EMINENCE MINERALS LIMITED - Proxy Solicitation & Information Statement 2024

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27 June 2024

Dear Shareholder,

RE: GENERAL MEETING – NOTICE AND PROXY FORM

Notice is given that a General Meeting ( GM ) of Shareholders of Equinox Resources Limited (ACN 650 503 325) ( Company ) will be held as follows:

Time and date: 9.30 am (WST) on Monday, 29 July 2024

Location: Parmelia Hilton Hotel, 14 Mill Street, Perth Western Australia 6000

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting to shareholders unless a shareholder has requested to receive a hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded at the following link: www.eqnx.com.au or from the ASX Company Announcements Platform at asx.com.au (ASX: EQN).

The Company will be conducting the Meeting at the Location without the use of video conferencing technology.

Shareholders are encouraged to participate in voting on the resolutions to be considered at the Meeting. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://investor.automic.com.au/#/loginsah, or in person by attending the Meeting.

Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 9.30 am (WST) on Saturday, 27 July 2024. Instructions received after that time will not be valid for the meeting.

The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the meeting will be conducted on a poll.

The Company encourages all shareholders to communicate with the Company by email at [email protected] and Automic (the Company’s share registry) at [email protected]. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.

Please register to receive electronic communications and update your shareholder details online at: https://investor.automic.com.au/#/signup.

The Meeting Materials are important and 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. If you have any difficulties obtaining a copy of the Meeting Materials please contact the Company’s share registry.

Yours faithfully Harry Spindler Company Secretary

Level 50, 108 St Georges Terrace Perth, WA 6000

eqnx.com.au T: +61 08 9389 4499 E: [email protected]

ASX: EQN ABN 65 650 503 325

EQUINOX RESOURCES LIMITED ACN 650 503 325 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9.30 am (WST) DATE : Monday, 29 July 2024 PLACE : Parmelia Hilton Hotel 14 Mill Street Perth Western Australia 6000

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 9.30 am WST on 27 July 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,000,000 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – APPROVAL TO 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 purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 6,666,667 Placement Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Lead Manager Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – ELECTION OF DIRECTOR – ZEKAI (ZAC) KOMUR

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 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Zac Komur, a Director who was appointed as an additional Director effective from 1 June 2024, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 5 – APPROVAL TO ISSUE ESA GROUP 1 OPTIONS TO ZAC KOMUR

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 500,000 Options to Zac Komur (or their nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Equinox Resources Ltd – Notice of Meeting

6. RESOLUTION 6 – APPROVAL TO ISSUE ESA GROUP 2 OPTIONS TO ZAC KOMUR

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 500,000 Options to Zac Komur (or their nominee) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

A voting exclusion statement applies to this Resolution. Please see below.

Voting Prohibition Statement

Resolutions 5 & 6 – Issue of
ESA GROUP 1 Options and
ESA GROUP 2 Options to
Zac Komur

A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to
vote on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly
or indirectly with remuneration of a member of the Key
Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of prior issue of Placement Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants) or an associate of thatperson or thosepersons.
Resolution 2 – Approval to issue Placement Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants) or an associate of thatperson or thosepersons.
Resolution 3 – Approval to issue Lead Manager Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the Lead Manager) or an associate of thatperson or thosepersons.
Resolution 5 – Approval to issue ESA Group 1 Options to Zac Komur	Zac Komur (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company)or an associate of thatperson or thosepersons.
Resolution 6 – Approval to issue ESA Group 2 Options to Zac Komur	Zac Komur (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company)or an associate of thatperson or thosepersons.

However, this does not apply to a vote cast in favour of the 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

Equinox Resources Ltd – Notice of Meeting

(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.

Voting by proxy

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

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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:

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.

Voting in person

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6109 6689.

Equinox Resources Ltd – Notice of Meeting

EXPLANATORY STATEMENT

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

1. BACKGROUND TO RESOLUTIONS

1.1 Background

As announced on 20 May 2024, the Company has received firm commitments from existing and new institutional, professional and sophisticated investors to raise a total of a $4,000,000 (before costs), via the issue of 20,000,000 Shares at an offer price of $0.20 per Share ( Placement Shares ), together with one (1) free attaching Option at a strike price of $0.30 and a three-year expiry date ( Placement Options ) for every three (3) Placement Shares subscribed for ( Placement ).

On 20 May 2024, the Company issued the Placement Shares in two tranches to institutional, professional and sophisticated investors who are unrelated to the Company ( Placement Participants ) pursuant to the Placement:

(a) 9,883,000 Placement Shares were issued utilising the Company’s placement capacity under Listing Rule 7.1; and
(b) 10,117,000 Placement Shares were issued utilising the Company’s placement capacity under Listing Rule 7.1A,

(the subject of Resolution 1).

The Company seeks Shareholder approval to issue 6,666,667 Placement Options, to Placement Participants on the basis of one (1) free attaching Option for every three (3) Placement Shares subscribed for (the subject of Resolution 2).

Funds raised from the Placement will fund working capital and preliminary exploration activities at the Company’s rare earth projects in Brazil and Hamersley Iron Ore project in the Pilbara.

1.2 Lead Manager

The Company entered into a mandate with Canaccord Genuity (Australia) Limited ( Canaccord or Lead Manager ), pursuant to which Canaccord was engaged by the Company to act as lead manager to the Placement ( Lead Manager Mandate ). The material terms of the Lead Manager Mandate are set out below.

Fees	The Company agreed to: (a) pay Canaccord a management fee of $80,000 (equal to 2% of the proceeds raised under the Placement); (b) pay Canaccord a capital raising fee of $160,000 (equal to 4% of the proceeds raised under the Placement); and (c) issue Canaccord issue 2,000,000 Options exercisable at a 50% premium to the issue price and expiring three years from the date of issue (Lead Manager Options) (the subject of Resolution 3).
Right of first refusal	Pursuant to the Lead Manager Mandate,the Company must offer Canaccord the right of first refusal to act as lead manager in any equity capital raising undertaken by the Company within 6 months following successful completion of the Placement.

Fees

The Company agreed to:
(a)
pay Canaccord a management fee of $80,000 (equal to 2% of
the proceeds raised under the Placement);
(b)
pay Canaccord a capital raising fee of $160,000 (equal to 4%
of the proceeds raised under the Placement); and
(c)
issue Canaccord issue 2,000,000 Options exercisable at a 50%
premium to the issue price and expiring three years from the
date of issue (Lead Manager Options) (the subject of Resolution
3).

Right of first
refusal

Pursuant to the Lead Manager Mandate,the Company must offer
Canaccord the right of first refusal to act as lead manager in any
equity capital raising undertaken by the Company within 6 months
following successful completion of the Placement.

Other than as noted above, the Lead Manager Mandate contains terms which are standard for an agreement of this type.

Equinox Resources Ltd – Notice of Meeting

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

2.1 Background

As set out in Section 1, on 20 May 2024, the Company issued the Placement Shares to the Placement Participants.

The issue of the Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

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 12 month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. There are restrictions that must be satisfied for the Company to use the extra 10% capacity under Listing Rule 7.1A.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 27 November 2023.

The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by 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 and 7.1A for the 12 month period following the date of issue of the Placement Shares.

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 in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 1 is not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

2.3 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

Equinox Resources Ltd – Notice of Meeting

(a) the Placement Shares were issued to the Placement Participants who are clients of the Lead Manager. The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 20,000,000 Placement Shares were issued as set out in Section 1;
(d) the Placement Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Placement Shares were issued on 20 May 2024;
(f) the issue price per Placement Share was $0.20. The Company has not and will not receive any other consideration for the issue of the Placement Shares;
(g) the purpose of the issue of the Placement Shares was to raise $4,000,000 (before costs), which the Company intends to use in the manner set out in Section 1; and
(h) the Placement Shares were not issued under an agreement.

3. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT OPTIONS

3.1 Background

As set out in Section 1, the Company intends to issue up to 6,666,665 Placement Options to Placement Participants, on the basis of one (1) Placement Option for every three (3) Placement Shares subscribed for under the Placement.

As summarised in Section 2.1 above, 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.

The proposed issue of the Placement Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Options.

Resolution 2 is an independent Resolution.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Options.

Equinox Resources Ltd – Notice of Meeting

3.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) the Placement Options will be issued to the Placement Participants who are clients of the Lead Manager. The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of Placement Options to be issued is 6,666,667. The terms and conditions of the Placement Options are set out in Schedule 1;
(d) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Options will occur on the same date;
(e) the issue price will be nil per Placement Option as they will be issued as freeattaching options on a 1:3 basis. The Company will not receive any consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Options);
(f) the issue of the Placement Options is part of the Placement which is to raise $4,000,000 (before costs). The Company intends to apply the funds raised from Placement as set out in Section 1;
(g) the Placement Options are not being issued under an agreement; and
(h) the Placement Options are not being issued under, or to fund, a reverse takeover.

4. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

4.1 Background

As set out in Section 1, the Company has entered into an agreement to issue up to 2,000,000 Lead Manager Options in part consideration for the services provided by the Lead Manager pursuant to the Placement.

The proposed issue of the Lead Manager Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Equinox Resources Ltd – Notice of Meeting

4.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and the Company will have to re-negotiate the fees payable to the Lead Manager pursuant to the Placement.

Resolution 3 is an independent Resolution.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options.

4.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the Lead Manager Options will be issued to the Lead Manager;
(b) the maximum number of Lead Manager Options to be issued is 2,000,000. The terms and conditions of the Lead Manager Options are set out in Schedule 1 (being the same terms and conditions as the Placement Options);
(c) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Lead Manager Options will occur on the same date;
(d) the Lead Manager Options will be issued at a nil issue price, in consideration for services provided by the Lead Manager pursuant to the Placement;
(e) the purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Lead Manager Mandate;
(f) the Lead Manager Options are being issued to the Lead Manager under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 1; and
(g) the Lead Manager Options are not being issued under, or to fund, a reverse takeover.

5. RESOLUTION 4– ELECTION OF DIRECTOR – ZEKAI (ZAC) KOMUR

5.1 Background

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Komur, having been appointed by other Directors on 27 May 2024 (effective 1 June 2024) in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Equinox Resources Ltd – Notice of Meeting

5.2 Qualifications and other material directorships

Mr Komur has over 23 years of experience in the resources sector and is a passionate leader with expertise spanning mine development, project delivery, commercialisation, commissioning, startups, mining, and mineral processing operations across various commodities.

These include iron ore, nickel, cobalt, lithium, and battery cathode active material production. He has held senior management positions with BHP, Fortescue, and Northvolt, where he played a pivotal role in the start-up of Europe’s first Gigafactory in Sweden.

Mr Komur’s work has covered diverse geographies such as Australia, South Korea, Africa, Sweden, Portugal, and Brazil. This rich international exposure underscores his adaptability and offers a comprehensive view of the global landscape in the resources sector.

Mr Komur holds a Bachelor of Chemical Engineering (1st Class Hons), a Bachelor of Chemistry and a Masters of Business Administration.

5.3 Independence

Mr Komur has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board does not consider Mr Komur will be an independent Director.

5.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company undertook such checks prior to the appointment of Mr Komur.

Mr Komur has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Managing Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Managing Director of the Company.

5.5 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, Mr Komur will be elected to the Board as executive Director.

In the event that Resolution 4 is not passed, Mr Komur will not continue in their role as executive Director. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

5.6 Board recommendation

The Board has reviewed Mr Komur’s performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Komur and recommends that Shareholders vote in favour of Resolution 4.

Equinox Resources Ltd – Notice of Meeting

6. RESOLUTIONS 5 AND 6 – ISSUE OF OPTIONS TO MR KOMUR

6.1 General

The Company has entered into an amended executive services agreement with the Company’s Chief Executive Officer, Mr Komur, ( ESA ) pursuant to which he will receive 1,000,000 Options at a nil issue price, comprising:

(a) 500,000 Options exercisable at $0.25 and expiring three (3) years from the date of issue ( ESA Group 1 Options ) (the subject of Resolution 5); and
(b) 500,000 Options exercisable at $0.05 and expiring three (3) years from the date of issue ( ESA Group 2 Options ) (the subject of Resolution 6),

(together the ESA Options ).

The ESA Options will be issued under the Company’s Employee Securities Incentive Plan adopted on 29 November 2022 ( Plan ). The terms and conditions of the Plan are outlined in Schedule 4.

Pursuant to a revised engagement agreement, Mr Komur will be paid $371,500 per annum (inclusive of supernation) effective from 1 June 2024. Mr Komur and the Company may terminate Mr Komur’s employment by giving one month’s written notice.

6.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires 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:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of the ESA Options to Mr Komur (or their nominee) constitutes giving a financial benefit and Mr Komur is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Komur) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of ESA Options, because the agreement to issue the ESA Options, reached as part of the remuneration package for Mr Komur, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

6.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

Equinox Resources Ltd – Notice of Meeting

The issue of ESA Options to Mr Komur falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 5 and 6 seeks the required Shareholder approval for the issue of the ESA Options under and for the purposes of Listing Rule 10.14.

If Resolutions 5 and 6 are passed, the Company will be able to proceed with the issue of the ESA Options to Mr Komur under the Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the ESA Options (because approval is being obtained under Listing Rule 10.14), the issue of the ESA Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 5 and 6 are not passed, the Company will not be able to proceed with the issue of the ESA Options to Mr Komur under the Plan and in such circumstances the Company may be required to re-negotiate payment terms under the executive services agreement with Mr Komur which may require the Company to pay Mr Komur additional cash fees.

6.4 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolutions 5 and 6:

(a) the ESA Options will be issued to Mr Komur (or their nominee), who falls within the category set out in Listing Rule 10.14.1 by virtue of Mr Komur being a Director;
(b) the maximum number of ESA Options to be issued is 1,000,000;
(c) the current total remuneration package for Mr Komur is $371,500 per annum comprising of directors’ salary and superannuation, together with the prior issue of 1,370,000 performance rights valued at approximately $223,611 at the date of grant. If the ESA Options are issued, the total remuneration package of Mr Komur will increase by approximately $254,095 being the value of the ESA Options (based on the Black Scholes methodology);
(d) 1,370,000 performance rights were previously issued to Mr Komur on 15 March 2024 for nil cash consideration under the Plan;
(e) a summary of the material terms and conditions of the ESA Options is set out in Schedule 2;
(f) the ESA Options are unquoted Options. The Company has chosen to issue ESA Options to Mr Komur for the following reasons:
(i) the ESA Options are unquoted, therefore, the issue of the ESA Options has no immediate dilutionary impact on Shareholders;
(ii) the issue of ESA Options to Mr Komur will align the interests of Mr Komur with those of Shareholders;
(iii) the issue of the ESA Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Komur;

Equinox Resources Ltd – Notice of Meeting

(iv) because of the deferred taxation benefit which is available to Mr Komur in respect of an issue of Options. This is also beneficial to the Company as it means Mr Komur is not required to immediately sell the ESA Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; and
(v) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the ESA Options on the terms proposed;
(g) the Company values the ESA Options at $254,095 based on the Black-Scholes methodology (key inputs; expected volatility of 95%, risk free rate of 3.94%);
(h) the ESA Options will be issued to Mr Komur (or their nominee) no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the ESA Options will be issued on one date;
(i) the issue price of the ESA Options will be nil, as such no funds will be raised from the issue of the ESA Options (other than in respect of funds received on exercise of the ESA Options);
(j) a summary of the material terms and conditions of the Plan is set out in Schedule 4;
(k) no loan is being made to Mr Komur in connection with the acquisition of the ESA Options;
(l) details of any Options issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Plan and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Equinox Resources Ltd – Notice of Meeting

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Equinox Resources Limited (ACN 650 503 325).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

ESA has the meaning given to that term in Section 5.1.

ESA Group 1 Options has the meaning given to that term in Section 5.1.

ESA Group 2 Options has the meaning given to that term in Section 5.1.

ESA Options has the meaning given to that term in Section 5.1.

Explanatory Statement means the explanatory statement accompanying the Notice.

Lead Manager means Canaccord Genuity (Australia) Limited (ACN 075 071 466).

Lead Manager Mandate has the meaning given to that term in Section 1.2

Lead Manager Options has the meaning given to that term in Section 1.2

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Placement has the meaning given to that term in Section 1.

Placement Options has the meaning given to that term in Section 1.

Placement Participants has the meaning given to that term in Section 1.

Placement Shares has the meaning given to that term in Section 1.

Plan means the Employee Securities Incentive Plan of the Company as defined in Section 5.1.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

Equinox Resources Ltd – Notice of Meeting

SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS AND LEAD MANAGER OPTIONS

1. Entitlement

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

2. Exercise Price

Subject to paragraph 10, the amount payable upon exercise of each Option will be $0.30 ( Exercise Price )

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the date that is three (3) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

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

5. 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.

6. 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 ).

7. Timing of issue of Shares on exercise

Within five Business Days after the latter of the Exercise Date and when excluded information in respect to, the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information, but in any case, not later than 30 Business Days after the Exercise Date, the Company will:

(a) 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;
(b) 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
(c) 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 7(b) 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.

Equinox Resources Ltd – Notice of Meeting

8. Shares issued on exercise

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

9. 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.

10. 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.

11. 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.

12. Transferability

The Options are not transferable.

Equinox Resources Ltd – Notice of Meeting

SCHEDULE 2 – TERMS AND CONDITIONS OF ESA GROUP 1 OPTIONS

1. Entitlement:

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

2. Exercise Price

Subject to paragraph 10, the amount payable upon exercise of each Option will be $0.25 ( Exercise Price )

3. Expiry Date

4. Exercise Period

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

5. Notice of Exercise

6. Exercise Date

7. Issue of Shares

As soon as practicable after the valid exercise of an Option, the Company will:

(a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;
(b) issue a substitute Certificate for any remaining unexercised Options held by the holder;
(c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
(d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

8. Restrictions on transfer of Shares

If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Options may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

9. Shares issued on exercise

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

Equinox Resources Ltd – Notice of Meeting

10. Quotation of the Options

The Company will not apply for quotation of the Options on any securities exchange.

11. Cashless exercise of Options

The holder of Options may elect not to be required to provide payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will transfer or allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Options (with the number of Shares rounded down to the nearest whole Share).

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date.

12. Dividend rights

An Option does not entitle the holder to any dividends.

13. Voting rights

An Option does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

14. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.

15. Entitlements and bonus issues:

Subject to the rights under clause 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

16. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

17. Return of capital rights

The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

18. Rights on winding up

The Options have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

19. Takeovers prohibition

Equinox Resources Ltd – Notice of Meeting

(a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
(b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

20. No other rights

An Option does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

21. Amendments required by ASX

The terms of the Options may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

22. Plan

The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

23. Constitution

Upon the issue of the Shares on exercise of the Options, the holder will be bound by the Company’s Constitution.

24. Change in exercise price

Subject to clause 16, 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.

25. Transferability

The Options are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

Equinox Resources Ltd – Notice of Meeting

SCHEDULE 3 – TERMS AND CONDITIONS OF ESA GROUP 2 OPTIONS

1. Entitlement

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

2. Exercise Price

Subject to paragraph 10, the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

3. Expiry Date

4. Exercise Period

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

5. Notice of Exercise

6. Exercise Date

7. Issue of Shares

As soon as practicable after the valid exercise of an Option, the Company will:

(a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;
(b) issue a substitute Certificate for any remaining unexercised Options held by the holder;
(c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
(d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

8. Restrictions on transfer of Shares

9. Shares issued on exercise

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

Equinox Resources Ltd – Notice of Meeting

10. Quotation of the Options

The Company will not apply for quotation of the Options on any securities exchange.

11. Cashless exercise of Options

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date.

12. Dividend rights

An Option does not entitle the holder to any dividends.

13. Voting rights

14. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.

15. Entitlements and bonus issues:

Subject to the rights under clause 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

16. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

17. Return of capital rights

The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

18. Rights on winding up

The Options have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

19. Takeovers prohibition

Equinox Resources Ltd – Notice of Meeting

(a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
(b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

20. No other rights

An Option does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

21. Amendments required by ASX

22. Plan

23. Constitution

Upon the issue of the Shares on exercise of the Options, the holder will be bound by the Company’s Constitution.

24. Change in exercise price

Subject to clause 16, 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.

25. Transferability

The Options are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

Equinox Resources Ltd – Notice of Meeting

SCHEDULE 4 - SUMMARY OF MATERIAL TERMS OF THE PLAN

The following is a summary of the material terms and conditions of the Plan:

1. Eligible Participant

A person is eligible to participate in the Plan ( Eligible Participant ) if they have been determined by the Board to be eligible to participate in the Plan from time to time and are an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company.

This relevantly includes, amongst others:

(a) an employee or director of the Company or an individual who provides services to the Company;
(b) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;
(c) a prospective person to whom paragraphs (a) or (b) apply;
(d) a person prescribed by the relevant regulations for such purposes; or
(e) certain related persons on behalf of the participants described in paragraphs (a) to (d) (inclusive).

2. Maximum allocation

The Company must not make an offer of Securities under the Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:

(a) the total number of Plan Shares (as defined in paragraph 13 below) that may be issued or acquired upon exercise of the convertible securities offered; plus
(b) the total number of Plan Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period,

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

3. Purpose

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

4. Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.

Equinox Resources Ltd – Notice of Meeting

5. Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

6. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

7. Terms of Convertible Securities

Each ‘Convertible Security’ (being an Option or a Performance Right) represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

8. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

9. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between

Equinox Resources Ltd – Notice of Meeting

the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

10. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

11. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules: any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

12. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

13. Rights attaching to Plan Shares

All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

14. Disposal restrictions on Securities

If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

Equinox Resources Ltd – Notice of Meeting

15. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

16. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

17. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

18. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

Equinox Resources Ltd – Notice of Meeting

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

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EQUINOX RESOURCES LTD | ABN 65 650 503 325

Your proxy voting instruction must be received by 09.30am (AWST) on Saturday, 27 July 2024 , 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

Lodging your Proxy Voting Form:

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

YOUR NAME AND ADDRESS

Online

The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. https://investor.automic.com.au/#/loginsah or scan the QR code below using your STEP 1 – APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.

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

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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 Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

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

BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of EQUINOX RESOURCES LTD, to be held at 09.30am (AWST) on Monday, 29 July 2024 at Parmelia Hilton Hotel, 14 Mill Street Perth WA 6000 hereby:

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

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

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 5 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	Resolutions	Against Abstain	Against Abstain
1	RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES
2	APPROVAL TO ISSUE PLACEMENT OPTIONS
3	APPROVAL TO ISSUE LEAD MANAGER OPTIONS
4	ELECTION OF DIRECTOR – ZEKAI (ZAC) KOMUR
5	APPROVAL TO ISSUE ESA GROUP 1 OPTIONS TO ZAC KOMUR
6	APPROVAL TO ISSUE ESA GROUP 2 OPTIONS TO ZAC KOMUR
Please	note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on	a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– 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	communications despatched by the Company electronically (where legally permissible).

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EMINENCE MINERALS LIMITED — Proxy Solicitation & Information Statement 2024

64841_rns_2024-06-26_5012f00d-9787-4b10-bb22-5e2a2bc8df7c.pdf

RE: GENERAL MEETING – NOTICE AND PROXY FORM

EQUINOX RESOURCES LIMITED ACN 650 503 325 NOTICE OF GENERAL MEETING

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

2. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT OPTIONS

3. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

4. RESOLUTION 4 – ELECTION OF DIRECTOR – ZEKAI (ZAC) KOMUR

5. RESOLUTION 5 – APPROVAL TO ISSUE ESA GROUP 1 OPTIONS TO ZAC KOMUR

6. RESOLUTION 6 – APPROVAL TO ISSUE ESA GROUP 2 OPTIONS TO ZAC KOMUR

Voting Prohibition Statement

Voting Exclusion Statements

Voting by proxy

Voting in person

EXPLANATORY STATEMENT

1. BACKGROUND TO RESOLUTIONS

1.1 Background

1.2 Lead Manager

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

2.1 Background

2.2 Technical information required by Listing Rule 14.1A

2.3 Technical information required by Listing Rule 7.4

3. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT OPTIONS

3.1 Background

3.2 Technical information required by Listing Rule 14.1A

3.3 Technical information required by Listing Rule 7.3

4. RESOLUTION 3 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

4.1 Background

4.2 Technical information required by Listing Rule 14.1A

4.3 Technical information required by Listing Rule 7.1

5. RESOLUTION 4– ELECTION OF DIRECTOR – ZEKAI (ZAC) KOMUR

5.1 Background

5.2 Qualifications and other material directorships

5.3

Independence

5.4 Other material information

5.5

Technical information required by Listing Rule 14.1A

5.6 Board recommendation

6. RESOLUTIONS 5 AND 6 – ISSUE OF OPTIONS TO MR KOMUR

6.1 General

(together the ESA Options ).

6.2 Chapter 2E of the Corporations Act

6.3 Listing Rule 10.14

6.4 Technical information required by Listing Rule 10.15

GLOSSARY

SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS AND LEAD MANAGER OPTIONS

1. Entitlement

2. Exercise Price

3.

Expiry Date

4.

Exercise Period

5.

Notice of Exercise

6.

Exercise Date

7.

Timing of issue of Shares on exercise

8. Shares issued on exercise

9. Reconstruction of capital

10. Participation in new issues

11. Change in exercise price

12. Transferability

SCHEDULE 2 – TERMS AND CONDITIONS OF ESA GROUP 1 OPTIONS

1. Entitlement:

2. Exercise Price

3. Expiry Date

4. Exercise Period

5. Notice of Exercise

6. Exercise Date

7. Issue of Shares

8. Restrictions on transfer of Shares

9. Shares issued on exercise

10. Quotation of the Options

11. Cashless exercise of Options

12. Dividend rights

EMINENCE MINERALS LIMITED Proxy Solicitation & Information Statement 2024