CODRUS MINERALS LIMITED — AGM Information 2021

Oct 24, 2021

CODRUS MINERALS LIMITED ACN 600 818 157 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9:00 am (WST) DATE : 29 November 2021 PLACE : Level 3, 24 Outram Street West Perth, Western Australia 6005

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

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

IMPORTANT INFORMATION: Due to the COVID-19 pandemic, the Meeting will be held as a hybrid meeting. If you are a shareholder and you wish to virtually attend the Meeting, please pre-register in advance for the virtual meeting using the online attendance instructions within this Notice of Meeting.

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 9:00 am (WST) on 27 November 2021.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREW RADONJIC

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

“That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Andrew Radonjic, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPOINTMENT OF AUDITOR AT FIRST AGM

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, Stantons International Audit and Consulting Pty Ltd (ACN 144 581 519), having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting."

5. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – SCOTT WILLIAMSON

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,500,000 Performance Rights to Scott Williamson (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

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Codrus Minerals Limited – Notice of Annual General Meeting

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

6. RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY – HAMISH HALLIDAY

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 3,000,000 Performance Rights to Hamish Halliday (or his nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 25 October 2021

By order of the Board

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Jamie Byrde Company Secretary

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Codrus Minerals Limited – Notice of Annual General Meeting

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 4 – Issue of Performance Rights to Related Party – Scott Williamson	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 4 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 4 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 5 – Issue of Performance Rights to Related Party – Hamish Halliday	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party.

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Codrus Minerals Limited – Notice of Annual General Meeting

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statement :

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 4 – Issue of Performance Rights to Related Party – Scott Williamson	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Scott Williamson) or an associate of that person or those persons.
Resolution 5 – Issue of Performance Rights to Related Party – Hamish Halliday	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Hamish Halliday) or an associate of that person or those persons.

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

• (a) a person as 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.

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Codrus Minerals Limited – Notice of Annual General Meeting

Voting online attendance

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to https://investor.automic.com.au/#/home

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “View” when this appears

4. Click on “Register” and follow the steps

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting

6. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen

7. Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted.

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 member 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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9425 5217.

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Codrus Minerals Limited – Notice of Annual General Meeting

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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://codrusminerals.com.au/ .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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NOM AGM - 2021 - Codrus (20 10 21) Clean V2

2.3 Previous voting results

As this is the Company’s first annual general meeting, the remuneration report of the Company has not been considered before. Accordingly, a Spill Resolution will not be relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREW RADONJIC

3.1 General

Listing Rule 14.4 and clause 14.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Andrew Radonjic, who has served as a Director since 1 August 2017, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Radonjic is a geologist and mineral economist with over 30 years of experience in mining and exploration, with a specific focus on gold and nickel in the Eastern Goldfields of Western Australia. Mr Radonjic began his career at the Agnew Nickel Mine before spending over 17 years in the Paddington, Mount Pleasant and Lady Bountiful Extended gold operations north of Kalgoorlie, where he has fulfilled a variety of senior roles which gave rise to three gold discoveries, totalling in excess of 3 million ounces in resources and in the development of over 1 million ounces. Mr Radonjic holds a BAppSc (Mining Geology), MSc (Mineral Economics) and MAusIMM. Mr Radonjic is Managing Director of Venture Minerals Limited and NonExecutive Director of Blackstone Minerals Limited and Fin Resources Limited.

3.3 Independence

If re-elected the Board does not consider Mr Radonjic will be an independent Director.

3.4 Board recommendation

The Board has reviewed Mr Radonjic’s performance since his appointment to the Board and considers that Mr Radonjic’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Radonjic’s and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPOINTMENT OF AUDITOR AT FIRST AGM

Section 327B(1) of the Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and at any subsequent annual general meeting thereafter where there is a vacancy.

The Directors appointed Stantons International Audit and Consulting Pty Ltd (ACN 144 581 519) ( Stantons ) as the Company’s auditor following registration of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Stantons to be

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appointed as the Company’s auditor. A copy of this nomination is attached to this Notice as Annexure 1.

Stantons has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval of this Resolution.

If this Resolution is passed, the appointment of Stantons as the Company’s auditor will take effect at the close of this Meeting.

5. RESOLUTIONS 4 AND 5 – ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES – SCOTT WILLIAMSON & HAMISH HALLIDAY

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 4,500,000 Performance Rights to Scott Williamson and Hamish Halliday (or their nominees) (together, Related Parties ) pursuant to the Employee Securities Incentive Plan ( Plan ) on the terms and conditions set out below ( Performance Rights ). The Performance Rights are to be issued in consideration for consultancy services provided by the Related Parties to the Company.

Three Tranches of Performance Rights will be issued, as set out in the below table:

Recipient	Tranche A	Tranche B	Tranche C	Total
Scott Williamson	450,000	600,000	450,000	1,500,000
Hamish Halliday	900,000	1,200,000	900,000	3,000,000

The full terms and conditions of the Performance Rights are set out in Schedule 1.

Resolution 4 to 5 seek Shareholder approval for the grant of the Performance Rights to the Related Parties set out above.

5.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

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

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

The issue of the Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a director of Blackstone Minerals Limited ( Blackstone ), which effectively controls the Company.

The Directors have not formed a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the

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issue of the Performance Rights. Accordingly, Shareholder approval for the issue of Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

5.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

• 10.14.1 a director of the entity;

• 10.14.2 an associate of a director of the entity; or

• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

As noted in Section 5.2 above, the Company is seeking Shareholder approval for the issue of the Performance Rights to the Related Parties on the basis that they are directors of Blackstone.

Resolutions 4 to 5 seek the required Shareholder approval for the issue of the Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 to 5 are passed, the Company will be able to proceed with the issue of the Performance Rights to the Related Parties under the Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolution 4 to 5 are not passed, the Company will not be able to proceed with the issue of the Performance Rights to the Related Parties under the Plan.

5.5 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 4 to 5:

• (a) the Performance Rights will be issued to the following persons:

• (i) Scott Williamson (or his nominee) pursuant to Resolution 4; and

• (ii) Hamish Halliday (or his nominee) pursuant to Resolution 5.

• (b) Messrs Williamson and Halliday fall within ASX Listing Rule 10.14.3 as they are directors of Blackstone which effectively controls the Company.”

• (c) the Company is seeking Shareholder approval for the issue of the Performance Rights to the Related Parties on the basis that they are directors of Blackstone;

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Codrus Minerals Limited – Notice of Annual General Meeting

• (d) the maximum number of Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 4,500,000 comprising:

• (i) 1,500,000 Performance Rights to Scott Williamson (or his nominee) pursuant to Resolution 4; and

• (ii) 3,000,000 Performance Rights to Hamish Halliday (or his nominee) pursuant to Resolution 5.

• (e) 2,600,000 Performance Rights have previously been issued to employees of the Company under the Plan. No Performance Rights have previously been issued to directors of the Company under the Plan;

• (f) a summary of the terms and conditions of the Performance Rights is set out in Schedule 1;

• (g) the Performance Rights are unquoted securities. The Company has chosen to issue Performance Rights to the Related Parties for the following reasons:

• (i) the Performance Rights are unquoted; therefore, the issue of the Performance Rights has no immediate dilutionary impact on Shareholders;

• (ii) the milestones attaching to the Performance Rights will align the interests of the Related Parties (who are consultants of the Company) with those of Shareholders;

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed;

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

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

• (ii) the consultancy services to be provided by the Related Parties; and

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

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

• (i) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

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Codrus Minerals Limited – Notice of Annual General Meeting

Related Party	Current Financial Year	Previous Financial Year
Scott Williamson	Nil	Nil
Hamish Halliday	$40,000	Nil

• (j) the value of the Performance Rights and the pricing methodology is set out in Schedule 2;

• (k) the Performance Rights will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Performance Rights will be issued on one date;

• (l) the issue price of the Performance Rights will be nil, as such no funds will be raised from the issue of the Performance Rights;

• (m) the purpose of the issue of Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties (as consultants of the Company) to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as consultants and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;

• (n) a summary of the material terms and conditions of the Plan is set out in Schedule 3;

• (o) no loans are being made to the Related Parties in connection with the acquisition of the Performance Rights;

• (p) details of any Performance Rights issued under the Performance Rights Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;

• (q) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Plan after Resolutions 4 and 5 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

• (r) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	Options	Performance Rights
Scott Williamson	-	-	-
Hamish Halliday	1,250,000	-	-

Notes:

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

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• (s) if the milestones attaching to the Performance Rights issued to the Related Parties are met and the Performance Rights are converted, a total of 4,500,000 Shares would be issued. This will increase the number of Shares on issue from 75,000,004 (being the total number of Shares on issue as at the date of this Notice) to 79,500,004 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 5.66%, comprising 1.89% by Scott Williamson and 3.77% by Hamish Halliday;

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

	Price	Date
Highest	0.235	25/06/2021
Lowest	0.145	30/08/2021
Last	0.160	08/10/2021

(u) The Board recommends that Shareholders vote in favour of Resolutions 4 to 5 for the reasons set out in Sections 5.5(g) and 5.5(m). In forming their recommendation, the Board considered the experience of the Related Parties, the consultancy services to be provided by the Related Parties, the current market price of Shares, the current market standards and practices when determining the number of Performance Rights to be issued to each of the Related Parties, as well as the exercise price and expiry date of those Performance Rights; and

• (v) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 4 to 5.

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Codrus Minerals Limited – Notice of Annual General Meeting

GLOSSARY

$ means Australian dollars.

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

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.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Codrus Minerals Ltd (ACN 600 818 157).

Constitution means the Company’s constitution.

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.

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

Listing Rules means the Listing Rules of ASX.

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

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Codrus Minerals Limited – Notice of Annual General Meeting

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021.

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.

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

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Codrus Minerals Limited – Notice of Annual General Meeting

ANNEXURE 1 – NOMINATION OF AUDITOR LETTER

20 October 2021

The Board of Directors Codrus Minerals Limited Level 3 24 Outram Street West Perth, WA 6005

I, Andrew Strickland, being a member of Codrus Minerals Limited (ACN 600 818 157) ( Company ), nominate Stantons International Audit and Consulting Pty Ltd (ACN 144 581 519) in accordance with section 328B(1) of the Corporations Act 2001 (Cth) ( Act ) to fill the office of auditor of the Company.

Please distribute copies of this notice of this nomination as required by section 328B(3) of the Act.

Signed and dated 20 October 2021:

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Andrew Strickland

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Codrus Minerals Limited – Notice of Annual General Meeting

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

Set out below are the terms and conditions of the Performance Rights to be granted to the Related Parties:

(a) Performance Milestone Conditions and Expiry Dates

The Performance Rights shall be subject to the following Performance Milestone Conditions ( Milestones ) and shall have the following Expiry Dates :

Class of
Performance	Milestone	Expiry Date
Rights
Class A	(a) The Company’s shares achieving a volume weighted	On or before
Performance	average price per share of $0.40 or more calculated over	the date that
Rights	any 20 consecutive trading days on which trades in the	is 5 year from
	shares are recorded on ASX; and	issue.
	(b) the holder completing 12 months of continuous service as
	a consultant of the Company.
Class B	(a) The Company achieving, in respect of any of the mining	On or before
Performance	tenements or projects it holds an interest in at the issue date	the date that
Rights	of the Performance Rights or acquires at any date in the	is 5 year from
	future, a drill result greater than or equal to:	issue.
	(i) a 30, gram x metre Gold intersection (with a
	minimum cut off grade of 0.2 g/t Au); or
	(ii) a 10, % x metre Nickel intersection (with
	a minimum cut off grade of 0.2 %/t Ni); or
	(iii) a 18, % x metre Copper intersection (with a
	minimum cut off grade of 0.3 %/t Cu),
	with the intersection being signed off by an independent
	geologist (the intersection is calculated by multiplying the
	grade of the metal (g/t or %) by the intercept width (m’s));
	and
	(b) the holder completing 24 months of continuous service
	as a consultant of the Company.
Class C	The Company achieving a JORC compliant inferred mineral	On or before
Performance	resource estimate of either:	the date that
Rights	(a) 500000 ounces of Gold with a minimum cut off grade	is 5 year from
	, , of 0.2g/t Au; or	issue.
	(b) 50,000 tonnes of Nickel, with a minimum cut off grade
	of 0.2% Ni; or
	(c) 90,000 tonnes of Copper,with a minimum cut off grade
	of 0.3% Cu,
	in respect of any of the mining tenements or projects it holds an interest
	in at the issue date of the Performance Rights or acquires at any date
	in the future, as signed off by an independent geologist.

(b) Notification to holder

The Company shall notify the holder in writing when the relevant Milestone has been satisfied.

(c) Conversion

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Codrus Minerals Limited – Notice of Annual General Meeting

Subject to paragraph (p), upon satisfaction of the applicable Milestone, and the issue of the notice referred to in paragraph (b) above, each Performance Right will automatically convert into one Share.

(d)

Conversion on change of control

Subject to paragraph (p) below and notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:

• (i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company having received acceptances for more than 50% of the Company’s Shares on issue and being declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

the Performance Rights shall automatically convert into Shares, provided that if the number of Shares that would be issued upon such conversion is greater than 10% of the Company’s Shares on issue as at the date of conversion, then that number of Performance Rights that is equal to 10% of the Company’s Shares on issue as at the date of conversion under this paragraph will automatically convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Rights then on issue as well as on a pro rata basis for each holder of Performance Rights. Performance Rights that are not converted into Shares under this paragraph will continue to be held by the holders on the same terms and conditions.

(e) Lapse of a Performance Right

Any Performance Right that has not been converted into a Share prior to the Expiry Date specified in paragraph (a) will automatically lapse. For the avoidance of doubt, a Performance Right will not lapse in the event a relevant Milestone is met before the Expiry Date and the Shares the subject of a conversion are deferred in accordance with paragraph (p) below.

(f) Fraudulent or dishonest action

If a holder ceases to be an employee or Director or consultant of the Company in circumstances where the cessation or termination is specifically referenced to the holder having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

• (i) the Board must deem any Performance Rights of the holder to have immediately lapsed and be forfeited; and

• (ii) any Performance Rights that have vested will continue in existence in accordance with their terms of issue only if the relevant Milestone has previously been met, and any Shares issued on satisfaction of the applicable Milestone will remain the property of the holder.

(g) Ceasing to be an employee or Director

If a holder ceases to be an employee or Director or consultant of the Company in circumstances where the cessation or termination arises because the holder:

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Codrus Minerals Limited – Notice of Annual General Meeting

• (i) voluntarily resigns his or her position (other than to take up employment or an appointment with a subsidiary of the Company);

• (ii) wilfully breaches the terms of the engagement of the holder or any policy of the Company’s published policies regulating the behaviour of holder;

• (iii) is convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation or the business of the Company; or

• (iv) is found guilty of a breach of the Corporations Act and the Board considers that it brings the holder or the Company into disrepute,

then:

• (v) unless the Board decides otherwise in its absolute discretion, will deem any Performance Rights of the holder to have immediately lapsed and be forfeited; and

• (vi) any Performance Rights that have vested will continue in existence in accordance with their terms of issue only if the relevant Milestone has previously been met and any Shares issued on satisfaction of the applicable Milestone will remain the property of the holder.

(h) Other circumstances

The Performance Rights will not lapse and be forfeited where the holder ceases to be an employee or Director or consultant of the Company for one of the following reasons:

• (i) death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, the holder is unable to work in his or her own or any occupation for which they are suited by training, education, or experience for a period beyond one year);

• (ii) redundancy (being where the holder ceases to be an employee or Director due to the Company no longer requiring the holder’s position to be performed by any person); or

• (iii) any other reason, other than a reason listed in paragraph (f) and

• (iv) (g) (not including (g)(i), in which case the Board may exercise its absolute discretion to allow the resigned to retain their Performance Right), that the Board determines is reasonable to permit the holder to retain his or her Performance Rights,

and in those circumstances the Performance Rights will continue to be subject to the applicable Milestone.

(i) Share ranking

All Shares issued upon the conversion of Performance Rights will upon issue rank pari passu in all respects with existing Shares.

• (j) Application to ASX

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Codrus Minerals Limited – Notice of Annual General Meeting

The Performance Rights will not be quoted on ASX.

(k)

Timing of issue of Shares on Conversion

Within 5 Business Days after the date that Performance Rights are converted, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

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

(l)

Transfer of Performance Rights

The Performance Rights are not transferable.

(m)

Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(n)

Reorganisation of capital

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

(o)

Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote on any resolutions proposed by the Company (except as otherwise required by law) or receive dividends.

(p)

Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

(i) holders may give written notification to the Company if they consider that

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Codrus Minerals Limited – Notice of Annual General Meeting

the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition;

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (i) within seven days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(q) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(r) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(s) Tax Deferral

For the avoidance of doubt, Subdivision 83A-C of the Income Tax Assessment Act 1997¸ which enables tax deferral on performance rights, applies (subject to the conditions in that Act) to the Performance Rights.

(t) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(u)

ASX Listing Rule compliance

The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

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Codrus Minerals Limited – Notice of Annual General Meeting

SCHEDULE 2 – VALUATION OF PERFORMANCE RIGHTS

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Codrus Minerals Limited – Notice of Annual General Meeting

PO Box 1908 West Perth WA 6872 Australia

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

12 October 2021

ABN: 42 128 908 289 AFS Licence No: 448697 www.stantons.com.au

The Directors Codrus Minerals Limited Suite 3, Level 3, 24 Outram Street West Perth WA 6005

Dear Directors,

Performance Rights Valuation

1 Introduction

• 1.1 At the request of Codrus Minerals Limited (“ Codrus ” or the “ Company ”), Stantons Corporate Finance Pty Ltd (“ Stantons ”) hereby sets out our technical valuation for the following performance rights (“ Performance Rights ”), to be issued subject to shareholder approval at the Company’s upcoming Annual General Meeting (the “ AGM ”).

Table 1. Performance Rights Details

Security	Recipient	Number	Details	Key Vesting Condition	Expiry Date
Class A Performance Rights	Hamish Halliday	900,000	Performance Rights issued for nil consideration each exercisable into one ordinary share at any time between	The Company’s shares achieving a volume weighted average price (“VWAP”) of $0.40 over 20 consecutive trading days on which trades in Codrus shares are recorded on ASX, and the holder completing 12 months of continuous service at the Company	5 years from the date of issue
	Scott Williamson
		450000	meeting the vesting
		,	conditions and
			the expiry date
Class B Performance Rights	Hamish Halliday	1,200,000	Performance Rights issued for nil consideration each exercisable into one ordinary share at any time between meeting the vesting conditions and the expiry date	The Company achieving, in respect of any of the mining tenements or projects it holds an interest in at the issue date or acquires in the future, a drill result greater than or equal to: •A 30 gram x metre gold intersection (with a minimum cut off grade of 0.2g/t; or •A 10% x nickel intersection (with a minimum cut off grade of 0.2%/t; or •A 18% x metre copper intersection (with a minimum cut off grade of 0.3%/t, with the intersection being signed off by an independent geologist, and the holder completing 24 months continuous service at the Company	5 years from the date of issue
	Scott Williamson	600,000

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Liability limited by a scheme approved under Professional Standards Legislation

Stantons Is a member of the Russell Bedford International network of firms

Codrus Minerals Limited Performance Rights Valuation 12 October 2021

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Class C Performance Rights	Hamish Halliday	900,000	Performance Rights issued for nil consideration each exercisable into one ordinary share at any time between meeting the vesting conditions and	The Company achieving a JORC1compliant inferred mineral resource estimate of either: •500,000 ounces of gold, with a minimum cut off grade of 0.2g/t; or •50,000 tonnes of nickel with a minimum cut off grade of 0.2%; or •90,000 tonnes of copper with a minimum cut off grade of 0.3%, in respect of any of the mining tenements or projects it holds an interest in at the issue date or acquires in the future, as signed off by an independent geologist	5 years from the date of issue
	Scott Williamson	450000
		,	the expiry date

• 1.2 The Performance Rights have been valued in accordance with AASB2: Share Based Payments (“ AASB 2 ”) for the purpose of the Notice of Meeting (“ NoM ”) to be issued in advance of the AGM.

2 Valuation

Valuation Methodology

• 2.1 AASB 2 requires the fair value of share-based payments to be estimated using a valuation technique that indicates what the price of those equity instruments would have been on the grant date in an arm’s length transaction between knowledgeable, willing parties. The valuation technique must be consistent with generally accepted valuation methodologies for pricing financial instruments.

Class A Performance Rights

• 2.2 The VWAP based vesting conditions are market-based vesting conditions. Under AASB 2, the value impact of a market condition should be included in the fair value determination at the grant date. A Monte Carlo simulation was used to incorporate a probability-based value impact of the market condition to determine the fair value of the Class A Performance Rights.

• 2.3 Using Monte Carlo simulation methodology, we simulated future Codrus share prices from 11 October 2021 to 11 October 2026, using trading day increments. Based on the simulated share prices, we calculated the 20-day VWAPs as at each day during the period.

• 2.4 For the valuation purpose we assumed all Class A Performance Rights will be exercised immediately on vesting.

• 2.5 In each iteration, we determined whether the market condition was met based on whether the simulated 20-day VWAP was greater than the hurdle price of $0.40 at any time. In iterations where the condition was met, the value of a Class A Performance Right was considered to be the simulated share price on the date the vesting condition was met, discounted to present value at the risk-free rate. If the condition was not met, the value was nil for that iteration.

• 2.6 The fair value for the Class A Performance Rights was determined as the average simulated payoff over 100,000 iterations.

Class B Performance Rights and Class C Performance Rights

• 2.7 The Class B Performance Rights and Class C Performance Rights are subject to non-market conditions only. Under AASB 2, a non-market vesting condition should not be accounted for when determining the fair value at the grant date. Instead, a non-market condition should be taken into account by adjusting the number of Class B Performance Rights and Class C Performance Rights included in the measurement of the transaction amount so that, ultimately, the amount recognised for the goods and services received as consideration for the equity instruments granted shall be

1 Joint Ore Reserves Committee Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 Edition

Page 2 of 5

Codrus Minerals Limited Performance Rights Valuation 12 October 2021

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based on the number of Class B Performance Rights and Class C Performance Rights that eventually vest.

• 2.8 The Black Scholes option valuation methodology was used to value the Class B Performance Rights and Class C Performance Rights. This methodology was used with the expectation that the majority of the Class B Performance Rights and Class C Performance Rights will be exercised towards the end of their term, and therefore a European option pricing model is appropriate.

Valuation Inputs

Grant Date

• 2.9 Under AASB 2, share-based payments should be measured at their grant date, being the date at which there is a mutual understanding of the terms and a legally enforceable agreement. Where shareholder approval is required, the date on which approval is obtained is considered the grant date for financial reporting purposes.

• 2.10 Accordingly, the grant date of the Performance Rights for financial reporting purposes will be the date of the AGM.

• 2.11 For the purpose of the valuation, we have assumed a grant date of 11 October 2021.

Expiry Date

• 2.12 The Performance Rights will expire 5 years from the date of issue. For the valuation purpose, we assumed an expiry date of 11 October 2026, based on the assumed grant date.

Spot Price

• 2.13 The closing price of Codrus shares traded on the Australian Securities Exchange (“ ASX ”) as at 11 October 2021 was $0.160, and this is the deemed spot price for the valuation purpose.

Exercise Price

• 2.14 The Performance Rights have nil exercise price.

VWAP Hurdle

• 2.15 The Class A Performance Rights are subject to a 20-day VWAP hurdle of $0.40.

Risk-Free Rate

• 2.16 We used the five-year Australian government bond rate as a proxy for the risk-free rate, being approximately 0.935% as at 8 October 2021. We note the assumptions of the Monte Carlo simulation and Black Scholes model include that the risk-free rate should be on a continuously compounded basis and we converted the quoted rate to 0.9394% accordingly.

Volatility

• 2.17 We note Codrus listed on ASX on 23 June 2021. Therefore, there is insufficient historical data to calculate the historical volatility factor over a period commensurate with the term of the Performance Rights. However, we note the annualised volatility of Codrus since listing is 85.29% (based on daily closing prices).

• 2.18 Accordingly, with reference to AASB 2, we calculated the expected volatility factor based on the average historical volatility factor of a group of ASX listed gold exploration companies with similar market capitalisations to Codrus. The average annualised volatility of the comparable companies over the five years to 11 October 2021, based on daily closing prices, was 86.35%.

• 2.19 Based on the above analysis, we used an expected volatility factor of 85%.

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Codrus Minerals Limited Performance Rights Valuation 12 October 2021

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Dividends

• 2.20 We assumed no dividends will be declared or paid by the Company during the term of the Performance Rights.

Valuation

• 2.21 Based on the above, our assessed values of the Performance Rights as at 11 October 2021 are as follows.

Table 2. Performance Rights Valuation

	Class A Performance Rights	Class A Performance Rights	Class B Performance Rights	Class B Performance Rights	Class C Performance Rights	Class C Performance Rights
Vesting condition	VWAP (market)		Non-market		Non-market
Methodology	Monte Carlo		Black Scholes		Black Scholes
Iterations	100,000		n/a		n/a
Assumed grant date	11 October 2021		11 October 2021		11 October 2021
Assumed expiry date	11 October 2026		11 October 2026		11 October 2026
Share price at assumed grant date ($)	0.160		0.160		0.160
Exercise price ($)	nil		nil		nil
VWAP hurdle	0.400		n/a		n/a
Risk-free rate (%)	0.9394		0.9394		0.9394
Volatility (%)	85		85		85
Fair value per Performance Right ($)	0.13552		0.1600		0.1600
Recipient	Hamish Halliday	Scott Williamson	Hamish Halliday	Scott Williamson	Hamish Halliday	Scott Williamson
Number	900,000	450,000	1,200,000	600,000	900,000	450,000
Total fair value ($)	121,955	60,978	192,000	96,000	144,000	72,000

• 2.22 We note the above values of the Class B Performance Rights and Class C Performance Rights are undiscounted, i.e., the non-market vesting conditions are not considered in calculating the fair value.

• 2.23 At the grant date, the directors will need to estimate the probability that the non-market vesting conditions will be met for the Class B Performance Rights and Class C Performance Rights.

• 2.24 For each of the Class B Performance Rights and Class C Performance Rights, if it is considered unlikely the vesting condition will be met (<50% probability) nil value should be recognised for those Performance Rights in the Codrus accounts. If it is considered more likely than not that the

2 Value has been rounded

Page 4 of 5

Codrus Minerals Limited Performance Rights Valuation 12 October 2021

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vesting condition will be met (>50% probability) then the Company should recognise an amount based on the full undiscounted value for those Performance Rights.

• 2.25 The directors should reassess the likelihood of meeting the vesting conditions at each subsequent reporting date, and update the value recognised if the number of Class B Performance Rights or Class C Performance Rights expected to vest changes.

3 Conclusion

• 3.1 The valuations noted above are not necessarily the market prices that the Performance Rights could be traded at and are not necessarily the appropriate values for taxation purposes. Recipients of the Performance Rights should seek their own advice as to the tax treatments of receiving the Performance Rights.

• 3.2 Should you wish to discuss the above, do not hesitate to contact the undersigned.

Yours faithfully,

STANTONS CORPORATE FINANCE PTY LTD

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James Turnbull Authorised Representative

Page 5 of 5

SCHEDULE 3 – TERMS AND CONDITIONS OF PLAN

Employee Incentive Scheme

The Company has adopted an employee securities incentive plan ( Plan ), a summary of which is set out below. The full terms of the Plan may be inspected at the registered office of the Company during normal business hours.

(a) Eligible Participant

Eligible Participant means a person that:

• (i) is an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

• (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

(b) Maximum allocation

The Company must not make an offer of Securities under the Plan where the total number of Shares issued under the Plan ( Plan Shares ) that may be issued, or acquired upon exercise of securities convertible into Shares issued under the Plan ( Convertible Securities ) offered, when aggregated with the number of Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period would exceed 5% of the total number of Shares on issue at the date of the offer.

The maximum number of equity securities proposed to be issued under the Plan for the purposes of the ASX Listing Rules is 7,500,000 Shares ( ASX Limit ), meaning that the Company may issue up to the ASX Limit under the Plan, without seeking Shareholder approval and without reducing its placement capacity under ASX Listing Rule 7.1.

The ASX Limit is not intended to be a prediction of the actual number of securities to be issued under the Plan, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13(b)).

(c)

Purpose

The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with Shareholders by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(d)

Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

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Codrus Minerals Limited – Notice of Annual General Meeting

(e) Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(f) Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Participant that has participated ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

(g)

Terms of Convertible Securities

Each Convertible Security represents a right to acquire one or more Shares, subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised, a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. For the avoidance of doubt, a Participant includes any contractor or consultant to the Company.

(h) Vesting

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Plan Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(i) Exercise of Options and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

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Codrus Minerals Limited – Notice of Annual General Meeting

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the Convertible Security exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(j) Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

(k) Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Company policy or wilfully breached his or her duties to the Company(including but not limited to breaching a material term of an employment, executive services or consultancy agreement), the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

A Participant may by written notice to the Company voluntarily forfeit their Convertible Securities for no consideration.

(l) Change in control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities

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Codrus Minerals Limited – Notice of Annual General Meeting

will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

(m) Rights attaching to Plan Shares

All Plan Shares issued or transferred to a Participant upon the valid exercise of a Convertible Security will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

(n)

Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

(o)

Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company pro rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(p)

Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

(q)

Amendment of Plan

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Codrus Minerals Limited – Notice of Annual General Meeting

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(r) Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting through the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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Codrus Minerals Limited – Notice of Annual General Meeting

CODRUS MINERALS LIMITED | ACN 600 818 157

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Proxy Voting Form

If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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Holder Number: [HolderNumber]

Your proxy voting instruction must be received by 9:00am (WST) on Saturday, 27 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

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

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

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

Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online:

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

or scan the QR code below using your smartphone

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

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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VIRTUAL PARTICIPATION AT THE AGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Codrus Minerals Limited, to be held at 9:00am (WST) on Monday, 29 November 2021 virtually and at Level 3, 24 Outram Street, West Perth, Western Australia 6005 hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

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The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,”against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4 and 5 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Resolutions For Against Abstain 1. Adoption of Remuneration Report

1. Re-Election of Director – Andrew Radonjic

2. Appointment of Auditor at First AGM

3. Issue of Performance Rights to Related Party – Scott Williamson

4. Issue of Performance Rights to Related Party – Hamish Halliday

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Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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