ECLIPSE METALS LIMITED (ACN 142 366 541) NOTICE OF ANNUAL GENERAL MEETING

TIME : 11:00am (WST) DATE : Wednesday, 9 November 2022 PLACE : Swan Room Rendezvous Hotel Perth Scarborough 148 The Esplanade Scarborough, WA 6019

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (8) 9480 0420.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	19
Schedule of 1.5¢ Options	21
Schedule of 5.0¢ Options	23
Schedule of Placement Options	23
Proxy Form	Enclosed

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am (WST) on Wednesday, 9 November 2022 at:

Swan Room Rendezvous Hotel Perth Scarborough 148 The Esplanade Scarborough, WA 6019

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm (WST) on 7 November 2022.

VOTING IN PERSON

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

VOTING BY PROXY

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

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

each member has a right to appoint a proxy;

the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolution 1 if the person is either: • a member of the Key Management Personnel of the Company; or
a Closely Related Party of such a member, and

the appointment does not specify the way the proxy is to vote on Resolution 1.

However, the prohibition does not apply if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

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

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

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

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR OLIVER KREUZER

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

“That, for the purpose of clause 7.2(b) of the Constitution and for all other purposes, Dr Oliver Kreuzer a Non-Executive Director who was appointed on 15 December 2021 by the Board as an addition to the existing Directors, retires and being eligible, is elected as a Director of the Company.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR CARL POPAL

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

“That, for the purpose of clause 7.3(a) of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Carl Popal, a Director who retires by rotation and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

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

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

5. RESOLUTION 5 – APPROVAL TO ISSUE PHASE 3 CONSIDERATION OPTIONS

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approve the issue of 180,000,000 Options exercisable at $0.015 and 160,000,000 Options exercisable at $0.05 to the Ivittuut Vendors (or their nominees), on the terms and conditions in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Cerium Pty Ltd, Rimbal Pty Ltd and Greg Barnes who participated in the issue the subject of this Resolution or an associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

6. RESOLUTION 6 – ADOPTION OF REPLACEMENT 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 repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the Chairman of the Meeting for identification purposes.”

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 100,000,000 options issued under Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any Associates of those persons (or is a counterparty to the agreement being approved). The Company need not disregard a vote if it is cast in favour of the resolution by:

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

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – IGNITE EQUITY OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,500,000 options issued under Listing Rule 7.1 to Ignite Equity Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ignite Equity Pty Ltd or any Associates of those persons (or is a counterparty to the agreement being approved). The Company need not disregard a vote if it is cast in favour of the resolution by:

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

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE – INVESTING NEWS NETWORK SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,043,478 shares issued under Listing Rule 7.1 to

Investing News Network Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Investing News Network Pty Ltd or any Associates of those persons (or is a counterparty to the agreement being approved). The Company need not disregard a vote if it is cast in favour of the resolution by:

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

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE – HONG SUN RELATIONS SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,086,957 shares issued under Listing Rule 7.1 to Hong Sung Relations Pty Ltd, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Hong Sung Relations Pty Ltd or any Associates of those persons (or is a counterparty to the agreement being approved). The Company need not disregard a vote if it is cast in favour of the resolution by:

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

DATED: 7 OCTOBER 2022

BY ORDER OF THE BOARD

MR MATTHEW FOY COMPANY SECRETARY

EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

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

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.eclipsemetals.com.au/ or by contacting the Company on +61 (8) 9480 0420.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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

The Remuneration Report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ended 30 June 2022.

The Chair of the meeting will allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

2.2 Voting consequences

Under the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (other than the managing director) who were in office at the date of approval of the applicable directors’ report ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

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

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

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

2.3 Previous voting results

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

2.4 Chair voting undirected proxies

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR OLIVER KREUZER

In accordance with Clause 7.2(b) of the Constitution, the current directors may at any time appoint a person to be a director, as an addition to the existing directors. Any director so appointed holds office only until the next following general meeting and is then eligible for election in accordance with clause 7.3(b) of the Constitution.

Dr Oliver Kreuzer was appointed to the Board of directors on 15 December 2021 as an addition to the existing directors. In accordance with Clause 7.3(b) of the Constitution, Dr Kreuzer, being eligible, offers himself for re-election as a director of the Company.

If elected, Dr Kreuzer will be an independent Non-Executive Director.

If Dr Kreuzer is not elected, he will retire from the Company as a Director and the Board may consider the appointment of an alternative director to the board, with ratification at the Company’s next AGM.

The Board (other than Dr Kreuzer) unanimously supports the re-election of Dr Kreuzer.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR CARL POPAL

Clause 7.3 (a) of the Constitution provides that:

(a) No Director may hold office without re-election past the third AGM following the director's appointment or 3 years, whichever is longer.

Clause 7.3(d)(i) of the Constitution provides that:

(d) If no Director is required to stand for re-election at the Company's AGM by reason of Rules 7.3(a) or 7.3(c) and no person nominates as a director pursuant to Rule 7.2(f) a Director must retire at that AGM which shall be:
i. the Director who has held their office as Director the longest period of time since their last election to that office.

In addition, Listing Rule 14.4 prevents a director from holding office (without reelection) past the third annual general meeting following the director’s appointment or 3 years, whichever longer.

Accordingly, Executive Chairman Mr Popal having last been re-elected on 29 November 2019, retires by rotation and seeks re-election.

Mr Popal’s qualifications, experience and suitability as a director are set out in the Company’s 2022 Annual Report.

The Board (other than Mr Popal) unanimously supports the re-election of Mr Popal.

5. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval by way of a special resolution passes at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 10% Placement Capacity ).

An ‘eligible entity’ means an entity that is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less, as at the time of the entity’s annual general meeting. Eclipse Metals Ltd is an eligible entity for these purposes.

Resolution 4 seeks shareholder approval to enable Eclipse Metals Ltd to issue Equity Securities under the 10% Placement Capacity provided for in Listing Rule 7.1A during the period up to a maximum of 12 months after the Meeting, without shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

The effect of passing Resolution 4 will be to allow the Company to issue Equity Securities up to a combined limit of 25% pursuant to Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Shareholders approve Resolution 4, the exact number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out below).

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders entitled to vote on the Resolution must be in favour of Resolution 3 for it to be passed.

If Resolution 4 is not passed, the Company will not be able to access the 10% Placement 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 under Listing Rule 7.1.

5.2 ASX Listing Rule 7.1A Requirements

Minimum issue price

Pursuant to ASX Listing Rule 7.1A.3 the issue price for each security issued under the 10% Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class 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 date above, the date on which the securities are issued.

Equity Securities that may be issued under Listing Rule 7.1A will only be in an existing quoted class of securities. As at the date of this Notice, the Company has one class of quoted Equity Securities, Shares.

Dilution

The issue of Equity Securities under the 10% Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in the table below). There is also the risk that:

the market price for Equity Securities in that class may be significantly lower on the issue date than on the date of the Annual General Meeting; and
the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

Table 1 below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2 on the basis of the current market price of Shares and the current number of Shares quoted on ASX for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% against the current market price.

Table 1

Number of Shares on Issue
		Dilution
	Issue Price (per Share)	$0.011	$0.022	$0.033
		50% decrease in Issue Price	Current Issue Price	50% increase in Issue Price
1,913,956,865	10% voting dilution	191,395,686 Shares	191,395,686 Shares	191,395,686 Shares
(Current)
	Funds raised	$2,105,353	$4,210,705	$6,316,058
2,870,935,297	10% voting dilution	287,093,529 Shares	287,093,529 Shares	287,093,529 Shares
(50% increase)
	Funds raised	$3,158,029	$6,316,058	$9,474,086
3,827,913,730	10% voting dilution	382,791,373 Shares	382,791,373 Shares	382,791,373 Shares
(100% increase)
	Funds raised	$4,210,705	$8,421,410	$12,632,115

The above table is based on the following assumptions:

The number of shares on issue (Variable “A”) is calculated as 1,913,956,865 being all the fully paid ordinary shares on issue as at the date of this Notice.
The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table shows only the issue of Equity Securities under the 10% Placement Capacity and not under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity includes only Shares.
The issue price of $0.022 was the closing price of shares on ASX on 20 September 2022.

Issue Period

Equity Securities under the 10% Placement Capacity may be issued until the earlier of:

the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or
the time and date of the entity’s next annual general meeting; or
the time and date of the approval by ordinary shareholders of a significant change to the Company’s activities under ASX Listing Rule 11.1.2 or 11.2.

The Company may only issue Equity Securities under the 10% Placement Capacity for cash consideration to raise funds for the development of the Company’s existing assets, the acquisition of new assets or investments (including assets associated with such acquisition), to repay debt or to fund working capital.

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 10% Placement Capacity.

Purpose of issues

The Company may seek to issue the Equity Securities to raise funds in connection with an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and / or general working capital.

The Company will provide further information at the time of issue of any Equity Securities under the 10% Placement Capacity in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.

Allocation Policy

The Company’s allocation policy for issues under the 10% Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the purpose of the issue;
the methods of raising funds that are available to the Company, including rights issues or other issues in which existing shareholders may participate;
the effect of the issue of the Equity Securities on the control of the Company;
the financial situation and solvency of the Company;

prevailing market conditions; and
advice from the Company’s advisors.

As the Company has no current plans to undertake a new capital raising using its additional 10% Placement Capacity, the allottees under the 10% Placement Capacity have not yet been determined but if such an exercise was undertaken, allottees may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

Previous issues of Equity Securities under Listing Rule 7.1A

The Company previously sought and obtained shareholder approval under Listing Rule 7.1A at the Annual General Meeting held 29 November 2021.

In accordance with Listing Rule 7.3A.6, in the 12 months preceding the date of this Notice, the Company has issued 100,000,000 Shares pursuant to Listing Rule 7.1A.2 which represents 5.2% of the total number of Equity Securities on issue at the commencement of that 12-month period. The details of all issues of Equity Securities in the 12 months preceding the date of the meeting are set out in Annexure A to this Explanatory Statement.

Voting exclusion statement

No voting exclusion statement applies to Resolution 4.

As at the date of this Notice, the Company has not approached any particular existing Shareholders to participate in the issue of Equity Securities under the 10% Placement Capacity. No existing Shareholders’ votes will therefore be excluded under the voting exclusion in the Notice.

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
the information required by Listing Rule 3.10.5A for release to the market.

5.3 Board Recommendation

The Board believes that the 10% Placement Capacity is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly, the Board unanimously recommend that Shareholders approve Resolution 4.

6. RESOLUTION 5 - APPROVAL TO ISSUE PHASE 3 CONSIDERATION OPTIONS

6.1 Acquisition

On 14 January 2021 the Company announced it had entered into a binding agreement ( Acquisition Agreement ) to acquire the Ivittuut Project in Greenland ( Project ) and associated mining information in relation to the Project tenement MEL2007-45 from Cerium Pty Ltd ( Cerium ), Rimbal Pty Ltd ( Rimbal ) and Greg Barnes (together, the Ivittuut Vendors ) ( Acquisition ). Refer to the ASX announcement dated 14 January 2021 for further details on the Acquisition.

6.2 Key Terms of the Acquisition Agreement

Pursuant to the Acquisition Agreement, the Company has issued the following phased consideration to the Ivittuut Vendors:

Phase 1 consideration comprising:
1.1 $50,000 payable in cash; and
1.2 212,000,000 Shares (the Phase 1 Consideration Shares ).
Phase 2 consideration was issued after shareholder approval was obtained on 26 May 2021 by the Company to issue the Phase 2 and 3 considerations outlined below, as well as the Ivittuut Vendors obtaining regulatory approvals in Greenland to transfer the Project to the Company and the Company completing due diligence, comprising:
2.1 $100,000 payable in cash; and
2.2 the issue of the following securities:
- (a) 154,000,000 ordinary fully paid shares;
- (b) 62,500,000 Options exercisable at $0.015 expiring 3 years from the date of issue; and
- (c) 32,500,000 Options exercisable at $0.05 expiring 5 years from the date of issue,

(together the Phase 2 Consideration Securities ).

Pursuant to the Agreement, the Company also agreed to issue Phase 3 Consideration Options as deferred consideration, subject to shareholder approval. The Phase 3 Consideration Options, the subject of Resolution 1, are to be issued twelve months after the issue of the Phase 2 Consideration Securities comprising:
3.1 180,000,000 Options exercisable at $0.015 expiring 3 years from the date of issue; and
3.2 160,000,000 Options exercisable at $0.05 expiring 5 years from the date of issue,

(together the Phase 3 Consideration Options ).

The Company will also make the following payments to Cerium on satisfaction of the following milestones ( Milestone Payments ):

(i) $1,000,000 - Within 10 business days of the announcement of a JORC compliant inferred resource within the Project in respect of any mineral.
(ii) $3,000,000 - Within 10 business days of the announcement of completion of the first scoping study in respect of the Project.
(iii) $7,000,000 - Within 10 business days of the announcement of completing the first pre-feasibility study in respect of the Project.
(iv) $9,000,000 - Within 10 business days of the announcement of the last to occur of completion of the first definitive feasibility study in respect of the Tenement

and the grant of a mining licence from Greenland Government over the area the subject of that study.

Subject to shareholder approval, Eclipse may elect to satisfy any of the Milestone Payments (wholly or partly) by way of the issue of Shares. The number of Shares will be determined by dividing the cash amount to be satisfied by the Shares by the price of the Shares, applying the 5-day VWAP prior to announcement of the relevant milestone. The notice of meeting seeking shareholder approval for the issue of the Milestone Securities will contain an independent expert’s report in accordance with section 13 of Guidance Note 19 opining on whether the issue of the Milestone Payments are fair and reasonable to non-participating security holders.

In addition, from the date of issue of the Phase 2 Consideration Securities, the Company has granted Cerium a 3.5% net profit royalty payable in relation to any mineral product recovered from the Tenement and sold ( Royalty ).

(a) All securities issued to Cerium (including those issued on exercise of the Options) will be voluntarily escrowed as follows:

Percentage of securities issued	Voluntary Escrow period
50%	24 months
50%	12 months

(b) All Consideration Shares issued to the Ivittuut Vendors other than Cerium will be escrowed as follows:

Percentage of securities issued	Voluntary Escrow period
50%	12 months
50%	No escrow

(c) All Shares issued to the Ivittuut Vendors other than Cerium upon exercise of the Options will be voluntarily escrowed as follows:

Percentage of securities issued	Voluntary Escrow period
100%	12 months

6.3 Other Material Terms of the Acquisition Agreement:

(a) For so long as Cerium holds at least 19% of the total issued Share capital of the Company, Cerium will be entitled to nominate one director for appointment to the Board ( Director Appointment Right ), subject to the Company being satisfied such person has appropriate commercial and professional experience to fulfil the role, is of good fame and character (as contemplated by the Listing Rules) and is otherwise satisfactory to the Board acting reasonably.
(b) Until the Milestone Payments and Royalty are paid in full the Company cannot sell or assign the Tenement without assigning its obligation to pay the Milestone Payments or the Royalty (as applicable) to Cerium to the same transferee at the same time.
(c) The Company will grant to Cerium a mortgage or other similar security over the Project to secure payment of the Milestone Consideration allowable under the laws of Greenland .

6.4 ASX Listing Rule Requirements

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

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

By approving the issue of the Phase 3 Consideration Options, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 5 is not passed, the Phase 3 Consideration Options, will not be able to be issued and the Company will be obliged to make equivalent cash payments to Ivittuut Vendors by reference to a Black Scholes Model per Option where the indicative share price used for the calculation is the 5-day VWAP of the Shares for the 5 days prior to the notice of meeting for the EGM or, where applicable, any subsequent general meeting.

6.5 Information Required by Listing Rules 7.1

For the purposes of Listing Rule 7.3, information regarding the approval to issue of the Phase 3 Consideration Options is provided as follows:

(a) The names of the Ivittuut Vendors to whom the entity has agreed to issue the Phase 3 Consideration Options are Cerium Pty Ltd, Rimbal Pty Ltd and Greg Barnes who are not related parties of the Company or a person to whom Listing Rule 10.11 applies.
(b) The maximum number of Phase 3 Consideration Options agreed to be issued is as follows:
(i) 180,000,000 Options exercisable at $0.015 expiring 3 years from the date of issue; and
(ii) 160,000,000 Options exercisable at $0.05 expiring 5 years from the date of issue.
(c) The terms and conditions of the options exercisable at $0.015 expiring 3 years from the date of issue and options exercisable at $0.05 expiring 5 years from the date of issue are set out in Schedules 1 and 2 respectively.
(d) A summary of the material terms of the Acquisition Agreement is set out in Section 1.2.
(e) The Phase 3 Consideration Options are yet to be issued. The Phase 3 Consideration Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(f) The Phase 3 Consideration Options are being issued in consideration for the Acquisition. Accordingly, no funds will be raised from the issue of the Phase 3 Consideration Options.
(g) A voting exclusion statement is included in the Notice.
(h) Resolution 5 is an ordinary Resolution.

6.6 Directors’ Recommendation

All the Directors recommend that Shareholders vote in favour of Resolution 5.

7. RESOLUTION 6 – REPLACEMENT CONSTITUTION

7.1 General

A company may modify or repeal its constitution or a provision of its constitution by a special resolution of the Shareholders.

Resolution 6 seeks repeal the Company’s existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares. The Proposed Constitution is to ensure the Company’s constitution reflects the current provisions of the Corporations Act and ASX Listing Rules. Resolution 4 is a special resolution, accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

The Proposed Constitution will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2010.

In addition, ASX has introduced a number of rule changes to make aspects of the listing process and ongoing compliance with the listing rules more efficient for issuers and for ASX.

ASX has introduced a two-tier escrow regime where ASX can (and will) require certain more significant holders of restricted securities and their controllers to execute a formal escrow agreement in the form of Appendix 9A, as is currently the case. However, for less significant holdings, ASX will instead permit entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holder of restricted securities and to simply give a notice to the holder of restricted securities in the form of a new Appendix 9C advising them of those restrictions.

The new listing rules came into effect on 1 December 2019. A company now cannot issue restricted securities unless the constitution is amended to include the wording below. Given the Company is already admitted to the official list of ASX, the circumstances in which the Company may issue restricted securities is limited, and would most likely relate to transactions requiring approval under ASX Listing Rule 10.1 or if the Company was required to re-comply with Chapters 1 and 2 of the ASX Listing Rules because of the application of ASX Listing Rule 11.1.3 (i.e. a significant change to the Company’s nature or scale of activities).

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions of the existing Constitution. The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature.

The Directors believe these amendments are neither material nor will they have any significant impact on Shareholders. It is not practicable to list all the changes to the Constitution in detail in this Explanatory Memorandum, however, a summary of the proposed material changes is set out below in section 7.2.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website at the registered office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary at +61 8 9331 6710. Shareholders are invited to contact the Company if they have any queries or concerns.

7.2 Summary of Material Proposed Changes

Dividends (clause 22)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not pay a dividend unless: (i) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(ii) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
(iii) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (clause 9)

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

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

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

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

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

Reasons for proportional takeover provisions

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

Knowledge of any acquisition proposals

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

Potential advantages and disadvantages of proportional takeover provisions

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

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

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

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

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

Unmarketable Parcels (clause 25)

Clause 25 of the Constitution outlines how the Company can manage shareholdings which represent an “unmarketable parcel” of shares, being a shareholding that is less than $500 based on the closing price of the Company’s Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with “unmarketable parcels” outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 25 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Fee for registration of off market transfers (clause 7.4(c))

In 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to as “off-market transfers”.

Clause 7.4 of the Proposed Constitution enables the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Restricted Securities (clause 24.3)

The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Without limiting the generality of the above:

a. a holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;
b. if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities.
c. the Company will refuse to acknowledge any disposal (including, without limitation, to registering any transfer), assignment or transfer of Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the ASX;
d. a holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and

if a holder of Restricted Securities breaches a restriction deed or a provision of this Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

7.3 Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 6.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS

8.1 Background

The Company announced on 30 August 2022 it had received commitments to raise $2.0 million ( Placement ) by way of issuing a total of 100,000,000 Shares at an issue price of $0.02 per share ( Placement Shares ) together with a 1-for-1 attaching option ( Placement Options ).

Funds raised under the Placement will be applied towards primarily to fund up-coming drilling campaigns at the at the Grønnedal prospect in Greenland following approval by Greenland’s Minerals Licenses and Safety Authority (MRSA) of the Company’s 2022 proposal to conduct field activities.

On 5 September 2022 the Company issued 100,000,000 Placement Shares pursuant to ASX Listing Rule 7.1A. On 18 September 2022 the Company issued 100,000,000 Placement Options pursuant to Listing Rule 7.1. The Placement Options are exercisable at $0.05 expiring two 17 September 2024 (Refer Schedule 3).

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 100,000,000 Placement Options under Listing Rule 7.1.

8.2 ASX Listing Rules 7.1

Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The issue of the Placement Options does not fit within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

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 Rule 7.1.

To this end, Resolution 7 seeks Shareholder approval for the ratification of the issue of 100,000,000 Placement Options which were issued under Listing Rule 7.1

8.3 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed the Placement Options issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 7 is not passed, the Placement Options issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the

number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

8.4 Technical information required by ASX Listing Rule 7.5

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

(a) The Placement Options were issued to issued to sophisticated, professional or other exempt investors, identified by Ignite Equity Pty Ltd. None of the subscribers to the Placement were related parties of the Company. No applicant was a member of the Company’s key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity’s current issued capital;
(b) the Company issued 100,000,000 Placement Options pursuant to existing capacity available under Listing Rule 7.1;
(c) the Placement Options are exercisable at $0.05 expiring 17 September 2024 and otherwise on the terms set out in Schedule 3;
(d) the Placement Options were issued 19 September 2022;
(e) the Placement Options were issued as attaching options to the Placement Shares on a 1-for-1 basis;
(f) the purpose of Placement was to raise funds for up-coming drilling campaigns at the at the Grønnedal prospect in Greenland following approval by Greenland’s Minerals Licenses and Safety Authority (MRSA) of the Company’s 2022 proposal to conduct field activities as well as working capital; and
(g) a voting exclusion statement is included in Resolution 7 of the Notice.

8.5 Directors’ recommendation

The Board of Directors recommends that Shareholders vote in favour of Resolution 7. The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – IGNITE EQUITY OPTIONS

9.1 Background

As set out in section 8.1 above, the Company completed a Placement on 5 September 2022. The Placement was managed by Ignite Equity Pty Ltd ( Ignite Equity ). Ignite is a boutique corporate advisory firm specialising in funding and acting as corner investor for small-cap ASX listed Companies.

In connection with its role in the Placement the Company issued Ignite Equity 7,500,000 options on the same terms as the Placement Options on 19 September 2022 pursuant to ASX Listing Rule 7.1 ( Ignite Equity Options ). The Ignite Equity Options are exercisable at $0.05 expiring 17 September 2024 (Refer Schedule 3).

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 7,500,000 Ignite Equity Options under Listing Rule 7.1.

9.2 ASX Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in section 8.2 above.

To this end, Resolution 8 seeks Shareholder approval for the ratification of the issue of 7,500,000 Ignite Equity Options which were issued under Listing Rule 7.1

9.3 Technical information required by Listing Rule 14.1A

If Resolution 8 is passed the Ignite Equity Options issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 8 is not passed, the Ignite Equity Options issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

9.4 Technical information required by ASX Listing Rule 7.5

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

(a) A total of 7,500,000 Ignite Equity Options were issued to Ignite Equity who is not a related party of the Company nor a member of the Company’s key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity’s current issued capital;
(b) the Company issued 7,500,000 Ignite Equity Options pursuant to existing capacity available under Listing Rule 7.1;
(c) the Ignite Equity Options are exercisable at $0.05 expiring 17 September 2024 and otherwise on the terms set out in Schedule 3;
(d) the Ignite Equity Options were issued 19 September 2022;
(e) the Ignite Equity Options were issued as partial consideration for Ignite Equity’s role as lead manager to the Placement and accordingly no funds were raised from the issue of Ignite Equity Options; and
(f) a voting exclusion statement is included in Resolution 8 of the Notice.

9.5 Directors’ recommendation

The Board of Directors recommends that Shareholders vote in favour of Resolution 8. The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE – INVESTING NEWS NETWORK SHARES

10.1 Background

On 5 September 2022 the Company issued 2,043,478 ordinary shares to Investing News Network Pty Ltd ( Investing News Network ) in consideration for marketing services provided pursuant to ASX Listing Rule 7.1.

Resolution 9 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 2,043,478 Shares issued to Investing News Network under Listing Rule 7.1.

10.2 ASX Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in section 8.2 above.

To this end, Resolution 9 seeks Shareholder approval for the ratification of the issue of 2,043,478 Shares issued to Investing News Network which were issued under Listing Rule 7.1

10.3 Technical information required by Listing Rule 14.1A

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

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

10.4 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 9:

(a) A total of 2,043,478 fully paid ordinary shares (ranking pari passu) were issued to Investing News Network who is not a related party of the Company nor a member of the Company’s key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity’s current issued capital;
(b) the shares were issued 5 September 2022 at a deemed issue price of $0.023 per share;

(c) the shares were issued in settlement of marketing services provided by Investing News Network and accordingly no funds were raised from the issue of the shares; and
(d) a voting exclusion statement is included in Resolution 9 of the Notice.

10.5 Directors’ recommendation

The Board of Directors recommends that Shareholders vote in favour of Resolution 9. The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE – HONG SUNG RELATIONS SHARES

11.1 Background

On 5 September 2022 the Company issued 1,086,957 ordinary shares to Hong Sung Relations Pty Ltd ( Hong Sung Relations ) in consideration for investor relations services provided pursuant to ASX Listing Rule 7.1.

Resolution 10 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 1,086,957 Shares issued to Hong Sung Relations under Listing Rule 7.1.

11.2 ASX Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in section 8.2 above.

To this end, Resolution 10 seeks Shareholder approval for the ratification of the issue of 1,086,957 Shares issued to Hong Sung Relations which were issued under Listing Rule 7.1

11.3 Technical information required by Listing Rule 14.1A

If Resolution 10 is passed the shares issued will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 10 is not passed, the shares issued will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

11.4 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 10:

(e) A total of 1,086,957 fully paid ordinary shares (ranking pari passu) were issued to Hong Sung Relations who is not a related party of the Company nor a member of the Company’s key management personnel, a substantial holder in the Company, an advisor to the entity or an associate of any of these persons and were not issued more than 1% of the entity’s current issued capital;
(f) the shares were issued 5 September 2022 at a deemed issue price of $0.023 per share;
(g) the shares were issued in settlement of investor relations services provided by Hong Sung Relations and accordingly no funds were raised from the issue of the shares; and
(h) a voting exclusion statement is included in Resolution 10 of the Notice.

11.5 Directors’ recommendation

The Board of Directors recommends that Shareholders vote in favour of Resolution 10. The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

12. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Mr Matthew Foy, on +61 (8) 9480 0420, if they have any queries in respect of the matters set out in these documents.

ANNEXURE A – SUPPLEMENTARY INFORMATION FOR RESOLUTION 4

The table below sets out the details of all the issues of Equity Securities under 7.1A.2 by the Company in the 12 months preceding the Annual General Meeting, as required by ASX Listing Rule 7.3A.6(b).

Date	Number	Class	Recipients	Issue price and discount to market price (if any)	Form of consideration
05.09.2022	100,000,000	Ordinary fully paid shares.	Qualified sophisticated investors identified and arranged by Ignite Equity Pty Ltd	Issue price of 2.0¢ per share Market Price: 2.2¢ Discount: 9%	Funds Raised: $2,000,000 Funds have been used to meet the costs of the offer and remaining funds will be used to fund the upcoming exploration and drill programs in Greenland.

GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given to that term in section 5.1 of the Explanatory Statement.

Acquisition Agreement has the meaning given to it in Section 6.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Cerium means Cerium Pty Ltd (ACN 645 157 115).

Chair means the Chair of the Meeting.

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

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

Company means Eclipse Metals Limited (ACN 142 366 541).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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

Explanatory Statement means the explanatory statement accompanying the Notice.

Hong Sung Relations means Hong Sung Relations Pty Ltd (ACN 657 553 403).

Ignite Equity means Ignite Equity Pty Ltd (ACN 658 888 601).

Investing News Network means Investing News Network Pty Ltd (ACN 647 264 999).

Ignite Equity Options has the meaning set out in section 9.2.

Ivittuut Vendors means Cerium, Rimbal and Greg Barnes.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons 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.

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

Phase 1 Consideration Shares has the meaning set out in Section 6.2.

Phase 2 Consideration Securities has the meaning set out in Section 6.2.

Phase 3 Consideration Options has the meaning set out in Section 6.2.

Placement has the meaning set out in section 8.1.

Placement Options has the meaning set out in section 8.1.

Placement Shares has the meaning set out in section 8.1.

Proxy Form means the proxy form accompanying the Notice.

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

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

Rimbal means Rimbal Pty Ltd (ACN 009 223 438).

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

Shareholder means a holder of a Share.

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

SCHEDULE 1 – TERMS AND CONDITIONS OF 1.5¢ OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.015 ( Exercise Price )

(c) Expiry Date

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

(d)

Exercise Period

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

(e) Notice of Exercise

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

(f)

Exercise Date

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

(g) Timing of issue of Shares on exercise

Subject to the Company obtaining any necessary Shareholder approval or regulatory approvals for the issue of the underlying Shares, within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and

do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

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

(j)

Participation in new issues

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

(k) Change in exercise price

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

(l)

Transferability

The Options are not transferable except as follows:

(i) to transferees who are sophisticated or professional investors in accordance with section 708 of the Corporations Act or other persons who do not require a prospectus under the Corporations Act; and
(ii) provided that on or before the transfer the holder gives notice of the transfer to the Company specifying the number of Options being transferred, the date of the transfer and the name and address of the transferee.

SCHEDULE 2 – TERMS AND CONDITIONS OF 5.0¢ OPTIONS

(a)

Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c) Expiry Date

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

(d) Exercise Period

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

(e)

Notice of Exercise

(f)

Exercise Date

(g) Timing of issue of Shares on exercise

Subject to the Company obtaining any necessary Shareholder approval or regulatory approvals for the issue of the underlying Shares, within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

(j)

Participation in new issues

(k) Change in exercise price

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

(l)

Transferability

The Options are not transferable except as follows:

(i) to transferees who are sophisticated or professional investors in accordance with section 708 of the Corporations Act or other persons who do not require a prospectus under the Corporations Act; and
(ii) provided that on or before the transfer the holder gives notice of the transfer to the Company specifying the number of Options being transferred, the date of the transfer and the name and address of the transferee.

SCHEDULE 3 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 17 September 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e)

Notice of Exercise

(f)

Exercise Date

(g) Timing of issue of Shares on exercise

Subject to the Company obtaining any necessary Shareholder approval or regulatory approvals for the issue of the underlying Shares, within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

(j) Participation in new issues

(k) Change in exercise price

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

(l) Transferability

The Options are transferable and it is intended that quotation will be sought for the Options on ASX.

Eclipse Metals Limited | ACN 142 366 541

Holder Number:

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Proxy Voting Form

If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Your proxy voting instruction must be received by 11.00am (WST) on Monday, 7 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

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

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log

insah

or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic

GPO Box 5193

Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street Sydney NSW 2000

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

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Eclipse Metals Limited, to be held at 11.00am (WST) on Wednesday, 9 November 2022 at Swan Room, Rendezvous Hotel Perth Scarborough, 148 The Esplanade, Scarborough, WA 6019 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

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

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 – Your voting direction

Resolutions For Against Abstain 1. Adoption of Remuneration Report 2. Re-Election of Director – Dr Oliver Kreuzer 3. Re-Election of Director – Mr Carl Popal 4. Approval of 10% Placement Capacity 5. Approval to Issue Phase 3 Consideration Options 6. Adoption of Replacement Constitution 7. Ratification of Prior Issue – Placement Options 8. Ratification of Prior Issue – Ignite Equity Options 9. Ratification of Prior Issue – Investing News Network Shares 10. Ratification of Prior Issue – Hong Sun Relations Shares

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

ECLIPSE METALS LIMITED. — AGM Information 2022

64863_rns_2022-10-06_881d0e1e-cd95-419e-adfb-316d1d960278.pdf

ECLIPSE METALS LIMITED (ACN 142 366 541) NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

Voting Prohibition

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR OLIVER KREUZER

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR CARL POPAL

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY

5. RESOLUTION 5 – APPROVAL TO ISSUE PHASE 3 CONSIDERATION OPTIONS

6. RESOLUTION 6 – ADOPTION OF REPLACEMENT CONSTITUTION

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE – IGNITE EQUITY OPTIONS

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE – INVESTING NEWS NETWORK SHARES

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE – HONG SUN RELATIONS SHARES

DATED: 7 OCTOBER 2022

BY ORDER OF THE BOARD

MR MATTHEW FOY COMPANY SECRETARY

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

2.4 Chair voting undirected proxies

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR OLIVER KREUZER

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR CARL POPAL

5. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

5.2 ASX Listing Rule 7.1A Requirements

Minimum issue price

Dilution

Issue Period

Purpose of issues

Allocation Policy

Previous issues of Equity Securities under Listing Rule 7.1A

Voting exclusion statement

5.3 Board Recommendation

6. RESOLUTION 5 - APPROVAL TO ISSUE PHASE 3 CONSIDERATION OPTIONS

6.1 Acquisition

6.2 Key Terms of the Acquisition Agreement

(together the Phase 2 Consideration Securities ).

(together the Phase 3 Consideration Options ).

6.3 Other Material Terms of the Acquisition Agreement:

6.4 ASX Listing Rule Requirements

6.5

Information Required by Listing Rules 7.1

6.6 Directors’ Recommendation

7. RESOLUTION 6 – REPLACEMENT CONSTITUTION

7.1 General

7.2 Summary of Material Proposed Changes

Dividends (clause 22)

Partial (proportional) takeover provisions (clause 9)

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Reasons for proportional takeover provisions

Knowledge of any acquisition proposals

Potential advantages and disadvantages of proportional takeover provisions

Unmarketable Parcels (clause 25)

Fee for registration of off market transfers (clause 7.4(c))

Restricted Securities (clause 24.3)

7.3 Recommendation of the Board

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE – PLACEMENT OPTIONS

8.1 Background

8.2 ASX Listing Rules 7.1

8.3 Technical information required by Listing Rule 14.1A

ECLIPSE METALS LIMITED. AGM Information 2022