DREADNOUGHT RESOURCES LTD — AGM Information 2023

Oct 23, 2023

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ASX:DRE ABN 40 119 031 864 +61 (08) 9473 8345 info@dreres.com.au Unit 1, 4 Burgay Court Osborne Park WA 6017

dreadnoughtresources.com.au

24 October 2023

Notice of meeting

Dear Shareholder

Notice is given that a meeting of shareholders will be held at:

Time: 11:00 am (WST) Date: 23 November 2023 Place: Trinity on Hampden (230 Hampden Road, Nedlands, Western Australia, 6009)

( Meeting

As permitted by the Corporations Act 2001 (Cth), the Company will not be despatching hard copies of the Notice of Meeting (Notice) unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically.

For those shareholders who have provided an email address and elected to receive electronic communications from the Company, an email has been sent to the nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form/voting instruction form.

For those shareholders who have not made such an election, you can access the Meeting Materials online at the Company’s website

https://www.dreadnoughtresources.com.au/investors/#announcements

The Meeting Materials can also be accessed online at the Company’s ASX Announcement Platform website:

https://www.asx.com.au/markets/company/dre

If you are unable to access the Meeting Material online, please contact the Company’s share registry, Automic, at hello@automic.com.au to obtain a hard copy.

If you would like to receive electronic communications from the Company in the future, please update your communication preferences online at:

https://investor.automic.com.au/#/loginsah

Yours sincerely,

Jessamyn Lyons Company Secretary

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dreadnoughtresources.com.au 1
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Dreadnought Resources Limited ACN 119 031 864

Notice of Annual General Meeting

Notice is given that the Annual General Meeting will be held at:

Time : 11:00 am (WST) Date : 23 November 2023 Place : Fellows Room Trinity on Hampden 230 Hampden Road Nedlands WA 6009

Important

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

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

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 7:00pm (Sydney time) on 21 November 2023.

Business of the Meeting

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2023, which includes the Financial Report, the Directors’ 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 Annual Report for the financial year ended 30 June 2023.”

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

Voting Prohibition Statement: 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 (the voter) 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.

3. Resolution 2 – Election of Director – Mr Robert Gee

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 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Robert Gee, who was appointed as an additional Director on 2 March 2023, retires, and being eligible, is elected as a Director.”

4.

Resolution 3 – Ratification of prior issue of Shares – Placement

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 84,255,319 Shares to various sophisticated and professional investors on 9 October 2023 under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Shares, or any of their associates.

5. Resolution 4 – Ratification of prior issue of Options – Lead Manager

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 Options to Shaw and Partners and their nominees under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Shaw and Partners or their nominees, or any of their associates.

6. Resolution 5 – Ratification of prior issue of Shares – tenement acquisition

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 Shares to an unrelated third party vendor under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Robert Dorey or any of his associates.

7.

Resolution 6 – Ratification of agreement to issue Shares – tenement acquisition

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 2,500,000 Shares to an unrelated third party vendor under ASX Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Hurricane Prospecting Pty Ltd or any of its associates.

8. Resolution 7 – Participation of Related Party in Placement – Philip Crutchfield

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 21,276,596 Shares to Mr Philip Crutchfield (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Philip Crutchfield (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

9. Resolution 8 – Participation of Related Party in Placement – Paul Chapman

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 851,064 Shares to Mr Paul Chapman (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Paul Chapman (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

10. Resolution 9 – Approval to issue Performance Rights to a Related Party – Dean Tuck

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Dean Tuck (or his nominee(s)) 3,600,000 Performance Rights on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 (being a Director of the Company and any of their respective associates) who is eligible to participate in the Dreadnought Equity Incentive Plan, or any associates of those persons.

Voting Prohibition Statement: 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 the remuneration of a member of the Key Management Personnel.

11. Resolution 10 – Approval of 10% Issuance Capacity

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 Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Dated: 20 October 2023

By order of the Board

Jessamyn Lyons Company Secretary

Voting Exclusion Statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

• (a) a person as 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

• (i) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting in person

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

Persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at jlyons@dreres.com.au at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made.

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:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder; and

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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 changes to the Corporations Act made in 2011 mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9468 5650.

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. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on the Company’s website at https://dreadnoughtresources.com.au/

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

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

The vote on Resolution 1 is advisory only and does not bind the Company or its Directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

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 – Mr Robert Gee

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 does not exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office until the next annual general meeting and is then eligible for election by Shareholders.

Dr Robert Gee, who was appointed by the Directors on 2 March 2023, retires and seeks election by Shareholders.

3.2 Qualifications and other material directorships

Dr Gee is an experienced hydrometallurgist and technical manager with over thirty years’ experience the resource and battery chemicals sectors, with a significant focus on critical minerals extraction in recent years. He has held senior positions in both the private and public sectors working in operations, technical development and consulting . During this time, Dr Gee has worked for a number of small and large organisations including BHP Group and the Australian Nuclear Science and Technology Organisation (ANSTO). Dr Gee holds a Bachelor of Science in Engineering (Mineral Processing) with Honours and a PhD (Hydrometallurgy) both completed at the Royal School of Mines, Imperial College of Science and Technology, London, and Graduate Certificate of Management from the University of Newcastle.

3.3 Independence

The Board considers that Mr Gee is an independent director.

3.4 Other material information

The Company conducted appropriate checks into the background and experience of Mr Gee before his appointment, and is satisfied that he is an appropriate candidate to put forward for election as a Director.

3.5 Board recommendation

The Board supports the election of Mr Gee and recommends that Shareholders vote in favour of Resolution 2 because the Board considers that the experience, expertise and skills of Mr Gee assist the Board in fulfilling its responsibilities.

4. Resolution 3 – Ratification of prior issue of Shares – Placement

4.1 General

On 29 September 2023, the Company announced it had received firm commitments to raise $5,000,000 by the issue of 106,382,979 Shares at $0.047 per Share.

On 9 October 2023, the Company issued 84,255,319 Shares to sophisticated and professional investors ( Placement Shares ) using its existing placement capacity under Listing Rule 7.1. The

balance of 22,127,660 Shares are to be issued subject to Shareholder approval of Resolutions 7 and 8.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.

4.2 Listing Rules 7.1 and 7.4

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

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

4.3

Effect of the Resolution

If Shareholders approve Resolution 3, they will have ratified the issue of the Placement Shares, and the issue of those Shares will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 3, the issue of the Placement Shares will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

4.4

Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

4.5 Technical information required by ASX Listing Rule 7.5

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

• (a) the Shares were issued to sophisticated and professional investors identified by the lead manager to the Placement, Shaw & Partners, in consultation with the Directors. None of the subscribers were a related party of the Company or an associate of a related party; nor were any of them a member of the Company’s Key Management Personnel, a substantial holder of the Company, an adviser of the Company, or any associate of any of those parties, who were issued more than 1% of the issued capital of the Company;

• (b) the number of Shares issued was 84,255,319;

• (c) the Shares were issued on the same terms and conditions as the Company’s existing Shares; (d) the Shares were issued on 9 October 2023;

• (e) the Shares were issued for cash consideration of $0.047 per Share;

• (f) the funds raised by the issue of the Shares are primarily being used for RC and diamond drilling at the Tarraji-Yampi Project, RC drilling at the Mangaroon REE and Au Project, RC drilling at Central Yilgarn Au, Ni and LCT pegmatite targets, target generation across all projects and working capital; and

• (g) the Shares were not issued pursuant to an agreement, but the Company engaged Shaw & Partners as lead manager to the Placement. The Company paid Shaw & Partners a fee of 5% of the amount raised under the Placement and 6,000,000 Options (the subject of Resolution 4).

5. Resolution 4 – Ratification of prior issue of Options – Lead Manager

5.1 General

On 29 September 2023, the Company announced it had received firm commitments to raise $5,000,000 ( Placement ).

The Company engaged Shaw and Partners to act as Lead Manager to the Placement. Under the terms of that engagement, the Company agreed to pay Shaw and Partners (or its nominee/s) a cash fee of 5% of the funds raised under the Placement and 6,000,000 Options.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options.

5.2 Listing Rules 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 4.2.

5.3

Effect of the Resolution

If Shareholders approve Resolution 4, they will have ratified the issue of the Options, and the issue of those Options will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 4, the issue of the Options will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

5.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 4 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

5.5 Technical information required by ASX Listing Rule 7.5

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

• (a) the Options were issued to the following parties:

• (i) 3,000,000 to Shaw & Partners;

• (ii) 3,000,000 to nominees of Shaw & Partners;

• (b) The total number of Options issued was 6,000,000;

• (c) the Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Options were issued on 9 October 2023;

• (e) the Options were issued for nil cash consideration. Accordingly, no funds were raised from their issue; and

• (f) the Options were issued pursuant to an agreement between the Company and Shaw and Partners, the material terms of which are summarised in Section 5.1.

6. Resolution 5 – Ratification of prior issue of Shares – tenement acquisition

6.1 General

On 6 June 2023, the Company announced it had entered an agreement to acquire mining lease M09/91, located near the Company’s Mangaroon Project ( Acquisition ).

The material terms of the agreement relating to the Acquisition are:

• (a) Vendor : Robert Dorey

• (b) Purchaser: Dreadnought Exploration Pty Ltd (wholly-owned subsidiary of the Company)

• (c) Tenement: M09/91

• (d) Consideration:

• (i) Deposit: $60,000

• (ii) Completion payment: $60,000 and 2,500,000 Shares

• (e) Royalty: 1% gross revenue royalty on all minerals

On 18 August 2023, the Company issued 2,500,000 Shares to the Vendor ( Consideration Shares ) using its existing placement capacity under Listing Rule 7.1.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Consideration Shares.

6.2 Listing Rules 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 4.2.

6.3 Effect of the Resolution

If Shareholders approve Resolution 5, they will have ratified the issue of the Consideration Shares, and the issue of those Shares will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 5, the issue of the Consideration Shares will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

6.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 5 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

6.5 Technical information required by ASX Listing Rule 7.5

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

• (a) the Shares were issued to Robert Dorey;

• (b) the number of Shares issued was 2,500,000;

• (c) the Shares were issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued on 18 August 2023;

• (e) the Shares were issued for nil cash consideration as the purpose of the issue was as part consideration for the Acquisition; and

• (f) the Shares were issued pursuant to the agreement for the Acquisition which is summarised at Section 6.1.

7. Resolution 6 – Ratification of agreement to issue Shares –tenement acquisition

7.1 General

On 4 October 2023, the Company announced it had entered an agreement to acquire two Exploration Licences, E52/3412 and E52/3462, covering an area of approximately 20km[2] located within its Bresnahan Project area ( Agreement ).

The material terms of the Agreement are:

• (a) Vendor: Hurricane Prospecting Pty Ltd

• (b) Tenements: E52/3412 and E52/3462

• (c) Total Consideration:

• (i) Deposit: $50,000

• (ii) Completion payment: $50,000 and 2,500,000 Shares

• (d) Royalty: 1% gross revenue royalty on all minerals

The Company has not yet issued the 2,500,000 Shares pursuant to the Agreement ( Acquisition Shares ) but has agreed to issue them using its existing placement capacity under Listing Rule 7.1.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the agreement to issue the Acquisition Shares.

7.2 Listing Rules 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 4.2.

7.3 Effect of the Resolution

If Shareholders approve Resolution 6, they will have ratified the agreement to issue the Acquisition Shares, and the issue of those Shares, subject to it occurring within 3 months of the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 6, the issue of the Acquisition Shares will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

7.4

Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 6 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

7.5 Technical information required by ASX Listing Rule 7.5

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

• (a) the Shares will be issued to Hurricane Prospecting Pty Ltd (or its nominee/s);

• (b) the number of Shares to be issued is 2,500,000;

• (c) the Shares will be issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares are to be issued at completion of the acquisition contemplated by the Agreement which is intended to occur in October 2023. In any event the issue date will be no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (e) the Shares will be issued for nil cash consideration as the purpose of the issue was as part consideration payable under the Agreement; and

• (f) the Shares were issued pursuant to the Agreement which is summarised at Section 7.1.

8. Resolutions 7 and 8 – Participation of Related Parties in Placement – Philip Crutchfield and Paul Chapman

8.1 General

When the Placement the subject of Resolution 3 (the raising of $5 million at an issue price of $0.047) was announced on 29 September 2023, two Directors, Philip Crutchfield and Paul Chapman, committed to participate in the Placement ( Related Party Participants ), subject to Shareholder approval. In accordance with their announced commitments to participate in the Placement, Philip Crutchfield has applied for $1,000,000 worth of Shares and Paul Chapman has applied for $40,000 worth of Shares, at the issue price under the Placement of $0.047 per Share.

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

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

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

The participation of the Related Party Participants in the Placement involves the granting of a financial benefit and each Related Party Participant is a related party of the Company by virtue of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm’s length, or are less favourable than those terms.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Shares to the Related Party Participants by virtue of their participation in the Placement because these Shares are to be issued to those parties at the same price and on the same terms and conditions as to all other subscribers to the Placement.

8.3 Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of Shares to the Related Party Participants falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 7 and 8 seek the required Shareholder approval for the issue of the Shares under and for the purposes of Listing Rule 10.11.

8.4 Effect of Resolutions

If any or both of Resolutions 7 and 8 are passed, the Company will be able to proceed with the issue of the Shares to the Related Party Participants in respect of whom the relevant Resolution(s) is passed within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and the Related Party Participants will be able to participate in the Placement. As it is an exception from Listing Rule 7.1 pursuant to Listing Rule 7.2 Exception 14 if approval for an issue of equity securities is obtained under Listing Rule 10.11, the issue of the Shares will not use up any of the Company’s Placement Capacity under that rule.

If any or both of Resolutions 7 and 8 are not passed, the Related Party Participant(s) in respect of whom the Resolution(s) is not passed will not be able to participate in the Placement.

8.5 Board recommendation

The Directors (other than the Related Party Participants who decline to give a recommendation due to their respective material personal interest in Resolutions 7 and 8) recommend that Shareholders vote in favour of Resolutions 7 and 8.

8.6 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 7 and 8:

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

• (i) Philip Crutchfield (or his nominee) pursuant to Resolution 7; and

• (ii) Paul Chapman (or his nominee) pursuant to Resolution 8,

• who each fall within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Shares to be issued to the Related Party Participants is 22,127,660 comprising:

• (i) 21,276,596 Shares to Philip Crutchfield (or his nominee) pursuant to Resolution 7, (ii) 851,064 Shares to Paul Chapman (or his nominee) pursuant to Resolution 8,

• (c) the Shares will be issued on the same terms and conditions as all other existing Shares on issue;

• (d) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (e) the Shares will be issued at $0.047 per Share, being the same price as all other Shares in the Placement; and

• (f) the purpose of the issue of the Shares is to enable the Related Party Participants to continue to support the Company through the participation in the Placement and the funds raised will be used in the same manner as the remaining funds raised by the Placement as described in Section 4.5(f)

9. Resolution 9 – Issue of Performance Rights to Related Party

9.1

General

Resolution 9 seek Shareholder approval for the issue of a total of 3,600,000 Performance Rights to Dean Tuck (or his nominee/s) (the Related Party ) ( Performance Rights ) pursuant to the Plan. The Performance Rights proposed have vesting conditions reflecting a mixture of share price performance and retention measures.

The Performance Rights will be divided equally into four classes with different vesting conditions as follows:

• (a) Class D: the Volume Weighted Average Market Price (as defined in the ASX Listing Rules) over a period of 20 consecutive Trading Days (as defined in the ASX Listing Rules) on which trades in the Company’s shares are recorded on ASX ( 20 day VWAP ) being at least 10 cents;

• (b) Class E: the 20 day VWAP being at least 15 cents;

• (c) Class F: completion of 12 months continued service from the date of issue; and

• (d) Class G: completion of 24 months continued service from the date of issue.

Resolution 9 is an ordinary resolution.

9.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 8.2.

The issue of the Performance Rights constitutes the giving of a financial benefit. The proposed grantee of the Performance Rights is a related party of the Company by reason of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm’s length, or are less favourable than those terms.

Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party’s circumstances (including responsibilities involved in the office or employment).

The Directors (other than Dean Tuck who did not consider the issue given his material personal interest in the matter) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Rights as the issue is considered reasonable remuneration given Mr Tuck’s role as a Director.

9.3 ASX Listing Rule 10.14

A summary of ASX Listing Rule 10.11 is set out in Section 8.3. ASX Listing Rule 10.12 Exception 8 makes an exception from ASX Listing Rule 10.11 for issues of equity securities to related parties who participate in the issue of securities under an employee incentive scheme with shareholder approval.

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• (a) a director;

• (b) an associate of a director; or

• (c) a person whose relationship with the company, or with a director or associate of a director, is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders.

unless it obtains the approval of its shareholders.

As the issue of the Performance Rights constitutes the issue of equity securities to a Director, Shareholder approval pursuant to ASX Listing Rule 10.14 is required.

The Company therefore seeks the required Shareholder approval for the issue of the Performance Rights under and for the purposes of Listing Rule 10.14.

9.4 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out at Section 4.2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Performance Rights if approval is obtained under ASX Listing Rule 10.14. Accordingly, the issue of Performance Rights to the Related Party, if approved, will not be included in the use of the Company’s Placement Capacity pursuant to ASX Listing Rule 7.1.

9.5 Effect of the Resolutions

The effect of Resolution 9 will be to allow the Company to issue the Performance Rights to the Related Party if that Resolution is passed.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of Performance Rights to the Related Party. In that case, the Company may have to consider alternatives in respect of his remuneration, which may include increasing his cash remuneration.

9.6

Board Recommendation

The Directors (other than Dean Tuck who declines to give a recommendation given his material person interest in the matter) recommend Shareholders vote in favour of Resolution 9..

9.7 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to the issue of the Performance Rights to the Related Party:

• (a) a total of 3,600,000 Performance Rights will be issued, comprising 900,000 Class D, 900,000, Class E, 900,000 Class F and 900,000 Class G, to Dean Tuck (or his nominee/s);

• (b) Dean Tuck is a Director, being within the category set out in Listing Rule 10.14.1.

• (c) the maximum number of Performance Rights to be issued to the Related Party is set out in Section 9.7(a);

• (d) the current total annual remuneration package of the Related Party for the current financial year (1 July 2023 - 30 June 2024), before the issue of the Performance Rights the subject of Resolution 9, is as follows:

(i) Dean Tuck

(i) Dean Tuck
Salary/Fees Superannuation	$300,000 per annum $33,000 per annum
Total	$333,000 per annum
Options/other non-cash remuneration	None
Performance Rights (issued following Shareholder approval on 24 November 2022).	5,000,000 Performance Rights Refer to Remuneration Report in the annual financial report ended 30 June 2023 for valuation: ~10 cents per Performance Right; Total value: $500,000.
Performance Rights (subject to Shareholder approval of Resolution 9)	900,000 Class D Performance Rights 900,000 Class E Performance Rights 900,000 Class F Performance Rights 900,000 Class G Performance Rights Refer to the valuation of these Performance Rights at Section 9.7(h)

• (e) Dean Tuck (or his nominees/) has previously been issued the following Equity Securities under the Plan (including the former Incentive Option Plan);

• (i) 5,000,000 Performance Rights (under the Plan) issued on 30 November 2022 with Shareholder approval under ASX Listing Rule 10.14; and

• (ii) 5,000,000 Options (under the former Incentive Option Plan) issued on 30 November 2021 with Shareholder approval under ASX Listing Rule 10.14.

• (f) a summary of the material terms of the Performance Rights is set out in Schedule 2. Each Performance Right entitles the holder to acquire a share in the Company subject to the fulfilment of the vesting and exercise conditions;

• (g) Performance Rights are being offered as an incentive component of the Related Party’s remuneration package. The Company has chosen to seek Shareholder approval for the issue of Performance Rights as part of the Related Party’s remuneration package in order to provide a performance-linked incentive component, and to motivate and reward their performance in the achievement of the vesting conditions within the relevant time periods. This is considered a cost-effective remuneration practice, and will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. It is considered reasonable given the vesting conditions will align the interests of the Related Party with those of Shareholders;

• (h) the value of the Performance Rights is set out in the table below. The valuation of the Class D and Class E Performance Rights has been completed by an independent corporate advisory firm of the Company using a combination of Hoadley’s Barrier 1 and Hoadley’s Parisian valuation models with a valuation date of 13 October 2023. Hoadley’s Parisian Model was first used to generate an implied barrier price that factors in the number of consecutive calendar days for which the underlying asset price must remain above or below the barrier. The implied barrier price (usually higher than the price target for ‘up’ barrier

options) is then input into Hoadley’s Barrier1 Model to calculate the value of the performance rights or options. The valuation of the Class F and Class G Performance Rights has been completed by internal management of the Company using the Cox, Ross & Rubinstein Binomial Tree valuation model. The underlying security price used in the valuation model reflects the closing price of the Company’s Shares as at the valuation date of 13 October 2023.The share-based payment valuations for Performance Rights shown below are prepared solely for financial reporting purposes (and specifically for AASB 2 Share Based Payments) and are not to be considered either the market price that the performance rights could theoretically be traded at nor an appropriate valuation for any other purposes including personal taxation;

	Class D Performance Rights	Class E Performance Rights	Class F Performance Rights	Class G Performance Rights
Assumption
Valuation Date	13 October 2023	13 October 2023	13 October 2023	13 October 2023
Underlying security price	$0.045	$0.045	$0.045	$0.045
Exerciseprice	Nil	Nil	Nil	Nil
Term(years)	2years	2years	1year	2years
Risk free interest rate	3.94%	3.94%	N/A	N/A
Volatility	83%	83%	N/A	N/A
Indicative Value ($) (per Performance Right) (rounded to 4 decimal places)	$0.0280	$0.0205	$0.0450	$0.0450
Quantity	900,000	900,000	900,000	900,000
Value ($) (Total)	25,200	18,450	40,500	40,500
Value ($) (Total)	124,650

• (i) the Performance Rights will be issued no later than 3 years after the date of the Meeting, and it is intended that the Performance Rights will all be granted on the same date;

• (j) the Performance Rights will be issued for no cash consideration. Accordingly, no capital will be raised from the issue of the Performance Rights, as the purpose of the issue is to provide an equity incentive as part of the remuneration package for the Related Party;

• (k) a summary of the material terms of the Plan is set out at Schedule 3;

• (l) no loan will be made in connection with the grant of the Performance Rights;

• (m) details of any securities issued under the Plan will be published in the Annual Report relating to any year in which they are issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (n) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the Resolution is approved, and who were not named in the Notice, will not participate until approval is obtained under that Listing Rule.

10. Resolution 10 – Approval of 10% Issuance Capacity

10.1 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.

Under Listing Rule 7.1A, however, 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%.

An "eligible entity" means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less at the date of the Meeting. The Company is an eligible entity for these purposes as at the Disclosure Date (3,443,583,536 Shares at a Share price of $0.045 being a market capitalisation of $154,961,259).

Resolution 10 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval ( Additional Issuance Capacity ).

If Resolution 10 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 10. The Board unanimously recommend that Shareholders vote in favour of Resolution 10.

The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.

10.2 Technical information required by ASX Listing Rule 7.3A

(a) Securities which may be issued under the Additional Issuance Capacity

Under the Additional Issuance Capacity, the Company may only issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue one class of quoted Equity Securities, being fully paid ordinary shares (ASX Code: DRE ).

(b)

Minimum issue price

Equity Securities issued under the Additional Issuance Capacity must be issued for cash consideration per security at an issue price which is not less than 75% of the volume weighted average market price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:

(i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.

(c) Period for which approval will be valid

Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:

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

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval,

( Additional Issuance Period ).

(d) Dilution risks

If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 10 is approved); and

• (ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the potential dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, both as at the Disclosure Date.

The table also shows:

• (i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as at the Disclosure Date. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at the Disclosure Date.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Dilution	Dilution	Dilution
	Issue Price (per Share)	$0.0225 50% decrease	$0.045 Issue Price	$0.0675 50% increase
3,443,583,536 (Current Variable A)	Shares issued	344,358,353	344,358,353	344,358,353
	Funds Raised	$7,748,063	$15,496,126	$23,244,189
	Shares issued	516,537,530	516,537,530	516,537,530

5,165,375,304 (50% increase)	Funds Raised	$11,622,094	$23,244,189	$34,866,283
6,887,167,072 (100% increase)	Shares issued	688,716,707	688,716,707	688,716,707
	Funds Raised	$15,496,126	$30,992,252	$46,488,378

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 pro-rata 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:

1. As at the Disclosure Date there are 3,443,583,536 Shares on issue.

2. The issue price set out above is the closing price of the Shares on the ASX on the Disclosure Date.

3. The Company issues the maximum possible number of Equity Securities under the Additional Issuance Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. 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.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. 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%.

(e) Purpose of issues under Additional Issuance Capacity

The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:

• (i) general working capital expenses;

• (ii) activities associated with its current business;

• (iii) repayment of debt; or

• (iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

The Company will comply with the disclosure requirements of ASX Listing Rule 7.1A.4 on issue of any Equity Securities pursuant to the approval sought by Resolution 10.

(f)

Allocation policy under Additional Issuance Capacity

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

• (i) prevailing market conditions;

• (ii) the purpose for the issue of the Equity Securities;

• (iii) the financial situation and solvency of the Company;

(iv) impacts of the placement on control;

(v) other methods of raising capital; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company. If the issue is made in connection with the acquisition of assets, the recipients may be the sellers of those assets.

(g) Previous issues under the Additional Issuance Capacity

The Company did not obtain approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its previous annual general meeting held on 30 November 2022 but did obtain approval at its annual general meeting held on 24 November 2021 ( Previous Approval ).

The Company did not issue or agree to issue any Shares pursuant to the Previous Approval.

10.3 Voting exclusion

At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.

Glossary

$ means Australian dollars.

Additional Issuance Capacity has the meaning given in Section 9.1.

Annual General Meeting or Meeting means the annual general meeting of the Company convened by this Notice.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2023.

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.

ASX Listing Rules means the Listing Rules of ASX.

Auditor's Report means the auditor's report on the Financial Report

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 Dreadnought Resources Limited (ACN 119 031 864).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Disclosure Date means 13 October 2023.

Equity Incentive means a Performance Right or an Option as the context requires issued pursuant to the Equity Incentive Plan.

Equity Incentive Plan or Plan means the Dreadnought Equity Incentive Plan.

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.

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

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.

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

Option means an option to acquire a Share.

Performance Right means a performance right granted pursuant to the Equity Incentive Plan to subscribe for a Share upon and subject to terms of the rules of the Plan and the terms of any applicable offer.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s Report.

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 ASX Listing Rule 7.1A(2).

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

Schedule 1 – Terms and conditions of Options (Resolution 4)

(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 $0.094 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 9 October 2025 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on and from the date of issue until 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 Options certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer.

(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

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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; or

• (ii) 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.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing 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. If a Cleansing Notice 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 a holder 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 or number of underlying securities

Other than pursuant to paragraph (i), an Option does not confer a right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) No voting or dividend rights

An Option does not carry any voting rights or entitle the holder to any dividends.

(m) Rights on winding up

An Option does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Options do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(n) Transferability

An Option is transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Schedule 2 – Terms and conditions of Performance Rights (Resolution 9)

(a) Plan Rules

Each Performance Right is issued subject to the rules of the Dreadnought Equity Incentive Plan ( Plan ) and otherwise on the following terms and conditions.

(b)

Entitlement

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

(c)

Grant and exercise price

No cash consideration is payable on the issue of or exercise of a Performance Right.

(d)

Expiry Date

Unless otherwise determined by the rules of the Plan, each Performance Right will expire at 5:00 pm (WST) on:

Class	Expiry Date
D	31 December 2025
E	31 December 2025
F	31 December 2025
G	31 December 2025

(each an Expiry Date ). A Performance Right not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e)

Vesting Conditions

The Performance Rights will vest upon satisfaction of the following condition:

Class	Vesting Conditions
D	the Volume Weighted Average Market Price (as defined in the ASX Listing Rules) over a period of 20 consecutive Trading Days (as defined in the ASX Listing Rules) on which trades in the Company’s shares are recorded on ASX (20 day VWAP) being at least 10 cents
E	the 20 day VWAP being at least 15 cents
F	Completion of 12 months continued service from the date of issue of the Performance Rights
G	Completion of 24 months continued service from the date of issue of the Performance Rights

(each, a Vesting Condition ) unless the Vesting Condition/s is/are waived in accordance with the rules of the Plan.

(f)

Exercise Period

The Performance Rights are exercisable at any time on and from the date upon which the relevant Vesting Conditions have been satisfied (or waived in accordance with the rules of the Plan), until the Expiry Date ( Exercise Period ).

(g)

Notice of Exercise

The Performance Rights may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Performance Rights certificate or otherwise in the rules of the Plan ( Notice of Exercise ).

(h)

Timing of issue of Shares on exercise

Following the date of receipt of a validly issued Notice of Exercise and within the time period specified by the ASX Listing Rules, the Company will:

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

• (ii) 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 Performance Rights.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing 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. If a Cleansing Notice 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.

(i)

Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then issued Shares of the Company.

(j)

Reconstruction of capital

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

(k)

Participation in new issues

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

(l)

Change in number of underlying securities

A Performance Right does not confer a change in the number of underlying securities over which the Performance Right can be exercised.

(m)

No voting or dividend rights

A Performance Right does not carry any voting rights or entitle the holder to any dividends.

(n) Rights on winding up

A Performance Right does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Performance Rights do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(o)

Transferability

A Performance Right is not transferable other than in a manner consistent with the ASX Listing Rules and the rules of the Plan.

Schedule 3 – Key terms of the Dreadnought Equity Incentive Plan

The principal terms of the Dreadnought Equity Incentive Plan are summarised below:

• (a) Eligibility : Participants in the Plan may be:

• (i) an employee or Director (whether executive or non-executive) of, or any individual who provides services to, the Company and any Associated Body Corporate of the Company (each a Group Company );

• (ii) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under subparagraph (i); or

• (iii) a person prescribed by the Corporations Regulations for the purposes of section 1100L(1)(a)(iv) of the Corporations Act

• (iv) who is declared by the Board to be eligible to receive grants of Equity Incentives under the Plan ( Eligible Participants ).

• (b) Offer : The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Equity Incentives, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.

(c) Limit on Offers : The Company must have reasonable grounds to believe, when making an Offer to which the limit on Offers as set out in section 1100V of the Corporations Act applies, that the number of Shares to be received on exercise of Equity Incentives offered under such an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made as covered by section 1100V(1)(b) of the Corporations Act at any time during the 3 year period ending on the day the Offer is made, will not exceed, if the Constitution specifies an issue cap percentage, that percentage, otherwise, the greater of:

• (i) 5% of the total number of Shares on issue at the start of the day the Offer is made; or

• (ii) such other percentage prescribed by the Corporations Regulations for the purposes of section 1100V(2)(b)(iii).

• (d) Issue price : Unless the Equity Incentives are Options quoted on the ASX, Equity Incentives issued under the Plan will be issued for nil cash consideration.

• (e) Vesting Conditions : An Equity Incentive may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Equity Incentive.

• (f) Vesting : The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Equity Incentives have been granted under the Plan or their nominee where the Equity Incentives have been granted to the nominee of the Eligible Participant), resolve to waive any of the Vesting Conditions applying to Equity Incentives due to:

• (i) Special Circumstances arising in relation to a Relevant Person in respect of those Equity Incentives; or

• (ii) a Change of Control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (g) Lapse : An Equity Incentive will lapse upon the earlier to occur of:

• (i) an unauthorised dealing in, or hedging of, the Equity Incentive;

• (ii) a Vesting Condition in relation to the Equity Incentive is not satisfied by its due date, or becomes incapable of satisfaction as determined by the Board in its sole discretion, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Equity Incentive in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Equity Incentives to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iii) in respect of unvested Equity Incentive only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Equity Incentive in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Equity Incentives to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) in respect of vested Equity Incentives only, a relevant person ceases to be an Eligible Participant and the Equity Incentive granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

• (v) the Board deems that an Equity Incentive lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

• (vi) in respect of unvested Equity Incentive only, the Company undergoes a Change of Control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Equity Incentive;

• (vii) the expiry date of the Equity Incentive.

(h) Not transferrable : Equity Incentives are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law, upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

(i) Cashless exercise : A Participant may, subject to the terms of any Offer, elect to exercise such vested Options by way of a ‘cashless exercise’. Where a Participant makes such an election, rather than the Participant being required to pay the Option Exercise Price for each Option to be exercised, the Company will issue the Participant with a smaller number of Shares on the exercise of the Options representing the difference between the value of the Shares to be issued and the Option Exercise Price. Where the Options are exercised by a ‘cashless exercise’, the Company will only issue such number of Shares as is determined by the following formula (rounded down to a whole number of Shares):

Number of Options exercised x (Closing Share Price – Option Exercise Price) Closing Share Price Where Closing Share Price means the closing Share price on the date of receipt by the Company of the exercise notice for the Options.

(j) Shares : Shares resulting from the exercise of the Equity Incentives shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

• (k) Quotation of Shares : If Shares of the same class as those issued upon exercise of Equity Incentives issued under the Plan are quoted on the ASX, the Company will, subject to the Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.

• (l) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Equity Incentives, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Equity Incentives up to a maximum of fifteen (15) years from the grant date of the Equity Incentives. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

• (m) No Participation Rights : There are no participating rights or entitlements inherent in the Equity Incentives and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Equity Incentives.

• (n) Change in exercise price or number of underlying securities : Unless specified in the offer of the Equity Incentives and subject to compliance with the Listing Rules, an Equity Incentive does not confer the right to a change in exercise price (if any) or the number of underlying Shares over which the Equity Incentive can be exercised.

• (o) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Equity Incentive are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reorganisation.

• (p) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Equity Incentive granted under the Plan including giving any amendment retrospective effect.

(q) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Equity Incentives, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

(r) Definitions : Capitalised terms used in the above summary are as defined in the Equity Incentive Plan, including:

• (i) Associated Body Corporate means:

• (A) a related body corporate (as defined in the Corporations Act) of the Company;

• (B) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and

• (C) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

• (ii) Change of Control means:

• (A) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in more than 50% of the Company’s issued Shares;

• (B) a court approves, under section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (C) in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

(iii) Relevant Person means:

• (A) in respect of an Eligible Participant, that person; and

• (B) in respect of a nominee of an Eligible Participant, that Eligible Participant.

(iv) Special Circumstances means:

• (A) a Relevant Person ceasing to be an Eligible Participant due to:

• i. death or Total or Permanent Disability of a Relevant Person; or

• ii. Retirement or Redundancy of a Relevant Person;

• (B) a Relevant Person suffering Severe Financial Hardship;

• (C) any other circumstance stated to constitute “Special Circumstances” in the terms of the relevant offer made to and accepted by the Participant; or

• (D) any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant.

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Dreadnought Resources Ltd | ABN 40 119 031 864

Your proxy voting instruction must be received by 11.00am (AWST) on Tuesday, 21 November 2023 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https//investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form , including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Dreadnought Resources Ltd, to be held at 11.00am (AWST) on Thursday, 23 November 2023 at Trinity on Hampden, 230 Hampden Road, Nedlands WA 6009 hereby:

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

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

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 9 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair, provided that the Chair is not a Restricted Party for the purposes of the Resolution.

	STEP 2 - Your voting direction
Resolutions		For	Against Abstain
1	Adoption of Remuneration Report
2	Election of Director – Mr Robert Gee
3	Ratification of prior issue of Shares – Placement
4	Ratification of prior issue of Options – Lead Manager
5	Ratification of prior issue of Shares – tenement acquisition
6	Ratification of agreement to issue Shares – tenement acquisition
7	Participation of Related Party in Placement – Philip Crutchfield
8	Participation of Related Party in Placement – Paul Chapman
9	Approval to issue Performance Rights to a Related Party – Dean Tuck
10	Approval of 10% Issuance Capacity
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on			a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

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