DELTA LITHIUM LIMITED - AGM Information 2022

26 October 2022

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ANNUAL GENERAL MEETING - NOTICE & PROXY FORM

Dear Shareholder,

Red Dirt Metals Limited (ASX: RDT) ("Red Dirt or the Company”) advises its Annual General Meeting of shareholders is to be held on Friday, 25 November 2022 at 10.00am WST at the CWA, 1176 Hay Street, West Perth in Western Australia, 6005 ("Meeting").

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy.

A copy of the Notice of Meeting ("Meeting") is available at the following link:

- https://reddirtmetals.com.au/investor dashboard/

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

Voting in Person

To vote in person, attend the Meeting on the date and at the place as set out above. If possible, shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, so that the Company may check the Shareholders' holding against the Company's register and note attendance.

Voting by Proxy

Appointment of Proxy: Shareholders who are entitled to attend and vote at the Meeting, may appoint a proxy to act generally at the Meeting and to vote on their behalf. The proxy does not need to be a Shareholder.

A Shareholder that is entitled to cast two or more votes may appoint two proxies and should specify the proportion of votes each proxy is entitled to exercise. If a Shareholder appoints two proxies, each proxy may exercise half of the Shareholder's votes if no proportion or number of votes is specified.

Voting by proxy: A Shareholder can direct its proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the voting directions to your proxy section of the Proxy Form. If a proxy holder votes, they must cast all votes as direct ed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Form.

Proxy Forms must be received by no later than 10:00am (WST) Wednesday, 23 November 2022.

Details on how to lodge your proxy form can be found on the enclosed proxy form. If you have any questions about your proxy form please contact the company secretary by telephone at +61 8 6109 0104.

If COVID-19 social distancing restrictions change prior to the Meeting, the Company will advise via an ASX announcement as to any changes in the manner in which the Meeting will be held and as to whether shareholders will still be able to attend in person and participate in the usual way.

The notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

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Daniel Kendall

Company Secretary

RED DIRT METALS LIMITED ACN 107 244 039 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00AM (WST) DATE : Friday 25 November 2022 PLACE : 1176 Hay Street WEST PERTH, WA 6005

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 04:00PM on 23 November 2022.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2022.”

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

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – DAVID FLANAGAN

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, David Flanagan, a Director who was appointed as an additional Director on 29 August 2022, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – JIAHE (GOWER) HE

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Jiahe (Gower) He, a Director who was appointed casually on 20 June 2022, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 4 – ELECTION OF DIRECTOR – TIM MANNERS

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Tim Manners, a Director who was appointed casually on 1 March 2022, retires, and being eligible, is elected as a Director.”

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26,455,026 Shares 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 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,496,266 Options on the terms and conditions set out in the Explanatory Statement.”

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

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 170,400 Options on the terms and conditions set out in the Explanatory Statement.”

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

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

11. RESOLUTION 10 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES

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

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

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

12. RESOLUTION 11 – RE-ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Performance Rights and Options Plan and for the issue of a maximum of 16,000,000 securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

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

13. RESOLUTION 12 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

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

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its existing Constitution by renewing clause 37 for a period of 3 years from the date of approval of this Resolution.”

14. RESOLUTION 13 – APPOINTMENT OF AUDITOR

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, KPMG having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting."

15. RESOLUTION 14 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS

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

“That, for the purposes of clause 14.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the total aggregate amount of fees payable to non-executive Directors from $300,000 per annum to $500,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement.”

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

By order of the Board

Daniel Kendall Joint Company Secretary

Steven Wood Joint Company Secretary

Dated 21 October 2022

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 11 – Re- adoption of Incentive Performance Rights and Option Plan	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 14 – Increase in Total Aggregate Remuneration for Non- Executive Directors	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 1 – Adoption of
Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or
on behalf of either of the following persons:
(a)
a member of the Key Management Personnel, details of
whose remuneration are included in the Remuneration
Report; or
(b)
a Closely Related Party of such a member.
However, a person (thevoter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a person
described above and either:
(a)
the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as
proxy:
(i)
does not specify the way the proxy is to vote on
this Resolution; and
(ii)
expressly authorises the Chair to exercise the
proxy even though this Resolution is connected
directly or indirectly with the remuneration of a
member of the Key Management Personnel.

Resolution 11 – Re-
adoption of Incentive
Performance Rights and
Option Plan

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

Resolution 14 – Increase in
Total Aggregate
Remuneration for Non-
Executive Directors

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

Voting Exclusion Statements

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

Resolution 6 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely the Vendors) or an associate of that person or those persons.
Resolutions 7 – Ratification of prior issue of Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely Electrification and Decarbonization AIE LP (Company Number 754548709)) or an associate of that person or those persons.
Resolution 8 – Ratification of prior issue of Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely Lithium Royalty Corporation (Canada Incorporation Number 782 710 511)) or an associate of that person or those persons.
Resolution 9 – Ratification of prior issue of Options	A person who participated in the issue or is a counterparty to the consultancy agreement (namely Salient Corporate Pty Ltd) or an associate of that person or those persons.
Resolution 10 – Approval to issue Deferred Consideration Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Vendors or an associate of that person (or those persons).
Resolution 11 – Re- adoption of Incentive Performance Rights and Option Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.
Resolution 14 – Increase in Total Aggregate Remuneration for Non- Executive Directors	A Director or an associate of that person or those persons.

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

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

Voting by proxy

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

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and

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

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6319 1900.

EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

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

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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

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

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

2.2 Voting consequences

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

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

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

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

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – DAVID FLANAGAN

3.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

David Flanagan, having been appointed by other Directors on 29 August 2022 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

3.2 Qualifications and other material directorships

David is a geologist with more than 30 years’ experience in the mining operations and resource development in Australia, Indonesia and Africa. David completed his studies at Curtin’s Western Australian School of Mines in Kalgoorlie.

He is a Fellow of the Australian Institute of Company Directors and was the founding Managing Director of Atlas Iron Limited, during which he oversaw its growth from a junior explorer to an ASX top 50 company.

David is currently Chairman of Battery Minerals Limited, Non-Executive Director at MACA Limited and Chair of Australian Remote Operations for Space and Earth.

3.3 Independence

David Flanagan has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers David Flanagan will be an independent Director.

3.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of David Flanagan.

David Flanagan has confirmed that he considers he will have sufficient time to fulfil his responsibilities as the Chairman of the Company and does not consider

that any other commitment will interfere with his availability to perform his duties as the Chairman of the Company.

3.5 Board recommendation

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

4. RESOLUTION 3 – ELECTION OF DIRECTOR – JIAHE (GOWER) HE

4.1 General

Jiahe (Gower) He, having been appointed by other Directors on 20 June 2022 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

4.2 Qualifications and other material directorships

Gower He is a highly regarded finance and commercial professional with over 20 years’ experience in the resource sector. He has a strong track record in business development, marketing, and commercial strategy execution.

Prior to joining Red Dirt, Gower held various senior positions working for Mitsui & Co (Aust) executing various Lithium related, trading, off-take and strategic marketing initiatives across Australia, Japan and China. Gower is a qualified CPA and holds a Bachelor of Accounting and Finance.

4.3 Independence

Gower He is currently the director of corporate development within the Company.

If elected the Board does not consider Gower He will be an independent Director.

4.4 Other material information

Gower He has confirmed that he considers he will have sufficient time to fulfil his responsibilities as an Executive Director of the Company and does not consider

that any other commitment will interfere with his availability to perform his duties as an Executive Director of the Company.

4.5 Board recommendation

The Board has reviewed Gower He’s performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Gower He and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – ELECTION OF DIRECTOR – TIM MANNERS

5.1 General

Tim Manners, having been appointed by other Directors on 1 March 2022 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

5.2 Qualifications and other material directorships

Tim Manners is a finance professional with over 25 years’ experience in corporate finance, accounting, financial management and business development functions within the resources industry.

Tim has been involved in exploration, developing, and producing companies both in Australia and overseas. Tim has held senior financial positions in various sectors including precious and base metals, industrial minerals, (including lithium and tantalum experience at the Greenbushes and Wodgina operations) and in bulk commodities.

Tim is currently the Chief Financial Officer of ASX 200 Ramelius Resources Ltd.

5.3 Independence

Tim Manners has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Tim Manners will be an independent Director.

5.4 Other material information

bankruptcy history. The Company undertook such checks prior to the appointment of Tim Manners.

Tim Manners has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

5.5 Board recommendation

The Board has reviewed Tim Manner’s performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Tim Manner and recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

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.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $192,557,577 ( based on the number of Shares on issue and the closing price of Shares on the ASX on 19 October 2022 ).

Resolution 5 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 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 5 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.

6.2 Technical information required by Listing Rule 7.1A

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

(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;
(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 (disposal of the 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 for cash consideration 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 6.2(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 for:

(i) the acquisition of new resources, assets, and investments (including expenses associated with such an acquisition);
(ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);
(iii) the development of the Company’s current business; and
(iv) general working capital.

(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 5 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.

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 or proposed to be issued as at 11 October 2022.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.29	$0.575	$0.865
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	331,995,823 Shares	33,199,582 Shares	$9,627,879	$19,089,760	$28,717,639
50% increase	497,993,735 Shares	49,799,373 Shares	$14,441,818	$28,634,640	$43,076,458
100% increase	663,991,646 Shares	66,399,164 Shares	$19,255,758	$38,179,520	$57,435,277

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 331,995,823 Shares on issue.
The issue price set out above is the closing market price of the Shares on the ASX on 11 October 2022 (being $0.575).
The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

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

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 18 November 2021 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 25 November 2021, the Company issued 25,515,556 Shares pursuant to the Previous Approval ( Previous Issue ), which represents approximately 8.18% of the total diluted number of Equity Securities on issue in the Company on 25 November 2021, which was 312,073,200 Equity Securities on issue, both quoted and unquoted.

Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12-month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

Date of Issue and Appendix 2A	Date of Issue: 4 March 2022 Date of Appendix 2A: 4 March 2022
Recipients	Professional and sophisticated investors as part of a placement announced on 21 February 2022 (Placement). The Placement participants were identified through a bookbuild process, which involved the lead manager, Canaccord Genuity, seeking expressions of interest to participate in the Placement from non-related parties of the Company. Material investors that received more than 1% of the issued capital in the Company at the time of the placement are; • 19,607,843 Shares were issued to Electrification and Decarbonization AIE Limited Partners; • 9,803,922 Shares were issued to 1832 Asset Management L.P.; • 4,901,961 Shares were issued to Ausbil Investments Management; and • 4,901,961 Shares were issued to Ponderosa Investments WA Pty Ltd
Number and Class of Equity Securities Issued	The aggregate number of securities issued amounted to 43,137,255 of which 25,515,556 Shares were issued under 7.1A.2.
Issue Price and discount to Market Price1 (if any)	$0.51 per Share (at a 5.6% discount to Market Price on last close prior to issue, being 17 February 2022).
Total Cash Consideration and Use of Funds	Amount raised: The aggregate amount raised under the Placement was $22,000,000. The amount raised in respect of Shares issued pursuant to Listing Rule 7.1A.2 was $13,012,934. Amount spent: $17,039,049 Use of funds: To increase drilling capacity to include Reverse Core, Diamond and an aircore rig facilitating the exploration of the entire prospective tenement package as rapidly as practicable and ongoing working capital. Amount remaining: 4,926,951 (note this only the amount remaining of funds raised) Proposed use of remaining funds2: Continued exploration works at Mt Ida, progressing towards feasibility studies along with initial drilling campaign at the recently acquired Yinnetharra Project.

Notes:

Fully paid ordinary shares in the capital of the Company, ASX Code: RDT (terms are set out in the Constitution).
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

6.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

7.1 General

On 28 September 2022, the Company issued 26,455,026 Shares ( Consideration Shares ) in consideration for the acquisition of 100% of the issued capital of Electrostate Limited (ACN 544 770 212) ( Electrostate ) the owner of the Yinnetharra Lithium Project (the Acquisition ). The Consideration Shares were issued under the Company’s placement capacity under Listing Rule 7.1.

The Consideration Shares were issued pro-rata to the shareholders of Electrostate at the date of settlement of the Acquisition (together the Vendors ) in accordance with the terms of the acquisition agreement ( Acquisition Agreement )

Refer to Schedule 1 for a summary of the material terms of the Acquisition Agreement.

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 12-month period.

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

The Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 5 being passed at this Meeting.

The issue of the Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of issue of the Consideration Shares.

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

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

Resolution 6 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Consideration Shares.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Consideration Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Consideration Shares.

If Resolution 6 is not passed, the Resolution Securities will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Consideration Shares.

7.3 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 6:

(a) the Consideration Shares were issued to the Vendors;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that other than Electrification and Decarbonization AIE LP (Company Number 75458709) ( EDAL ) none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the Company confirms that EDAL :
(i) is a substantial holder of the Company; and
(ii) was issued 1.26% of the issued capital of the Company as part of the Acquisition;
(d) 26,455,026 Consideration Shares were issued. The Consideration Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Consideration Shares were issued on 28 September 2022;
(f) the Consideration Shares were issued at a nil issue price, in consideration for the Acquisition. The Company has not and will not receive any other consideration for the issue of the Consideration Shares;
(g) the purpose of the issue of the Consideration Shares was to satisfy the Company’s obligations under the Acquisition Agreement; and

(h) the Consideration Shares were issued to the Vendors under the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement are set out in Schedule 1.

8. RESOLUTIONS 7 AND 8 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

8.1 General

On 28 September 2022, the Company issued 2,496,266 Options to EDAL and 170,400 Options to Lithium Royalty Corp (Canada Incorporation Number 782 820 511) ( LRC ), in consideration for Electrostate’s obligations under subscribtion agremeents entered into by Electrostate with the respective entities ( Red Dirt Options ).

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

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

The issue of the Red Dirt Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Red Dirt Options.

Resolutions 7 and 8 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Red Dirt Options.

8.2 Technical information required by Listing Rule 14.1A

If Resolutions 7 and 8 are passed, the Subscription will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Red Dirt Options.

If Resolutions 7 and 8 are not passed, the Red Dirt Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the

number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Red Dirt Options.

8.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 7 and 8:

(a) 2,496,266 Options were issued to EDAL (the subject of Resolution 7);
(b) 170,400 Options were issued to LRC (the subject of Resolution 8);
(c) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(d) the Red Dirt Options were issued on the terms and conditions set out in Schedule 2;
(e) the Red Dirt Options were issued on 28 September 2022;
(f) the Red Dirt Options were issued at a nil issue price, in consideration for satisfying Electrostate’s obligations under subscription agreements entered into with EDAL and LRC. The Company has not and will not receive any other consideration for the issue of the Red Dirt Options (other than in respect of funds received on exercise of the Red Dirt Options);
(g) the purpose of the issue of the Red Dirt Options was to satisfy:
(i) Electrostate’s obligations under the subscription agreements entered into with EDAL and LRC; and
(ii) the Company’s obligations pursuant to conditions precedent under the Acquisition Agreement.
(h) the Red Dirt Options were issued to EDAL under the Acquisition Agreement and the EDAL Option Offer Letter. A summary of the material terms of the Acquisition Agreement is set out in Schedule 1 and a summary of the material terms of the EDAL Option Offer Letter is set out in Schedule 5; and
(i) the Red Dirt Options were issued to LRC under the Acquisition Agreement and the LRC Option Offer Letter. A summary of the material terms of the Acquisition Agreement is set out in Schedule 1 and a summary of the material terms of the LRC Option Offer Letter is set out in Schedule 5.

9. RESOLUTIONS 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

9.1 General

On 30 September 2022, the Company issued 5,000,000 Options to Salient Corporate Pty Ltd ( Salient ), in consideration for ongoing corporate services with the Company ( Consultancy Options ).

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

The issue of the Salient Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Consultancy Options.

Resolution 9 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Consultancy Options.

9.2 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Subscription will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consultancy Options.

If Resolution 9 is not passed, the Consultancy Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consultancy Options.

9.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 7 and 8:

(a) 5,000,000 Options were issued to Salient (the subject of Resolution 9);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the Consultancy Options were issued on the terms and conditions set out in Schedule 3;
(d) the Consultancy Options were issued on 30 September 2022;
(e) the Consultancy Options were issued at a nil issue price, in consideration for 12-months of corporate services. The Company has not and will not receive any other consideration for the issue of the Consultancy Options (other than in respect of funds received on exercise of the Consultancy Options); and
(f) the purpose of the issue of the Consultancy Options was to remunerate the consultant for corporate services over a 12-month term; and
(g) the Consultancy Options were issued to Salient under a corporate advisory engagement for a term of 12-months, whereby Salient will be remunerated by way of Consultancy Options in lieu of cash.
(h) Material terms of the consultancy agreement are:
(i) Scope: Assist with equity capital markets strategy, growth strategies, future funding strategies, marketing strategies and other corporate advice.
(ii) Remuneration: the Consultancy Options have been issued in lieu of a monthly retainer. Salient will receive a management fee of 1% of any amount subscribed pursuant to a capital raising, taken from the overall agreed brokerage fee.

(iii) The engagement is for a term of 12 months.

10. RESOLUTION 10 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES

10.1 General

As noted at Section 8.1 above, the Company has entered into the Acquisition Agreement.

Pursuant to the terms of the Acquisition Agreement, the Company has agreed, amongst other things, to, on achieving the milestone of delineating a JORC 2012

compliant resource in excess of 15 million tonnes @ 0.9% Li2O or greater within four (4) years of settlement of the Acquisition ( Milestone ), either:

(a) issue $10,000,000 in Shares, at a deemed issue price equal to the 10-day Volume Weighted Average Price ( VWAP ) up to and including the day prior to achieving the Milestone ( Deferred Consideration Shares ); or
(b) pay $10,000,000 in cash ( Cash Payment ),

to the Vendors at the Company’s sole election.

The purpose of Resolution 10 is to seek Shareholder approval to issue the Deferred Consideration Shares to the Vendor pursuant to the Acquisition Agreement.

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

The proposed issue of the Deferred Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

10.2 Technical information required by Listing Rule 14.1A

If Resolution 10 is passed, the Company will be able to proceed with the issue of the Deferred Consideration Shares. In addition, the issue of the Deferred Consideration will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 10 is not passed, the Company will either:

(a) issue the Deferred Consideration Shares under the Company’s Listing Rule 7.1 capacity if possible; or
(b) make the Cash Payment.

10.3 Waiver from the requirements of ASX Listing Rule 7.3.4

Listing Rule 7.3.4 requires a notice of meeting with a resolution to approve the issue of equity securities to state that the securities will be issued within three months of the date of the shareholders' meeting. The Company has obtained a waiver from the ASX to the extent necessary to permit the Company to not state in this Notice that the Deferred Consideration Shares will be issued within three months of the date of the Meeting, subject the following conditions:

(a) [each tranche of the Deferred Consideration Shares will be issued as soon as possible following the achievement of the Milestone and in any event, by no later than 28 September 2026;
(b) the terms of issue of the Deferred Consideration Shares must not be varied;

(c) The maximum number of Deferred Consideration Securities to be issued is capped at 33,333,333;
(d) adequate details regarding the dilutionary effect of the Deferred Consideration Shares on the Company's capital structure be included in this Notice;
(e) for any annual reporting period during which any of the Deferred Consideration Shares have been issued or any of them remain to be issued, the Company's annual report sets out the number of Deferred Consideration Shares that remain to be issued and the basis on which the Deferred Consideration Shares may be issued;
(f) in any half year or quarterly report for a period during which any of the Deferred Consideration Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Deferred Consideration Shares that remain to be issued and the basis on which the Deferred Consideration Shares may be issued; and
(g) the Notice contains the full terms and conditions of the Acquisition Agreement pursuant to which the Deferred Consideration Shares are to be issued as well as the conditions of the waiver.

10.4 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 10 :

(a) the Deferred Consideration Shares will be issued to the Vendors;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that it is unlikely any of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of Deferred Consideration Shares to be issued is $10,000,000 divided by the higher of $0.30 per share or the 10-day VWAP of the Company’s Shares up to and including the date upon which the Milestone is achieved.
(d) the Deferred Consideration Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) ASX has granted the Company a waiver from Listing Rule 7.3.4 to the effect that where Resolution 10 is approved, the Company may issue the Deferred Consideration Shares in accordance with the Milestone set out pursuant to the Acquisition Agreement and no later than four (4) years from the date of settlement of the Acquisition Agreement, namely 28 September 2026;
(f) the Deferred Consideration Shares will be issued at a nil issue price, in consideration for the Acquisition;

(g) the purpose of the issue of the Deferred Consideration Shares is to satisfy the Company’s obligations under the Acquisition Agreement;
(h) the Deferred Consideration Shares are being issued to the Vendors under the Acquisition Agreement. A summary of the material terms of the Acquisition Agreement is set out in Schedule 1; and
(i) the Deferred Consideration Shares are not being issued under, or to fund, a reverse takeover.
(j) If the Milestone is met and the Company elects to issue the Deferred Consideration Shares, the potential dilutionary effects of the issue of the Deferred Consideration Shares will be as follows:

	Potential dilution	Potential dilution
		Issue Price
	$0.30	$0.575	$0.865
	Floor-price	Current Price	50% increase
Number of Deferred Consideration Shares	33,333,333	17,391,304	11,560,694
Dilution on undiluted basis1	9.12%	4.98%	3.37%
Dilution on fully diluted basis2	7.82%	4.24%	2.86%

1. Based on 331,995,823 ordinary shares on issue at 11 October 2022.

2. Assuming all convertible securities on issue as at 11 October 2022 vest and are exercised.

The ‘current price’ set out above is the closing market price of the Shares on the ASX on 11 October 2022, as stated in 6.2(d), being $0.575.

11. RESOLUTION 11 – RE-ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

11.1 General

Resolution 11 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Incentive Performance Rights and Options Plan” ( Plan ) and for the issue of up to a maximum of 16,000,000 Performance Rights and Options (excluding issues approved by Shareholders under Listing Rule 10.14 or Listing Rule 10.11) under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Plan and the future issue of Performance Rights or Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

As summarised in Section 7.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.]

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 11 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of Securities stated in Section 11.2(d) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 11 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Performance Rights or Options.

11.2 Technical information required by Listing Rule 7.2 (Exception 13)

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

(a) a summary of the key terms and conditions of the Plan is set out in Schedule 4;
(b) the Company has issued 11,375,000 Performance Rights and 1,000,000 Options under the Plan since the Plan was last approved by Shareholders on 7 July 2022; and
(c) the Company is seeking Shareholder approval to adopt the Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme); and
(d) the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, in reliance on Listing Rule 7.2 (Exception 13(b)) (excluding issues approved by Shareholders under Listing Rule 10.14 or Listing Rule 10.11) is 16,000,000 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

12. RESOLUTION 12 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

12.1 General

Section 648G(1) of the Corporations Act provides that a company’s proportional takeover approval provisions, unless sooner omitted from its constitution, cease to apply at the end of three years from adoption or renewal as appropriate unless otherwise specified.

When the provisions cease to apply the company’s constitution is modified by omitting the provisions.

A company may renew its proportional takeover approval provisions in the same manner in which a company can modify its constitution (i.e., by special resolution of shareholders)

The Company’s constitution (including the proportional takeover provisions set out in clause 36) was adopted on 29 November 2019. Accordingly, the proportional takeover provisions included in the Constitution apply until 29 November 2022 unless sooner omitted or renewed.

Resolution 12 is a special resolution which will enable the Company to modify its Constitution by renewing clause 36 for a period of 3 years from the date of Shareholder approval. It is noted that Shareholder approval will not result in a change to the wording of clause 36.

The Company is permitted to seek further Shareholder approval to renew this clause for further periods of up to 3 years on each occasion.

A copy of the Constitution is available for review by Shareholders at the Company’s website https://reddirtmetals.com.au/ and at the office of the Company. A copy of the Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 6319 1900). Shareholders are invited to contact the Company if they have any queries or concerns.

12.2 Proportional takeover provisions (clause 36 of the Constitution)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

The proportional takeover provisions set out in clause 36 of the Constitution provides that a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause will cease to have effect on the third anniversary of the date of the adoption of the last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a Resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of renewing the proportional takeover provisions and as a result consider that the renewal of the proportional takeover provision set out in clause 37 of the Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 12.

13. RESOLUTION 13 – APPOINTMENT OF AUDITOR

Hall Chadwick, the Company’s current auditor, has given notice of its intention to resign as auditor of the Company to ASIC in accordance with section 329(5) of the Corporations Act.

Upon receipt of ASIC’s consent to their resignation and approval of Resolution 13 by Shareholders, Hall Chadwick has advised that it will submit a notice of resignation to the Company in accordance with section 329(5) of the Corporations Act, such resignation to take effect from the date of the Meeting.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for KPMG to be appointed as the Company’s auditor. A copy of this nomination is attached to this Notice as Annexure A.

KPMG has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act, subject to Shareholder approval and the resignation of Hall Chadwick.

If Resolution 13 is passed, the appointment of KPMG as the Company’s auditors will take effect from the close of the Annual General Meeting.

14. RESOLUTION 14 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS

14.1 General

Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of holders of its ordinary securities.

Directors’ fees include all fees payable by the entity or any of its child entities to a non-executive director for acting as a director of the entity or any of its child entities (including attending and participating in any board committee meetings), superannuation contributions for the benefit of a non-executive director and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine “special exertion” fees paid in accordance with an entity’s constitution, or securities issued to a non-executive director under Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities.

Clauses 14.7 and 14.8 of the Constitution also provide that total aggregate remuneration payable to the non-executive Directors will not exceed the sum initially set by the Constitution and subsequently increased by ordinary resolution of Shareholders in a general meeting.

The maximum aggregate amount of fees payable to the non-executive Directors is currently set at $300,000.

Resolution 14 seeks Shareholder approval for the purposes of clause 14.8 of the Constitution and Listing Rule 10.17 to increase the total aggregate amount of fees payable to non-executive Directors to $500,000.

The maximum aggregate amount of fees proposed to be paid to non-executive Directors per annum has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

14.2 Technical information required by Listing Rule 10.17

If Resolution 14 is passed, the maximum aggregate amount of fees payable to the non-executive Directors will increase by $300,000 to $500,000 Whilst it is not envisaged that the maximum amount sought will be utilised immediately, the increase to maximum aggregate amount of fees payable may enable the Company to:

(a) fairly remunerate both existing and any new non-executive directors joining the Board;
(b) remunerate its non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates; and
(c) have the ability to attract and retain non-executive directors whose skills and qualifications are appropriate for a company of the size and nature of the Company.

If Resolution 14 is not passed, the maximum aggregate amount of fees payable to non-executive Directors will remain at $300,000. This may inhibit the ability of the Company to remunerate, attract and retain appropriately skilled non-executive directors.

In the past 3 years, the Company has issued an aggregate of 2,794,871 Shares and 5,000,000 Options to non-executive Directors pursuant to Listing Rules 10.11 and 10.14.

These Securities were issued to the following non-executive Directors:

(a) 333,333 Shares, 1,000,000 Performance Rights and 1,000,000 Options were issued to James Croser;
(b) 333,333 Shares and 1,000,0000 Options were issued to Nader El Sayed;
(c) 1,000,000 Options were issued to Tim Manners;
(d) 333,333 Shares, 1,000,000 Performance Rights and 1,000,000 Options were issued to Alexander Hewlett;
(e) 1,102,564 Shares and 1,000,000 Options were issued to Brett Mitchell;
(f) 500,000 Shares and 1,000,000 Options were issued to Peter Woods; and
(g) 192,308 Shares were issued to Nick Castleden.

14.3 Board Recommendation

Given the interest of the non-executive Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution 14.

GLOSSARY

$ means Australian dollars.

7.1A Mandate has the meaning given in Section 6.1.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Red Dirt Metals Limited (ACN 107 244 039).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Electrostate (or Electrostate Limited ) means Electrostate Limited (ACN 644 770 212) and its related group of companies, namely Electrostate Malinda (ACN 610 194 977).

Eligible Participant has the same meaning as defined in Division 1A of Part 7.12 of the Corporations Act. Refer to Schedule 4 for the definition.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or

if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2022.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

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

SCHEDULE 1 – MATERIAL TERMS OF THE ACQUISITION AGREEMENT

1.	Acquisition	The Company agreed to acquire, and the Vendors (inclusive of all optionholders who exercised their options in respect of Electrostate shares prior to settlement of the Acquisition (Settlement)) each agreed to sell 100% of the fully paid ordinary shares in the capital of Electrostate held by the Vendors free from any encumbrances and otherwise on the terms and conditions of the Acquisition Agreement.
2.	Consideration	As consideration for the Acquisition, the Company agreed to issue the Vendors based on their shareholding proportion in Electrostate as at Settlement: (a) $15,000,000 of Shares at a deemed issue price of $0.567 per Share (equalling 26,455,026 Shares); and (b) $10,000,000 of Shares at a deemed issue price equal to the 10-day VWAP up to and including the day prior to the date on which the Milestone is achieved upon delineation of a 15Mt resource of at least 0.9% Li2O within any one or more of the Tenements, within four (4) years following Settlement (Milestone), subject to obtaining all necessary shareholder approvals pursuant to the ASX Listing Rules, Corporations Act 2001 (Cth) or any other law.
3.	Cash Payment	Either: (a) at the Company’s sole election; or (b) in the event all necessary shareholder approvals pursuant to the ASX Listing Rules, Corporations Act 2001 (Cth) or any other law are not obtained by the Company to issue the Deferred Consideration Shares, the Company agrees to make a cash payment to the Vendors (or their nominees) in satisfaction of the obligation to issue the relevant Deferred Consideration Shares (Cash Payment). (a) The Cash Payment will be paid to the Shareholders (or their nominees) in the same proportions they were to be issued the relevant Deferred Consideration Shares. (b) For the avoidance of any doubt, the Cash Payment will be equal to $10,000,000.
4.	Red Dirt Options	As part of the Acquisition, the Company issued: (a) 170,400 Options to LRC; and (b) 2,496,266 Options to EDAL, each with an exercise price of $0.75 per Option, expiring eighteen (18) months from the date of issue, to satisfy Electrostate’s obligations under subscription agreements entered into by Electrostate and these entities.

4547-11/3043449_9

5.	Escrow of Consideration Shares	50% of the Consideration Shares issued to the major shareholders of Electrostate as set out in the Acquisition Agreement are subject to a voluntary escrow period of six (6) months from Settlement. Each of the major shareholders have executed and delivered a restriction agreement in connection with the Consideration Shares to the Company.
6.	Conditions Precedent	Settlement of the Acquisition was conditional upon the satisfaction (or waiver) of the following conditions precedent: (a) Due diligence: completion of financial, legal and technical due diligence by the Company on Electrostate, the Subsidiary and the Tenements, to the absolute satisfaction of Electrostate within seven (7) days of the date the Acquisition Agreement is executed by both Parties (Execution Date); (b) Regulatory approval: obtaining all necessary shareholder and regulatory approvals required to lawfully complete the matters set out in the Acquisition Agreement; (c) Third party approval and consents: obtaining all third- party approvals and consents required to lawfully complete the matters set out in the Acquisition Agreement; and (d) Agreement to Issue Red Dirt Options: the Company and Electrostate entering into legally binding option offer letters within seven (7) days of the execution date of the Acquisition Agreement: (i) to issue LRC at Settlement, 170,400 Red Dirt Options at an exercise price of $0.75 per option, expiring eighteen (18) months from the date of issue; and (ii) to issue EDAL at Settlement, 2,496,266 Red Dirt Options, at an exercise price of $0.75 per option, expiring eighteen (18) months from the date of issue, in full satisfaction of Electrostate’s obligations under the subscription agreements entered into by Electrostate with LRC and EDAL. (together, theConditions Precedent). Each of the Conditions Precedent has now been either satisfied (or waived).
7.	Minimum Spend	During the twelve (12) month period, starting from Settlement, the Company will use its best endeavours to spend, a minimum amount of $3,000,000 on the Tenements.
8.	Royalty	As part of the acquisition, Red Dirt will also assume a 1% Net Smelter Royalty over the Tenements.

SCHEDULE 2 – TERMS AND CONDITIONS OF RED DIRT OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.75 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is eighteen (18) months from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

Once the Options have vested, they are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
(iv) If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware

of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are not transferable.

SCHEDULE 3 – TERMS AND CONDITIONS OF CONSULTANCY OPTIONS

(m) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(n) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.85 ( Exercise Price )

(o)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is three (3) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(p)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(q)

Notice of Exercise

(r)

Exercise Date

(s) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(v) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(vi) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(vii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
(viii) If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware

(t) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(u) Reconstruction of capital

(v) Participation in new issues

(w) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(x) Transferability

The Options are transferable.

SCHEDULE 4 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

Eligible Participant	Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
Purpose	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 Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of securities.
Plan administration	The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the_Income Tax Assessment Act 1997_(Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation and application	The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) Options and Performance Rights provided under the Plan on such terms and conditions as the Board decides. On receipt of an invitation, an Eligible Participant may apply for the securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
Grant of securities	The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

Rights attaching to securities	Prior to an Option or Performance Right being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the convertible security other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (see Adjustment of convertible securities section below).
Vesting of convertible securities	Any vesting conditions applicable to the Options or Performance Rights will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant securities have vested. Unless and until the vesting notice is issued by the Company, the securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to an Option or Performance Right are not satisfied and/or otherwise waived by the Board, that security will lapse.
Exercise of convertible securities and cashless exercise	To exercise a security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Option or Performance Right (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice. An invitation to apply for Options may specify that at the time of exercise of the Options, the Participant may elect not to be required to provide payment of the exercise price for the number of Options specified in a notice of exercise, but that on exercise of those Options the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Options. Market Valuemeans, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. An Option or a Performance Right may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Timing of issue of Shares and quotation of Shares on exercise	As soon as practicable after the valid exercise of an Option or a Performance Right 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 securities held by that Participant.

Restrictions on dealing with securities	A holder may not sell, assign, transfer, grant a security interest over or otherwise deal with an Option or a Performance Right that has been granted to them unless otherwise determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to an Option or a Performance Right that has been granted to them. However, in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the Participant) a Participant may deal with convertible securities granted to them under the Plan with the consent of the Board.
Listing of convertible securities	An Option or a Performance Right granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of an Option granted under the Plan on the ASX or any other recognised exchange.
Forfeiture of convertible securities	Options and Performance Rights will be forfeited in the following circumstances: (a) where a Participant who holds Options or Performance Rights ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group), all unvested convertible securities will automatically be forfeited by the Participant; (b) where a Participant acts fraudulently or dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group; (c) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (d) on the date the Participant becomes insolvent; or (e) on the expiry date of the Options or Performance Rights.
Change of control	A vesting condition for a Performance Right or Option will be deemed to be automatically waved if a change of control event occurs.
Adjustment of convertible securities	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Options or Performance Rights 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 Options or Performance Rights is entitled, upon exercise of those securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Options or Performance Rights are exercised. Unless otherwise determined by the Board, a holder of Options or Performance Rights does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

Rights attaching to Shares	All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of an Option or a Performance Right, will rank equally in all respects with the Shares of the same class for the time being on issue except for any rights attaching to the Shares by reference to a record date prior to the date of the allotment or transfer of the Shares. A Participant will be entitled to any dividends declared and distributed by the Company on the Shares issued upon exercise of an Option or a Performance Right 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 issued under the Plan.
Disposal restrictions on Shares	If the invitation provides that any Shares issued upon the valid exercise of an Option or a Performance Right are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. For so long as a Share is subject to any disposal restrictions under the Plan, the Participant will not: (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Share; or (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
General Restrictions on Transfer of Shares	If the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of an Option or a Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Act. Restrictions are imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available. These laws may restrict the acquisition or disposal of Shares by you during the time the holder has such information. Any Shares issued to a holder upon exercise of an Option or a Performance Right shall be subject to the terms of the Company’s Securities Trading Policy.
Buy-Back	Subject to applicable law, the Company may at any time buy- back Options or Performance Rights and Shares issued upon exercise of Options or Performance Rights in accordance with the terms of the Plan.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Options or Performance Rights.

Maximum number of securities	The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Options or Performance Rights offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b) – refer to Resolution 11.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those securities may be cancelled in the manner agreed between the Company and the Participant.
Income Tax Assessment Act	The Plan is a plan to which Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.

SCHEDULE 5 – MATERIAL TERMS OF OPTION OFFER LETTERS

On 12 September 2022, Electrostate and the Company entered into option offer letters with:

(a) EDAL ( EDAL Option Offer Letter ); and

(b) LRC ( LRC Option Offer Letter ),

(together, the Option Offer Letters ).

The key terms of each of the Option Offer Letters, which are materially similar, are summarised below:

Purpose	Electrostate and the Company entered into the Acquisition Agreement, whereby the Company acquired 100% of the share capital in Electrostate. As a consequence, of the Acquisition, pursuant to the terms of the respective Option Offer Letters: (a) Electrostate, the Company and EDAL agreed to terminate the subscription agreement previously entered into between Electrostate and EDAL; and (b) Electrostate, the Company and LRC agreed to terminate the subscription agreement previously entered into between Electrostate and LRC. The purpose of the Option Offer Letters are to acknowledge the termination of the respective subscription agreements and record the terms upon which the Company agrees to issue the Red Dirt Options to EDAL and LRC in full and final satisfaction of Electrostate’s obligations under the subscription agreements.
Termination of Subscription Agreement	Pursuant to the terms of the Option Offer Letters the parties fully and finally released and discharged the other parties and their representatives, both past and present, against any and all past, present and future claims in respect of the respective subscription agreements and covenanted that they would not commence or maintain any action, suit or proceeding to enforce, recover damages for or otherwise prosecute any such claim.
Red Dirt Options to EDAL	Pursuant to the terms of the EDAL Option Offer Letter, the Company issued EDAL 2,496,266 Options, exercisable at $0.75 and expiring on the date that is eighteen (18) months from the date of issue at 5:00pm (WST). The material terms and conditions of the Options are included in Schedule 2.
Red Dirt Options to LRC	Pursuant to the terms of the LRC Option Offer Letter, the Company issued LRC 170,400 Options, exercisable at $0.75 and expiring on the date that is eighteen (18) months from the date of issue at 5:00pm (WST). The material terms and conditions of the Options are included in Schedule 2.

ANNEXURE A – APPOINTMENT OF AUDITOR LETTER

The Directors Red Dirt Metals Limited Suite 4, Level 1, 6 Centro Avenue Subiaco WA 6008

3 October 2022

Dear Directors,

Notice of nomination of proposed auditor

Pursuant to Section 328B(1) of the Corporations Act 2001, I Steven Wood, being a member of Red Dirt Metals Limited, hereby give you notice of the nomination of KPMG of 235 St Georges Terrace, Perth as auditor of Red Dirt Metals Limited.

Yours faithfully

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Steven Wood Shareholder Red Dirt Metals Limited

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Red Dirt Metals Limited

Need assistance?

Phone:

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

ABN 67 107 244 039

Online:

www.investorcentre.com/contact

RDTRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Wednesday, 23 November 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 999999

PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

Samples/000002/000003

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

I ND

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



Proxy Form

Please mark to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Red Dirt Metals Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Red Dirt Metals Limited to be held at 1176 Hay Street, W est P erth , WA 6005 on Friday, 25 November 2022 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 11 and 14 (except where I/we have indicated a different voting intention in step 2) even though Resolutions, 1, 11 and 14 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 11 and 14 by marking the appropriate box in step 2.

Step 2 Items of Business

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

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain 10 Approval to issue Deferred Consideration Shares 11 Re-adoption of Incentive Performance Rights and Option Plan 12 Renewal of Proportional Takeover provisions in the Constitution 13 Appointment of Auditor 14 Increase in Total Aggregate Remuneration for Non- Executive Directors

1 Adoption of Remuneration Report

2 Election of Director - David Flanagan

3 Election of Director - Jiahe (Gower) He

4 Election of Director - Tim Manners
5 Approval of 7.1A Mandate
6 Ratification of prior issue of Shares

7 Ratification of prior issue of 2,496,266 Optionss

8 Ratification of prior issue of 170,400 Options

9 Ratification of prior issue of 5,000,000 Options

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

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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AI assistant

DELTA LITHIUM LIMITED — AGM Information 2022

64775_rns_2022-10-25_2b633992-ca38-4a19-8c9f-df04e0259366.pdf

ANNUAL GENERAL MEETING - NOTICE & PROXY FORM

- https://reddirtmetals.com.au/investor dashboard/

Voting in Person

Voting by Proxy

RED DIRT METALS LIMITED ACN 107 244 039 NOTICE OF ANNUAL GENERAL MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – DAVID FLANAGAN

4. RESOLUTION 3 – ELECTION OF DIRECTOR – JIAHE (GOWER) HE

5. RESOLUTION 4 – ELECTION OF DIRECTOR – TIM MANNERS

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

11. RESOLUTION 10 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES

12. RESOLUTION 11 – RE-ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

13. RESOLUTION 12 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

14. RESOLUTION 13 – APPOINTMENT OF AUDITOR

15. RESOLUTION 14 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS

By order of the Board

Dated 21 October 2022

Voting Prohibition Statements

Voting Exclusion Statements

Voting by proxy

Voting in person

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – ELECTION OF DIRECTOR – DAVID FLANAGAN

3.1 General

3.2 Qualifications and other material directorships

3.3

Independence

3.4 Other material information

3.5 Board recommendation

4. RESOLUTION 3 – ELECTION OF DIRECTOR – JIAHE (GOWER) HE

4.1 General

4.2 Qualifications and other material directorships

4.3

Independence

4.4 Other material information

4.5 Board recommendation

5. RESOLUTION 4 – ELECTION OF DIRECTOR – TIM MANNERS

5.1 General

5.2 Qualifications and other material directorships

5.3 Independence

5.4 Other material information

5.5 Board recommendation

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

6.1 General

6.2 Technical information required by Listing Rule 7.1A

(b) Minimum price

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

(d)

Risk of Economic and Voting Dilution

The table above uses the following assumptions:

(e) Allocation policy under the 7.1A Mandate

(f) Previous approval under Listing Rule 7.1A

6.3 Voting Exclusion Statement

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

7.1 General

7.2 Technical information required by Listing Rule 14.1A

7.3 Technical information required by Listing Rule 7.4

8. RESOLUTIONS 7 AND 8 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

8.1 General

8.2 Technical information required by Listing Rule 14.1A

8.3 Technical information required by Listing Rule 7.5

9. RESOLUTIONS 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

9.1 General

9.2 Technical information required by Listing Rule 14.1A

9.3 Technical information required by Listing Rule 7.5

DELTA LITHIUM LIMITED AGM Information 2022