EAGLE MOUNTAIN MINING LIMITED — AGM Information 2019

Oct 23, 2019

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Eagle Mountain Mining Limited ACN 621 541 204

Notice of Annual General Meeting, Explanatory Statement and Proxy Form

Annual General Meeting to be held at

Ground Floor, 22 Stirling Highway Nedlands, Western Australia 6009

On Tuesday, 26 November 2019 at 3.00pm (WST)

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

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Important Information

Contents

Item	Page
Notice of Annual General Meeting	2
Voting Prohibitions and Exclusions	4
Proxy Appointment, Voting and Meeting Instructions	5
Explanatory Statement	7
Glossary	16
Schedule 1 – Proposed Amendments to Company Constitution	18
Proxy Form	Enclosed

Important dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event	Date
Snapshot date for eligibility to vote	3:00pm (WST) on Sunday, 24 November 2019
Last day for receipt of Proxy Forms – Proxy	3:00pm (WST) on Sunday, 24 November 2019
Forms received after this time will be
disregarded
Annual General Meeting	3.00pm (WST) on Tuesday, 26 November 2019

Defined terms

Capitalised terms used in this Notice of Annual General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Eagle Mountain Mining Limited (ACN 621 541 204) ( Eagle Mountain or Company ) will be held at Ground Floor, 22 Stirling Highway, Nedlands, Perth, Western Australia at 3.00pm (WST) on Tuesday, 26 November 2019 .

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary as set out in the Explanatory Statement.

AGENDA

Financial Statements and Reports

To receive and consider the financial report, Directors’ report and Auditor’s report of the Company for the year ended 30 June 2019, as contained in the Company’s Annual Report.

Resolution 1: Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the period ended 30 June 2019, as contained in the Company’s Annual Report for 2019, be adopted by the Company.”

Notes: In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (“spill resolution”) that another meeting be held within 90 days at which all of the offices of Director are vacated (other than the office of managing director) and each such office will be put to a vote. Refer to the Explanatory Statement for further information.

Resolution 2: Re-election of Director – Mr Roger Port

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

“That for the purposes of Listing Rule 14.4, article 6.3 of the Company’s Constitution and for all other purposes, Mr Roger Port, a Director of the Company who retires in accordance with article 6.3(c) of the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director of the Company.”

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Resolution 3: Approval of Additional Placement Facility

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

“That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the number of fully paid ordinary securities of the Company on issue (at the time of issue) calculated in accordance with the formula set out in Listing Rule 7.1A.2 for a period of 12 months from the date of the Meeting on the terms and conditions set out in the Explanatory Statement.”

Note: Resolution 3 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

Resolution 4: Approval to amend Company Constitution

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

“That, for the purposes of section 136(2) of the Corporations Act, proposed Listing Rule 15.12 and for all other purposes, the Company’s Constitution be amended, in the manner as set out in Schedule 1 of this Notice of Meeting and the Explanatory Statement.”

Note: Resolution 4 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

By order of the Board

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Mark Pitts Company Secretary 15 October 2019

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Voting Prohibitions and Exclusions

Corporations Act voting prohibitions

Resolution	Voting prohibition	Exceptions
Resolution 1	Pursuant to section 250R of the Corporations Act, members of Key Management Personnel and their Closely Related Parties may not vote on Resolution 1. Any votes cast in contravention of section 250R of the Corporations Act will not be counted in working out a percentage of votes cast or whether the Resolution is approved.	This prohibition does not prevent the casting of a vote on Resolution 1 by a person who is otherwise prohibited from voting as a proxy where the appointment specifies how the proxy is to vote. The Chairman may vote as proxy in accordance with an express authorisation on the Proxy Form.

ASX voting exclusion statements

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions. The Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons or an Associate of those persons:

Resolution	Excluded Parties
Resolution 3	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder).

However, the Company need not disregard a vote on Resolution 3 if it is cast by:

• a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Proxy Appointment, Voting and Meeting Instructions

Lodgement of a Proxy Form

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be received at an address given below by 3.00pm (WST) on Sunday, 24 November 2019 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid. Proxy Forms may be lodged as follows:

Online	Atwww.investorvote.com.au
By mail	Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia
By fax	1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)
By mobile	Scan the QR Code on your proxy form and follow the prompts
Custodian voting	For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.comto submit your voting intentions

For all enquiries call: (within Australia) 1300 850 505 / (outside Australia) +61 (03) 9415 4000

Appointment of a proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

If you wish to appoint the Chairman as your proxy, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairman, please write the name of that person in the space provided on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll.

To appoint a second proxy you must, on each Proxy Form, state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry before the Meeting or at the registration desk on the day of the Meeting.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the Resolution. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate boxes. If you do not mark any of the boxes next

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to a Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution, your vote will be invalid.

Voting restrictions that may affect your proxy appointment

Members of the Key Management Personnel (except for the Chairman) and their Closely Related Parties are not able to vote your proxy on Resolution 1 (Adoption of the Remuneration Report) unless you have directed them how to vote. This exclusion does not apply to the Chairman if his appointment as proxy expressly authorises him to vote on matters of Key Management Personnel remuneration.

If you intend to appoint the Chairman, a Director or any other member of Key Management Personnel or any of their Closely Related Parties as your proxy, you are encouraged to direct them how to vote on all the Resolutions.

Chairman voting undirected proxies

At the date of this Notice, the Chairman intends to vote all undirected proxies FOR each of the Resolutions. In exceptional cases the Chairman’s intentions may change subsequently and in this event, the Company will make an announcement to the market.

The Proxy Form expressly authorises the Chairman to exercise undirected proxies on all Resolutions including Resolution 1 (Adoption of the Remuneration Report) even though these Resolutions are connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Voting entitlement (snapshot date)

For the purposes of determining voting and attendance entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 5:00pm (WST) on Sunday, 24 November 2019. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Questions from Shareholders

At the Meeting, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report. A representative of William Buck, as the Auditor responsible for preparing the Auditor's report for the year ended 30 June 2019, will attend the Meeting.

The Chairman will also allow a reasonable opportunity for Shareholders to ask the Auditor questions about:

• the conduct of the audit;

• the preparation and content of the Auditor's report;

• the accounting policies adopted by the Company in relation to the preparation of financial statements; and

• the independence of the Auditor in relation to the conduct of the audit.

To assist the Board and the Auditor of the Company in responding to questions please submit any questions you may have to the Company in writing by 5.00pm (WST) on Friday, 22 November 2019 in the same manner as outlined above for lodgement of Proxy Forms. Copies of written questions will be available at the meeting.

As required under section 250PA of the Corporations Act, the Company will make available at the Meeting those questions directed to the Auditor received in writing at least 5 business days prior to the Meeting, being questions which the Auditor considers relevant to the content of the Auditor's report or the conduct of the audit of the annual financial report for the year ended 30 June 2019. The Chairman will allow a reasonable opportunity for the Auditor to respond to the questions set out on this list.

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. Annual Financial Report

The Corporations Act requires that the Directors’ report, Auditors’ report and the financial statements of the Company for the year ended 30 June 2019 be tabled at the Annual General Meeting. These reports are contained in the Company’s Annual Report.

Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders on the reports and financial statements. However, Shareholders will be given reasonable opportunity to raise questions on the reports and ask questions of the Company’s Auditor.

2. Resolution 1: Adoption of Remuneration Report

The Remuneration Report is set out in the Directors’ report in the Annual Report.

The Corporations Act requires the Company to put a resolution to Shareholders that the Remuneration Report be adopted. In accordance with section 250R(3) of the Corporations Act, the vote on the Resolution is advisory only and does not bind the Directors or the Company.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings of the Company, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the managing director) must go up for re-election.

Votes cast against the Remuneration Report at the Company’s 2018 AGM did not exceed 25% of all votes cast, accordingly, a spill resolution will not under any circumstances be required to be considered at the Annual General Meeting.

A voting exclusion applies to Resolution 1 on the terms set out in the Notice of Meeting. Key Management Personnel and their Closely Related Parties may not vote on this Resolution and may not cast a vote as proxy, unless the proxy appointment gives a direction on how to vote or the proxy is given to the Chairman and expressly authorises the Chairman to exercise the proxy. The Chairman will use any such proxies to vote in favour of Resolution 1.

The Company encourages all Shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

3. Resolution 2: Re-election of Director – Mr Roger Port

3.1 Background

Resolution 2 seeks Shareholder approval for the re-election of Mr Roger Port as a Director of the Company.

In accordance with article 6.3(c) of the Constitution, at every annual general meeting of the Company one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are:

• (a) those who have been in office for 3 years since their appointment or last re-appointment;

• (b) those who have been longest in office since their appointment or last re-appointment; or

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• (c) if the Directors have been in office for an equal length of time, by agreement.

Mr Port retires by rotation and offers himself for re-election as a Director.

3.2 Biography – Mr Roger Port, Non-Executive Director

Mr Port is a founding director of the Company who was appointed upon incorporation on 6 September 2017.

Mr Port was a partner of PricewaterhouseCoopers from 1997 to 2016. He has 30 years’ experience in financial analysis, company and business valuations, transaction due diligence and mergers and acquisitions and led the PricewaterhouseCoopers Perth Deals team from 2009 to 2016. He has had significant experience in the resources sector in his career and jointly led the PwC Australia Deals Energy & Mining industry group for five years

Mr Port is a graduate of Macquarie University and gained a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia. He is a Fellow of Chartered Accountants Australia and New Zealand, a Senior Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of Company Directors.

Mr Port is a board member of MG Kailis Holdings Pty Ltd, Harry Perkins Institute of Medical Research and Guildford Grammar School Foundation and Chair of Council of Guildford Grammar School.

3.3 Directors’ recommendation

The Directors (other than Mr Port) recommend that Shareholders vote in favour of Resolution 2.

4. Resolution 3: Approval of Additional Placement Facility

4.1 Background

Resolution 3 seeks Shareholder approval for an additional issuing capacity under Listing Rule 7.1A ( Additional Placement Facility ).

If approved, Resolution 3 would enable the Company to issue additional Equity Securities (calculated below) over a 12 month period without obtaining Shareholder approval.

Resolution 3 is a special resolution. It must be passed by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

4.2 Applicable Listing Rules

Listing Rule 7.1A permits eligible entities that have obtained the approval of shareholders by special resolution at an annual general meeting, to have an additional capacity to issue additional Equity Securities issue equal to approximately 10% of its issued capital, over a 12 month period.

The Company is an eligible entity (being an entity with market capitalisation of $300 million or less and which is not included in the S&P/ASX 300 index) and seeks Shareholder approval under this Resolution for the Additional Placement Facility.

4.3 Requirements of Listing Rule 7.1A

(a) Quoted securities

Any Equity Securities issued under the Additional Placement Facility must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.

As at the date of this Notice, the Company has one class of Equity Securities quoted on ASX, being fully paid ordinary Shares.

(b) Number of Equity Securities that may be issued

Listing Rule 7.1 permits the Company to issue Equity Securities equal to approximately 15% of the Company’s issued capital over a 12 month period without shareholder approval.

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The Additional Placement Facility under Listing Rule 7.1A is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. The effect of Shareholders passing Resolution 3 is to allow the Company to issue Equity Securities equal to approximately 25% of its issued capital during the next 12 months without first obtaining specific Shareholder approval.

The exact number of additional Equity Securities that the Company may issue under the Additional Placement Facility is not fixed but is calculated under a formula prescribed by the Listing Rules (set out below).

At the date of this Notice the Company has 103,876,039 Shares on issue. If Resolution 3 is approved, the Company will be permitted to issue (as at the date of this Notice) approximately:

• (i) 15,581,405 Equity Securities under the Listing Rule 7.1 (15% placement capacity); and

• (ii) 10,387,604 Equity Securities under the Additional Placement Capacity.

(c)

Formula for Additional Placement Facility

If Resolution 3 is approved, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula:

Additional Placement Capacity = (A x D) – E

where:

• A = the number of fully paid ordinary securities on issue 12 months before the issue date or date of agreement to issue:

• plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary securities that became fully paid in the 12 months;

• plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rule 7.1 or Listing Rule 7.4;

• less the number of fully paid ordinary securities cancelled in the 12 months.

• D = 10%

• E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

4.4 Listing Rule information requirements

Listing Rule 7.3A requires that the following information be provided to Shareholders in relation to Resolution 3 for the purposes of obtaining approval under Listing Rule 7.1A:

(a) Minimum price at which Equity Securities may be issued

The issue price of any Equity Security under the Additional Placement Facility will not be less than 75% of the VWAP for securities in the same class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the securities are to be issued is agreed; or

• (ii) if the securities are not issued within 5 trading days of the date above, the date on which the securities are issued.

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(b) Risk of economic and voting dilution

If Resolution 3 is approved and the Company issues securities under the Additional Placement Facility, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

• (i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date of this Meeting; and

• (ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date or the new Equity Securities may be issued in consideration for the acquisition of a new asset.

The table below identifies the potential dilution to existing Shareholders following the issue of Equity Securities under the Additional Placement Facility (based on the formula set out above) using different variables for the number of issued Shares and the market price of Shares.

The numbers are calculated on the basis of the latest available market price of Shares before the date of this Notice and the current number of Shares on issue.

Variable A in Listing Rule 7.1A			Issue price
		$0.215 (market price)	$0.161 (25% decrease in market price)	$0.108 (50% decrease in market price)
Current issued capital A = 103,876,039	Shares issued under LR 7.1A	10,387,604	10,387,604	10,387,604
	Voting dilution	10%	10%	10%
	Funds raised	$2,233,335	$1,675,001	$1,116,667
	Economic dilution	0%	2.27%	4.55%
50% increase in issued capital A = 155,814,058	Shares issued under LR 7.1A	15,581,406	15,581,406	15,581,406
	Voting dilution	10%	10%	10%
	Funds raised	$3,350,002	$2,512,502	$1,675,001
	Economic dilution	0%	2.27%	4.55%

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Variable A in Listing Rule 7.1A			Issue price
		$0.215 (market price)	$0.161 (25% decrease in market price)	$0.108 (50% decrease in market price)
100% increase in current issued capital A = 207,752,078	Shares issued under LR 7.1A	20,775,208	20,775,208	20,775,208
	Voting dilution	10%	10%	10%
	Funds raised	$4,466,670	$3,350,002	$2,233,335
	Economic dilution	0%	2.27%	4.55%

The above table has been prepared on the following assumptions:

1. the latest available market price of Shares, being the closing price as at 14 October 2019, was $0.215;

2. the Company issues the maximum number of Equity Securities available under the Additional Placement Facility;

3. existing Shareholders’ holdings do not change from the date of this Meeting to the date of the issue under the Additional Placement Facility;

4. the Company issues Shares only and does not issue other types of Equity Securities (such as Options) under the Additional Placement Facility;

5. the impact of placements under Listing Rule 7.1 or following the exercise of Options is not included in the calculations; and

6. Economic dilution (ED) is calculated using the following formula:

ED = (MP - (NMC / TS)) / MP

where:

MP = the market price of shares traded on ASX, expressed in dollars;

• MC = market capitalisation prior to issue of Equity Securities, being the MP multiplied by the number of shares on issue;

• NMC = notional market capitalisation, being the MC plus the NSV;

• NSV = new security value, being the number of new Equity Securities multiplied by the issue price of those Equity Securities; and

• TS = total shares on issue following new Equity Security issue.

(c) Date by which Equity Securities may be issued

Equity Securities may be issued under the Additional Placement Facility for 12 months after the Meeting (i.e. until 26 November 2020).

However, the approval of the Additional Placement Facility under this Resolution will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a

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significant change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal of the Company’s main undertaking).

(d) Purpose for which Equity Securities may be issued

The Company may seek to issue Equity Securities under the Additional Placement Facility for the following purposes:

• (i) cash consideration to fund business growth, to acquire new assets or make investments, to develop the Company’s existing assets and operations and for general working capital; and

• (ii) non-cash consideration for working capital purposes, to acquire new assets or make investments; in these circumstances the Company will provide a valuation of the noncash consideration as required by Listing Rule 7.1A.3.

(e)

Allocation policy

The Company’s allocation policy for the issue of Equity Securities under the Additional Placement Facility will depend on the prevailing market conditions at the time of the proposed issue. The allottees will be determined on a case-by-case basis having regard to factors such as:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (ii) the effect of the issue of the new securities on the control of the Company;

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

• (iv) advice from corporate and other advisors.

As at the date of this Notice, the Company has not identified any proposed allottees of Equity Securities using the Additional Placement Facility. However, the eventual allottees may include existing substantial Shareholders, other Shareholders and/or new investors.

None of the allottees will be a Related Party or an associate of a Related Party of the Company, except as permitted under Listing Rule 7.2. Existing Shareholders may or may not be entitled to subscribe for Equity Securities under the Additional Placement Facility and it is possible that their shareholding will be diluted.

If the Additional Placement Facility is used to acquire new assets or investments, then it is likely that the allottees will be the vendors of these assets/investments.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities under the Additional Placement Facility.

(f)

Additional information on issued securities

The Company previously obtained approval under Listing Rule 7.1A at its 2018 Annual General Meeting on 16 November 2018 and the Company has issued nil securities pursuant to that Listing Rule 7.1A approval.

During the 12 month period prior to the date of this Notice, the Company otherwise issued a total of 11,376,038 new Shares and 9,601,315 new Options, being a total of 20,977,353 New Equity Securities.

The total amount of 20,977,353 New Equity Securities issued represents approximately 15.9% of the total diluted number of Equity Securities on issue in the Company on 16 November 2018, being 131,805,001.

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Information relating to issues of Equity Securities by the Company in the 12 months prior to the date of this Notice is as follows:

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue	If issued for cash – the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration – a description of the consideration and the current value of the consideration
21 December 2018	26,599 ordinary fully paid shares	Note 2	Issued on the exercise of options previously issued to shareholders pursuant to an entitlement offer.	Issued at 40 cents per share. Market price of the Company’s shares on the trading day prior to issue was 17.5 cents.	Cash consideration of $10,640. Funds used for working capital purposes.
21 December 2018	26,599 unlisted options	Note 3	Issued on the exercise of options previously issued to shareholders pursuant to an entitlement offer.	Nil issue price. Market price of the Company’s shares on the trading day prior to issue was 17.5 cents.	Options issued as attaching securities on the exercise of options for no additional cash consideration. At the date of this Notice of Meeting the options have nil fair value as the exercise price of the options exceeds the underlying market value of the Company’s shares.
6 May 2019	2,130,000 unlisted options	Note 4	Issued to certain employees of the Company pursuant to the terms of the Company’s Employee Share Option Plan.	Nil issue price. Market price of the Company’s shares on the trading day prior to issue was 14.5 cents.	Options issued to employees of the Company for no cash consideration. At the date of this Notice of Meeting the options have a fair value of $31,950 comparing the exercise price of the options and the underlying market value of the Company’s shares of $0.215.
17 June 2019	11,289,439 ordinary fully paid shares	Note 2	Issued to existing shareholders pursuant to a non- renounceable entitlement offer.	Issued at a price of 15 cents per share. Market price of the Company’s shares on the trading day prior to issue was 12 cents.	Cash consideration $1,693,416 before costs of the issue. Funds from the raising have been used to fund exploration and evaluation at the Silver Mountain Project, project assessment and for working capital purposes.

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Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue	If issued for cash – the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration – a description of the consideration and the current value of the consideration
17 June 2019	5,644,716 unlisted options	Note 5	Issued to existing shareholders pursuant to a non- renounceable entitlement offer.	Issued for nil further consideration as free attaching securities. Market price of the Company’s shares on the trading day prior to issue was 12 cents.	Options issued as attaching securities for nil cash consideration. At the date of this Notice of Meeting the options have a fair value of $84,671 comparing the exercise price of the options and the underlying market value of the Company’s shares of $0.215.
30 August 2019	60,000 ordinary fully paid shares	Note 2	Issued to employees on the exercise of vested performance rights (previously issued pursuant to the Company’s Employee Option Plan).	Issued for nil consideration. Market price of the Company’s shares on the trading day prior to issue was 16 cents.	Shares issued for nil consideration. Value of the shares issued at the current market price of $0.215 per share is $12,900.
30 August 2019	1,800,000 unlisted options	Note 6	Issued to certain employees of the Company pursuant to the terms of the Company’s Employee Share Option Plan.	Nil issue price. Market price of the Company’s shares on the trading day prior to issue was 16 cents.	Options issued to employees of the Company for no cash consideration. At the date of this Notice of Meeting the options have a fair value of $27,000 comparing the exercise price of the options and the underlying market value of the Company’s shares of $0.215.

Notes:

1. Market Price means the closing price of ordinary fully paid shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises).

2. Ordinary fully paid shares (EM2), terms of which are set out in the Company’s constitution.

3. Unlisted options issued pursuant to the terms and conditions of an entitlement offer prospectus dated 3 September 2018, exercisable at 80 cents each on or before 15 December 2019.

4. Unlisted options issued pursuant to the terms and conditions of the Eagle Mountain Mining Limited Employee Option Plan and exercisable at 20 cents each on or before 1 February 2023.

5. Unlisted options issued pursuant to the terms and conditions of an entitlement offer prospectus dated 13 May 2019, exercisable at 20 cents each on or before 31 July 2021.

6. Unlisted options issued pursuant to the terms and conditions of the Eagle Mountain Mining Limited Employee Option Plan and exercisable at 20 cents each on or before 1 July 2023.

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(g) Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3 as it will give the Company the flexibility to raise and fund necessary working capital whilst preserving the Company’s cash reserves.

5. Resolution 4 – Approval to amend Company’s Constitution

5.1

Background

On 28 November 2018, ASX released a consultation paper, Simplifying, clarifying and enhancing the integrity and efficiency of the ASX Listing Rules, outlining various changes to the ASX Listing Rules proposed to take effect as of 1 December 2019.

ASX requires that listed entities, i.e. the Company, with restricted securities currently on issue or who may issue restricted securities in at some future time, amend their constitutions to align with the proposed modified ASX escrow regime set out in Section 5.3 below.

Resolution 4 seeks Shareholder approval to amend, replace and delete various provisions in the Company’s Constitution as set out in Schedule 1.

Resolution 4 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

5.2

Corporations Act requirements

Section 136(2) of the Corporations Act provides that a company may modify its constitution by special resolution.

5.3

Listing Rule requirements

Proposed ASX Listing Rule 15.12 requires a listed entity’s constitution to include provisions relating to:

• (a) management by the Company of disposal of restricted securities by restricted security holders, unless permitted by ASX or the Listing Rules;

• (b) holders of restricted securities signing an escrow deed agreeing that restricted securities have a holding lock applied and are held on the entity’s issuer sponsored subregister for the duration of the applicable escrow period;

• (c) an entity refusing to acknowledge or action transfers or disposal of restricted securities during the applicable escrow period, subject to any permission from ASX or the Listing Rules;

• (d) a holder or restricted securities not being entitled to participate in any return of capital on restricted securities during the applicable escrow period except as permitted by ASX or the Listing Rules; and

• (e) if a holder of restricted securities breaches any escrow deed in place during the applicable escrow period, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

5.4 Directors’ recommendation

For the reasons outlined above, the Board unanimously recommends that Shareholders vote in favour of Resolution 4.

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Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

A$ or $	Australian dollars.
Additional Placement	Has the meaning given to that term in section 4.1 of this Explanatory Statement.
Capacity
Annual General	The annual general meeting of Shareholders, or any adjournment thereof,
MeetingorMeeting	convened by this Notice.
Annual Report	The annual report of the Company for the year ended 30 June 2019, including the
	financial report, the Directors’ report and the Auditor’s report.
Associate	Has the meaning given to that term in the Listing Rules.
ASX	ASX Limited (ACN 008 624 691) or the financial market known as the Australian
	Securities Exchange, as the context requires.
Auditor	The auditor of the Company, being William Buck at the date of this Notice.
Board	The board of Directors of the Company.
Chairman	The chairman of the Annual General Meeting.
Closely Related Party	Has same meaning given to that term in section 9 of the Corporations Act, being,
	in relation to a member of Key Management Personnel:
	(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)
	(currently none are prescribed).
CompanyorEagle	Eagle Mountain Mining Limited (ACN 621 541 204).
Mountain
Company Secretary	The company secretary of the Company at the time of the Meeting.
Constitution	The Constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	A director of the Company.
Equity Security	Has the meaning given to that term in ASX Listing Rule 19.12, being:
	(a) a share;
	(b) a unit;
	(c) a right to a share or unit or option;
	(d) an option over an issued or unissued security;
	(e) a convertible security;
	(f) any security that ASX decides to classify as an equity security;
	(g) but not a security that ASX decides to classify as a debt security.

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Explanatory Statement	This explanatory statement which accompanies and forms part of the Notice.
Glossary	This glossary of terms.
Key Management	Has the same meaning as the definition of that term in section 9 of the
Personnel	Corporations Act, being those persons details of whose remuneration are included
	in the Remuneration Report having authority and responsibility for planning,
	directing and controlling the activities of the Company, directly or indirectly,
	including any Director (whether executive or otherwise) of the Company.
Listing Rules	The listing rules of ASX, as amended from time to time.
NoticeorNotice of	The notice of Annual General Meeting which accompanies this Explanatory
Meeting	Statement.
Option	An option to subscribe for a Share.
Proxy Form	The proxy form accompanying this Notice of Meeting.
Related Party	Has the meaning given to that term in section 228 of the Corporations Act.
Remuneration Report	The remuneration report of the Company for the year ended 30 June 2019,
	appearing in the Annual Report.
Resolution	A resolution set out in the Notice.
Shareholder	The holder of a Share.
VWAP	The volume weighted average market price as that term is defined in the Listing
	Rules.
William Buck	William Buck Audit (WA) Pty Ltd (ACN 125 012 124).
WST	Australian Western Standard Time, being the time in Perth, Western Australia.

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Schedule 1- Proposed amendments to Company’s Constitution

The following Schedule states the proposed amendments to the Company’s Constitution, subject to the passing of Resolution 4 of this Notice as a special resolution.

1. Delete article 4.2(b) and replace it with the following:

2. 4.2(b ) Except as permitted by the Listing Rules or ASX, a Member must not dispose of restricted securities, or agree or offer to dispose of, during the escrow period for those securities.

3. Insert the following as new article 4.8:

4.8 Restricted securities to be held on issuer sponsored sub-register

If a Member holds restricted securities in the same class as quoted securities, the Member will be taken to have agreed in writing with the Company that the restricted securities are to be kept on the Company’s issuer sponsored sub-register of the Register and are to have a holding lock applied for the duration of the escrow period applicable to those securities.

1. Delete article 5.12(h) and replace it with the following:

2. 5.12(h) A Member who holds restricted securities who breaches a restriction deed or a provision of this Constitution restricting the disposal of those securities is not entitled to any voting rights in respect of those restricted securities for so long as the breach continues.

3. Delete article 10.1(f) which provides as follows:

4. 10.1(f) A Member who holds restricted securities is not entitled to any Dividends in respect of those restricted securities during:

   • (i) a breach of the Listing Rules relating to those restricted securities; or

   • (ii) a breach of a restriction agreement

5. Insert the following as new article 10.10:

10.10 Restricted securities

• (a) A Member who holds restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (b) A Member who holds restricted securities who breaches a restriction deed or a provision of this Constitution restricting the disposal of those securities is not entitled to any Dividends or distribution of capital in respect of those restricted securities for so long as the breach continues.