DALAROO METALS LTD - AGM Information 2022

ASX: DAL 28 October 2022

Notice of Annual General Meeting and Proxy Form

The Board of Dalaroo Metals Ltd ( ASX: DAL , “Dalaroo” or “Company”) is pleased to invite you to attend the Annual General Meeting of shareholders of the Company to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia 6005 on Wednesday, 30 November 2022 at 11.00am (AWST).

In accordance with Section 110D of the Corporations Act, the Company will not be sending printed copies of the Notice of Annual General Meeting and accompanying Explanatory Memorandum ( Notice of Meeting ) to shareholders, unless a shareholder has previously requested a printed copy.

Instead shareholders can access a copy of the Notice of Meeting, which sets out the agenda and resolutions being put to the meeting, as well as important voting information and an explanatory memorandum, at https://www.dalaroometals.com.au/asxannouncements or from the ASX Market Announcements Platform website. You can also access a copy of the Company’s 2022 annual report at the above Dalaroo website address or on the ASX Market Announcements Platform.

Enclosed for your convenience is a copy of your personalized Proxy Form for the meeting.

If shareholders do not intend to attend the meeting in person, they will be able to participate by voting prior to the meeting by lodging the Proxy Form by no later than 11.00am (AWST) on 28 November 2022, as per the instructions on the Proxy Form.

Whilst the Company intends to proceed with a physical meeting as proposed, depending on the status of the Covid-19 situation and any Government restrictions on public gatherings in place at the time of the meeting, the directors may instead be required to make a decision prior to the meeting that shareholders will not be able to attend the meeting in person. If it becomes necessary or appropriate to make alternative arrangements (subject to the Company’s Constitution) to those set out in the Notice of Meeting, the Company will notify shareholders accordingly via the Company’s website and the ASX Market Announcements Platform.

Accordingly, the directors strongly encourage all shareholders to lodge their directed proxy votes prior to the meeting and appoint the Chair as their proxy. All voting at the meeting will be conducted by poll.

Yours sincerely

On behalf of the Board of Dalaroo Metals Limited

John Arbuckle Company Secretary Dalaroo Metals Limited

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DALAROO METALS LIMITED

ABN 23 648 476 699

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11.00am Perth WST

DATE : 30[th] November 2022

PLACE : The Celtic Club 48 Ord Street West Perth, Western Australia

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

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

BUSINESS OF THE MEETING

AGENDA

1. ANNUAL REPORT

To receive and consider the Financial Report, the Directors’ Report and Auditor’s Report for the year ended 30 June 2022.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

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

“That, for the purpose 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 Annual Report for the financial period ended 30 June 2022.”

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR - DAVID QUINLIVAN

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

“That, for the purpose of Listing Rule 14.4, Article 7.2(b)(iv) of the Constitution, and for all other purposes, Mr David Quinlivan, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR DAVID QUINLIVAN

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,200,000 Incentive Performance Rights to Mr David Quinlivan (or his nominee) under the Plan on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 4 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR ROBERT BEECK

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,200,000 Incentive Performance Rights to Mr Robert Beeck (or his nominee) under the Plan on the terms and conditions set out in the Explanatory Statement.”

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

DALAROO METALS LIMITED

6. RESOLUTION 5 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR HARJINDER KEHAL

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,500,000 Incentive Performance Rights to Mr Harjinder Kehal (or his nominee) under the Plan on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 6 – ADDITIONAL 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the allotment and issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

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

“That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the issue of up to 5,400,000 Securities under the Plan pursuant to exception 13(b) of Listing Rule 7.2 as described in the Explanatory Statement.”

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

9. RESOLUTION 8 – APPROVAL OF POTENTIAL TERMINATION BENEFIT UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

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

“That, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the Plan, the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office is approved under and for the purposes of Part 2D.2 of the Corporations Act and for all other purposes, as described in the Explanatory Statement.”

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

DALAROO METALS LIMITED

Dated: 26 October 2022

By order of the Board.

John Arbuckle Company Secretary

DALAROO METALS LIMITED

Voting Exclusion Statements and Exceptions

The Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolutions	Exclusion Statement
Resolution 1	In accordance with sections 250BD, 250R and 250V of the Corporations Act, 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, subject to the applicable exceptions described in this Notice.
Resolutions 3, 4, 5	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 Mr David Quinlivan, Mr Robert Beeck and Mr Harjinder Kehal) or an associate of those persons. 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 a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.
Resolution 6	The Company will disregard any votes cast in favour of this Resolution if, at the time of the meeting, the Company is proposing to make an issue of Equity Securities under the Additional 10% Placement Capacity, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the Additional 10% Placement Capacity (except a benefit solely by reason of being a holder of Shares) or any associate of those persons.
Resolution 7	A person who is eligible to participate in the employee incentive scheme in question (including Mr David Quinlivan, Mr Robert Beeck and Mr Harjinder Kehal) or an associate of those persons. 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 a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.
Resolution 8	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 a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Further, in accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any persons eligible to participate in the Plan or any of their respective associates, otherwise the benefit of this Resolution will be lost by such persons in relation to that person's future retirement.

DALAROO METALS LIMITED

Resolutions	Exceptions
1, 3, 4, 5, 7 and 8	A person (voter) described in the voting prohibition may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in the voting exclusion and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the 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 the Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
3, 4, 5, 7 and 6	The voting exclusion does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (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 Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Resolutions

Exceptions

1, 3, 4, 5, 7 and 8

A person (voter) described in the voting prohibition may cast a vote on the
Resolution as a proxy if the vote is not cast on behalf of a person
described in the voting exclusion and either:
(a)
the voter is appointed as a proxy by writing that specifies the way
the proxy is to vote on the 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 the
Resolution; and
(ii)
expressly authorises the Chair to exercise the proxy even
if the Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management
Personnel.

3, 4, 5, 7 and 6

The voting exclusion does not apply to a vote cast in favour of the
Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with directions given to the proxy
or attorney to vote on the Resolution in that way;
(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 Shareholder 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
Shareholder 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 Shareholder votes on the Resolution in accordance
with directions given by the beneficiary to the Shareholder
to vote in that way.

DALAROO METALS LIMITED

DETAILS AND VOTING

1. With respect to Resolution 1, the vote on this item is advisory only and does not bind the Directors of the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

2. Voting by Proxy : Sections 250BB and 250BC of the Corporations Act came into effect on 1 July 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
if a poll is demanded for a particular Resolution, any directed proxies which are
not voted (where the appointed proxy is not the chair of the meeting) will automatically default to the Chair, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

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 :

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); and
if the proxy has two or more appointments that specify different ways to vote on
the Resolution – the proxy must not vote on a show of hands; and
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
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).

Transfer of non-chair proxy to chair in certain circumstances

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

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; and
the appointed proxy is not the chair of the meeting;
and at the meeting, a poll is duly demanded on the Resolution;
and either of the following applies:

o the proxy is not recorded as attending the meeting; or

o 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.

3. The Explanatory Statement to Shareholders attached to this Notice is hereby incorporated into and forms part of this Notice.

4. The Directors have determined in accordance with Regulation 7.11.37 of the Corporations Regulations that, for the purposes of voting at the meeting, Shares will be taken to be held by the registered holders at 11.00 am (WST) on 28 November 2022.

Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company’s share registry, Advanced Share Registry Limited:

DALAROO METALS LIMITED

by post to:
110 Stirling Highway, Nedlands WA 6009; or
PO Box 1156, Nedlands WA 6909;
in person at 110 Stirling Highway, Nedlands WA 6009;
by email to [email protected];
by facsimile to +61 8 6370 4203; or
online at www.advancedshare.com.au/investor-login,

so that they are received no later than 48 hours before the commencement of the Meeting.

DALAROO METALS LIMITED

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.

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

1. GENERAL

In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting.

The Notice can be viewed online and downloaded via:

the Company’s website at https://www.dalaroometals.com.au/asxannouncements;
the Company’s ASX platform at https://www2.asx.com.au/markets/company/DAL;
the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address.

2. DISCUSSION OF FINANCIAL STATEMENTS AND REPORTS

The Company’s financial reports for the financial period ended 30 June 2022, together with the Directors’ Report and the Auditor’s Report are placed before the Annual General Meeting thereby giving Shareholders the opportunity to discuss those documents and to ask questions. The Auditor will be attending the Annual General Meeting and will be available to answer any questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
the independence of the Auditor in relation to the conduct of the audit.

Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

3. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to present to its Shareholders the Remuneration Report, as disclosed in the Company’s Annual Report.

Resolution 1 is advisory only and does not bind the Directors or the Company. The Annual Report (together with the Remuneration Report) is available on the Company’s website (www.dalaroometals.com.au).

Under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting and, then again at the Company's next Annual General Meeting, the Company will be required to put to Shareholders a Resolution proposing the calling of a general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

DALAROO METALS LIMITED

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting ( Spill Meeting ) within 90 days of the Company’s Annual General Meeting. All of the Directors who were in office when the Company’s Directors' Report 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 is approved will be the Directors of the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to the Directors and sets out the Company’s remuneration arrangements for each of the Directors and senior management of the Company for the financial period ended 30 June 2022. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial period ending 30 June 2022.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

The Board considers that its current practices of setting executive and non-executive remuneration are within normal industry expectations and provides an effective balance between the need to attract and retain the services of the highly skilled key management personnel that the Company requires. As such, the Directors recommend that Shareholders vote in favour of the Resolution.

4. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DAVID QUINLIVAN

4.1 General

Article 7.2(b) of the Constitution provides that there must be an election of a Director (other than the Managing Director) at each annual general meeting of the Company. Article 7.2(b)(iv) of the Constitution provides that if no person or Director is standing for election or re-election in accordance with Articles 7.2(b)(i), 7.2(b)(ii) or 7.2(b)(iii), any Director who wishes to retire and stand for re-election may do so. Otherwise, the person who has been a Director the longest without re-election must retire and stand for reelection.

Article 7.3 of the Constitution provides that a retiring Director holds office until the conclusion of the meeting at which that Director retires but is eligible for re-election.

The Constitution can be viewed online and downloaded via the Company’s website at https://www.dalaroometals.com.au/asxannouncements.

Under Listing Rule 14.5 a director is required to stand for re-election at this Annual General Meeting and the Board has agreed that Mr Quinlivan will do so.

4.2 Experience

Mr Quinlivan is a mining engineer with significant mining and executive leadership experience, having held 11 years of service at WMC Resources Limited, followed by a number of high-profile mining development positions.

Since 1989, Mr Quinlivan has served as Principal of Borden Mining Services, a mining and consulting services firm, where he has worked on a number of mining projects in various capacities.

Currently, Mr Quinlivan is Chairman of Silver Lake Resources (ASX: SLR). Previously, Mr Quinlivan served as Chief Executive Officer of Sons of Gwalia Ltd (post appointment of administrators), Chief Operating Officer of Mount Gibson Iron Ltd, President, Chief Executive Officer of Alacer Gold Corporation and Chairman of Churchill Mining PLC and Non-Executive Director of Ora Banda Mining (ASX: OBM).

DALAROO METALS LIMITED

4.3 Term of Office

Mr Quinlivan was appointed as a Director of the Company on 5 March 2021.

4.4 Independence

The Board does not consider Mr Quinlivan to be an Independent Director due to his status as a director of Serena Minerals Limited, a substantial Shareholder.

4.5 Special Responsibilities

Mr Quinlivan is a Non-Executive Director and Chairman of the Company and is a member of the Audit & Risk Committee and the Nomination & Remuneration Committee (Chairman).

4.6 Appointment

Mr Quinlivan is a founding Director of the Company. In undertaking its background checks prior to the Company’s IPO, the Board did not become aware of any material adverse information or identify any interest, position or relationship that may be perceived to compromise Mr Quinlivan’s capacity to act in the best interests of the Company and its Shareholders.

4.7 Directors’ Recommendation

The Board (excluding Mr Quinlivan) supports the proposed re-election and recommends that Shareholders vote in favour of the re-election of Mr Quinlivan as a Director.

5. RESOLUTIONS 3 TO 5 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS

5.1 General

The Company has agreed, subject to obtaining Shareholder approval and the renewed adoption of the Plan (refer to Resolution 7), to issue the following performance rights to the Directors under the Plan ( Incentive Performance Rights ):

(a) 1,200,000 Incentive Performance Rights to Mr David Quinlivan (or his nominee), comprising 400,000 Class 1 Performance Rights, 400,000 Class 2 Performance Rights and 400,000 Class 3 Performance Rights (the subject of Resolution 3);
(b) 1,200,000 Incentive Performance Rights to Mr Robert Beeck (or his nominee), comprising 400,000 Class 1 Performance Rights, 400,000 Class 2 Performance Rights and 400,000 Class 3 Performance Rights (the subject of Resolution 4); and
(c) 1,500,000 Incentive Performance Rights to Mr Harjinder Kehal (or his nominee), comprising 500,000 Class 1 Performance Rights, 500,000 Class 2 Performance Rights and 500,000 Class 3 Performance Rights (the subject of Resolution 5).

The key vesting terms of the Incentive Performance Rights are:

DALAROO METALS LIMITED

Class		Key Vesting conditions
1	1,300,000	The volume weighted average price per Share, calculated over a period of 20 consecutive trading days (VWAP) being equal to or greater than $0.174, as further described below.
2	1,300,000	The volume weighted average price per Share, calculated over a period of 20 consecutive trading days (VWAP) being equal to or greater than $0.196, as further described below.
3	1,300,000	Eligible participants remaining with the Company until at least 30 June 2025 (Vesting Date), subject to the discretion of the Board under the rules of the Plan.

Resolutions 3, 4 and 5 are ordinary resolutions.

5.2 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 (Listing Rule 10.14.1);
10.14.2 an associate of a director of the entity (Listing Rule 10.14.2); 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.

The issue of Incentive Performance Rights to the Directors falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. As such, approval under Listing Rules 7.1 and 10.11 is not required.

Resolutions 3 to 5 seek the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Listing Rule 10.14.

5.3 Technical information required by Listing Rule 14.1A

If Resolutions 3 to 5 are passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to the Directors 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 Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 to 5 are not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to the Directors (or their respective nominees) under the Plan and the Company may need to consider other forms of incentive remuneration, including by the payment of cash.

5.4 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolutions 3 to 5:

DALAROO METALS LIMITED

(a) the Incentive Performance Rights will be issued to the following persons:
(i) Mr David Quinlivan (or his nominee) (the subject of Resolution 3);
(ii) Mr Robert Beeck (or his nominee) (the subject of Resolution 4); and
(iii) Mr Harjinder Kehal (or his nominee) (the subject of Resolution 5),
each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;
(b) the maximum number of Incentive Performance Rights to be issued to the Directors (being the nature of the financial benefit proposed to be given) is 3,900,000 comprising:
(i) 1,200,000 Incentive Performance Rights to Mr David Quinlivan (or his nominee) (the subject of Resolution 3);
(ii) 1,200,000 Incentive Performance Rights to Mr Robert Beeck (or his nominee) (the subject of Resolution 4); and
(iii) 1,500,000 Incentive Performance Rights to Mr Harjinder Kehal (or his nominee) (the subject of Resolution 5);
(c) the total remuneration package for each of the Directors for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Director	Current Financial Year to 30 June 2023 – A$	Current Financial Year to 30 June 2023 – A$	Current Financial Year to 30 June 2023 – A$	Previous Financial Year A$

	Cash (Including superannuation)	Value of Incentive Performance Rights1	Total	Total
Mr David Quinlivan	71,925	161,960	233,885	54,437
Mr Robert Beeck	49,725	161,960	211,685	37,688
Mr Harjinder Kehal	276,250	202,450	478,700	248,750

Notes:

Value of Share Based payment expense for the incentive rights for year ending 30 June 2023.
(d) the full value of the Incentive Performance Rights and the pricing methodology is set out in Schedule 2;
(e) no performance rights have been issued under the Existing Plan. The Company also notes that no Securities have been issued to the current Directors under the Existing Plan, since the Existing Plan was approved by Shareholders on 8 December 2021;
(f) a summary of the material terms and conditions of the Incentive Performance Rights is set out in Schedule 3.
(g) the Incentive Performance Rights are unquoted Securities. The Company has chosen to issue Incentive Performance Rights to the Directors for the following reasons:
(i) the Incentive Performance Rights are unquoted; therefore, the issue of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;

DALAROO METALS LIMITED

(ii) the milestones attaching to the Incentive Performance Rights including a premium to the existing share price and retention terms will align the interests of the Related Parties with those of Shareholders; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed;
(h) the Incentive Performance Rights will be issued to the Directors (or their nominee) 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 Incentive Performance Rights will be issued on one date;
(i) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;
(j) a summary of the material terms and conditions of the Plan is set out in Schedule 1;
(k) no loan is being made to the Directors in connection with the acquisition of the Incentive Performance Rights;
(l) details of any Incentive Performance Rights issued under the 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; and
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Incentive Performance Rights under the Plan after Resolutions 3 to 5 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

5.5 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

(a) Obtain Shareholder approval in the manner set out in section 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 grant of Incentive Performance Rights constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being Directors.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Incentive Performance Rights due to the exceptions in sections 210 and 211 of the Corporations Act as the agreement to grant the Incentive Performance Rights, is considered reasonable remuneration in the circumstances and was negotiated on arm's length terms.

DALAROO METALS LIMITED

6. RESOLUTION 6 – ADDITIONAL 10% PLACEMENT CAPACITY

6.1 General

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

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes. The Company’s market capitalisation, based on the closing price of Shares on 10 October 2022 of $0.135 per Share, is approximately $7,290,000 and the Company is therefore an 'eligible entity'.

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2.

(A x D) – E

Where,

A = Has the same meaning as in Listing Rule 7.1
D =
E = The number of equity securities issued or agreed to be issued under rule 7.1A2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4; and

”relevant period” has the same meaning as in Listing Rule 7.1.

6.2 Specific information required by Listing Rule 7.3A

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

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting;

DALAROO METALS LIMITED

(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 ( a significant change in the nature or scale of activities) or Listing Rule 11.2 (change involving main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate to advance its exploration and feasibility programs, project development and general working capital purposes.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 71A Mandate, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 10 October 2022.

DALAROO METALS LIMITED

Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.068 50% decrease in current Share price	$0.135 Current Share price	$0.27 100% increase in current Share price
Current Variable A 54,000,000Shares	Shares issued	5,400,000	5,400,000	5,400,000
	Funds raised	$364,500	$729,000	$1,458,000
	Dilution	10%	10%	10%
50% increase in current Variable A 81,000,000Shares	Shares issued	8,100,000	8,100,000	8,100,000
	Funds raised	$546,750	$1,093,500	$2,187,000
	Dilution	10%	10%	10%
100% increase in current variable A 108,000,000 Shares	Shares issued	10,800,000	10,800,000	10,800,000
	Funds raised	$729,000	$1,458,000	$2,916,000
	Dilution	10%	10%	10%

Note: this table assumes:

(i) No Options are exercised before the date of the issue of the Equity Securities;

(ii) The Company issues the maximum number of Equity Securities under the Additional 10% Placement Capacity and the Equity Securities issues consists only of Shares;

(iii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholders holding at the date of the Annual General Meeting; and

(iv) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

(v) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.
(vi) The Company’s allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s). Securities allotted pursuant to the allocation policy will be determined following consideration of a number of factors including, but not limited to, the following matters:
a. the ability of the Company to raise funds at the time of the proposed issue of Equity Securities;
b. the dilutionary effect of the proposed of the issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;

DALAROO METALS LIMITED

c. the financial situation and solvency of the Company; and
d. advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

At the date of this Notice, the Company has not formed an intention as to whether the securities will be offered to existing security holders, or to any class or group of existing security holders, or whether the securities will be offered exclusively to new investors that have not previously been security holders of the Company. The Company will give consideration before making any placement of securities under Listing Rule 7.1A whether the raising of any funds under such placement could be carried out in whole, or in part, by an entitlement offer to existing security holders.

The allottees under the Additional 10% Placement Capacity have not been determined as at the date of this Notice but will not include related parties (or their associates) of the Company.

(vii) The Company has not previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A.
(viii) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined its allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity, and therefore no Shareholder will be excluded from voting on Resolution 6.

7. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES UNDER THE PLAN

7.1 General

The Company considers that it is desirable to adopt and updated employee incentive scheme ( Plan ) pursuant to which the Company can issue Equity Securities to attract, motivate and retain key Directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company.

The Plan incorporates amendments to the Corporations Act since the Existing Plan was adopted on 8 December 2021.

Resolution 7 seeks Shareholders' approval for the issue of up to 5,400,000 Securities under the Plan in accordance with Listing Rule 7.2 exception 13(b).

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and, on the terms, set out in the rules of the Plan, a summary of the key terms and conditions of which is in Schedule 1. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

Resolution 7 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 7 due to their material personal interest in the outcome of the Resolution.

DALAROO METALS LIMITED

7.2 Summary of material regulatory changes

The Treasury Laws Amendment (Cost of Living Support and Other Measures) Act 2022 (Cth) introduced a new Division 1A into Part 7.12 of the Corporations Act in relation to employee share schemes ( New Rules ). The legislation, which takes effect from 1 October 2022, replaces and expands the current ASIC Class Order [CO 14/1000] (together, the Class Orders ).

A summary of the key changes applicable to the Company under the New Rules are set out below.

(a) Expanded eligibility

Order regulatory relief was previously only available for issues to directors, full time and part time employees and casual employees or contractors that are 40% or more full time equivalent.

Under the New Rules, an offer may only be made to specified “primary participants” (being directors, employees and service providers, with no minimum requirements of hours of service provided) or certain related persons to a primary participant (such as certain immediate family members, controlled bodies corporate or a related self-managed superannuation fund).

(b)

Issue cap

Class Orders, issue caps of 5% of a listed entity’s fully paid shares apply over a rolling period of 3 years (irrespective of whether monetary consideration is required) when relying on Class Order relief.

Under the New Rules, there is no cap on issues made for no monetary consideration. Caps only apply to issues made for monetary consideration (being 5% for listed entities unless a higher cap is specified in the Constitution).

Further, offers of eligible interests to participants under an employee securities incentive plan which would not ordinarily require disclosure, such as offers to senior managers or small-scale offerings are not required to comply with the issue cap.

(c) Disclosure requirements

The Class Order does not distinguish between offers for monetary consideration and those without, with the same disclosure requirements for both offers.

Under the New Rules, offers made for no monetary consideration do not have any specific requirements, other than the need for a statement that the offer is made pursuant to Division 1A of Part 7.12 of the Corporations Act. In the case of offers made for monetary consideration, an offer document is required (with specific disclosure requirements) and participants cannot acquire their interests until 14 days after receiving the necessary disclosure from the entity.

(d) Quotation and suspension requirements

Class Order relief is only available where an entity meets the minimum quotation period of 3 months prior to making an offer of eligible interests. In addition, relief is prohibited if an entity is suspended from quotation for over 5 days in the preceding 12-month period.

Under the New Rules, listed entities can offer eligible interests without first meeting any minimum quotation period, and regardless of any suspensions to the trading of securities.

DALAROO METALS LIMITED

(e) On-sale relief

Class Order provides relief from the on-sale provisions for securities issued under the Class Order.

Pursuant to the New Rules, listed entities must issue a cleansing notice to ensure that any Shares issued (including following the exercise of any options and performance rights) may be on-sold within 12 months of issue.

(f) Criminal offences

A number of new offences created under the New Rules, including misleading and deceptive statement offences and offences relating to holding participants’ money. In addition, regulatory relief can be revoked if any of the below are breached:

(i) Compliance with the monetary cap;
(ii) Compliance with the issue cap; and

(iii) Providing disclosure documents at the required time.

7.3 Listing Rules 7.1 and 7.2, exception 13(b)

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

Listing Rule 7.2, exception 13(b) provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 7 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without using the Company's 15% annual placement capacity under Listing Rule 7.1.

If Resolution 7 is not passed, the Company will not be able to issue Equity Securities under the Plan to eligible participants over a period of three years without using the Company's 15% annual placement capacity under Listing Rule 7.1. Any Equity Securities issued under the Plan will reduce the Company's 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolutions 3, 4 and 5 for the issue of Incentive Performance Rights to Directors pursuant to the Plan.

7.4 Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the Plan:

(i) the material terms of the Plan are summarised in Schedule 1;
(ii) the Plan is a new employee incentive scheme and has not previously been approved by Shareholders. No Equity Securities have previously been issued under the Plan or the Existing Plan;

DALAROO METALS LIMITED

(iii) the maximum number of Equity Securities available to be issued under the Plan pursuant to Listing Rule 7.2, exception 13(b) is 5,400,000 (representing 10% of the Equity Securities on issue at the date of the Meeting), subject to adjustment in the event of an alteration in capital and further subject to the applicable rules and regulations of all regulatory authorities to which the Company is subject, including ASX. This means that the Company may issue up to 5,400,000 Equity Securities under the Plan pursuant to Listing Rule 7.2, exception 13(b); and
(iv) a voting exclusion statement is included in the Notice.

8. RESOLUTION 8 – APPROVAL OF POTENTIAL TERMINATION BENEFIT UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

8.1 General

The Corporations Act contains certain limitations concerning the payment of "termination benefits" to persons who hold a "managerial or executive office". The Listing Rules also provides certain limitations on the payment of "termination benefits" to officers of listed entities.

As is common with employee incentive schemes, the Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Equity Securities granted to a participant under the Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This "accelerated vesting" of Plan Securities may constitute a "termination benefit" prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained. Accordingly, the Board has resolved to seek Shareholder approval for the granting of such termination benefits in accordance with Resolution 8.

The Board recommends that Shareholders vote in favour of Resolution 8.

Resolution 8 is an ordinary resolution.

8.2 Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a "managerial or executive office" (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by shareholders in accordance with section 200E of the Corporations Act.

Subject to Shareholder approval of Resolution 8, Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Statement.

As noted above, under the terms of the Plan and subject to the Listing Rules, the Board possesses the discretion to vary the terms or conditions of the Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities. The Board's current

DALAROO METALS LIMITED

intention is to only exercise this discretion where the person leaves employment or office without fault on their part.

The exercise of this discretion by the Board may constitute a "benefit" for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the Plan who holds:

(a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and
(b) Plan Securities at the time of their leaving.

8.3 Value of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

(a) the participant’s length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and
(b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

8.4 Listing Rule 10.19

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules.

DALAROO METALS LIMITED

GLOSSARY

$ means Australian dollars.
7.1A Mandate has the meaning given in Section 4 of the Explanatory Statement.

Accounting Standards has the meaning given to that term in the Corporations Act.

Additional 10% Placement Capacity has the meaning set out in Section 4 of the Explanatory Statement.

Annual General Meeting or Meeting means the annual general meeting the subject of the Notice.

Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2022.

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate means

(a) a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

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.

CHESS means the Clearing House Electronic Subregister System.

Chair means the chair of the Meeting.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Dalaroo Metals Limited (ABN 23 648 476 699).

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities has the meaning as in the Listing Rules.

Existing Plan means the Employee Securities Incentive Plan adopted by Shareholders on 8 December 2021.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

DALAROO METALS LIMITED

Incentive Performance Rights means a right to acquire a Share on the terms and conditions set out in Schedule 3.

Key Management Personnel has the meaning given to that term in the Accounting Standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the Listing Rules of ASX.

Market Value means the value of Shares as determined by the volume weighted average trading price of Shares sold on the ASX over the last five Trading Days immediately before the relevant date.

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

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions .

Plan means the Dalaroo Metals Ltd Employee Securities Incentive Plan as summarised in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the Remuneration Report set out in the Directors’ Report section of the Annual Report.

Reports means Auditor’s Report and Director’s Report.

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

Restricted Voter means Key Management Personnel and their Closely Related Parties.

Section means a section of the Explanatory Statement.

Securities means any equity securities of the Company (including Shares, Performance Rights, Options and Warrants).

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

Shareholder means a registered holder of a Share.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Vesting Date has the meaning given in section 3 of Schedule 3.

Vesting Notice has the meaning given in section 3 of Schedule 3.

VWAP means volume weighted average market price.

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

DALAROO METALS LIMITED

SCHEDULE 1 – TERMS AND CONDITIONS OF EMPLOYEE SECURITIES INCENTIVE PLAN

A summary of the key terms of the Plan is set out below.

1 ( Purpose of Plan ): The purpose of the Plan is to:
(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Related Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Awards (being securities exercisable for Shares, including options and performance rights).
2 ( Eligibility to participate ): An Eligible Participant means a person that:
(a) is a "primary participant” (as defined in section 1100L(1)(a) Corporations Act or any amendment or replacement thereof) in relation to the Company or a Related Body Corporate; and
(b) has been determined by the Board to be eligible to participate in the Plan from time to time.
3 ( Permitted Nominees ): If an Eligible Participant is permitted in the Offer, they may, by written notice to the Board, nominate a Permitted Nominee in whose favour the Eligible Participant wishes to renounce the Offer.

A “Permitted Nominee” is defined as a “related person” of an Eligible Participant (section 1100L(b) of the Corporations Act) or a trustee(s) of a trust set up solely for the benefit of the Eligible Participant and/or a “related person”.

4 ( Administration of Plan ): 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 absolute discretion. The Board may delegate its powers and discretion.
5 ( Offers of Awards ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an offer to that Eligible Participant to apply for Options or Performance Rights ( Awards ).
6 ( Applications for Awards ): An Eligible Participant who wishes to apply to participate in the Plan in response to an Offer must provide 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 Offer, 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 in order for that nominee to be granted the Awards the subject of the Offer.
7 ( Grant of Awards ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Awards, subject to the terms and conditions set out in the Offer, the Plan rules and any ancillary documentation required.
8 ( Terms of Awards ): Each 'Award' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to an Award being exercised, a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Award by virtue of holding the Award.

DALAROO METALS LIMITED

9 ( Vesting of Awards ): Any vesting conditions applicable to the grant of Awards will be described in the Offer. 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 Awards have vested. Unless and until the vesting notice is issued by the Company, the Awards will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to an Award are not satisfied and/or otherwise waived by the Board, that Award will lapse.
10 ( Delivery of Shares on exercise of Awards ): As soon as practicable after the valid exercise of an Award 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 Awards held by that Participant.
11 ( Exercise of Awards and cashless exercise ): In the case of an Award which is an Option, to exercise an Award, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Awards (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. In the case of an Award which is a Performance Right, following the issue of a Vesting Notice, a vested Performance Right will automatically be exercised within the period specified by the Board in the relevant Offer.

The Participant may elect not to be required to provide payment of the exercise price for the number of Awards specified in a notice of exercise, but that on exercise of those Awards the Company will transfer or issue to the Participant that number of Shares as are equal in value to the difference between the total Exercise Price otherwise payable for the Awards on the Awards being exercised and the then market value of Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the 5 trading-day period immediately preceding the exercise date) calculated in accordance with the following formula:

S = A x (MSP – EP) / MSP

Where:

(a) S = Number of Shares to be issued on exercise of the Awards;
(b) A = Number of Awards;
(c) MSP = Market value of Shares (calculated using the volume weighted average price (as that term is defined in the Listing Rules) at which Shares were traded on the ASX during the 5 trading day-period immediately preceding the exercise date); and
(d) EP = Exercise Price.

If the difference between the total Exercise Price otherwise payable for the Awards on the Awards being exercised and the then market value of Shares at the time of exercise (calculated in accordance with the formula above) is zero or negative, then a holder will not be entitled to use the Cashless Exercise Facility.

12 ( Restrictions on Dealing ): A Participant may not sell, transfer, assign, grant a security interest over, option, swap, alienate or otherwise deal with an Award that has been granted to them.

The Board may impose a restriction on dealing with Shares allocated on exercise or vesting of an Award. The Board may implement any procedure it considers appropriate to ensure the compliance by the Participant with this restriction, including the imposition of a holding lock or requiring that Shares be held in trust on behalf of the Participant.

DALAROO METALS LIMITED

13 ( Forfeiture of Awards ): Where a Participant who holds Awards ceases to be an Eligible Participant or becomes insolvent, all unvested Awards will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Awards to vest. Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Awards held by that Participant to have been forfeited.

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

(a) any Awards 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
(b) any Awards which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
14 ( Change of 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 absolute discretion determine that:
(a) all or a specified number of a Participant's unvested Awards are deemed to have vested;
(b) all or specified number of a Participant's Options may be exercised for a period specified by the Board, and if not exercised within that period, will lapse;
(c) the Dealing Restrictions or any other terms which apply to the Award cease to apply; and/or
(d) the Dealing Restrictions which apply to Shares allocated on the vesting of or exercise of an Award (as applicable) cease to apply.
15 ( Rights ): All Shares issued under the Plan or issued or transferred to a Participant upon the valid exercise of an Award, will rank equally 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 Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Shares. A Participant may exercise any voting rights attaching to Shares.
16 ( Adjustment for capital reconstructions ): 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 Awards will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Awards is entitled, upon exercise of the Awards, to receive an allotment 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 Awards are exercised.

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

17 ( Participation in new issues ): There are no participation rights or entitlements inherent in the Awards and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Awards without exercising the Awards.

DALAROO METALS LIMITED

18 ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including the terms upon which any Awards 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.

19 ( Term of Plan ): 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.

DALAROO METALS LIMITED

SCHEDULE 2 – VALUATION OF INCENTIVE PERFORMANCE RIGHTS

The Incentive Performance Rights to be issued to the Directors pursuant to Resolutions 3 to 5 have been prepared by the Company’s management and have been independently valued.

Using the Parisian Barrier1 Model option pricing model and based on the assumptions set out below, the Incentive Performance Rights were ascribed the following value:

Input
Number of Performance Rights	3,900,0000
Assumed Share Price at Grant Date1	$0.145
Performance Milestones	(Class 1): The 20 Day volume weighted average price of Shares, calculated over consecutive days in which the Shares have traded (VWAP) being equal to or greater than $0.174. (Class 2): The 20 Day volume weighted average price of Shares, calculated over consecutive days in which the Shares have traded (VWAP) being equal to or greater than $0.196. (Class 3): Eligible participants remaining with the Company until at least 30 June 2025 (Vesting Date), subject to the discretion of the Board under the Plan.
Vesting Period2	998 Days
Expiry Period3	1,728 Days
Dividend Yield	Nil
Volatility4	96%
Risk-free interest rate5	3.30% per annum
Estimated value per Performance Right	(Class 1): $0.1319 (Class 2): $0.1280 (Class 3): $0.1450
Total value of Performance Rights	$526,370

Total Value of Incentive Performance Rights	$526,370
Mr David Quinlivan (Resolution 3)	$161,960
Mr Robert Beeck (Resolution 4)	$161,960
Mr Harjinder Kehal (Resolution 5)	$202,450

Notes:

Based on closing price on 7 October 2022. the valuation noted above is not necessarily the market price that the Incentive Performance Rights could be traded at and is not automatically the market price for taxation purposes.
Determined from the proposed grant date of the Performance Rights to the expiry date, being 7 October 2025.
Determined from the proposed grant date of the Performance Rights to the expiry date, being 7 October 2027.

DALAROO METALS LIMITED

Estimated based on Hoadley’s GARCH long-run forecast and Exponentially Weighted Moving Average volatility models using share price data over the historical period since the Company commenced trading on the ASX to 7 October 2022. The Independent Valuer sense checked this by analysing the 1-year, 2- year, 3-year and 5-year volatilities of comparable companies both in the nickel/base metal sector as well as the PGE sector separately and considered the volatility estimate used was not unreasonable for an approximate 3-year vesting period.
Continuously compounded rate based on the interpolated two-year and three-year Australian Government bond yields as at 7 October 2022.

DALAROO METALS LIMITED

SCHEDULE 3 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE RIGHTS

The terms and conditions of the Incentive Performance Rights to be issued are set out below.

1. Plan

The Incentive Performance Rights will be issued under the Plan. Terms not otherwise defined in these terms and conditions have the same meaning in the Plan. In the event of any inconsistency between the Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.

2. Conditions

Subject to clause 3, the Incentive Performance Rights will convert into Shares upon satisfaction of the following Milestones.

Class	Number	Milestone	Expiry Date
1	1,300,000	the 20 Day volume weighted average price	5 years from the
		of Shares, calculated over consecutive	grant date.
		days in which the Shares have traded
		(VWAP) of the Shares being equal to or
		greater than $0.174
2	1,300,000	the 20 Day VWAP of Shares being equal to	5 years from the
		or greater than $0.196	grant date.
3	1,300,000	the Eligible participants remaining with the	5 years from the
		Company until at least the Vesting Date,	grant date.
		subject to the discretion of the Board under
		the rules of the Plan

3. Vesting Notice and Vesting Date

The Performance Rights will vest, and become convertible, on the 30 June 2025 ( Vesting Date ) and subject to the Milestone has been satisfied prior to the Vesting Date. The Company will notify the holder in writing when the Milestone has been satisfied ( Vesting Notice ). Subject to the relevant Milestone being satisfied either before or after the Vesting Date, as soon as practicable following the Vesting Date, the Company must allot and issue, or transfer, the number of Shares for which the holder is entitled to acquire upon satisfaction of the Milestone for the relevant number of Performance Rights held in accordance with clause 2.

4. Expiry date and lapse

The Incentive Performance Rights will expire at 5:00pm (WST) on the date that is 5 years from the grant date.

If the Milestone attached to the relevant Incentive Performance Right has not been satisfied by the Expiry Date, the relevant Incentive Performance Rights will automatically lapse.

5. Notification to holder

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

DALAROO METALS LIMITED

6. Conversion

Subject to paragraph 15, upon vesting, each Incentive Performance Right will, at the election of the holder, convert into one (1) Share.

7. Share ranking

All Shares issued upon the vesting of Incentive Performance Rights will upon issue rank pari passu in all respects with other Shares.

8. Quotation

The Incentive Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of an Incentive Performance Right on ASX within the time period required by the Listing Rules.

9. Transferability

The Incentive Performance Rights are not transferable.

10. Participation in new issues

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

11. 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 Listing Rules and the Corporations Act at the time of reorganisation.

12. Adjustment for bonus issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of an Incentive Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Incentive Performance Right before the record date for the bonus issue.

13. Dividend and Voting Rights

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

14. Change in Control

Subject to paragraph 15, upon:

(a) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(i) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and
(ii) having been declared unconditional by the bidder.
(b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the

DALAROO METALS LIMITED

reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Incentive Performance Rights have not converted into Shares due to satisfaction of the Milestones, Incentive Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis.

15. Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of an Incentive Performance Right under paragraph 6 or 14 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:

(a) holders may give written notification to the Company if they consider that 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; and
(b) 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 15(a) 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.

16. No rights to return of capital

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

17. Rights on winding up

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

18. No other rights

An Incentive 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.

19. Leaver

Where the holder of the Incentive Performance Rights (or the relevant Eligible Participant in the case of a Permitted Nominee) of the Incentive Performance Rights is no longer employed, or their office or engagement is discontinued with the Company, any Incentive Performance Rights that have not converted will automatically lapse and be forfeited by the holder, unless the Board otherwise determines in its discretion.

DALAROO METALS LIMITED

LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Dalaroo Metals Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the Chair OR the Meeting of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 30 November 2022 at 11.00am Perth WST and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 3, 4, 5 & 7 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Dalaroo Metals Ltd and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the Meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 30 November 2022 at 11.00am Perth WST and at any adjournment or postponement of that Meeting. Chair’s voting intentions in relation to undirected proxies:The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change. Chair authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 3, 4, 5 & 7 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
	VOTING DIRECTIONS
STEP 2	Resolutions For Against Abstain*
	1 Adoption of the RemunerationReport ◼ ◼ ◼
	2 Re-election of Director - David Quinlivan ◼ ◼ ◼
	3 Issue of Incentive Performance Rights to Mr David Quinlivan ◼ ◼ ◼
	4 Issue of Incentive Performance Rights to Mr Robert Beeck ◼ ◼ ◼
	5 Issue of Incentive Performance Rights to Mr Harjinder Kehal ◼ ◼ ◼
	6 Additional 10% Placement Capacity ◼ ◼ ◼
	7 Approval to issue Securitiesunder the Employee Securities Incentive Plan ◼ ◼ ◼
	8 Approval of Potential Termination Benefit under The Employee Securities Incentive Plan ◼ ◼ ◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf 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 SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)

3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
STEP	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of
	attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
	in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

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

LODGE YOUR PROXY FORM

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1, 3, 4, 5 & 7, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1, 3, 4, 5 & 7.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am Perth WST on 28 November 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203

To appoint a second proxy you must:

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

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

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BY EMAIL [email protected]

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

AI assistant

DALAROO METALS LTD — AGM Information 2022

64756_rns_2022-10-27_b5e22ee1-163b-464e-9a58-a29ed14825e2.pdf

Notice of Annual General Meeting and Proxy Form

DALAROO METALS LIMITED

ABN 23 648 476 699

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS OF THE MEETING

AGENDA

1. ANNUAL REPORT

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR - DAVID QUINLIVAN

4. RESOLUTION 3 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR DAVID QUINLIVAN

5. RESOLUTION 4 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR ROBERT BEECK

6. RESOLUTION 5 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO MR HARJINDER KEHAL

7. RESOLUTION 6 – ADDITIONAL 10% PLACEMENT CAPACITY

8. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

9. RESOLUTION 8 – APPROVAL OF POTENTIAL TERMINATION BENEFIT UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

Voting Exclusion Statements and Exceptions

DETAILS AND VOTING

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

EXPLANATORY STATEMENT

1. GENERAL

2. DISCUSSION OF FINANCIAL STATEMENTS AND REPORTS

3. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

4. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DAVID QUINLIVAN

4.1 General

4.2 Experience

4.3 Term of Office

4.4 Independence

4.5 Special Responsibilities

4.6 Appointment

4.7 Directors’ Recommendation

5. RESOLUTIONS 3 TO 5 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS

5.1 General

5.2 Listing Rule 10.14

5.3 Technical information required by Listing Rule 14.1A

5.4

Technical information required by Listing Rule 10.15

Notes:

5.5 Chapter 2E of the Corporations Act

6. RESOLUTION 6 – ADDITIONAL 10% PLACEMENT CAPACITY

6.1 General

6.2 Specific information required by Listing Rule 7.3A

(a) Period for which the 7.1A Mandate is valid

(b) Minimum Price

(c) Use of funds raised under the 7.1A Mandate

(d) Risk of Economic and Voting Dilution

Note: this table assumes:

7. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES UNDER THE PLAN

7.1 General

7.2 Summary of material regulatory changes

(a) Expanded eligibility

(b)

Issue cap

(c) Disclosure requirements

(d) Quotation and suspension requirements

(e) On-sale relief

(f) Criminal offences

7.3 Listing Rules 7.1 and 7.2, exception 13(b)

7.4 Specific information required by Listing Rule 7.2, exception 13(b)

8. RESOLUTION 8 – APPROVAL OF POTENTIAL TERMINATION BENEFIT UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN

8.1 General

8.2 Part 2D.2 of the Corporations Act

8.3 Value of the termination benefits

8.4 Listing Rule 10.19

GLOSSARY

Associated Body Corporate means

S = A x (MSP – EP) / MSP

SCHEDULE 2 – VALUATION OF INCENTIVE PERFORMANCE RIGHTS

1. Plan

2.

Conditions

3. Vesting Notice and Vesting Date

4.

Expiry date and lapse

5. Notification to holder

6. Conversion

7. Share ranking

DALAROO METALS LTD AGM Information 2022