EMINENCE MINERALS LIMITED — Proxy Solicitation & Information Statement 2024

Apr 9, 2024

==> picture [145 x 36] intentionally omitted <==

10 April 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: 10.30 am (AWST) on Friday, 10 May 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 10.30am (AWST) on Wednesday, 8 May 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 info@eqnx.com.au and Automic (the Company’s share registry) at hello@automic.com.au. 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: info@eqnx.com.au

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 : 10.30 am DATE : 10 May 2024 PLACE : Parmelia Hilton Hotel 14 Mill Street PERTH WA 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 10.30 am WST on 8 May 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND 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 7.4 and for all other purposes, Shareholders ratify the issue of 5,675,000 Placement Shares and 5,675,000 Placement Options 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 OF DIRECTOR PARTICIPATION IN PLACEMENT – ROBERT MARTIN

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

"That, for the purpose of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 850,000 Participation Shares together with 850,000 Participation Options to Mr Robert Martin (or his nominee) 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 OF DIRECTOR PARTICIPATION IN PLACEMENT – AGHA PERVEZ

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

"That, for the purpose of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,275,000 Participation Shares together with 1,275,000 Participation Options to Mr Agha Pervez (or his nominee) 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 – APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT – VINCENT CHYE

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

"That, for the purpose of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 200,000 Participation Shares together with 200,000 Participation Options to Mr Vincent Chye (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

1

/1464_7

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 and Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the Unrelated Placement Participants) or an associate of that person or those persons.
Resolution 2 – Approval of Director Participation in Placement – Robert Martin	Mr Robert Martin (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 that person or those persons.
Resolution 3 – Approval of Director Participation in Placement – Agha Pervez	Mr Agha Pervez (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 that person or those persons.
Resolution 4 – Approval of Director Participation in Placement – Vincent Chye	Mr Vincent Chye (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 that person or those persons.

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

• (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.

2

240403 $1.6M Placement NOM (FINAL)

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.

3

240403 $1.6M Placement NOM (FINAL)

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

As announced on 28 November 2023, the Company received firm commitments from existing and new institutional, professional and sophisticated investors to raise a total of $1,600,000 (before costs) through the issue of a total of 8,000,000 Shares at an issue price of $0.20 per Share together with one free-attaching Option exercisable at $0.25 on or before the date that is 5 years from the date of issue ( Attaching Option ) for every Placement Share subscribed for and issued ( Placement ).

The Placement comprises of:

• (a) 5,675,000 Shares ( Placement Shares ) and 5,675,000 Attaching Options ( Placement Options ) issued on 14 December 2023 to institutional, professional and sophisticated investors who are unrelated to the Company ( Unrelated Placement Participants ) under the Company’s placement capacity under Listing Rules 7.1, which the Company is seeking to ratify under Resolution 1; and

• (b) 2,325,000 Shares ( Participation Shares ) and 2,325,000 Attaching Options ( Participation Option ) to be issued to Messrs Martin, Pervez and Chye (the Related Party Participants ) (or their nominees) each of whom wish to participate in the Placement on the same terms as the Unrelated Placement Participants subject to Shareholder approval (being the subject of Resolutions 2 to 4).

Funds raised from the Placement will fund working capital and preliminary exploration activities at the Company’s newly staked Campo Grande and Minas Gerais Projects.

The Company engaged the services of Sixty Two Capital Pty Ltd (ACN 611 480 169) ( Sixty Two Capital ) (AFSL 531982), to act as lead manager to the Placement. The Company agreed to pay Sixty Two Capital a fee of $96,000 (being, 6% of the amount raised under the issue of the Placement in consideration for its services.

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

2.1 General

As set out in Section 1, on 14 December 2023, the Company issued the Placement Shares and Placement Options (together, the Placement Securities ) to the Unrelated Placement Participants.

The issue of the Placement Securities 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

1

240403 $1.6M Placement NOM (FINAL)

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 Securities 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 for the 12 month period following the date of issue of the Placement Securities.

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 Securities.

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

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Placement Securities 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 Securities.

If Resolution 1 is not passed, the Placement Securities 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 Securities.

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:

• (a) the Placement Securities were issued to the Unrelated Placement Participants who are clients of Sixty Two Capital. The recipients were identified through a bookbuild process, which involved Sixty Two Capital 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, other than the parties listed in (c), the Company confirms that none of the Unrelated 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

2

240403 $1.6M Placement NOM (FINAL)

  - (ii) issued more than 1% of the issued capital of the Company;

• (c) the Unrelated Placement Participants included the following parties:

  • (i) Bilal Ahmad, a “substantial holder” for the purposes of the Listing Rules, was issued 815,00 Placement Shares and 815,000 Placement Options; and

  • (ii) Sufian Ahmad, a “substantial holder” for the purposes of the Listing Rules, was issued 700,000 Placement Shares and 700,000 Placement Options;

• (d) 5,675,000 Placement Shares and 5,675,000 Placement Options were issued;

• (e) 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;

• (f) the Placement Options were issued on the terms and conditions set out in Schedule 1;

• (g) the Placement Securities were issued on 14 December 2023;

• (h) the issue price per Placement Share was $0.20 and the issue price of the Placement Options was nil as they were issued free attaching with the Shares on a 1:1 basis. The Company has not and will not receive any other consideration for the issue of the Placement Securities (other than in respect of funds received on exercise of the Placement Options);

• (i) the purpose of the issue of the Placement Securities was to raise $1,135,000, which the Company intends to use in the manner set out in Section 1; and

• (j) the Placement Securities were not issued under an agreement.

3. RESOLUTIONS 2 TO 4 – APPROVAL OF DIRECTOR PARTICIPATION IN PLACEMENT

3.1 General

As set out in Section 1, the Related Party Participants wish to participate in the Placement on the same terms as Unrelated Placement Participants ( Participation ).

Accordingly, Resolutions 2 to 4 seek Shareholder approval under and for the purposes of Listing Rule 10.11 for the issue of up to an aggregate of 2,325,000 Participation Shares and 2,325,000 Participation Options to the Directors, comprising:

• (a) 850,000 Participation Shares and 850,000 Participation Options to Mr Robert Martin (or his nominee);

• (b) 1,275,000 Participation Shares and 1,275,000 Participation Options to Mr Agha Pervez (or his nominee); and

• (c) up to 200,000 Participation Shares and 200,000 Participation Options to Mr Vincent Chye (or his nominee),

as a result of the Participation on the terms set out below.

The Participation Shares and Participation Options are together referred to as the Participation Securities .

3

240403 $1.6M Placement NOM (FINAL)

3.2 Chapter 2E of the Corporations Act

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 Participation will result in the issue of the Participation Securities which constitutes giving a financial benefit and the Related Party Participants are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Martin who has a material personal interest in Resolution 2) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 2 because the Participation Securities will be issued to Mr Martin on the same terms as Placement Securities offered to Unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Mr Pervez who has a material personal interest in Resolution 3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 3 because the Participation Securities will be issued to Mr Pervez on the same terms as Placement Securities offered to Unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

The Directors (other than Mr Chye who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 4 because the Participation Securities will be issued to Mr Chye on the same terms as Placement Securities offered to Unrelated Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

3.3 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that all of the Directors comprising the Board have a material personal interest in the outcome of Resolutions 2 to 4. If each does have such an interest, then a quorum could not be formed to consider the matters contemplated by Resolutions 2 to 4 at Board level.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 2 to 4 for the purposes of section 195(4) of the Corporations

4

240403 $1.6M Placement NOM (FINAL)

Act in respect of the reliance on the arm’s length terms exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

3.4 Listing Rule 10.11

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

• 10.11.1 a related party;

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

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

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

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

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 2 to 4 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

3.5 Technical information required by Listing Rule 14.1A

If Resolutions 2 to 4 are passed, the Company will be able to proceed with the issue of the Participation Securities within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Participation Securities (because approval is being obtained under Listing Rule 10.11), the issue of the Participation Securities will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 2 to 4 are not passed, the Company will not be able to proceed with the issue of the Participation Securities and the Company will not able to raise the full amount under the Placement.

3.6 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 2 to 4:

• (a) the Participation Securities will be issued to the Related Party Participants (or their nominees), who each fall within the category set out in Listing Rule 10.11.1 by virtue of being a Director. The nominees of the Directors may include their controlled entities or entities controlled by their parents;

5

240403 $1.6M Placement NOM (FINAL)

• (b) the maximum number of Participation Securities to be issued to the Directors (or their nominee) is 2,325,000 Participation Shares and 2,325,000 Participation Options, comprising:

• (i) 850,000 Shares and 850,000 Participation Options to Mr Robert Martin (or his nominee) pursuant to Resolution 2;

• (ii) 1,275,000 Shares and 1,275,000 Participation Options to Mr Agha Pervez (or his nominee) pursuant to Resolution 3; and

• (iii) 200,000 Shares and 200,000 Participation Options to Mr Vincent Chye (or his nominee) pursuant to Resolution 4;

• (c) the Participation Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the terms and conditions of the Participation Options are set out in Schedule 1;

• (e) the Participation Securities will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Participation Securities will be issued on the same date;

• (f) the Participation Shares will have an issue price of $0.20 and the issue price of the Participation Options will be nil, being the same issue price as the Placement Shares and Placement Options issued to the Unrelated Placement Participants. The Company will not receive any other consideration for the issue of the Participation Securities (other than in respect of funds received on exercise of the Participation Options);

• (g) the Participation Securities will be issued as part of the Placement. The purpose of the Placement is to raise capital, which the Company intends to use in the manner set out in Section 1;

• (h) the issue of the Participation Securities is not intended to remunerate or incentivise the Directors;

• (i) the Participation Securities are not being issued under an agreement; and

• (j) voting exclusion statements are included in Resolutions 2 to 4 of the Notice.

6

240403 $1.6M Placement NOM (FINAL)

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.

Attaching Option has the meaning given to that term in Section 1.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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.

Participation has the meaning given to that term in Section 3.1.

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

Participation Securities has the meaning given to that term in Section 3.1.

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

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

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

Placement Securities has the meaning given to that term in Section 2.1.

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

Proxy Form means the proxy form accompanying the Notice.

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

7

240403 $1.6M Placement NOM (FINAL)

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.

Sixty Two Capital means Sixty Two Capital Pty Ltd (ACN 611 480 169) (AFSL 531982).

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

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

8

240403 $1.6M Placement NOM (FINAL)

SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS AND PARTICIPATION OPTIONS

1. Entitlement

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

2. Exercise Price

Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.25 ( Exercise Price )

3.

Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the date that is five (5) 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,

9

240403 $1.6M Placement NOM (FINAL)

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.

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.

10

240403 $1.6M Placement NOM (FINAL)

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

EQUINOX RESOURCES LTD | ABN 65 650 503 325

==> picture [231 x 58] intentionally omitted <==

Your proxy voting instruction must be received by 10.30am (AWST) on Wednesday, 08 May 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

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/#/homeShareholders 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. 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.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor 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. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au 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 10.30am (AWST) on Friday, 10 May 2024 at Parmelia Hilton Hotel, 14 Mill Street Perth WA 6000 hereby:

==> picture [37 x 171] intentionally omitted <==

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.

STEP 2 - Your voting direction

Resolutions	For	Against Abstain	Against Abstain
1 Ratification of Prior Issue of Placement Shares and Options
2 Approval of Director Participation in Placement - Robert Martin
3 Approval of Director Participation in Placement - Agha Pervez
4 Approval of Director Participation in Placement - Vincent Chye
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 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	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).