EAGLE MOUNTAIN MINING LIMITED — AGM Information 2022

Oct 12, 2022

ASX Announcement 13 OCTOBER 2022

==> picture [161 x 69] intentionally omitted <==

Notice of Annual General Meeting

Eagle Mountain Mining Limited (ASX: EM2 ) (‘ Eagle Mountain ’ or the ‘ Company ’) is pleased to advise that its Annual General Meeting will be held at 3.30pm on Monday 14 November 2022.

Attached is a Notice of Meeting and a letter to shareholders advising further details of the meeting and access to meeting documents.

For further information please contact:

Tim Mason Mark Pitts BEng, MBA, GAICD B.Bus, FCA, GAICD Chief Executive Officer Company Secretary tim@eaglemountain.com.au mark@eaglemountain.com.au

This Announcement has been approved for release by Mark Pitts, Company Secretary on behalf of the Board of Eagle Mountain Mining Limited

ABOUT EAGLE MOUNTAIN MINING

Eagle Mountain is a copper-gold explorer focused on the strategic exploration and development of the Oracle Ridge Copper Mine and the highly prospective greenfields Silver Mountain Project, both located in Arizona, USA.

Arizona is at the heart of America’s mining industry and home to some of the world’s largest copper discoveries such as Bagdad, Miami and Resolution, one of the largest undeveloped copper deposits in the world.

Follow the Company’s developments through our website and social media channels:

==> picture [42 x 41] intentionally omitted <==

Linkedin

==> picture [42 x 39] intentionally omitted <==

==> picture [37 x 37] intentionally omitted <==

Twitter EM2 Website

==> picture [596 x 132] intentionally omitted <==

----- Start of picture text -----

AUS REGISTERED OFFICE
Ground Floor, 22 Stirling Highway
Nedlands WA 6009
ACN: 621 541 204
CONTACT ASX: EM2
E: info@eaglemountain.com.au eaglemountain.com.au
----- End of picture text -----

==> picture [387 x 182] intentionally omitted <==

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

The Offices of Eagle Mountain Mining Limited Ground Floor, 22 Stirling Highway Nedlands Western Australia

On Monday, 14 November 2022 at 3.30pm (WST)

Shareholders please refer to the Important Information regarding the Annual General Meeting on page 1 of this Notice.

Important Information

Contents

Item	Page
Notice of Annual General Meeting	2
Voting Exclusions	4
Proxy Appointment, Voting and Meeting Instructions	5
Explanatory Statement	7
Glossary	19

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
Last day for receipt of Proxy Forms – Proxy	3.30pm (WST) on Saturday, 12 November 2022
Forms received after this time will be
disregarded
Snapshot date for eligibility to vote	3.30pm (WST) on Saturday, 12 November 2022
Annual General Meeting	3.30pm (WST) on Monday, 14 November 2022

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.

Important information - COVID -19 virus health and safety requirements

The Board of Directors have elected to hold a physical meeting and have undertaken to implement certain protocols and practices to ensure the safe conduct of the Annual General Meeting in line with general health advisory recommendation.

Please note the following:

• Eagle Mountain Mining Limited’s Annual General Meeting with be held at Ground Floor, 22 Stirling Highway, Nedlands WA as noted on the front page of this Notice.

• Shareholders are encouraged to vote by proxy.

• No refreshments will be served at the Meeting.

• Voting on all Resolutions will be conducted by poll and not by show of hands.

• The minimum number of Directors and the Secretary will attend the Meeting in person (taking into account social distancing practices).

• Questions for the Board of Directors can be emailed to info@eaglemountain.com.au and must be received no later than 5.00pm (WST) on Monday, 7 November 2022.

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

1

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Eagle Mountain Mining Limited ACN 621 541 204 ( Company or Eagle Mountain ) will be held at Ground Floor, 22 Stirling Highway, Nedlands WA at 3.30pm (WST) on Monday, 14 November 2022 for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

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

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 2022, 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 2022, as contained in the Company’s Annual Report for 2022, 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 Rick Crabb

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 Rick Crabb, 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.”

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

2

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 of Employee Incentive Plan

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

“That, for the purposes of Listing Rule 7.2 (exception 13) and for all other purposes, Shareholders approve the Company’s updated Employee Incentive Plan, a summary of which is set out in the Schedule to the Explanatory Statement, and for the issue of up to 13,413,253 Equity Securities under the plan in reliance on Listing Rule 7.2 (Exception 13), on the terms and conditions set out in the Explanatory Statement.”

Resolution 5: Amendment of 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 and for all other purposes, approval is given for the Company to amend its existing Constitution to permit the Company to hold general meetings using virtual meeting technology as contemplated by section 249R(1)(c) of the Corporations Act, in the manner set out in the Explanatory Statement, with effect from the conclusion of the Meeting.”

Note:

Resolution 5 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

==> picture [96 x 44] intentionally omitted <==

Mr Mark Pitts Company Secretary 10 October 2022

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

3

Voting 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 the following persons.

Resolution	Excluded Parties
Resolution 3	If at the time of the Meeting the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, any person who is expected to participate in the issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares).
Resolution 4	A person who is eligible to participate in the Company’s Employee Incentive Plan.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with a direction given to the chair to vote on a Resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary providing the following conditions are met:

• 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 a Resolution; and

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

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

4

Proxy Appointment and Voting Instructions

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 below, or by fax or email by on 3.30pm (WST) on Monday, 14 November 2022 . A Proxy Form received after that time will not be valid.

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

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.

The Company encourages Shareholders to appoint the Chairperson as your proxy. To do so, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson, 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 Chairperson will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, you may photocopy the Proxy Form or an additional Proxy Form may be obtained by telephoning the Share Registry on 1300 850 505 (within Australia) or +61 (3) 9415 4000 (overseas).

Please note, it is recommended Shareholders complete the attached proxy form and send to the Company via the communication methods outlined above.

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

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

5

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 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.

Chairperson voting undirected proxies

If the Chairperson is your proxy, the Chairperson will cast your votes in accordance with your directions on the Proxy Form. If you do not mark any of the boxes on the Resolutions, then you expressly authorise the Chairperson to vote your undirected proxies at his/her discretion.

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

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 3.30pm (WST) on Saturday, 12 November 2022 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the 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 2022, 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 Monday, 7 November 2022 in the same manner as outlined above for lodgment 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 2022. The Chairman will allow a reasonable opportunity for the Auditor to respond to the questions set out on this list.

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

6

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 or otherwise in the Explanatory Statement.

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 2022 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 2021 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).

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

7

3. Resolution 2: Re-election of Director – Mr Rick Crabb

3.1

Background

Resolution 2 seeks Shareholder approval for the re-election of Mr Rick Crabb 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

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

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

3.2 Biography – Mr Rick Crabb, Non-Executive Director (Chairman)

Rick Crabb holds degrees of Bachelor of Jurisprudence (Honours), Bachelor of Laws and Master of Business Administration from the University of Western Australia. He practised as a solicitor from 1980 to 2004 with Robinson Cox (now Clayton Utz) and Blakiston & Crabb (now Gilbert + Tobin) specialising in mining, corporate and commercial law, advised in relation to numerous project developments in Australia and Africa. Rick has since focused on his public company directorships and investments. He has been involved as a director and strategic shareholder in a number of successful public companies operating in mining, oil production and property development. He is currently non-executive chairman of Ora Gold Limited and a former director of Paladin Energy Limited (February 1994 to October 2019).

Mr Crabb was first appointed on 6 September 2017 and the Board considers him to be an independent director.

If Resolution 2 is passed, Rick Crabb will be re-elected as a Non-Executive Director of the Company. If Rick Crabb is not re-elected, he will retire as a Director. The Board may consider an appointment to fill a casual vacancy pursuant to the Constitution, with ratification at the Company’s next AGM.

3.3 Directors’ recommendation

The Directors (other than Mr Crabb) believe Mr Crabb brings valuable corporate and public company experience to the Board and 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.

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 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.

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

8

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 15%.

An “eligible entity” means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 3 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.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Information on Additional Placement Facility

(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) Formula for Additional Placement Facility

If Resolution 3 is passed, the Company may issue or agree to issue, during the 12month period after the 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 at the commencement of the relevant period:

• plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16, or 17;

• plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

9

  - the agreement was entered into before the commencement of the relevant period; or

  - the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

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

• plus the number of partly-paid ordinary securities that became fully paid in the relevant period;

• less the number of fully paid ordinary securities cancelled in the relevant period;

• D = 10%; and

• E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

4.3 Listing Rule requirements

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the proposed approval of the Additional Placement Facility:

• (a) Period for which the approval will be valid

The Additional Placement Facility will commence on the date of the Meeting and will expire on the first to occur of the following:

• the date that is 12 months after the Meeting (i.e. 14 November 2023);

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

• the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

(b)

Minimum price at which Equity Securities may be issued

Any Equity Securities issued under the Additional Placement Facility must be in an existing quoted class of the Company’s securities and issued for cash consideration per security which is not less than 75% of the VWAP for securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

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

• if the securities are not issued within 10 trading days of the above date, the date on which the securities are issued.

• (c)

Purpose for which Equity Securities may be issued

The Company may seek to issue Equity Securities under the Additional Placement Facility for 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.

(d) Risk of economic and voting dilution

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

10

If Resolution 3 is passed 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		Nominal issue price	Nominal issue price	Nominal issue price
		$0.205 (market price)	$0.16 (25% decrease in market price)	$0.108 (50% decrease in market price)
Current issued capital A = 268,265,063 Shares	New Shares (10% voting dilution)	26,826,506	26,826,506	26,826,506
	Funds raised	$5,499,434	$4,124,575	$2,883,849
50% increase in issued capital A = 402,397,594 Shares	New Shares (10% voting dilution)	40,239,759	40,239,759	40,239,759
	Funds raised	$8,249,151	$6,186,863	$4,124,575
100% increase in issued capital A = 536,530,126 Shares	New Shares (10% voting dilution)	53,653,013	53,653,013	53,653,013
	Funds raised	$10,998,868	$8,249,151	$5,499,434

Notes:

This table has been prepared on the following assumptions:

1. the latest available market price of Shares, being the closing price as at 7 October 2022, was $0.205;

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; and

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

(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

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

11

proposed issue. The allottees will be determined on a case-by-case basis having regard to the 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) Issues under Listing Rule 7.1A in past 12 months

The Company previously obtained approval under Listing Rule 7.1A at its 2021 Annual General Meeting on 19 November 2021.

During the 12-month period prior to the date of this Notice, the Company issued a total 23,171,758 Shares under this approval, representing approximately 8.95% of the total diluted number of Equity Securities on issue in the Company on 19 November 2021, being 258,847,200 Equity Securities.

Information relating to issues of Equity Securities by the Company under Listing Rule 7.1A in the 12 months prior to the date of this Notice is as follows:

Date of Issue	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 Price 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
30/3/2022	23,171,758	Ordinary fully paid	Issued as a placement to institutional and sophisticated investors as clients of Canaccord	$0.45 per share. The market price of shares on the trading day prior to	Cash consideration was $10,427,291 before costs of the issue. Funds raised and the balance remaining are being used to fund exploration at the Company’s Oracle Ridge

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

12

Genuity and PAC	the	issue	Copper Project and for
Partners.	was	$0.44	working capital.

Notes :

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

4.4 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3 as it will give the Company the flexibility to issue Securities without Shareholder approval to raise necessary working capital in the future.

5. Resolution 4: Approval to issue securities under Employee Incentive Plan

5.1 Background

The Company currently operates an Employee Incentive Plan under which Directors, officers, employees and certain contractors may be offered awards pursuant to which they acquire or earn Equity Securities (e.g. Shares, Options and performance rights) in the Company.

The Employee Incentive Plan has been established with the objectives of:

• establishing a method by which eligible participants can participate in the future growth and profitability of the Company through holding of equity interests in the Company;

• providing an incentive and reward for eligible participants for their contributions to the Company;

• attracting and retaining a high standard of executive, managerial, technical and other personnel for the benefit of the Company; and

• aligning the interests of eligible participants more closely with the interests of the Shareholders, by providing an opportunity for eligible participants to hold an equity interest in the Company.

The Treasury Laws Amendment (Costs of Living Support and Other Measures) Act 2022 ( ESS Act ) introduced a new Division 1A into Part 7.12 of the Corporations Act in relation to employee share schemes. The ESS Act, which takes effect from 1 October 2022, effectively replaces and expands the existing ASIC Class Orders [CO 14/1000] and [CO 14/1001].

Accordingly, the Company has prepared an updated Employee Incentive Plan to reflect the changes to employee share schemes under the Corporations Act, as introduced by the ESS Act.

The key changes to the Employee Incentive Plan are as follows:

• expansion of the eligibility criteria to include certain related persons such as Directors, employees and service providers (including immediate family members, controlled bodies corporate or related self-managed superannuation funds) and removing the minimum service requirements;

• for offers of securities made for no monetary consideration, removing the issue limit previously stated in the Employee Incentive Plan for the purposes of enabling those

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

13

offers to be made without the need for a disclosure document under the Corporations Act to be given to the participant; and

• requiring that a cleansing notice be issued to ensure that any securities issued may be on-sold within 12 months of issue.

A summary of the Employee Incentive Plan is set out in the Schedule to this Explanatory Statement.

Shareholder approval pursuant to Listing Rule 7.2 Exception 13(b) is being sought to approve the issue of securities under the updated Employee Incentive Plan.

5.2 Listing Rule requirements

Listing Rule 7.1 provides that an entity must not, subject to specified exceptions in Listing Rule 7.2, issue or agree to issue more Equity Securities during a 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 sets out exceptions to the Equity Security placement limit under Listing Rule 7.1. The Company is seeking Shareholder approval pursuant to Listing Rule 7.2 Exception 13(b) to allow the Company to rely on this exception to the limit on the number of securities that may be issued without Shareholder approval under Listing Rule 7.1.

Listing Rule 7.2 exception 13(b) sets out an exception to Listing Rule 7.1 for the issue of Equity Securities under an employee incentive scheme (e.g. the Employee Incentive Plan) that has been approved by an entity’s shareholders. For a period of 3 years from approval, Equity Securities issued to persons who are not related parties of the entity under the Employee Incentive Plan are not counted in the calculation of the entity’s 15% issuing capacity under Listing Rule 7.1.

The following information is provided in relation to the Employee Incentive Plan, for the purposes of Listing Rule 7.2 Exception 13(b):

• (a) A summary of the Employee Incentive Plan is set out in the Schedule to this Explanatory Statement.

• (b) The Company has issued the following Equity Securities under the Employee Incentive Plan since 19 November 2020, being the date of the 2020 Annual General Meeting of the Company at which Shareholders re-approved the Employee Incentive Plan and the issue of Equity Securities under the Plan:

• (i) 5,300,000 options on 22 February 2021;

• (ii) 200,000 options on 14 May 2021; and

• (iii) 300,000 performance rights on 6 April 2022.

• (c) The maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, will be 13,413,253 (being 5% of the number of the Company’s fully paid ordinary shares on issue as at the date of this Notice). It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

If Resolution 4 is passed, the issue of securities under the Employee Incentive Plan to eligible participants within 3 years of the date of the Meeting will be excluded from the calculation of the Company’s placement capacity under Listing Rule 7.1.

If Resolution 4 is not passed, the Company may still issue securities under the Employee Incentive Plan to eligible participants however, any issue of securities will reduce the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the date of the issue of the securities.

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

14

5.3 Directors’ recommendation

Noting that the Directors may have a personal interest in the outcome of this Resolution 4 by virtue of them being eligible to participate in the Employee Incentive Plan, the Directors recommend that Shareholders vote in favour of Resolution 4. This will give the Board the flexibility to issue securities to eligible participants under the Employee Incentive Plan without using the Company’s issuing capacity under Listing Rule 7.1.

6. Resolution 5: Amendments to Constitution

6.1 Background

In 2021 the Corporations Act was amended to permit a company to hold and conduct general meetings using virtual meeting technology in accordance with the requirements of the Corporations Act.

The Board considers it important that the Company continue to have the ability to hold virtual meetings to ensure it is able to conduct general meetings in circumstances where in person attendance is not possible, practical or appropriate. Accordingly, it is proposed that the Constitution be amended to ensure the Company is able to hold virtual general meetings in accordance with the provisions in the Corporations Act concerning the use of virtual meeting technology.

6.2 Resolution

Resolution 5 is a special resolution which will enable the Company to amend its Constitution to:

• (a) expressly permit the Company to hold and conduct general meetings using virtual meeting technology as permitted by section 249R(1(c) of the Corporations Act; and

• (b) to ensure that the provisions of the Constitution concerning the conduct of meetings using virtual meeting technology are consistent with the requirements of section 253Q of the Corporations Act.

The amendments augment the existing provisions in the Constitution for the use of technology at general meetings and generally reflect the requirements of the Corporations Act.

Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed.

6.3 Proposed amendments

The table below sets out the proposed amendments to the Constitution to enable the Company to hold and conduct general meetings using virtual meeting technology in accordance with requirements of the Corporations Act.

Constitution clause reference	Amendment
Schedule 1 – new definition of “Virtual Meeting Technology”	The following new definition is added to Schedule 1: “Virtual Meeting Technologymeans any technology that allows a person to participate in a meeting without being physically present at the meeting.”
Article 5.3(d)	Article 5.3(d) is wholly replaced with the following: “(d) Subject to Article 5.11(h), a notice of meeting of Members must include: (i) the date and time of the meeting; (ii) if the meeting is to be held using Virtual Meeting Technology in accordance with Article 5.5, the technology that will be used to facilitate the meeting and sufficient information to allow the

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

15

	members to participate in the meeting by means of the Virtual Meeting Technology; (iii) the general nature of the business of the meeting; (iv) the date and time (being not more than 48 hours before the meeting) at which persons will be taken for the purposes of the meeting to hold Shares; and (v) any other information or documents specified by the Applicable Law.”
Article 5.5	Article 5.5 is wholly replaced with the following: “5.5 Use of technology at meetings (a) A general meeting may be held at two or more venues using Virtual Meeting Technology or using Virtual Meeting Technology only. (b) Subject to the Corporations Act and this Constitution, a general meeting may be held using one or more technologies that give the members participating a reasonable opportunity to participate in the meeting without being physically present. (c) Where a general meeting is held using any form of technology in accordance with Article 5.5(b): (i) the technology used must be reasonable and allow the members who are entitled to attend the meeting, and do attend the meeting using that Virtual Meeting Technology, as a whole, to exercise their right to ask questions and make comments both verbally and in writing; (ii) a member participating in the meeting is taken for all purposes, including the quorum requirements in Article 5.6, to be present in person at the meeting; (iii) if a person is entitled to attend the meeting, or to vote at the meeting, by proxy, the chairperson of the meeting must treat a duly appointed proxy in the same way as the person would be entitled or required to be treated if they attended the meeting in person; (iv) the provisions of this Constitution relating to general meetings apply, so far as they can and with any necessary changes, to general meetings held using that technology; and (v) the meeting is to be taken to be held at: (A) if the meeting is held at more than one physical venue (whether or not it is also held using Virtual Meeting Technology), the main physical venue of the meeting as set out in the notice of the meeting; or (B) if the meeting is held using Virtual Meeting Technology only, the registered office of the Company.”
Article 5.8	Article 5.8 is wholly replaced with the following: “5.8 General conduct, safety and participation at meetings (a) The chairperson of a meeting of Members is responsible for the general conduct of that meeting and for the procedures to be adopted at that meeting. The chairperson may: (i) make rulings or adjourn a meeting of Members without putting the question (or any question) to the vote if that action is required to ensure the orderly conduct of the meeting; (ii) determine the procedures concerning the admission, validity or rejection of a vote at a meeting of Members; (iii) determine any dispute concerning the admission, validity or rejection of a vote at a meeting of Members;

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

16

(iv) terminate debate or discussion on any matter being considered at the meeting and require that matter be put to a vote; (v) refuse to allow debate or discussion on any matter which is not business referred to in the notice of that meeting or is not business allowed to be discussed in accordance with the Corporations Act; (vi) subject to the Corporations Act, refuse to allow any amendment to be moved to a resolution set out in the notice of that meeting; or (vii) determine who may speak at Meetings of Members. (b) The chairperson of a general meeting may take any action they consider appropriate for the safety of persons attending the meeting and the orderly conduct of the meeting, and may refuse admission to a person, or require that person to leave and to remain out of the meeting, if that person: (i) behaves or threatens to behave in a dangerous, offensive or disruptive manner; (ii) is in possession of: (A) any article that the chairperson considers to be dangerous, offensive or liable to cause disruption, including a placard or banner; (B) a device capable of recording sound or images; (iii) refuses to produce on reasonable request, or to permit reasonable examination of, any article, or the contents of any article in the person's possession; or (iv) is not a person referred to in Article 5.4. (c) If the chairperson of a general meeting considers that there is not enough room for the members who wish to attend the meeting, they may arrange for any person whom they consider cannot be seated in the main meeting room to observe or attend the general meeting in a separate room. Even if the members present in the separate room are not able to participate in the conduct of the meeting, the meeting is nevertheless treated as validly held in the main room. (d) If a separate meeting place is linked to the main place of a general meeting by Virtual Meeting Technology which, by itself or in conjunction with other arrangements: (i) gives the general body of members in the separate meeting place a reasonable opportunity to participate in proceedings in the main place; (ii) enables the chairperson to be aware of proceedings in the other place; and (iii) enables the members in the separate meeting place to vote on a show of hands or on a poll, a member present at the separate meeting place is taken to be present at the general meeting and entitled to exercise all rights as if they were present at the main place. (e) If any technical difficulty occurs, whether before or during the general meeting, that results in one or more of the matters in Article 5.8(d) no longer being satisfied, the chairperson may, subject to the Corporations Act and Article 5.6: (i) allow the meeting to continue; or (ii) adjourn the meeting either for a reasonable period of time as may be required to fix the technology or to such other date, time and location as the chairperson of the meeting considers appropriate. (f) To avoid doubt, where the chairperson has allowed the general meeting to continue inaccordance with Article 5.8(e)(i), any

==> picture [107 x 721] intentionally omitted <==

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

17

resolution passed at that meeting is valid. (g) The chairperson of a meeting of Members may delegate any power conferred by this Article to any person.”

Article 5.11(h)

Article 5.11(h) is wholly replaced with the following: “(h) A notice under Article 5.11(c) of a meeting of Members resumed from an adjourned meeting and a notice postponing a meeting of Members must set out the place, date and time for the revised meeting (and if the revised meeting is to use Virtual Meeting Technology, the technology that will be used to facilitate the meeting and sufficient information to allow the members to participate in the meeting by means of the Virtual Meeting Technology).”

6.4 Corporations Act requirements

Section 136(2) of the Corporations Act provides that a company may modify or repeal its constitution (or a provision in its constitution), or may adopt a new constitution, by special resolution of its shareholders.

6.5

Directors’ recommendations

The Directors recommend that Shareholders vote in favour of Resolution 5 to give the Company the flexibility to hold and conduct general meetings using virtual meeting technology.

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

18

Glossary of terms

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

herwise requires:
Additional Placement	Has the meaning given to that term in section 4.1 of this Explanatory
Facility	Statement.
Annual General	The general meeting of Shareholders or any adjournment thereof,
MeetingorMeeting	convened by the Notice.
Annual Report	The annual report of the Company for the financial year ended 30 June
	2022, including the annual financial report, the Directors’ report and the
	Auditor’s report.
Associate	Has the meaning given to that term in the Listing Rules.
Associated Entity	Has the meaning given to that term in section 50AAA of the
	Corporations Act.
ASX	ASX Limited (ACN 008 624 691) or the financial market known as the
	Australian Securities Exchange operated by ASX Limited, as the context
	requires.
Auditor	The auditor of the Company, being William Buck Audit (WA) Pty Ltd at
	the date of this Notice.
A$ or $	Australian dollars.
Board	The Board of Directors of the Company.
Business Day	Has the meaning given to that term in the Listing Rules.
Chairperson	The chair 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).
Company	Eagle Mountain Mining Limited (ACN 621 541 204).
Constitution	The constitution of the Company.
Corporations Act	The_Corporations Act 2001_(Cth).
Director	A director of the Company.
Employee Incentive	The employee incentive plan established by the Company.
Plan

19

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Equity Security

Has the meaning given to that term in ASX Listing Rule 19.12, being:

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.
Explanatory	This explanatory statement which accompanies and forms part of the
Statement	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 general meeting which accompanies this Explanatory
Annual General	Statement.
Meeting
Option	An option to acquire a Share.
Proxy Form	The proxy form accompanying the Notice.
Related Party	Has the meaning given to that term in the Listing Rules.
Remuneration Report	The remuneration report of the Company for the financial year ended
	30 June 2022, appearing in the Annual Report.
Resolution	A resolution set out in the Notice.
Securities	The securities of the Company within the meaning of section 761A of
	the Corporations Act and includes a Share and an Option.
Share	A fully paid ordinary share in the Company.
Shareholder	The holder of a Share in the Company.
VWAP	The volume weighted average sale prices of Shares sold on ASX
	during the specified period, excluding any transaction defined in the
	ASX Operating Rules as ‘special’, crossings prior to the
	commencement of normal trading, crossings during the after-hours
	adjust phase and any overseas trades or exchange traded option
	exercises.
WST	Australian Western Standard Time, being the time in Perth, Western
	Australia.

20

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Schedule – Summary of Employee Incentive Plan

Item	Details
Eligibility	The following persons of the Company are eligible to participate in the Employee Incentive Plan: • an employee of the Company or any of its Associated Entities; • a director of the Company or any of its Associated Entities; • an individual who provides services to the Company or any of its Associated Entities; • any other person who is a ‘primary participant’ as defined in section 1100L(1)(a) of the Corporations Act in relation to the Company or any of its Associated Entities; or • any other person who is a ‘related person’ as defined in section 1100L(1)(b) of the Corporations Act of a ‘primary participant’ referred to above, (Eligible Persons).
Awards	Awards issued under the Employee Incentive Plan includes any share-based incentive award, including: • shares; • options to subscribe for a share issued in accordance with the Employee Incentive Plan and subject to the satisfaction of any vesting conditions, performance conditions and/or exercise conditions and payment of the relevant exercise price; or • performance rights which provide entitlements to be issued with shares, subject to the satisfaction of any vesting conditions and/or performance conditions, (Awards). Awards may, among other things, be loan-funded or issued as tax-deferred incentives under Australian tax legislation.
Administration	Subject to the requirements of the Listing Rules and the Corporations Act, the Board will administer the Employee Incentive Plan and determine: • the persons to whom the awards will be offered under the Employee Incentive Plan; and • the number of awards which may be offered to those persons.
Restriction conditions	Awards may be subject to restriction conditions (such as a period of employment) which must be satisfied before the underlying Shares can be sold, transferred, or encumbered.
Limits on Issue	The Company must not make an offer of Awards for ‘monetary consideration’ (within the meaning of section 1100Q of the Corporations Act) Monetary Offers for Awards that are subject to the ESS Division to the extent doing so would contravene the ‘issue cap’ under section 1100W of the Corporations Act. The following will be excluded from the calculation of the ‘issue cap’ unless and to the extent they are required by applicable law to be included in such calculation: • Awards which are issued by the Company in circumstances where the Company does not rely upon Division 1A of Part 7.12 of the Corporations Act (ESS Division) or a similar exemption or modification to the Corporations Act granted by ASIC; and • Awards offered in the following circumstances: o an Offer made to a person situated outside of Australia at the time of receipt of the Offer; o an Offer that did not need disclosure to the Eligible Person because of section 708 or section 1012D of the Corporations Act; or o an Offer made pursuant to a ‘disclosure document’ (as defined in the Corporations Act). Awards may not be issued to any person to whom the issue of those Awards would require the approval of Shareholders under the Corporations Act, the Listing Rules or other applicable law unless: • approval is given by Shareholders in general meeting in accordance with the applicable legal requirements; or

21

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

	• the issue of those Awards falls within a relevant exception to the applicable law.
Offer and Acceptance of Awards	Following determination that an Eligible Person may participate in the Employee Incentive Plan, the Board may from time to time make an offer in writing to an Eligible Person. Each offer must specify, in clear, concise and effective manner: • the date of the offer, and the final date by which the offer must be accepted; • the name and address of the Eligible Person to whom the offer is made; • the type of awards being offered; • the maximum number of awards being offered; • in the case of Options, the exercise price and the exercise period; • the vesting conditions (if any), the performance conditions and performance period (if any), the test dates (if any) and/or exercise conditions (if any) relating to the awards being offered; • the term and expiry date or end date (if any); • the summary of any rights attaching to the awards; • agreement with the Eligible Person for the Company to supply details to third parties (including the share registry of the Company) where required by law; and • any other matters required to be specified in the Offer by the Corporations Act, including the ESS Division.
Vesting of Awards	The Board may, at its absolute discretion, determine that awards issued will be subject to vesting conditions (e.g. performance milestones) and in those circumstances, awards cannot vest in the Eligible Person until such time as those vesting conditions have been satisfied or waived. If the vesting conditions are not satisfied, the awards will lapse or be cancelled.
Plan Shares	Any share received pursuant to an award under the Employee Incentive Plan by an Eligible Person (Plan Share) will: • be credited as fully paid; • rank equally in all respects with shares already on issue (except for entitlements which had a record date before the date of issue or transfer of the Plan Share); and • be subject to any restrictions imposed under the Employee Incentive Plan. The Company will apply for quotation of Plan Shares as soon as practicable following the issue of those Plan Shares.
Dividends and Voting Rights	Plan Shares An Eligible Person who holds awards which are Plan Shares is entitled to receive: • a notice of meeting of shareholders and may exercise any voting rights attaching to those Plan Shares; and • income deriving from those Plan Shares, including dividends and distributions declared or paid on those Plan Shares. Convertible Securities Holders of convertible securities do not have any of the following rights unless and until Plan Shares are allocated or acquired on vesting and exercise: • the right to receive notice of, attend and vote at general meetings of the Company; • the right to dividends by the Company; • the right to a return of capital by the Company; or • the right to participate in the surplus assets of the Company on winding-up.

22

EAGLE MOUNTAIN MINING LIMITED – NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

==> picture [141 x 54] intentionally omitted <==

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

EM2

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:30pm (AWST) on Saturday, 12 November 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Eagle Mountain Mining Limited hereby appoint the Chairman OR of the Meeting

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Eagle Mountain Mining Limited to be held at The Offices of Eagle Mountain Mining Limited, Ground Floor, 22 Stirling Highway, Nedlands, WA 6009 on Monday, 14 November 2022 at 3:30pm (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1and 4 by marking the appropriate boxs in step 2.

Step 2 Items of Business

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

For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director – Mr Rick Crabb
Resolution	3	Approval of Additional Placement Facility
Resolution	4	Approval of Employee Incentive Plan
Resolution	5	Amendment of Constitution

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

Step 3 Signature of Securityholder(s)

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

E M 2

9 9 9 9 9 9 A

==> picture [359 x 105] intentionally omitted <==

Annual General Meeting Notice and Proxy Form

13 October 2022

Dear Shareholder

Eagle Mountain Mining Limited ( Eagle Mountain or the Company ) is convening its Annual General Meeting ( Meeting ) to be held at Ground Floor, 22 Stirling Highway, Nedlands, Western Australia on Monday, 14 November 2022 at 3.30pm (AWST) .

The Board has made the decision that it will hold a physical Meeting with appropriate social gathering and physical distancing measures in place, if required. In accordance with the Corporations Amendment (Meetings and Documents) Act 2022, the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded from the Company’s website at: http://eaglemountain.com.au/asx-announcements/. Alternatively, the Meeting Materials have been posted on the Company’s ASX market announcements page (ASX: EM2).

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and the Notice.

Your proxy voting instruction must be received by 3.30pm (AWST) on Saturday, 12 November 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare Investor Services Pty Limited on, 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

The Company will update shareholders if changing circumstances will impact the planning or arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at http://eaglemountain.com.au/asx-announcements/

In order to be able to receive communications electronically from the Company in the future, please update your details online at www.investorcentre.com.

Mark Pitts Company Secretary Eagle Mountain Mining Limited

==> picture [367 x 63] intentionally omitted <==