EAGLE MOUNTAIN MINING LIMITED — Proxy Solicitation & Information Statement 2021

Mar 31, 2021

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A S X A n n o u n c e m e n t | 1 A p r i l 2 0 2 1

Notice of General Meeting

Eagle Mountain Mining Limited (ASX: EM2 ) (“ Eagle ” or “the Company ”) advises that a General Meeting of Shareholders will be held at 11am (AWST) on Friday 30 April 2021 at Ground Floor, 22 Stirling Highway, Nedlands WA 6009.

Please see attached 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 of Eagle Mountain Mining Limited

EAGLE MOUNTAIN MINING LIMITED

Eagle Mountain is a copper-gold explorer focused on the strategic exploration and development of the Oracle Ridge Copper Mine and the highly-prospective greenfield (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 developments through our website and social media channels

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Website https://eaglemountain.com.au/

Twitter https://twitter.com/eagle_mining LinkedIn https://www.linkedin.com/company/eagle-mountain-mining-ltd/

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Eagle Mountain Mining Limited ACN 621 541 204

Notice of General Meeting, Explanatory Statement and Proxy Form

General Meeting to be held at

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

On Friday, 30 April 2021 at 11.00am (WST)

Shareholders please refer to the Important Information regarding the General Meeting on pages 1 and 2 of this Notice.

Important Information

Contents

Item	Page
Notice of General Meeting	2
Voting Exclusions	4
Proxy Appointment, Voting and Meeting Instructions	6
Explanatory Statement	8
Glossary	23

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	11am (WST) on Wednesday, 28 April 2021
Forms received after this time will be
disregarded
Snapshot date for eligibility to vote	5pm (WST) on Wednesday, 28 April 2021
General Meeting	11am (WST) on Friday, 30 April 2021

Defined terms

Capitalised terms used in this Notice of 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 General Meeting in line with general health advisory recommendation.

Please note the following:

• Eagle Mountain Mining Limited’s 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 5pm (WST) on Friday, 23 April 2021.

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

Notice of General Meeting

Notice is hereby given that a 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 11am (WST) on Friday, 30 April 2021 for the purpose of transacting the business referred to in this Notice of General Meeting.

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

AGENDA

Resolutions 1(a) and 1(b): Ratification of issue of Placement Shares to Placement Participants

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

• (a) “That under and for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders hereby approve the issue by the Company of up to 10,251,998 Placement Shares, issued at a price of $0.35 each to the Tranche 1 Placement Participants utilising the Company’s placement capacity under Listing Rule 7.1, in the manner and on the terms and conditions set out in the Explanatory Statement.”

• (b) “That under and for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders hereby approve the issue by the Company of up to 15,462,288 Placement Shares, issued at a price of $0.35 each to the Tranche 1 Placement Participants utilising the Company’s placement capacity under Listing Rule 7.1A, in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 2: Approval to issue Shares to Metech Super Pty Ltd

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

“That under and for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders hereby approve the issue by the Company of up to 5,714,286 Placement Shares, at a price of $0.35 each, to Metech Super Pty Ltd ATF The Metech No. 2 Super Fund A/C (Metech), an entity associated with Mr Charles Bass, the Managing Director of the Company, and/or Metech’s nominee(s), in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolutions 3(a), 3(b), 3(c) and 3(d): Approval to issue Options to Directors

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

• (a) “That under and for the purposes of Listing Rule 10.11, sections 208 and 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue by the Company of 1,500,000 Options, proposed to be issued to Mr Rick Crabb, or his nominee, a Director and Related Party of the Company, each exercisable at $0.55 on or before 1 July 2024, in the manner and on the terms and conditions set out in the Explanatory Statement.”

• (b) “That under and for the purposes of Listing Rule 10.11, sections 208 and 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue by the Company of 1,500,000 Options, proposed to be issued to Mr Charles Bass, or his nominee,

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

a Director and Related Party of the Company, each exercisable at $0.55 on or before 1 July 2024, in the manner and on the terms and conditions set out in the Explanatory Statement.”

• (c) “That under and for the purposes of Listing Rule 10.11, sections 208 and 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue by the Company of 1,500,000 Options, proposed to be issued to Mr Roger Port, or his nominee, a Director and Related Party of the Company, each exercisable at $0.55 on or before 1 July 2024, in the manner and on the terms and conditions set out in the Explanatory Statement.”

• (d) “That under and for the purposes of Listing Rule 10.11, sections 208 and 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue by the Company of 1,500,000 Options, proposed to be issued to Mr Brett Rowe, or his nominee, an Alternate Director and Related Party of the Company, each exercisable at $0.55 on or before 1 July 2024, in the manner and on the terms and conditions set out in the Explanatory Statement.”

By order of the Board

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Mr Mark Pitts Company Secretary 29 March 2021

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

Voting Exclusions

Corporations Act voting prohibitions

Pursuant to sections 224 and 250BD of the Corporations Act, a vote on the following Resolution must not be cast (in any capacity) by or on behalf of the party specified in the table below or their respective Associates:

Resolution	Excluded Parties
Resolution 3(a)	Rick Crabb or any other Related Parties to whom Resolution 3(a) would permit a financial benefit to be given.
Resolution 3(b)	Charles Bass or any other Related Parties to whom Resolution 3(b) would permit a financial benefit to be given.
Resolution 3(c)	Roger Port or any other Related Parties to whom Resolution 3(c) would permit a financial benefit to be given.
Resolution 3(d)	Brett Rowe or any other Related Parties to whom Resolution 3(d) would permit a financial benefit to be given.

However, this voting prohibition does not prevent the casting of a vote on any of Resolutions 3 and 3(a) to 3(d) if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution, and it is not cast on behalf of a Related Party to whom the Resolution would permit a financial benefit to be given, or their Associate.

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 1(a)	The Tranche 1 Placement Participants, being the persons to whom Tranche 1 Placement Shares were issued.
Resolution 1(b)	The Tranche 1 Placement Participants, being the persons to whom Tranche 1 Placement Shares were issued.
Resolution 2	Metech (or its nominee) and Charles Bass (or his nominees) and any Associate of Metech (or its nominee) and Charles Bass (or his nominees) and any other person who will obtain a material benefit as a result of the issue of the Placement Shares to Metech (except a benefit received solely by reason of being a Shareholder in the Company).
Resolution 3(a)	Rick Crabb (or his nominee) and any Associate of Rick Crabb (or his nominee) and any other person who will obtain a material benefit as a result of the issue of Options (except a benefit received solely by reason of being a Shareholder in the Company).
Resolution 3(b)	Charles Bass (or his nominee) and any Associate of Charles Bass (or his nominee) and any other person who will obtain a material benefit as a result of the issue of Options (except a benefit received solely by reason of being a Shareholder in the Company).
Resolution 3(c)	Roger Port (or his nominee) and any Associate of Roger Port (or his nominee) and any other person who will obtain a material benefit as a result of the issue of Options (except a benefit received solely by reason of being a Shareholder in the Company).
Resolution 3(d)	Brett Rowe (or his nominee) and any Associate of Brett Rowe (or his nominee) and any other person who will obtain a material benefit as a result of the issue of Options (except a benefit received solely by reason of being a Shareholder in the Company).

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

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.

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

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 11am (WST) on Wednesday, 28 April 2021 . 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

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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 5pm (WST) on Wednesday, 28 April 2021 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Questions from Shareholders

Questions for the Board of Directors can be submitted in the same manner as outlined above for the lodgement of Proxy Forms and must be received be submitted by no later than 5.00pm (WST) on Friday, 23 April 2021 .

The Board of Directors will endeavour to prepare answers to these questions, where necessary they will be moderated and curated to cover common ground.

Copies of written questions will be made available on the Company’s website prior to the Meeting.

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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 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 General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting.

Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

1. Resolutions 1(a) and 1(b): Ratification of issue of Tranche 1 Placement Shares to Placement Participants

1.1

Placement

On 22 February 2021, the Company announced that it had received firm commitments from various sophisticated and professional investors ( Placement Participants ) identified by PAC Partners and Taylor Collison (together, Joint Lead Managers ) and to an entity associated with the Company’s Managing Director, Mr Charles Bass, to raise $11,000,000 (before costs) through the issue of a total of 31,428,571 Shares in the Company ( Placement Shares ) at an issue price of $0.35 per Share ( Placement ).

The Placement is conducted in two tranches comprising the following:

• (a) Tranche 1 - a private placement of 25,714,286 Placement Shares issued to Tranche 1 Placement Participants, at an issue price of $0.35 per Placement Share, raising $9 million and comprising:

• (i) 10,251,998 Placement Shares issued pursuant to the Company’s “15%” placement capacity under Listing Rule 7.1; and

• (ii) 15,462,288 Placement Shares pursuant to the Company’s “10%” additional placement capacity under Listing Rule 7.1A.

• (b) Tranche 2 – the issue of 5,714,286 Placement Shares, at an issue price of $0.35 per Placement Share, to raise $2 million, proposed to be issued to Metech Super Pty Ltd ATF The Metech No.2 Super Fund A/C ( Metech ), an entity associated with Charles Bass, subject to Shareholder approval.

The Tranche 1 Placement Shares were issued on 26 February 2021 using the Company’s issuing capacities under Listing Rules 7.1 and 7.1A. Subsequent ratification of this issue by Shareholders is sought under Resolutions 1(a) and (b).

The proposed issue of Placement Shares to Metech is subject to Shareholder approval of Resolution 2 (refer Section 2 of this Explanatory Statement).

1.2 Use of funds raised under the Placement

The Company intends to use the funds raised from the Placement as follows:

• Continue diamond drilling at the Company’s Oracle Ridge Copper Mine Project ( Oracle Ridge ) with the aim of:

• expanding the resource size;

• improving the resource with a focus on the higher-grade zones;

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• developing the lateral and depth potential; and

• testing prospective targets within a few kilometres of the mine.

• Add important new personnel to its geology and management teams in Tucson and Perth to expedite geological interpretation of multiple prospective areas around Oracle Ridge and position the Company for future growth.

• Review, and potentially acquire, further prospective landholdings in Arizona.

1.3 Requirement for Shareholder approval

As described in Section 1.1 above, the Company has issued a total of 25,714,286 Placement Shares to the Tranche 1 Placement Participants using its issuing capacities under Listing Rules 7.1 and 7.1A, in the following proportions:

• (a) 10,251,998 Placement Shares pursuant to Listing Rule 7.1; and

• (b) 15,462,288 Placement Shares pursuant to Listing Rule 7.1A.

None of the Placement Participants are Related Parties of the Company.

Resolutions 1(a) and 1(b) are ordinary resolutions seeking approval by Shareholders of the ratification of the issue of the Placement Shares.

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

A number of exceptions to Listing Rule 7.1 are set out in Listing Rule 7.2, however the issue of the Placement Shares does not fall within any of these exceptions and effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period from the issue date of the Placement Shares.

A Listing Rule 7.1A mandate allows an entity to increase its 15% limit in Listing Rule 7.1 by an extra 10% if Shareholders approve a special resolution at a company’s annual general meeting. The Company’s Shareholders approved the extra 10% placement capacity mandate pursuant to Listing Rule 7.1A at the Company’s 2020 Annual General Meeting, allowing the Company the ability to place a total of 25% of the fully paid ordinary shares it had on issue at the start of that period.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

To this end, Resolutions 1(a) and (b) seek Shareholder approval for the issue of Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolutions 1(a) and (b) are passed, the issue of the Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolutions 1(a) and (b) are not passed, the issue of the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

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1.4 Listing Rule information requirements

In accordance with the disclosure requirements of Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b):

(a) Basis on which Placement Participants were identified

In respect of Resolutions 1(a) and 1(b), Placement Shares were issued to Tranche 1 Placement Participants, being various sophisticated and professional investors identified by the Joint Lead Managers and who are not Related Parties of the Company.

Each Tranche 1 Placement Participant is a sophisticated or professional investor within the meaning of section 708(8), (10), (11) or (12) of the Corporations Act, being an investor to whom securities may be issued without a prospectus or other disclosure document.

None of the Tranche 1 Placement Participants are Related Parties of the Company or were substantial holders of Shares (i.e. no Tranche 1 Placement Participant held a relevant interest in Shares of 5% or more of the total Shares on issue at the time of the Placement).

9,096,890 were issued to Paradice Investment Management Pty Ltd, which became a substantial holder of Shares on the issue of the Tranche 1 Placement Shares (with an interest in 5.04% of the total Shares then on issue).

2,714,286 were issued to Regal Funds Management Pty Ltd, which became a substantial holder of Shares on the issue of the Tranche 1 Placement Shares (with an interest in 6.10% of the total Shares then on issue).

• (b)

The number of securities issued

• (i) in respect of Resolution 1(a) – 10,251,998 Placement Shares were issued to Tranche 1 Placement Participants utilising the Company’s placement capacity pursuant to Listing Rule 7.1; and

• (ii) in respect of Resolution 1(b) – 15,462,288 Placement Shares were issued to Tranche 1 Placement Participants utilising the Company’s additional placement capacity pursuant to Listing Rule 7.1A.

The Placement Shares were fully paid ordinary Shares ranking equally with the Company’s existing Shares on issue.

(c)

The date on which the securities were issued

The Placement Shares were issued by the Company on 26 February 2021.

• (d)

The price at which the securities were issued

For both Resolutions 1(a) and 1(b), the Placement Shares were issued to Placement Participants at an issue price of $0.35 per Placement Share.

• (e)

The use or intended use of the funds raised

The Company intends to use the funds from the issue of the Placement Shares for the purposes described in Section 1.2.

• (f)

Material terms of the agreement to issue

The Placement Shares were not issued pursuant to an agreement.

(g)

The voting exclusion statement

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A voting exclusion statement is set out in this Notice under the Voting Exclusion Section on page 4.

1.5 Directors’ recommendation – Resolutions 1(a) and 1(b)

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1(a) as it will refresh the Company’s issuing capacity under Listing Rule 7.1 and give the Company the flexibility to raise additional working capital through the offer and issue of equity securities, if and as required.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1(b) as it will refresh the Company’s issuing capacity under Listing Rule 7.1A and give the Company the flexibility to raise additional working capital through the offer and issue of equity securities, if and as required.

2. Resolution 2: Approval to issue of Placement Shares to Metech Super Pty Ltd

2.1

Background to Resolution 2

As part of the Placement to raise $11,000,000 referred to in Section 1.1, the Company proposes to issue to Metech 5,714,286 Placement Shares, at an issue price of $0.35 per Placement Share, to raise $2 million, subject to Shareholder approval of the issue.

Metech is an entity associated with Mr Charles Bass, the Managing Director of the Company, and thus a Related Party to the Company.

Resolution 2 is an ordinary resolution seeking Shareholder approval for the issue of 5,714,286 Placement Shares to Metech or its nominee.

Metech is a Related Party of the Company as it is controlled by Charles Bass.

Charlies Bass presently has a relevant interest in 57,145,001 Shares (31.18% of the total Shares presently on issue), held by Silver Mountain Mining Nominee Pty Ltd as trustee for Silver Mountain Trust, an entity controlled by Mr Bass’ spouse.

If Resolution 2 is approved and 5,714,286 Placement Shares are issued to Metech, the entities which Charles Bass controls will hold a total of 62,859,287 Shares, representing a relevant interest in 33.26% of a total of 188,976,599 Shares then on issue (assuming no other Shares are issued to other persons).

2.2 Listing Rule 10.11

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

• 10.11.1 – a related party;

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

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

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

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

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unless it obtains approval of its shareholders.

The issue of Placement Shares to Metech falls within Listing Rule 10.11.4 and does not fall within any of the exceptions in Listing rule 10.12. It therefore requires approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 2 seeks the required Shareholder approval to issue Placement Shares to Metech under and for the purposes of Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the issue of Placement Shares to Metech and raise $2,000,000.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Placement Shares to Metech and will not raise $2,000,000, which in turn will reduce the amount of the capital the Company has to direct towards its exploration and drilling projects.

2.3

Corporations Act requirements

(a) Related party financial benefit restrictions

For a public company to give a financial benefit to a Related Party of the public company, either:

• the public company must first obtain the approval of its shareholders in the manner set out in sections 217 to 227 of the Corporations Act, and give the benefit within 15 months following such approval; or

• the giving of the financial benefit must fall within a prescribed exception set out in sections 210 to 216 of the Corporations Act.

(b)

Arm’s length exception

Section 210 of the Corporations Act provides that shareholder approval is not required to give a financial benefit on terms that:

• would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length; or

• are less favourable to the related party than arm’s length terms.

The Directors (other than Charles Bass) consider that the subscription for Placement Shares by Metech is on arm’s length terms as the agreement for the issue of Shares is at the same price per Share ($0.35) as the other Placement Shares issued to the other Placement Participants. Accordingly, the proposed issue reflects arm’s length terms.

The Directors (other Charles Bass) have therefore resolved that Shareholder approval is not required for the purposes of section 208 of the Corporations Act as the exception under section 210 of the Corporations Act applies.

2.4 Information required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

• (a) The name of the person

Metech Super Pty Ltd ATF The Metech No. 2 Super Fund A/C

(b) Which category in rules 10.11.1 – 10.11.5 the person falls and why

Metech is an entity associated with Mr Charles Bass, the Managing Director of the Company and consequently falls under Listing Rule 10.11.4.

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• (c) The number and class of securities to be issued to the person

The Company proposes to issue 5,714,286 Shares to Metech, subject to Shareholder approval of Resolution 2.

• (d) The terms of securities

Fully paid ordinary shares ranking equally with all other Shares on issue.

(e) The date on which the company will issue the securities, which must not be more than 1 month after the date of the meeting

Subject to Shareholder approval, the Company proposes to issue the Placement Shares shortly following the Meeting, or otherwise on one date no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (f) The price or consideration the entity will receive for the issue

• $0.35 per Share for a total of $2,000,000 in cash.

• (g) The purpose of the issue

Refer to Section 2.1.

(h) The material terms of an agreement relating to the proposed issue of securities

Metech has agreed to subscribe for, and the Company has agreed to issue, 5,714,286 Shares at $0.35 per Shares, subject to Shareholder approval of the issue.

(i) The voting exclusion statement

A voting exclusion statement is set out in this Notice under the Voting Exclusion Section on page 4.

2.5 Directors’ recommendations

Mr Bass has a material personal interest in Resolution 2 and therefore declines to make any voting recommendation to Shareholders in relation to this Resolution.

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

The Directors (other than Mr Bass) consider that the issue of Placement Shares to Metech (or its nominee) is an appropriate method to raise capital given Mr Bass’ interest as the major shareholder of the Company. The issue of Placement Shares to Metech will not materially increase the voting power of Mr Bass in the Company compared to Mr Bass’ voting power in the Company prior to the Placement.

3. Resolutions 3(a) to 3(d): Approval to issue Options to Directors

3.1

Background

The Company is seeking Shareholder approval to obtain the ability to issue Options to the Company’s Directors (for services and support rendered to the Company.

Options are proposed to be issued to the Directors as a way to incentivise their performance and align their interests with those of the Company and its financial success.

Subject to Shareholder approval of Resolutions 3(a) to 3(d), the Company proposes to issue a total of 6,000,000 Options in the following proportions to Related Parties as follows:

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

• (a) Mr Rick Crabb – Non-Executive Chairman – 1,500,000 Options;

• (b) Mr Charles Bass – Managing Director – 1,500,000 Options;

• (c) Mr Roger Port – Non-Executive Director – 1,500,000 Options; and

• (d) Mr Brett Rowe – Alternate Director – 1,500,000 Options.

3.2 Section 195(1) of the Corporations Act

Section 195(1) of the Corporations Act provides that a director who has a “material personal interest” in a matter being considered at a directors’ meeting must not be present while the matter is being considered or vote on the matter.

Section 195(4) of the Corporations Act provides that where there are insufficient directors to form a quorum at a directors’ meeting because of section 195(1), the directors may call a general meeting of shareholders to consider the matter.

The Directors are unable to form a quorum to consider any matters relating to the offer of Options under Resolutions 3(a) to 3(c), as Messrs Crabb, Bass, Port and Rowe, being the only Directors of the Company, have a material personal interest in the outcome of the Resolutions. Therefore, the Board is unable to form a quorum to consider the proposed issue and the Company is seeking approval under section 195(4) of the Corporations Act to deal with the matter.

3.3

Chapter 2E of the Corporations Act

Section 208 of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

• give the benefit within 15 months following such approval,

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

The offer of Options to the Directors or their nominees, as contemplated by Resolutions 3(a) to 3(d), constitutes the giving a financial benefit for the purposes of the Corporations Act, to each of Messrs Crabb, Bass, Port and Rowe as Related Parties of the Company.

Accordingly, Shareholder approval is sought for the purposes of section 208 of the Corporations Act.

3.4

Listing Rule 10.11

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

• 10.11.1 – a related party;

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

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

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

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

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

unless it obtains approval of its shareholders.

The proposed issue of Options to Directors falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing rule 10.12. It therefore requires approval of the Company’s Shareholders under Listing Rule 10.11.

Resolutions 3(a) to 3(d) seek the required shareholder approval for the issue of Options under and for the purposes of Listing Rule 10.11.

If Resolutions 3(a) to 3(d) are passed, the Company will be able to proceed with the issue of Options as a way to incentive its Company officers to continue supporting the Company.

If Resolutions 3(a) to 3(d) are not passed, the Company will not be able to proceed with the issue of Options. In such a scenario, the Company may have to consider other methods to incentivise its officers in order to align the interests of those officers more closely with the Company, its financial success and its Shareholders.

3.5 Corporations Act information requirements

Section 219 of the Corporations Act requires that the following information be provided to Shareholders in relation to Resolutions 3(a) to 3(d) for the purposes of obtaining approval under Section 208 of the Corporations Act:

• (a) Names of the Related Party

The names of the Related Parties, in respect of Resolutions 3(a) to 3(d), are the Directors, being Mr Rick Crabb, Mr Charles Bass, Mr Roger Port and Mr Brett Rowe.

• (b) Nature of the financial benefit

The nature of financial benefit that will be given to the Related Parties (or their nominees) of the Company if Resolutions 3(a) to 3(d) are approved is the issue of Options, being the Option to subscribed for fully paid ordinary Shares in the Company if exercised prior to expiry.

• (c)

Value of the financial benefit

If Resolutions 3(a) to 3(d) are approved by Shareholders, the Options will be issued to the Directors (or their nominees) for nil consideration.

A valuation of the Options was conducted by the Company which applied the BlackScholes option pricing model ( Black-Scholes Model ).

The Black-Scholes Model is based on a number of assumptions and variables, including the following:

• (i) the exercise price for each Option is $0.55;

• (ii) each Option has an expiry date of 1 July 2024, and it is assumed that the Options will be exercised immediately prior to the expiry date;

• (iii) the closing price of Shares traded on ASX on 29 March 2021 was $0.47;

• (iv) a risk-free rate of 0.09% has been adopted; and

• (v) a volatility factor of 100% has been adopted.

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

The table below sets out the estimated value of the Options and the estimated financial benefit to be received by the Directors, applying the above valuation, as at the date of the Notice of Meeting.

Related Party	Individual value	Number of Options	Total value
Rick Crabb	$0.285	1,500,000	$427,831
Charles Bass	$0.285	1,500,000	$427,831
Roger Port	$0.285	1,500,000	$427,831
Brett Rowe	$0.285	1,500,000	$427,831

The value of the Options for the Company’s accounting purposes will be determined at the time the Options are granted. The value will be directly related to the closing price of Shares traded on the ASX for EM2 on the day of the Meeting, or if no Shares are traded on that day, the price at which the Company’s shares most recently traded before that day.

Accordingly, the value of the Options issued to the Directors may differ from the value stated above.

(d)

Remuneration of Directors

The table below sets out the total remuneration paid or payable to Messrs Crabb, Bass, Port and Rowe, for the last financial year and the proposed total remuneration for the current financial year, including superannuation entitlements.

Director	Financial year ended	Financial year ended
	30 June 2021	30 June 2020
Rick Crabb	$50,000	$37,500
Charles Bass	$50,000	$37,500
Roger Port	$50,000	$37,500
Brett Rowe	$Nil	$Nil

(e) Security holdings of Directors

The table below sets out the securities and rights in the Company in which Messrs Crabb, Bass and Port has a direct or indirect interest at the date of the Notice. The table does not include Options proposed to be issued to Messrs Crabb, Bass and Port subject to Shareholder approval of Options proposed to be issued to Directors subject to the Shareholder approval of this Resolution.

Director	Shares	Shares	Options	Options
	Direct	Indirect	Direct	Indirect
Rick Crabb	Nil	793,0001	1,625,0002	Nil
Charles Bass	Nil	57,145,0013	Nil	2,575,0004
Roger Port	Nil	559,0005	Nil	1,625,0006
Brett Rowe	Nil	500,0007	1,000,0008	Nil

Notes :

1. Held by RW & CJ Crabb as trustee of the Intermax account, of which Mr Crabb is a beneficiary and Westessa Holdings Pty Ltd an entity associated with Mr Crabb.

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

1. 1,500,000 Options exercisable at $0.20 each on or before 15 January 2023 and 125,000 Options exercisable at $0.20 each on or before 1 July 2022.

2. Held by held by Silver Mountain Mining Nominee Pty Ltd as trustee for Silver Mountain Trust, an entity controlled by Mr Bass’ spouse.

3. 1,500,000 options exercisable at $0.20 each on or before 15 January 2023 and 125,000 options exercisable at $0.20 each on or before 1 July 2022, held by Silver Mountain Mining Nominee Pty Ltd as trustee for Silver Mountain Trust, and 950,000 options exercisable at $0.20 each on or before 1 July 2022, held by Quartz Mountain Mining Pty Ltd, an entity controlled by Mr Bass.

4. Held by Leptiptidium Pty Ltd as trustee for the Maitland No 2 Trust. Leptiptidium Pty Ltd is an entity controlled by Mr Port and Mr Port is a beneficiary of the Maitland No 2 Trust.

5. 1,500,000 options exercisable at $0.20 each on or before 15 January 2023 and 125,000 Options exercisable at $0.20 each on or before 1 July 2022.

6. Held by Frank Del Borello ATF the Brett Rowe Account.

7. 1,000,000 options exercisable at $0.20 each on or before 15 January 2023.

(f)

Voting interest and voting power of the Directors

The table below sets out details of the respective voting interests of Messrs Crabb, Bass, Port and Rowe, including how these interests may change upon the events specified in the table occurring, based on a total of 183,262,313 Shares on issue as at the date of the Notice of Meeting.

Event	Shares received	Total Shares held after event	Voting power after event (rounded)
Rick Crabb
Existing Shares held	Nil	793,000	0.43%
Exercise of all existing Options	1,625,000	2,418,000	1.30%
Issue of Options	Nil	2,418,000	1.30%
Exercise of all existing Options and proposed Options	1,500,000	3,918,000	2.09%
Charles Bass
Existing Shares held	Nil	57,145,001	31.18%
Issue of Placement Shares	5,714,286	62,859,287	34.30%
Exercise of all existing Options	2,575,000	65,434,287	34.16%
Issue of Options	Nil	65,434,287	34.16%
Exercise of all existing Options and proposed Options	1,500,000	66,934,287	34.67%
Roger Port
Existing Shares held	Nil	559,000	0.30%
Exercise of all existing Options	1,625,000	2,184,000	1.18%
Issue of Options	Nil	2,184,000	1.18%
Exercise of all existing Options and proposed Options	1,500,000	3,684,000	1.97%

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

Brett Rowe
Existing Shares held	Nil	500,000	0.27%
Exercise of all existing Options	1,000,000	1,500,000	0.81%
Issue of Options	Nil	1,500,000	0.81%
Exercise of all existing Options and proposed Options	1500,000	3,000,000	1.61%

(g) Dilution

If Resolutions 3(a) to 3(d) are approved, a total of 6,000,000 Options will be granted to Directors - Messrs Crabb, Bass, Port and Rowe (or their nominees). The grant of Options will not dilute the shareholding interests of existing Shareholders unless and until they are exercised into fully paid ordinary Shares. In that eventuality and assuming there are no further issues of equity securities by the Company, upon the exercise of the Options, shareholding interests of existing Shareholders will be diluted by approximately 3.27%.

(h)

Trading history

The most recent available data concerning the price of the Company’s Shares traded on ASX since 1 March 2020 (i.e. approximately 12 months from the Notice date) is summarised in the table below.

	High	Low	Last
Price	$0.575	$0.080	$0.470
Date	8/3/2021	26/3/2020	29/3/2021

(i) Funds raised

Options are being offered to Directors (or their nominees) as incentives for supporting the Company.

Accordingly, the Company will not raise any funds from the issue of Options to the Directors (or their nominees). However, if the Directors exercise their respective Options, the Company will raise up to $3,300,000.

(j) Directors’ interests in the proposed resolution

The Directors (Rick Crabb, Charles Bass, Roger Port and Brett Rowe) each have a material personal interest in the outcome of Resolutions 3(a) to 3(d).

(k) Other information

Other than as set out in this Explanatory Statement, the Directors do not consider there is any further information which the Shareholders would reasonably require in order to decide whether or not to approve Resolutions 3(a) to 3(d).

3.6 Information required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

(a) The names of the persons

Rick Crabb, Charles Bass, Roger Port and Brett Rowe.

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

(b) Which category in rules 10.11.1 – 10.11.5 the persons fall and why

The persons fall under Listing Rule 10.11.1 as they are all Directors of the Company.

(c) The number and class of securities to be issued to the persons

Refer to Section 3.1

(d) Details of the Directors’ current total remuneration package

Details of the remuneration of the Company’s Directors is set out in Section 3.5(d) of this Notice.

(e) Terms of securities proposed to be issued

Refer to Schedule 1 for a summary of the terms attaching to the Options.

The Company has decided to issue Options to further align the interests of the Directors with those of the Company and Shareholders. The exercise price of an Option is linked to the performance of the Company, its Directors, officers and employees and its Share price.

Refer to Section 3.5(c) which describes the value attributed to the Options and the basis of this value calculation.

(f) The date or dates on which the Company will issue the securities to the persons

Subject to Shareholder approval, the Company proposes to issue the Options shortly following the Meeting, or otherwise on one date no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(g) The price or consideration the entity will receive for the issue

Options will be issued to the Directors at a nil issue price in accordance with the terms set out in Schedule 2.

3.7 Directors’ recommendation

Each recipient of Options contemplated by Resolutions 3(a) to 3(d) is a Related Party of the Company by virtue of being a Director of the Company.

Accordingly, Rick Crabb, Charles Bass, Roger Port and Brett Rowe have a material personal interest in the outcome of Resolutions 3(a) to 3(c).

In the interests of good corporate governance, Messrs Crabb, Bass, Port and Rowe decline to make any recommendations as to how Shareholders should vote on Resolutions 3(a) to 3(d) as they may each acquire a relevant interest in the Options if Resolutions 3(a) to 3(d) are approved.

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

Glossary of terms

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

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 operated by ASX Limited, as the context
	requires.
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 General Meeting.
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.
Explanatory	This explanatory statement which accompanies and forms part of the
Statement	Notice.
General Meetingor	The general meeting of Shareholders or any adjournment thereof,
Meeting	convened by the Notice.
Joint Lead Manager	PAC Partners Securities Pty Ltd (ACN 623 653 912) and Taylor
	Collison Limited (ACN 008 172 450)
Listing Rules	The listing rules of ASX, as amended from time to time.
Managing Director	Mr Charles Bass
Metech	Metech Super Pty Ltd (ACN 083 007 934) ATF Metech No 2 Super
	Fund A/C
NoticeorNotice of	The notice of general meeting which accompanies this Explanatory
General Meeting	Statement.
Option	An option to acquire a Share.
Option Holder	The holder of an Option.
Oracle Ridge	Oracle Ridge Copper Mine.
PAC Partners	PAC Partners Securities Pty Ltd (ACN 623 653 912)
Placement	The placement of a total of 31,428,571 Shares in the Company to the
	Placement Participants (including Metech).
Placement Participant	A person to whom Placement Shares have been issued or are to be
	issued under the Placement.
Placement Share	A Share issued under the Placement.
Proxy Form	The proxy form accompanying the Notice.
Related Party	Has the meaning given to that term in the Listing Rules.
Resolution	A resolution set out in the Notice.
Section	A section of the Explanatory Statement.
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.
Taylor Collison	Taylor Collison Limited (ACN 008 172 450)
Tranche 1 Placement	25,714,286 Shares issued under the Placement on 26 February 2021.
Shares
Tranche 1 Placement	A person to whom Tranche 1 Placement Shares were issued.
Participant
US$	United States Dollar.
WST	Australian Western Standard Time, being the time in Perth, Western
	Australia.

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

Schedule 1 – Terms of Options proposed to be granted to the Directors

The terms and conditions of the Options are as follows:

• 1.1 Each Option entitles the holder ( Option Holder ) to subscribe for one (1) fully paid ordinary share in the Company.

• 1.2 No amount is payable on grant of the Options.

• 1.3 The exercise price of each Option is $0.55.

• 1.4

• The exercise price of an Option is payable in full on exercise.

• 1.5 Each Option may be exercised at any time before expiry ( Expiry), being, 5.00pm (WST) on 1 July 2024 ( Expiry Date ).

• 1.6 Any Option not exercised by the Expiry Date will automatically expire.

• 1.7 The Company must give the Option Holder a certificate or Holding Statement stating:

• (a) the number of Options issued to the Option Holder;

• (b) the exercise price of the Options; and

• (c) the date of issue of the Options.

• 1.8 The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until the expiry date of the Options.

• 1.9 An instrument of transfer of an Option must be:

• (a) in writing;

• (b) in any usual form or in any other form approved by the Directors that is otherwise permitted by law;

• (c) subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and

• (d) delivered to the Company, at the place where the Company’s register of Option Holders is kept, together with the certificate (if any) of the Options to be transferred and any other evidence as the Directors require to prove the title of the transferor to those Options, the right of the transferor to transfer those Options and the proper execution of the instrument of transfer.

• 1.10 The Company will not apply for quotation of the Options on ASX.

• 1.11 In accordance with the Listing Rules the Company will apply for Official Quotation of all Shares allotted pursuant to an exercise of Options.

• 1.12 There will be no participating entitlements inherent in the Options to participate in new issues of capital that may be offered to Shareholders during the currency of each Option. Prior to any new pro-rata issue of securities to Shareholders, holders of Options will be notified by the Company in accordance with the requirements of the Listing Rules.

• 1.13 In the event of a bonus issue of securities, the number of Shares over which Options are exercisable may be increased by the number of Shares that the Option holders would have received if the Options had been exercised before the record date for the bonus issue.

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

• 1.14 In the event of a reconstruction, including the consolidation, subdivision, reduction or return of issue capital of the Company prior to the Expiry Date, all rights of an Option Holder are to be changed in a manner consistent with the Listing Rules.

• 1.15 There is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a change in accordance with the Listing Rules if there is a bonus issue or a pro rata issue to holders of Shares) during the currency of the Options.

• 1.16 Options are exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option Holder to exercise all or a specified number of the Options held by the Option Holder accompanied by an Option certificate and a cheque made payable to the Company for the subscription price for the exercise of the specified Options. An exercise of only some of the Options will not affect the rights of the Option Holder to the balance of the Options held by him or her.

• 1.17 Options will be deemed to have been exercised on the date the exercise notice is received by the Company.

• 1.18 The Company will allot the resultant Shares and deliver the holding statement within five business days after the exercise of the Option.

• 1.19 Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, in all respects equally with existing fully paid ordinary Shares of the Company.

• 1.20 These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Western Australia.

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

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General Meeting Notice and Proxy Form

31 March 2021

Dear Shareholder

Eagle Mountain Mining Limited ( Eagle Mountain or the Company ) is convening a General Meeting ( Meeting ) to be held at Ground Floor, 22 Stirling Highway, Nedlands, Western Australia on Friday, 30 April 2021 at 11.00 am (AWST).

The Company and the Board are cognisant of the current circumstances relating to COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. Accordingly, the Board has made the decision that it will hold a physical Meeting with appropriate social gathering and physical distancing measures in place to comply with the State and Federal Government’s current restrictions for physical gatherings.

In addition and in accordance with the ASIC ‘No-Action Position’ letter, the Company will not be dispatching physical copies of the Notice of General Meeting ( Notice ). Instead, a copy of the Notice will be available under - the “ASX announcements” section of Eagle Mountain’s website at http://eaglemountain.com.au/asx announcements/ .

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 11.00am (AWST) on Wednesday, 28 April 2021, 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).

Circumstances relating to COVID-19 are changing rapidly. 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/

The Company appreciates the understanding of shareholders during this time.

Mark Pitts Company Secretary Eagle Mountain Mining Limited

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