareholders in a general meeting in circumstances where certain requirements specified in Chapter 2E in relation to the convening of that meeting have been met ( Shareholder Approval Exception ).

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A “Related Party” is defined widely in section 228 of the Corporations Act and includes, relevantly, a director (or proposed director) of a public company, any entity that controls (or is reasonably likely to control) a public company, and any entity that is controlled by a person or entity which is otherwise a Related Party, or there are reasonable grounds to believe that a person/entity is likely to become a Related Party of the public company.

A “Financial Benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the Related Party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

A copy of this Notice and the Explanatory Memorandum has been lodged with ASIC in accordance with section 218 of the Corporations Act.

4.3 Listing Rule 10.11

Listing Rule 10.11 requires that an entity must obtain the approval of Shareholders to issue securities to any of the following persons:

(a) a Related Party;
(b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the entity;
(c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the entity and who has nominated a director to the board of the entity (in the case of a trust, to the board of the responsible entity of the trust) pursuant to a relevant agreement which gives them a right or the expectation to do so;
(d) an associate of a person referred to in items 3.2(a) to 3.2(c); or
(e) a person whose relationship with the entity or a person referred to in items 3.2(a) to 3.2(d) is such that, in ASX’s opinion, the issue or agreement should be approved by security holders,

(individually referred to as an Allottee and jointly as Allottees ), and in doing so must provide the information specified in Listing Rule 10.13, unless an exception applies.

If the Resolution 4 is passed, the shares must be issued within one month of that approval or else the approval will lapse.

4.4 Shareholder approval requirement

This proposed Resolution 4, if passed, will confer Financial Benefits and involve the issue of Securities to a Related Party, being LNY.

LNY holds 2,543,357,373 shares in the Company or 18.47%, LNY has a right to appoint a director to the board of the Company and 1 LNY director Bradley Gordon is also a director of the Company.

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Therefore, the Company seeks to obtain Shareholder approval in accordance with the requirements of Chapter 2E of the Corporations Act and Listing Rule 10.11.

As approval is being sought under Listing Rule 10.11, in accordance with Listing Rule 7.2 (Exception 14) approval will not be required under Listing Rule 7.1. Therefore the 50,000,000 shares to be issued to LNY will not count towards the Company’s 15% Capacity under Listing Rule 7.1.

Therefore the Company is seeking Shareholder approval in accordance with Chapter 2E to confer a Financial Benefit to a Related Party and under Listing Rule 10.11 to issue the 50,000,000 shares to LNY so that the 50,000,000 shares to do not count towards the Company’s 15% Capacity.

4.5 Information for Shareholders

Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act and for all other purposes the following information is provided to shareholders:

(a) The Related Parties to whom Resolution 4 and would permit the Financial Benefit to be given (section 219(1)(a))

The proposed Financial Benefit will be given to LNY who is a Related Party of the Company because of the circumstances in 4.4 above.

(b) The nature of the Financial Benefit (section 219(1)(b))

The nature of the proposed Financial Benefit to be given is the issue of 50,000,000 shares to be issued to LNY of which LNY shall pay the sum of $50,000 for 50,000,000 shares.

The reason for, and basis of, the issuance of the 50,000,000 shares to LNY is to raise working capital for the Company in order for it to fund its ongoing projects and meet its various contractual obligations, including creating financial certainty for existing shareholders.

The Company advises that no maximum financial benefit is applicable to be received by LNY, as the shares are listed on the ASX at a price of $0.001 per share.

(c) Directors’ recommendation (section 219(1)(c))

The Directors (with Brad Gordon abstaining) recommend that Shareholders vote in favour of this Resolution.

(d) Valuation

The Shares to be issued pursuant to Resolution 4 are in a class of securities that is quoted on ASX. The issue price of the Placement Shares issued on 8 April 2022 is $0.001 per Share. This issue price accords with the volume weighted average share trading price ( VWAP ) for the previous 22 trading days prior to 30 June 2022. On this basis, the 50,000,000 shares to be issued pursuant to this Resolution shall have an aggregate value of $50,000.

(e) Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors (section 219(1)(e) and 219(2))

There is no other information known to the Company or any of its Directors save and except as follows:

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Market Price movements:

The Share value range noted above assumes market prices of the Shares based respectively on the lowest share price for the last 12 months ($0.001, the highest share price for the last 12 months ($0.002) and the volume weighted average price for the last 30 days ($0.001). The most recent market price of the Shares prior to the date of this EGM is $0.001. There is a possibility that the market price of the Shares on the date of issue of the LNY Shares will be different to this and that the market price of the Shares will change up to the date of the Meeting.

Trading history

In the 12 months prior to 30 June 2022 , the Company’s trading history is as follows:

(1) the highest trading price was $0.002 on a number of days in this period;
(2) the lowest trading price was $0.001 on a number of days in this period; and
(3) the VWAP per Share over the 12 month period prior to 30 June 2022 was $0.0010316.

The trading price of the Shares on the close of trading on 26 August 2022 (being the last trading day before this Notice of Meeting was printed) was $.001 .

Opportunity costs

The opportunity costs and benefits foregone by the Company issuing the 50,000,000 shares is the potentially dilutionary impact on the issued share capital of the Company. To the extent that the dilutionary impact caused by the issue of the 50,000,000 shares to LNY will be detrimental to the Company, this is considered to be more than offset by the Company and LNY being able to progress the Ashford Coal Project together.

Taxation consequences

No stamp duty will be payable in respect of the grant of the 50,000,000 shares. No GST will be payable by the Company in respect of the grant of the 50,000,000 shares (or if it is then it will be recoverable as an input credit).

Dilutionary effect

The effect of the issue of the 50,000,000 shares, assuming that Resolutions 3 and 5 are passed but none of the existing options on issue in the Company have been exercised, is as follows:

	Current	Current	Post Share issues	Post Share issues
	Securities	Percentage	Securities	Percentage
Ordinary shares – other current Shareholders	11,223,429,494	81.53%	11,423,429,494	80.35%
LNY	2,543,357,373	18.47%	2,793,357,373	19.65%
Total ordinary shares	13,766,786,867	100%	14,216,786,867	100%

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Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by Resolution 4.

4.6 Listing Rule 10.13

For the purposes of Listing Rule 10.13 and for all other purposes the following information is provided to Shareholders:

(a) 10.13.1 and 10.13.2: Name and categorisation of the Allottee

The Allottee is LNY which is an Allottee for the purposes of Listing Rule 10.11 because LNY holds 2,543,357,373 shares in the Company or 18.47% and 1 LNY director Bradley Gordon is also a director of the Company.

As at the date of this Notice, LNY and parties associated with LNY hold 2,543,357,373 shares in the Company or 18.47% of the Company’s issued capital.

(b) 10.13.3: Number and class of Securities to be issued (if known) or the maximum number or the formula for calculating the number of Securities to be issued 50,000,000 fully paid ordinary shares.
(c) 10.13.4: Summary of the material terms of the Securities

The shares to be issued to LNY are fully paid ordinary shares.

The shares will otherwise rank pari passu with all of the other fully paid ordinary shares on issue in the Company.

(d) 10.13.5: Date or dates on or by which the Securities will be issued.

The Company will issue the shares on 29 September 2022 , but in any event no later than one month from the date of the meeting.

(e) 10.13.6: Price or other consideration

The Company will receive $50,000 for the issue of 50,000,000 shares being issued at an issue price of $0.001 per Share.

(f) 10.13.7: The purpose of the issue. including the intended use of funds raised

The funds raised by the issue of the shares will be used for working capital.

(g) 10.13.10: Voting exclusion statement

A voting exclusion statement is set out in Resolution 4.

4.6 Outcome of voting for and against the Resolution

If the Resolution is passed, the Company will have an additional $50,000 of working capital available to progress the Company’s projects, including the Ashford Coking Coal project. However, existing shareholders will be diluted by 1.79% assuming all other Resolutions are passed and the shares are issued to DGR under Resolution 3 and LNY under Resolution 5.

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If the Resolution not passed, the Company will not have the additional $50,000 of working capital available, and if this $50,000 is later raised by a placement of shares by the Company, brokerage and other fees are likely to be incurred by the Company. Existing shareholders will however not be diluted at this time.

4.7 Director recommendation

The non-participating members of the Board, comprising Brian Moller, Nicholas Mather and Richard Willson, recommend that Shareholders vote in favour of this Ordinary Resolution.

Resolution 5. Issue of 200,000,000 shares to Laneway Resources Limited under Listing Rule 10.11 and Chapter 2E of the Corporations Act

5.1 Introduction

Resolution 5 seeks Shareholder authorisation to issue 200,000,000 shares at an issue price of Nil to Laneway Resources Ltd (“ LNY ”).

The Company has agreed to issue 200,000,000 shares to LNY free of any further consideration for the purposes of dispute resolution with LNY, over the interpretation of the Share Acquisition Agreement (‘ Agreement’ ) dated 17 April 2021 between the Company and LNY whereby the Company acquired 40% of the shares in Renison Coal Pty. Ltd which holds the Ashford Coal Project. This Agreement provided, inter alia, that the Company would issue further shares at a nil consideration to LNY if the Company issued further shares after the date of the Agreement (“ top-up shares ”). Under the Agreement, the number of top-up shares to be issued was that number required to maintain LNY’s shareholding in the Company at 20% of the Company’s issued capital, and top-up shares were to be issued until such time as an amount of $1,000,000 had been raised by the Company from the issuance of shares. However, dispute has arisen between the parties in relation to the proper interpretation and construction of this clause, noting a further raising had previously been undertaken . The result of this resolution will allow for a full and final compromise and settlement of the dispute and all claims asserted by LNY to receive the top-up shares from the Agreement. LNY will not have further entitlement to top-up shares, or any other issue of securities, in connection with the Agreement.

The Board of Directors of the Company believe the issue of 200,000,000 shares at nil consideration is in the best interests of the Company, as a means for dispute resolution.

5.2 Relevant legislation - Chapter 2E of the Corporations Act and Listing Rule 10.11

(a) Chapter 2E of the Corporations Act

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entity which is otherwise a Related Party, or there are reasonable grounds to believe that a person/entity is likely to become a Related Party of the public company.

A copy of this Notice and the Explanatory Memorandum has been lodged with ASIC in accordance with section 218 of the Corporations Act.

5.3 Listing Rule 10.11

Listing Rule 10.11 requires that an entity must obtain the approval of Shareholders to issue securities to any of the following persons:

(a) a Related Party;
(b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the entity;
(c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the entity and who has nominated a director to the board of the entity (in the case of a trust, to the board of the responsible entity of the trust) pursuant to a relevant agreement which gives them a right or the expectation to do so;
(d) an associate of a person referred to in items 3.2(a) to 3.2(c); or
(e) a person whose relationship with the entity or a person referred to in items 3.2(a) to 3.2(d) is such that, in ASX’s opinion, the issue or agreement should be approved by security holders,

(individually referred to as an Allottee and jointly as Allottees ), and in doing so must provide the information specified in Listing Rule 10.13, unless an exception applies.

If the Resolution 5 is passed, the shares must be issued within one month of that approval or else the approval will lapse.

5.4 Shareholder approval requirement

This proposed Resolution 5, if passed, will confer Financial Benefits and involve the issue of Securities to a Related Party, being LNY.

LNY holds 2,543,357,373 shares in the Company or 18.47%, LNY has a right to appoint a director to the board of the Company and 1 LNY director Bradley Gordon is also a director of the Company.

Therefore, the Company seeks to obtain Shareholder approval in accordance with the requirements of Chapter 2E of the Corporations Act and Listing Rule 10.11.

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As approval is being sought under Listing Rule 10.11, in accordance with Listing Rule 7.2 (Exception 14) approval will not be required under Listing Rule 7.1. Therefore the 200,000,000 shares to be issued to LNY will not count towards the Company’s 15% Capacity under Listing Rule 7.1.

Therefore the Company is seeking Shareholder approval in accordance with Chapter 2E to confer a Financial Benefit to a Related Party and under Listing Rule 10.11 to issue the 200,000,000 shares to LNY so that the 200,000,000 shares to do not count towards the Company’s 15% Capacity.

5.5 Information for Shareholders

Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act and for all other purposes the following information is provided to shareholders:

(a) The Related Parties to whom Resolution 5 and would permit the Financial Benefit to be given (section 219(1)(a))

The proposed Financial Benefit will be given to LNY who is a Related Party of the Company because of the circumstances in 4.4 above.

(b) The nature of the Financial Benefit (section 219(1)(b))

The nature of the proposed Financial Benefit to be given is the issue of 200,000,000 shares to be issued to LNY of which LNY shall be issued 200,000,000 shares free of any consideration.

The reason for, and basis of, the issuance of the 200,000,000 shares to LNY is for the purposes of dispute resolution between the Company and LNY in relation to the interpretation and construction of the Agreement.

The Directors (with Brad Gordon abstaining) recommend that Shareholders vote in favour of this Resolution.

(d) Valuation

The Shares to be issued pursuant to Resolution 5 are in a class of securities that is quoted on ASX. The issue price of the Placement Shares issued on 8 April 2022 is $0.001 per Share. This issue price accords with the volume weighted average share trading price ( VWAP ) for the previous 22 trading days prior to 30 June 2022. On this basis, the 200,000,000 shares to be issued pursuant to this Resolution shall have an aggregate value of $200,000 and is provided as a financial benefit.

(e) Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors (section 219(1)(e) and 219(2))

There is no other information known to the Company or any of its Directors save and except as follows:

Market Price movements:

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possibility that the market price of the Shares on the date of issue of the LNY Shares will be different to this and that the market price of the Shares will change up to the date of the Meeting.

Trading history

In the 12 months prior to 30 June 2022 , the Company’s trading history is as follows:

(1) the highest trading price was $0.002 on a number of days in this period;
(2) the lowest trading price was $0.001 on a number of days in this period; and
(3) the VWAP per Share over the 12 month period prior to 30 June 2022 was $0.0010316.

The trading price of the Shares on the close of trading on 26 August 2022 (being the last trading day before this Notice of Meeting was printed) was $.001.

Opportunity costs

The opportunity costs and benefits foregone by the Company issuing the 200,000,000 shares is the potentially dilutionary impact on the issued share capital of the Company. To the extent that the dilutionary impact caused by the issue of the 200,000,000 shares to LNY will be detrimental to the Company, this is considered to be more than offset by the Company and LNY being able to progress the Ashford Coal Project together.

Taxation consequences

No stamp duty will be payable in respect of the grant of the 200,000,000 shares. No GST will be payable by the Company in respect of the grant of the 200,000,000 shares (or if it is then it will be recoverable as an input credit).

Dilutionary effect

The effect of the issue of the 200,000,000 shares, assuming that Resolutions 3 and 4 are passed but none of the existing options on issue in the Company have been exercised, is as follows:

	Current	Current	Post Share issues	Post Share issues
	Securities	Percentage	Securities	Percentage
Ordinary shares – other current Shareholders	11,223,429,494	81.53%	11,423,429,494	80.35%
LNY	2,543,357,373	18.47%	2,793,357,373	19.65%
Total ordinary shares	13,766,786,867	100%	14,216,786,867	100%

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5.6 Listing Rule 10.13

For the purposes of Listing Rule 10.13 and for all other purposes the following information is provided to Shareholders:

(a) 10.13.1 and 10.13.2: Name and categorisation of the Allottee

As at the date of this Notice, LNY and parties associated with LNY hold 2,543,357,373 shares in the Company or 18.47% of the Company’s issued capital.

(b) 10.13.3: Number and class of Securities to be issued (if known) or the maximum number or the formula for calculating the number of Securities to be issued 200,000,000 fully paid ordinary shares.
(c) 10.13.4: Summary of the material terms of the Securities

The shares to be issued to LNY are fully paid ordinary shares.

The shares will otherwise rank pari passu with all of the other fully paid ordinary shares on issue in the Company.

(d) 10.13.5: Date or dates on or by which the Securities will be issued.

The Company will issue the shares on 29 September 2022 , but in any event no later than one month from the date of the meeting.

(e) 10.13.6: Price or other consideration

The Company will receive $0.00 for the issue of 200,000,000 shares being issued at nil consideration.

(f) 10.13.7: The purpose of the issue. including the intended use of funds raised

No funds are being raised by the issue of the shares which are being issued free of consideration for the purposes of dispute resolution between the Company and LNY.

(g) 10.13.10: Voting exclusion statement

A voting exclusion statement is set out in Resolution 4.

(h) Outcome of voting for and against the Resolution

If the Resolution is passed, the Company will have a means of dispute resolution in relation to the current dispute over the Agreement with LNY. However, existing shareholders will be diluted by 1.79% assuming all other Resolutions are passed, and the shares are issued to DGR under Resolution 3 and LNY under Resolution 4.

If the Resolution is not passed, the Company may be exposed to further costs in endeavouring to resolve the dispute , due to the current dispute over the Agreement with LNY. Existing shareholders will however not be diluted at this time.

(i) Director recommendation

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The non-participating members of the Board, comprising Brian Moller, Nicholas Mather and Richard Willson, recommend that Shareholders vote in favour of this Ordinary Resolution.

Resolution 6. Approval of Performance Rights Plan

6.1 Introduction

Pursuant to Resolution 6, the Company is seeking Shareholder approval for the establishment of a Performance Rights Plan ( Rights Plan ) as an exception under Listing Rule 7.2, Exception 13(b) which would enable securities issued under the Rights Plan over the next three years to be excluded from the calculation of the number of securities issued for the purposes of Listing Rules 7.1 and 7.1A.

The Company seeks to provide incentives to the eligible participants of the Company, including Directors of the Company who hold a salaried employment or office in the Company, and to recognise their contribution to the Company’s success.

Under the Company’s current circumstances, the Directors consider that the use of Performance Rights are a cost effective and efficient incentive for the Company as opposed to relying solely on alternative forms of incentives such as the issue of options, cash bonuses or increased remuneration. To enable the Company to secure and retain key employees who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Rights Plan is designed to achieve this objective by encouraging long term employment with the Company and continued improvement in performance over time and encouraging personnel to acquire and retain an interest in the Company.

The Rights Plan provides for the issue of Performance Rights which, upon a determination by the Board that performance conditions attached to the Performance Rights have been met, will result in the issue of one ordinary share in the Company for each Performance Right granted.

A summary of the terms of the Rights Plan are set out in Appendix A to this Explanatory Memorandum.

6.2 Listing Rules

Subject to certain exceptions, Listing Rule 7.1 restricts a listed company from issuing or agreeing to issue Equity Securities equivalent in number to more than 15% of its ordinary securities on issue in the 12 month period immediately preceding the date of the issue or agreement (if the entity has been admitted to the official list for 12 months or more) or the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement (if the entity has been admitted to the official list for less than 12 months) without the approval of its shareholders.

As a result, any issue of securities by the Company to eligible employees under the Rights Plan would reduce the Company’s 15% capacity to issue Shares under Listing Rule 7.1.

Exception 13 of Listing Rule 7.2 however, allows the Company to issue securities under the Rights Plan without the issue of such securities being counted towards the Company’s 15% issue capacity under Listing Rule 7.1, where Shareholders have approved the issue of securities under the Rights Plan as an exception to Listing Rule 7.1, within three years prior to the issue of the securities. Resolution 6is being put to Shareholders for this purpose and will allow the Company to utilise Exception 13 of Listing Rule 7.2 for three years from the date of the Resolution being passed.

6.3 Information for Shareholders

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In accordance with Exception 13 of Listing Rule 7.2, the Company advises as follows:

(a) 20,000,000 securities may be issued under the Rights Plan to Mr. Peter Westerhuis, the Chief Executive Officer of the Company, pursuant to his contract of employment;
(b) It is proposed that a maximum number of 500,000,000 equity securities will be issued under the Rights Plan following shareholder approval. This is inclusive of the securities intended to be issued in 6.3(a).
(c) a summary of the key terms of the Rights Plan are set out in Annexure A. Including the maximum number of equity securities proposed to be issued under the Rights Plan following the approval
(d) a voting exclusion statement is included in Resolution 6.

6.4 Further considerations

The Company believes that it will derive a significant benefit by incentivising its senior management and key employees through the issue of Performance Rights under the Rights Plan. Additionally, the Company believes it to be in the best interests of the Company to preserve the maximum commercial flexibility to issue Equity Securities that is afforded to it by Listing Rule 7.1.

6.5 Outcome of voting for and against the Resolution

If the Resolution is passed, the Company will be able to over the next three years take advantage of Exception 13 of Listing Rule 7.2 to issue securities under the Rights Plan without the issue of such securities being counted towards the Company’s 15% issue capacity under Listing Rule 7.1.

If the Resolution is not passed, the Company will not be able to take advantage of Exception 13 of Listing Rule 7.2, and will not be able to issue securities under the Rights Plan without either reducing the Company’s 15% issue capacity under Listing Rule 7.1 or obtaining further shareholder approval for each issue of shares.

6.6 Directors recommendation

The Directors unanimously recommend that you vote in favour of Resolution 6.

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DEFINITIONS

Terms used in this Explanatory Memorandum shall have the meanings ascribed to them in the Listing Rules or the Corporations Act as appropriate, unless otherwise defined below or in the body of this Explanatory Memorandum. The following terms shall have the meanings ascribed to them below when used in this Explanatory Memorandum:

ASX means ASX Limited ACN 008 624 691.

Board means the board of Directors of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Listing Rules means the official listing rules of ASX.

Meeting or General Meeting means the general meeting of the Company to be held on Thursday 29 September 2022.

Notice of Meeting or Notice means this Notice of Meeting convening the Meeting and the Explanatory Memorandum.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of Shareholders.

professional and sophisticated investors means persons to whom securities may be offered without disclosure in reliance on either section 708 (8) or (11) as the case may be.

Resolution means the resolution to be proposed at the Meeting.

Shareholder means a holder of Shares in the Company.

Share means an ordinary fully paid Share in the issued capital of the Company.

Special Resolution means a resolution:

(a) of which notice has been given as set out in Section 249L(1)(c) of the Corporations Act; and
(b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

ENQUIRIES

Any enquiries in relation to the Resolution or the Explanatory Memorandum should be directed to John Haley (Company Secretary), at Level 27, 111 Eagle Street Brisbane QLD 4000, or on (07) 3303-0620.

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Annexure A

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Summary of the key terms of the Performance Rights Plan	Summary of the key terms of the Performance Rights Plan
Plan Overview	The Performance Rights Plan (thePlan) is to extend to Eligible Persons of the Company as the Board may in its discretion determine. The Plan is a long-term incentive aimed at creating a stronger link between both an Eligible Person’s performance and reward, whilst increasing Shareholder value in the Company.
Eligible Person and Eligible Associate	A Director, Employee, Contractor or Prospective Participant (or the Eligible Associate of such person) of the Company or an Associated Body Corporate who the Board determines to be eligible to participate in the Plan. An Eligible Associate is; (a) an immediate family member of an Eligible Person; (b) a company whose members comprise no persons other than the Eligible Person or immediate family members of the Eligible Person; or (c) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993) where the Eligible Person is a director of the trustee.
Participant	An Eligible Person or an Eligible Associate who applies and becomes a member of the Plan is a Participant.
Plan limit	It is proposed that a maximum number of 500,000,000 equity securities will be issued under the Rights Plan. The total number of Performance Rights to be issued by the Company under the Plan shall not at any time exceed 5% of the Company’s total issued share capital when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under: a) an employee incentive scheme covered by ASIC CO 14/1000; or b) an ASIC exempt arrangement of a similar kind to an employee incentive scheme.
Acceptance of Invitation to Participate in the Plan	An Invitation to participate in the Plan may be accepted by an Eligible Person (to whom the invitation is made), by delivering to the Company written acceptance in the form determined by the Board and stated in the letter of Invitation. An Eligible Person who receives an Invitation may renounce the invitation in favour of the Invitation being made to an Eligible Associate.
Performance Hurdles	The Board will determine in its absolute discretion whether any performance hurdles or other conditions (including as to time) will be required to be met (Performance Hurdles) before the Performance Rights which have been granted under the Plan can vest. Performance Rights will vest upon the satisfaction of the Performance Hurdles.
Issue Price	A Participant will not pay any consideration for the grant of Performance Rights.
Exercise Price	No amount shall be payable by a Participant on the exercise of a Vested Performance Right.
Exercise Period	The terms for exercise, including the exercise period, are stated in the Invitation, however the exercise period must not exceed seven years unless otherwise determined by the Board of Directors of the Company.

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NOTES

Entitlement to Vote

The Board has determined, in accordance with the Corporations Regulations 2001 that for the purposes of determining those Shareholders entitled to attend and vote at the General Meeting, shall be those persons recorded in the register of Shareholders as at 6:00 pm (Brisbane time) on 8 September 2022. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

The Resolution to be put to the Meeting will be determined by poll.

How to Vote

You may vote by attending the General Meeting in person, by proxy or authorised representative.

Voting in Person

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

Voting by Proxy

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a member is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.

Members who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

If a representative of the Company is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Signing Instructions

You must sign the proxy form as follows in the spaces provided:

Individual : Where the holding is in one name, the holder must sign. Joint Holding : Where the holding is in more than one name, all of the security holders should sign. Power of Attorney : To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 (Cth)) 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 indicate the office held by signing in the appropriate place.

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To vote by proxy, the proxy form provided with this notice (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not less than forty-eight (48) hours before the scheduled time for the meeting. Any proxy form received after that time will not be valid for the scheduled meeting. Completed proxies can be returned to the Company Secretary by either mail to GPO Box 5261, Brisbane, Queensland 4001; or facsimile to (07) 3303-0681, or scanned and emailed to [email protected]

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PROXY FORM

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STEP 1: APPOINTMENT OF PROXY

Name No. of Shares

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I/We being Shareholder(s) of Aus Tin Mining Limited (the Company ) hereby appoint as my proxy for the General Meeting of the Company to be held at 11:00 am (Brisbane time) on Thursday 29 September 2022 and any adjournment thereof:

the Chairman of the Meeting (mark with an “X”) Write here the name of the person you are appointing if this person is OR
someone other than the Chairman
of the Meeting
IMPORTANT NOTE
The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions.
If the Chairman of the Meeting is your proxy (or may be appointed your proxy by default), and you do not
wish to direct your proxy how to vote as your proxy in respect of the Resolution, please place a mark in the
box.
By marking this box you acknowledge that the Chairman of the meeting may exercise your proxy even if he
has an interest in the outcome of the Resolution and that votes cast by the Chairman of the meeting for the
Resolution other than as proxy holder will be disregarded because of that interest. If you do not mark this
box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the
Resolution and your votes will not be counted in calculating the required majority if a poll is called on the
Resolution.
The Chairman of the meeting intends to vote all undirected proxies in favour of all Resolutions to be put to
the meeting. In exceptional circumstances the Chairman of the meeting may change his / her voting intention
for the Resolution, in which case an ASX announcement will be made.

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain, subject to compliance with the Corporations Act. By signing this appointment, you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/s he has an interest in the outcome of the Resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest, subject to compliance with the Corporations Act. If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request). If you wish to appoint the proxy to exercise voting power over only some of your Shares, the number of Shares in respect of which this proxy is to operate is ……………….. Shares (Note: proxy will be over all Shares if left blank).

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PROXY FORM

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STEP 2: VOTING DIRECTIONS

I/we direct my/our proxy to vote as indicated below:

e direct my/our proxy to vote as indicated below:
Resolution 1:	For	Against	Abstain
Ratification of the Placement of 1,050,000,000 Shares
Resolution 2:	For	Against	Abstain
Change of Company Name to Clara Resources Australia Ltd
Resolution 3:	For	Against	Abstain
Approval of issue of 200,000,000 Shares to DGR Global Ltd
Resolution 4:	For	Against	Abstain
Approval of issue of 50,000,000 Shares to Laneway Resources Limited
Resolution 5:	For	Against	Abstain
Approval of issue of 200,000,000 Shares to Laneway Resources Limited
Resolution 6:	For	Against	Abstain
Adoption of Employee Performance Rights plan

Individual or Security holder 1 Sole Director and Secretary

Security holder 2 Director

Security holder 3 Director/Company Secretary

Contact Name Contact Daytime Date Telephone

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PROXY FORM

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How to Complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in 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 where you have appointed a member of the Key Management Personnel of the Company (other than the Chairman) or their Closely Related Parties as your proxy, in which case there are additional restrictions explained below. If you mark more than one box on an item your vote on that item will be invalid.

4 Exercise of undirected proxies by Key Management Personnel

The Chairperson of the Meeting intends to vote undirected proxies in favour of all items of business. If you do not wish to authorise the Chairperson to vote your proxy in this way, you should direct your proxy in accordance with the instructions in this proxy form.

5 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company or you may copy this form.

To appoint a second proxy you must:

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

6 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all security holders should sign. Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 11:00 am (Brisbane time) on 27 September 2022, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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PROXY FORM

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Proxy forms may be lodged as follows:

By Mail

Aus Tin Mining Ltd GPO Box 5261 Brisbane QLD 4001

or faxed to (07) 3303 0681

or scanned and emailed to the Company Secretary at [email protected]

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AI assistant

CLARA RESOURCES AUSTRALIA LTD — Proxy Solicitation & Information Statement 2022

64598_rns_2022-08-28_6037e65d-bda8-4365-9e87-60602f405efb.pdf

Notice of General Meeting and Explanatory Memorandum

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Resolution 1. Ratification of the Placement of 1,050,000,000 Shares

VOTING EXCLUSION STATEMENT

Resolution 2. Change of Company Name

Resolution 3. Issue of Shares to DGR Global Ltd under Listing Rule 10.11

Voting exclusion statement

Resolution 4. Issue of 50,000,000 Shares to Laneway Resources Ltd under Listing Rule 10.11 and Chapter 2E of the Corporations Act

Voting exclusion statement

Voting exclusion statement - Chapter 2E of the Corporations Act

Resolution 5. Issue of 200,000,000 Shares to Laneway Resources Ltd under Listing Rule 10.11 and Chapter 2E of the Corporations Act

Voting exclusion statement

Voting exclusion statement - Chapter 2E of the Corporations Act

Resolution 6. Approval of Performance Rights Plan

Voting exclusion statement

GENERAL BUSINESS

EXPLANATORY MEMORANDUM

ORDINARY BUSINESS

Resolution 1. Ratification of the Placement of 1,050,000,000 Shares

1.1 General

1.2 Listing Rules 7.1, 7.1 A and 7.4

1.3 Information required by Listing Rule 7.5

1.4 Directors Recommendation

SPECIAL BUSINESS

Resolution 2. Change of Company Name

ORDINARY BUSINESS

Resolution 3. Issue of shares to DGR Global Ltd under Listing Rule 10.11

3.1 Introduction

3.2 Listing Rule 10.11

3.3 Shareholder approval requirement

3.4 Information for Shareholders

3.5 Chapter 2E of the Corporations Act

3.6 Outcome of voting for and against the Resolution

3.7 Director recommendation

Resolution 4. Issue of 50,000,000 shares to Laneway Resources Limited under Listing Rule 10.11 and Chapter 2E of the Corporations Act

4.1 Introduction

4.2 Relevant legislation - Chapter 2E of the Corporations Act and Listing Rule 10.11

(a) Chapter 2E of the Corporations Act

4.3 Listing Rule 10.11

4.4 Shareholder approval requirement

4.5 Information for Shareholders

Chapter 2E of the Corporations Act

(a) The Related Parties to whom Resolution 4 and would permit the Financial Benefit to be given (section 219(1)(a))

(c) Directors’ recommendation (section 219(1)(c))

(d) Valuation

Market Price movements:

Trading history

Opportunity costs

Taxation consequences

Dilutionary effect

4.6 Listing Rule 10.13

4.6 Outcome of voting for and against the Resolution

4.7 Director recommendation

Resolution 5. Issue of 200,000,000 shares to Laneway Resources Limited under Listing Rule 10.11 and Chapter 2E of the Corporations Act

5.1 Introduction

5.2 Relevant legislation - Chapter 2E of the Corporations Act and Listing Rule 10.11

(a) Chapter 2E of the Corporations Act

5.3 Listing Rule 10.11

5.4 Shareholder approval requirement

5.5 Information for Shareholders

Chapter 2E of the Corporations Act

(a) The Related Parties to whom Resolution 5 and would permit the Financial Benefit to be given (section 219(1)(a))

(b) The nature of the Financial Benefit (section 219(1)(b))

(d) Valuation

Market Price movements:

Trading history

Opportunity costs

Taxation consequences

Dilutionary effect

5.6 Listing Rule 10.13

Resolution 6. Approval of Performance Rights Plan

6.1 Introduction

6.2 Listing Rules

6.3 Information for Shareholders

6.4 Further considerations

CLARA RESOURCES AUSTRALIA LTD Proxy Solicitation & Information Statement 2022