CORE ENERGY MINERALS LTD — Proxy Solicitation & Information Statement 2023

Feb 23, 2023

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OAR Resources Limited ACN 009 118 861

Notice of General Meeting

A general meeting of the Company will be held as follows:

Time and date: 10.30am (AWST) on Thursday, 30 March 2023

Location: Unit 3, 32 Harrogate Street, West Leederville WA 6007

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6117 4797.

Shareholders are urged to vote by lodging the Proxy Form

OAR Resources Limited ACN 009 118 861 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of OAR Resources Limited will be held at Unit 3, 32 Harrogate Street, West Leederville WA 6007 on 30 March 2023 at 10.30am (AWST) ( Meeting ). ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 March 2023 at 10.30am (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

• 1 Resolutions

Resolution 1 – Ratification of issue of Deposit Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 40,000,000 Deposit Shares to the Sellers (or their nominees) issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Ratification of issue of Completion Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 200,000,000 Completion Shares to the Sellers (or their nominees) issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Approval of issue of Milestone Shares

To consider and, if thought fit, to pass without or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of the Milestone Shares to the Sellers (or their nominees) as follows:

• (a) 80,000,000 Milestone 1 Shares; and

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(b) 80,000,000 Milestone 2 Shares,

on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

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

• (a) Resolution 1 by or on behalf of the Sellers (or their nominees) and any person who participated in the issue of the Deposit Shares or is a counterparty to the agreement being approved, or any of their respective associates;

• (b) Resolution 2 by or on behalf of the Sellers (or their nominees) and any person who participated in the issue of the Completion Shares or is a counterparty to the agreement being approved, or any of their respective associates;

• (c) Resolution 3(a) by or on behalf of the Sellers (or their nominees) and any other person who will obtain a material benefit as a result of the issue of the Milestone 1 Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and

• (d) Resolution 3(b) by or on behalf of the Sellers (or their nominees) and any other person who will obtain a material benefit as a result of the issue of the Milestone 2 Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

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

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote, 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.

BY ORDER OF THE BOARD

Yugi Gouw CFO & Company Secretary OAR Resources Limited

Dated: 24 February 2023

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OAR Resources Limited ACN 009 118 861

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Unit 3, 32 Harrogate Street, West Leederville WA 6007 on Thursday, 30 March 2023 at 10.30am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 – Ratification of issue of Deposit Shares
Section 4	Resolution 2 – Ratification of issue of Completion Shares
Section 5	Resolution 3(a) and (b) – Approval of issue of Milestone Shares
Schedule 1	Definitions

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

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2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1 Voting in person

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

2.2

Voting by proxy

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

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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

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

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

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (b) the appointed proxy is not the chair of the meeting;

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• (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and

• (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

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

2.3 Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

2.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@oarresources.com.au by Tuesday, 28 March 2023.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

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3. Resolution 1 – Ratification of issue of Deposit Shares

3.1 General

On 3 November 2022, the Company announced that it had signed a binding agreement to acquire a lithium project near Wiluna in Western Australia, consisting of granted tenement EL53/2198 and two tenement applications, ELA53/2229 and ELA53/2230 (the Project ).

The Company acquired the Project via the acquisition of 100% of the issued capital in First Standard Minerals Pty Ltd (the Acquisition ) which, in turn, owns the Project through its wholly owned subsidiary, Denchi Pty Ltd. The vendors of First Standard are the ten shareholders of First Standard, and are all unrelated parties to the Company ( Sellers ) holding fully paid ordinary shares in the capital of First Standard as at the date of the Acquisition agreement

The Company agreed to provide the following consideration in return for the Acquisition:

• (a) 40,000,000 Shares ( Deposit Shares ) as a non-refundable deposit;

• (b) 200,000,000 Shares ( Completion Shares ) on completion of the Acquisition ( Completion );

• (c) the issue of:

• (i) 80,000,000 Shares ( Milestone 1 Shares ) subject to and conditional upon the granting of ELA53/2229 within 12 months from Completion ( Milestone 1 ); and

• (ii) 80,000,000 Shares ( Milestone 2 Shares ) subject to and conditional upon the granting of ELA53/2230 within 12 months from Completion ( Milestone 2 ),

(together, the Milestone Shares ); and

• (iii) $250,000 in Shares at a deemed issue price equal to the higher of $0.01 or the 30-day volume weighted average price of the Company’s shares prior to the date of issue, subject to and conditional upon the Company delineating a maiden inferred JORC Code compliant Mineral Resource at the Tenements of at least 10 million tonnes of Li2O with a minimum grade of 1% Li2O within five years from completion of the acquisition ( JORC Milestone Shares ); and

• (d) granting the Sellers, an aggregate 2% net smelter royalty in respect of all Li2O extracted by the Company from the Tenements,

(collectively, the Consideration ).

50% of Shares issued, or to be issued, as a component of the Consideration will be subject to voluntary escrow for a period of 6 months from the date of issue.

The issue of JORC Milestone Shares will be subject to the future approval of Shareholders upon satisfaction of the milestone.

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The Deposit Shares and Completion Shares were issued using the Company’s available placement capacity under Listing Rule 7.1 on 10 November 2022 and 7 December 2022, respectively.

On 23 November 2022, the Company announced that tenements E53/2229 and E53/2230 had been granted. Accordingly, Milestone 1 and Milestone 2 have been satisfied.

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Deposit Shares.

3.2

Listing Rules 7.1 and 7.4

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

The issue of the Deposit Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12 month period following the issue of the Deposit Shares.

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

The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, 40,000,000 Deposit Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, 40,000,000 Deposit Shares will continue to be included in the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 40,000,000 Equity Securities for the 12 month period following the issue of the Deposit Shares.

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Deposit Shares:

• (a) The Deposit Shares were issued to the Sellers, none of whom is a related party of the Company or a Material Investor.

• (b) The 40,000,000 Deposit Shares were issued using the Company’s available placement capacity under Listing Rule 7.1.

• (c) The Deposit Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

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• (d) The Deposit Shares were issued on 10 November 2022.

• (e) The Deposit Shares were issued for nil cash consideration as they were issued in consideration for the Acquisition. Accordingly, no funds will be raised by their issue.

• (f) The material terms of the Acquisition are set out above at Section 3.1.

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

3.4 Additional information

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

4. Resolution 2 – Ratification of issue of Completion Shares

4.1

General

The background to the Acquisition is summarised in Section 3.1.

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Completion Shares.

4.2

Listing Rules 7.1 and 7.4

A summary of Listing Rule 7.1 and 7.4 are set out above at Section 3.2.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 2 is passed, 200,000,000 Completion Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, 200,000,000 Completion Shares will continue to be included in the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 200,000,000 Equity Securities for the 12 month period following the issue of the Completion Shares.

4.3

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Completion Shares:

• (a) The Completion Shares were issued to the Sellers, none of whom is a related party of the Company or a Material Investor.

• (b) The 200,000,000 Completion Shares were issued using the Company’s available placement capacity under Listing Rule 7.1.

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• (c) The Completion Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Completion Shares were issued on 7 December 2022.

• (e) The Completion Shares were issued for nil cash consideration as they were issued in consideration for the Acquisition. Accordingly, no funds will be raised by their issue.

• (f) The material terms of the Acquisition are set out above at Section 3.1.

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

4.4 Additional information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 3(a) and (b) – Approval of issue of Milestone Shares

5.1 General

The background to the Acquisition is summarised in Section 3.1.

Resolution 3(a) and (b) seek Shareholder approval pursuant to Listing Rule 7.1 for the issue of 80,000,000 Milestone 1 Shares and 80,000,000 Milestone 2 Shares, respectively.

Resolution 3(a) and (b) are separate ordinary resolutions.

5.2

Listing Rule 7.1

A summary of Listing Rule 7.1 is provided above at Section 3.2.

Listing Rule 7.2 exception 17 applies as the issue the of the Milestone Shares is subject to the approval of Shareholders under Listing Rule 7.1.

If Resolution 3(a) is passed, the Company will be able to proceed with the issue of the Milestone 1 Shares in accordance with the terms of the Acquisition agreement.

If Resolution 3(b) is passed, the Company will be able to proceed with the issue of the Milestone 2 Shares in accordance with the terms of the Acquisition agreement.

If Resolution 3(a) is not passed, the Company will not be able to proceed with the issue of the Milestone 1 Shares in accordance with the terms of the Acquisition agreement.

If Resolution 3(b) is not passed, the Company will not be able to proceed with the issue of the Milestone 2 Shares in accordance with the terms of the Acquisition agreement.

5.3

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Milestone Shares:

• (a) The Milestone Shares will be issued to the Sellers described in Section 3.1, none of whom is a related party of the Company or a Material Investor.

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• (b) A total of up to 160,000,000 Milestone Shares will be issued, composed of:

• (i) 80,000,000 Milestone 1 Shares, the subject of Resolution 3(a); and

• (ii) 80,000,000 Milestone 2 Shares, the subject of Resolution 3(b).

• (c) The Milestone Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Milestone Shares will be issued no later than 3 months after the date of the Meeting.

• (e) The Milestone Shares will be issued for nil cash consideration as they are being issued in consideration for the Acquisition. Accordingly, no funds will be raised by their issue.

• (f) The material terms of the Acquisition are set out above at Section 3.1.

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

5.4 Additional information

Resolution 3(a) and (b) are separate ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 3(a) and (b).

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means OAR Resources Limited (ACN 009 118 861).
Completion Shares	has the meaning given in Section 3.1.
Consideration	has the meaning given in Section 3.1.
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Deposit Shares	has the meaning given in Section 3.1.
Director	means a director of the Company.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Inferred Mineral	has the meaning given in the JORC Code.
Resource
JORC Code	means the Joint Ore Reserves Committee Australian Code (2012) for
	reporting of Mineral Resources and Ore Resources.
JORC Milestone Shares	has the meaning given in Section 3.1.
Listing Rules	means the listing rules of ASX.
Material Investor	means, in relation to the Company:
	(a) a related party;
	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) an associate of the above,

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who received or will receive Securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue.

Meeting has the meaning given in the introductory paragraph of the Notice. Milestone 1 has the meaning given in Section 3.1. Milestone 1 Shares has the meaning given in Section 3.1. Milestone 2 has the meaning given in Section 3.1. Milestone 2 Shares has the meaning given in Section 3.1. Milestone Shares means the Milestone 1 and Milestone 2 Shares. Notice means this notice of general meeting. Proxy Form means the proxy form attached to the Notice. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights). Sellers has the meaning given in Section 3.1. Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Tenements means exploration licences EL53/2198, EL53/2229 and EL53/2230.

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