EV RESOURCES LTD — AGM Information 2024

Oct 28, 2024

EV RESOURCES LIMITED ACN 009 144 503 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00 am (WST) DATE : Friday, 29 November 2024 PLACE : Virtual Meeting

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

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

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 4.00pm (WST) on Wednesday 27 November 2024.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024.”

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

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR LUKE MARTINO

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 15.2 of the Constitution, Listing Rule 14.4, and for all other purposes, Luke Martino, a Director, retires by rotation, and being eligible, is reelected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR NAVINDERJEET SINGH

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 15.2 of the Constitution, Listing Rule 14.4, and for all other purposes, Navinderjeet Singh, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

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

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF NEW SHARES – LISTING RULE 7.1A

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 75,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 6 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – ADRIAN PAUL

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 14,000,000

1

4908-01/3539952_13

Shares to Adrian Paul (or his nominee(s)) 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.

8. RESOLUTION 7 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – NAVINDERJEET SINGH

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 14,000,000 Shares to Navinderjeet Singh (or his nominee(s)) 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.

9. RESOLUTION 8 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – LYNETTE SUPPIAH

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 5,600,000 Shares to Lynette Suppiah (or her nominee(s)) 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.

10. RESOLUTION 9 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – LUKE MARTINO

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 5,600,000 Shares to Luke Martino (or his nominee(s)) 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.

11. RESOLUTION 10 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – HUGH CALLAGHAN

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 28,000,000 Shares to Hugh Callaghan (or his nominee(s)) 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.

12. RESOLUTION 11 – APPROVAL OF RELATED PARTY PARTICIPATION IN SHORTFALL IN CONSIDERATION FOR SETTLEMENT OF LOAN AMOUNT – ADRIAN PAUL

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of up to 166,666,667 Shares to Allgreen Holdings Pty Ltd (or its nominee(s)), a related party of the Company, on the terms and conditions described in the Explanatory Statement.

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

2

4908-01/3539952_13

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 6 – Approval to issue shares in lieu of director fees – Adrian Paul	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 6 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on 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. Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and 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 KeyManagement Personnel.
Resolution 7 – Approval to issue shares in lieu of director fees – Navinderjeet Singh	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on 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. Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and 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 KeyManagement Personnel.
Resolution 8 – Approval to issue shares in lieu of director fees – Lynette Suppiah	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 8 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on 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. Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if: (a) theproxyis the Chair;and

1

4908-01/3539952_13

	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 KeyManagement Personnel.
Resolution 9 – Approval to issue shares in lieu of director fees – Luke Martino	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 9 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on 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. Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and 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 KeyManagement Personnel.
Resolution 10 – Approval to issue shares in lieu of director fees – Hugh Callaghan	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 10 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on 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. Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and 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 KeyManagement 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 5 − Ratification of prior issue of New Shares – 7.1A	A person who participated in the issue or is a counterparty to the agreement beingapproved or an associate of thatperson or thosepersons..
Resolution 6 – Approval to issue shares in lieu of director fees – Adrian Paul	Adrian Paul (or his nominee(s)) 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 thosepersons.
Resolution 7 – Approval to issue shares in lieu of director fees – Navinderjeet Singh	Navinderjeet Singh (or his nominee(s)) 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 8 – Approval to issue shares in lieu of director fees – Lynette Suppiah	Lynette Suppiah (or her nominee(s)) 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 9 – Approval to issue shares in lieu of director fees – Luke Martino	Luke Martino (or his nominee(s)) 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 10 – Approval to issue shares in lieu of director fees – Hugh Callaghan	Hugh Callaghan (or his nominee(s)) 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 11 – Approval of related party participation in shortfall in consideration for settlement of loan amount – Adrian Paul	Adrian Paul (or their nominee(s), including Allgreen Holdings Pty Ltd) 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.

2

4908-01/3539952_13

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.

3

4908-01/3539952_13

IMP ORTANT INFORMATION

1. TIME AND PLACE OF MEETING

Notice is given that the Meeting will be held virtually at 10.00am (AWST) on Friday, 29 November 2024, accessible to all Shareholders via a live webcast, further details of which are set out below.

The Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form each form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Glossary.

2. WEBCAST

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform.

To access the virtual meeting and vote online during the Meeting:

• Open your internet browser and go to investor.automic.com.au

• Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

• After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “ View ” when this appears

• Click on “ Register ” and follow the steps

• Click on the URL to join the webcast where you can view and listen to the virtual meeting

• Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen

• Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted

Shareholders will have the opportunity to submit questions during the Meeting in respect to the formal items of business to be conducted at the Meeting.

3. YOUR VOTE IS IMPORTANT

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

3.1 Proxy Appointment and Voting Instructions

Proxy Form

Shareholders are strongly encouraged to vote by proxy. To vote by proxy, please complete the relevant 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:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder of the Company; and

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

1

4908-01/3539952_13

If you wish to appoint the Chair as your proxy, mark the appropriate box on the Proxy Form. If you appoint the Chair as your proxy, he or she can only cast your votes on Resolution 1 (Adoption of the Remuneration Report) if you expressly authorise him or her to do so. If the person you wish to appoint as your proxy is someone other than the Chair, please write the full name of that person on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair will be your proxy. A proxy need not be a Shareholder of the Company.

All resolutions at the Meeting will be decided on a poll. Shareholders are therefore strongly encouraged to lodge directed proxies in advance of the Meeting.

3.2

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• (a) two directors of the Company;

• (b) a director and a company secretary of the Company; or

• (c) for a proprietary company that has a sole director who is also the sole company secretary, that director.

3.3

Corporate Representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company’s share registry before the Meeting.

3.4

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the Resolution. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions 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 Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

As proxies will not be able to physically attend the Meeting, Shareholders are encouraged to consider appointing the Chair as their directed proxy for this Meeting, or otherwise complete the directions for each resolution on the Proxy Form. You can direct your proxy to vote “For”, “Against” or “Abstain” from voting on, a resolution by marking the appropriate box in the enclosed Proxy Form.

3.5

Voting Restrictions that May Affect Your Proxy Appointment

Due to the voting exclusions that may apply to certain items of business, the Key Management Personnel and their Closely Related Parties will not be able to vote your proxy on Resolution 1 (Adoption of the Remuneration Report) unless you have directed them how to vote or, in the case of the Chair, if you expressly authorise him or her.

3.6

Chair Voting Undirected Proxies

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

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

2

4908-01/3539952_13

3.7 Voting Eligibility – Snapshot Date

The Company may specify a time, not more than 48 hours before the Meeting, at which a “snapshot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Directors have determined that all Shares of the Company that are quoted on ASX at 4.00pm (WST) on Wednesday, 27 November 2024 shall, for the purpose of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

3.8 Defined terms

Capitalised terms used in the Notice and the Explanatory Statement are defined in the Glossary.

3.9 Questions from Shareholders

As required under section 250PA of the Corporations Act, the Company will make available at the Meeting those questions directed to the Auditor received in writing at least 5 business days prior to the Meeting, being questions which the Auditor considers relevant to the content of the Auditor’s report or the conduct of the audit of the annual financial report for the year ended 30 June 2024. The Chair will allow a reasonable opportunity for the Auditor to respond to the questions set out on this list.

Questions Regarding the Notice of Meeting

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 2 8823 3179.

3

4908-01/3539952_13

EX PL ANATORY 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.

The ASX and its officers take no responsibility for the contents of this Notice and the Explanatory Statement.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.evresources.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

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

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

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

2.3 Previous voting results

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

4

4908-01/3539952_13

3. RESOLUTIONS 2 AND 3 – RE-ELECTION OF DIRECTORS

3.1 General

Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Mr Luke Martino who has served as a Non-Executive Director since 22 December 2017 and was last re-elected on 24 November 2021, retires by rotation and seeks re-election pursuant to Resolution 2.

Mr Navinderjeet Singh, who has served as a Director since 20 July 2020 and was last elected on 24 November 2022, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

(a) Luke Martino

Mr Martino holds a Bachelor of Commerce (BCom), is a Fellow of the Institute of Chartered Accountant Australia and New Zealand (FCA) and a member of the Institute of Company Directors (FAICD).

His area of expertise includes corporate finance and business growth consulting advice to the mining and resources sector and a wide range of other industries.

Current External Directorships: Non-Executive Chairman of Magnum Mining and Exploration Limited and NonExecutive Director of Cyclone Metals Limited Past Directorships in last 3 years: Non-Executive Director of Balkan Mining Minerals Limited and Skin Elements Limited

(b) Navinderjeet Singh

Mr Singh’s experience extends over 20 years in equity and derivatives, with over 10 years in the mining and resource industry, including dealing in physical commodities such as gold, silver and zinc.

Mr Singh has extensive experience in senior management positions and has set up listed, and run multiple, successful companies in the UK, Malaysia, Singapore, Hong Kong and Europe. His forte is successfully turning companies around and building shareholder value. With a firm grasp and understanding of bonds, swaps and financial instruments, he has written articles for finance and investment magazines, newspapers and has appeared on financial TV programs. He has a history of growing the value of multiple companies and enhancing shareholder value. In his previous role as Group CEO, Mr Singh significantly grew the value of the UK listed company within a two-year period.

Current External Directorships: Nil

Past Directorships in last 3 years: Nil

3.3 Independence

Mr Martino and Mr Singh do have interests, positions or relationships that might influence, or reasonably be perceived to influence, in a material respect their 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.

As such, if re-elected, the Board does not consider that Mr Martino and Mr Singh will be independent Directors.

5

4908-01/3539952_13

3.4 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, Mr Martino will be re-elected to the Board as a Non-Executive Director.

If Resolution 2 is not passed, Mr Martino will not continue in their role as Non-Executive Director.

If Resolution 3 is passed, Mr Singh will be re-elected to the Board as an Executive Director.

If Resolution 3 is not passed, Mr Singh will not continue in their role as an Executive Director.

3.5 Board recommendation

Having received an acknowledgement from Mr Martino that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed Mr Martino’s performance since his appointment to the Board and considers that Mr Martino’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Martino and recommends that Shareholders vote in favour of Resolution 2.

Having received an acknowledgement from Mr Singh that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed Mr Singh’s performance since his appointment to the Board and considers that Mr Singh’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Singh and recommends that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

4.1 General

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

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $5,585,086 (based on the number of Shares on issue and the closing price of Shares on the ASX on 8 October 2024).

Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 4:

(a) Period for which the 7.1A Mandate is valid

6

4908-01/3539952_13

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; and

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

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for:

• (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);

• (ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);

• (iii) further exploration and development of projects;

• (iv) the development of the Company’s current business; and

• (v) general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 8 October 2024.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

7

4908-01/3539952_13

			DILUTION	DILUTION
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.002	$0.004	$0.006
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	1,630,138,152 Shares	163,013,815 Shares	$326,027	$652,055	$978,082
50% increase	2,445,207,228 Shares	244,520,722 Shares	$489,041	$978,082	$1,467,124
100% increase	3,260,276,304 Shares	326,027,630 Shares	$652,055	$1,304,110	$1,956,165

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 1,630,138,152 Shares on issue comprising:

2. (a) 1,396,271,485 existing Shares;

3. (b) 67,200,000 Shares which will be issued if Resolution 6 to 10 are passed at this Meeting; and

4. (c) 166,666,667 Shares which will be issued if Resolution 11 is passed at this Meeting;

5. The issue price set out above is the closing market price of the Shares on the ASX on 8 October 2024.

6. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

7. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

8. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

9. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

10. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

11. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

12. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase

8

4908-01/3539952_13

plan, placement or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

• (f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2023 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 29 November 2023, the Company issued 285,917,666 Shares pursuant to the Previous Approval ( Previous Issue ), which represents approximately 29.95% of the total diluted number of Equity Securities on issue in the Company on 29 November 2023, which was 954,588,331.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

Date of Issue and Appendix 2A	Date of Issue: 12 and 30 July 2024 Date of Appendix 2A: 12 and 30 July 2024	Date of Issue: 7 March 2024 Date of Appendix 2A: 7 March 2024	Date of Issue: 13 December 2023 Date of Appendix 2A: 13 December 2023
Recipients	Professional and sophisticated investors as part of a placement announced on 3 July 2024. The placement participants were identified by the Company.	Professional and sophisticated investors as part of a placement announced on 29 February 2024. The placement participants were identified through a bookbuild process carried out by Sandton Capital Advisory and Cadmon Advisory, seeking expressions of interest to participate in the placement from non related parties of the Company	Professional and sophisticated investors as part of a placement announced on 4 December 2023. The placement participants were identified through a bookbuild process carried out by various AFSL holders, seeking expressions of interest to participate in the placement from non related parties of the Company.
Number and Class of Equity Securities Issued	75,000,000 Shares2	115,458,833 Shares2	95,458,833 Shares2
Issue Price and discount to Market Price1 (if any)	$0.005 per Share. The price of $0.005 per Share was the price of the Company’s 2 July 2024 closing share price.	$0.013 per Share. The price of $0.013 per Share was a 7% discount to EV Resources’ 23 February 2024 share price of $0.014 per share.	$0.01 per Share. The price of $0.01 per Share was a 9% discount to EV Resources’ 28 November 2023 share price of $0.011 per share
Total Cash Consideration and Use of Funds	Amount raised: $375,000 Amount spent: $350,000	Amount raised: $1.5m Amount spent: $1.5m Use of funds: Funding to continue the drill programme at the	Amount raised: $954,588 Amount spent: $954,588 Use of funds:

9

4908-01/3539952_13

==> picture [70 x 131] intentionally omitted <==

	Use of funds: Further work on the Khartoum project and working capital Amount remaining: $25,000 Proposed use of remaining funds: working capital	high grade Parag copper-molybdenum project in Peru, as well as to provide working capital and cover the costs associated with the offer. Amount remaining: $nil Proposed use of remaining funds: n/a.	To provide additional funding to commence a 2,000m DD program at the Don Enrique Copper Project, in Peru. Amount remaining: $nil Proposed use of remaining funds: n/a.

Notes:

1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of announcement of the proposed issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: EVR (terms are set out in the Constitution).

4.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5. RESOLUTIONS 5 – RATIFICATION OF PRIOR ISSUE OF SHARES - LISTING RULE 7.1A

5.1 General

The Company issued 75,000,000 shares at an issue price of $0.005 ( New Shares ) to raise $375,000 under a placement ( Placement ). The funds under the Placement were for the purpose of furthering work on the Khartoum project and for working capital.

The New Shares under the Placement were issued in the following manner:

• (a) On 12 July 2024, the Company issued a total of 50,000,000 Shares pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 29 November 2023; and

• (b) On 30 July 2024, the Company issued a total of 25,000,000 Shares pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 29 November 2023.

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

5.2 Listing Rules 7.1 and 7.1A

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 however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023. The Company’s ability to utilise the additional 10% capacity is conditional on Resolution 4 being passed at this Meeting.

The issue of the New 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 25% limit in Listing Rules 7.1 and 7.1A, 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 New Shares.

10

4908-01/3539952_13

5.3 Listing Rule 7.4 and Listing Rule 14.1A

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 New Shares.

Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the New Shares.

If Resolution 5 is passed, the New 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 New Shares.

If Resolution 5 is not passed, the New 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 the Company can issue without Shareholder approval over the 12 month period following the date of issue of the New Shares.

5.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (a) the New Shares were issued to professional and sophisticated investors. The recipients were identified through a bookbuild process with the Company seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company.

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients 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) 75,000,000 New Shares were issued pursuant to Listing Rule 7.1A;

• (d) the New Shares issued 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 New Shares were issued on 12 July 2024 and 30 July 2024, as set out in Section 5.1 above;

• (f) the issue price was $0.005 per New Share. The Company has not and will not receive any other consideration for the issue of the New Shares;

• (g) the purpose of the issue of the New Shares was to raise $375,000, which the Company intends to use in the manner set out in Section 5.1 above; and

• (h) the New Shares were not issued under an agreement.

6. RESOLUTIONS 6 TO 10 – APPROVAL TO ISSUE SHARES TO DIRECTORS IN LIEU OF DIRECTORS’ FEES

6.1 General

Resolutions 6 to 10 seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of up to an aggregate of 67,200,000 Shares ( Related Party Shares ) to Mr Adrian Paul, Mr Navinderjeet Singh, Ms Lynette Suppah, Mr Luke Martino and Mr Hugh Callaghan (or their nominee(s)) on the terms and conditions

11

4908-01/3539952_13

set out below in lieu of cash fees payable to the all Directors whom are considered to related parties by virtue of being Directors.

Further details in respect of issue are set out in the table below.

RECIPIENT		DIRECTOR’S FEE/SALARY	DIRECTOR’S FEE/SALARY
	RESOLUTION			SHARES
		$	ACCRUAL PERIOD
Adrian Paul	6	$70,000	1 March 2024 to 30 September 2024	14,000,000
Navinderjeet Singh	7	$70,000	1 March 2024 to 30 September 2024	14,000,000
Lynette Suppiah	8	$28,000	1 March 2024 to 30 September 2024	5,600,000
Luke Martino	9	$28,000	1 March 2024 to 30 September 2024	5,600,000
Hugh Callaghan	10	$140,000	1 March 2024 to 30 September 2024	28,000,000
TOTAL		$336,000		67,200,000

6.2 Director Recommendation

Each Director has a material personal interest in the outcome of these Resolutions on the basis that all of the Directors (or their nominee(s)) and related parties are to be issued Shares should these Resolutions be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on these Resolutions.

6.3 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.

As Related Party Shares are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue. Accordingly, Shareholder approval for the issue is sought in accordance with Chapter 2E of the Corporations Act.

6.4

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

12

4908-01/3539952_13

• 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 issue 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.

6.5 Technical information required by Listing Rule 14.1A

If Resolutions 6 to 10 are passed, the Company will be able to proceed with the issue 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). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 6 to 10 are not passed, the Company will not be able to proceed with the issue of the Related Party Shares and the Company may have to consider other mechanisms to properly remunerate the Directors and previous Directors, including the payment of the relevant Director’s fees in cash, which may not be as cost effective for the Company.

6.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

REQUIRED INFORMATION	DETAILS
Name of the persons to whom Shares will be issued	The proposed recipients of the Shares are set out in Section 6.1 above.
Categorisation under Listing Rule 10.11	Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being Directors of the Company. Any nominee(s) of the proposed recipients who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Shares and class to be issued	The maximum number of Shares to be issued (being the nature of the financial benefit proposed to be given) and the allocation between the recipients is set out in the table included at Section 6.1 above.
Terms of Shares	The Shares 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.
Date(s) on or by which the Shares will be issued	The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Shares	The Shares will be issued at a deemed issue price of $0.005 per Share in lieu of outstanding directors’ fees/salary as outlined in Section 6.1 above.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy accrued director’s fees owed to the recipients for the periods outlined in Section 6.1 above.
Consideration of type and quantum of Security to be issued	The issue price of the Shares was determined based on the Company’s most recent placement issue price and 25% above the closing market price of Shares on the ASX on 8 October 2024.

13

4908-01/3539952_13

REQUIRED INFORMATION	DETAILS	DETAILS	DETAILS
	It is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares on the terms proposed.
Remuneration	Related Party	Current Financial Year ending 30 June 2025	Previous Financial Year ended 30 June 2024
	Adrian Paul	169,8631	149,2352
	Navinderjeet Singh	169,8633	149,2354
	Lynette Suppiah	60,4665	$55,3096
	Luke Martino	97,8637	$77,2358
	Hugh Callaghan	289,8639	$265,94710

14

4908-01/3539952_13

REQUIRED INFORMATION	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS
Valuation	The value of the Shares proposed to be issued is set out in the table below, based on a valuation of $0.005 per Share. Recipient Shares Value Adrian Paul 14,000,000 $70,000 Navinderjeet Singh 14,000,000 $70,000 Lynette Suppiah 5,600,000 $28,000 Luke Martino 5,600,000 $28,000 Hugh Callaghan 28,000,000 $140,000
	Recipient			Shares
	Adrian Paul			14,000,000
	Navinderjeet Singh			14,000,000
	Lynette Suppiah			5,600,000
	Luke Martino			5,600,000
	Hugh Callaghan			28,000,000
Interest in Shares	The relevant interests of the proposed recipients in Shares as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice
	Recipient	Shares1			Options		Performance Rights	Un- diluted	Fully Diluted
	Adrian Paul	94,210,683			45,683,719		10,000,000	6.75%	10.74%
	Navinderje et Singh	77,000,000			10,000,000		10,000,000	5.51%	6.95%
	Lynette Suppiah	Nil			Nil		2,500,000	Nil	0.18%
	Luke Martino	22,159,640			10,000,000		10,000,000	1.59%	3.02%
	Hugh Callaghan	3,500,000			Nil		10,000,000	0.25%	0.97%
	Post issue
	Recipient		Shares1				Options	Performance Rights
	Adrian Paul		108,210,683				45,683,7192	10,000,000
	Navinderjeet Singh		91,000,000				10,000,0002	10,000,000
	Lynette Suppiah		5,600,000				Nil	2,500,000
	Luke Martino		27,759,640				10,000,0002	10,000,000
	Hugh Callaghan		31,500,000				Nil	10,000,000
	Notes: 1. Fully paid ordinary shares in the capital of the Company (ASX: EVR). 2. Quoted Options exercisable at $0.02 each on or before 30 November 2026 (ASX: EVROA).
Dilution	If issue will increase the number of Shares on issue from 1,396,271,485 (being the total number of Shares on issue as at the date of this Notice) to 1,463,471,485 (assuming that no Shares are issued and no other convertible shares vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 4.81%, comprising 1% by Mr Paul, 1% by Mr Singh, 0.40% by Ms Suppiah, 0.40% by Mr Martino and 2.01% by Mr Callaghan.
Trading history	The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:
		Price				Date
	Highest	$0.015				13 October 2024 and 22 to 23 February 2024

15

4908-01/3539952_13

REQUIRED INFORMATION		DETAILS	DETAILS	DETAILS
	Lowest	$0.004	7 to 9 August 2024, 12 August 2024, 16 August 2024, 19 to 23 August 2024, 26 August 2024, 4 to 6 September 2024, 12 September 2024, 16 September 2024, 3 to 4 October 2024 and 7 October 2024
	Last	$0.004	8 October 2024
Other information	The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions.
Voting exclusion statements	Voting exclusion statements apply to these Resolutions.
Voting prohibition statements	Voting prohibition statements apply to these Resolutions.

16

4908-01/3539952_13

7. RESOLUTION 11 – APPROVAL OF RELATED PARTY PARTICIPATION IN SHORTFALL IN CONSIDERATION FOR SETTLEMENT OF LOAN AMOUNT – ADRIAN PAUL

7.1 Background

As announced on ASX, the Company is seeking to undertake a pro-rata renounceable rights issue of one (1) new Share for every two (2) Shares at an issue price of $0.003 per Share, to raise up to approximately $ 2,094,407 ( Entitlement Offer ).

Any entitlement not taken up under the Entitlement Offer will form the shortfall offer ( Shortfall Offer ). The issue price for each Share issued under the Shortfall Offer is $0.003, being the price at which Shares are offered under the Entitlement offer ( Shortfall Shares ).

The Shortfall Offer is a separate offer which will remain open for up to three months following the closing date of the Entitlement Offer.

7.2 Loan Agreement

On 13 December 2023, the Company announced it had secured and entered into a $1,200,000 unsecured loan facility with Allgreen Holdings Pty Ltd (ACN 144 657 045) ( Allgreen ) ( Loan Agreement ), of which Adrian Paul is the sole director and shareholder ( Loan ). All funds from the Loan were applied towards paying out the convertible notes issued to Obsidian Global GP LLC. The material terms of the Loan Agreement are as follows:

• (a) Loan amount : $1,200,000.

• (b) Loan term : 12 months.

(c) Interest Rate : 10% per annum.

• (d) Security : Nil.

(e) Right to convert : The agreement does not include any sole right to convert the loan to Shares.

The Loan Agreement also contains warranty clauses standard for an agreement of this nature.

The Company is seeking Shareholder approval under Resolution 11, to allow Mr Paul (or his nominee Allgreen) to participate in the Shortfall Offer and apply for up to 166,666,667 Shortfall Shares in order to satisfy part of the Company’s debts owed to Allgreen and Mr Paul under the Loan Agreement. Mr Paul (or his nominee Allgreen) will seek to participate on the same terms as unrelated parties who wish to participate in the Shortfall Offer.

In the event Shareholders do not take up their full entitlements under the Entitlement Offer and subject to Resolution 11 being passed at this Meeting, the Company will be able to issue up to 166,666,667 Shortfall Shares to Mr Paul (or his nominee Allgreen) as an alternative to cash payments of up to $500,000 owed under the Loan Agreement.

Notwithstadning the approval sought under Resolution 11, the Directors reserve the right to not issue Shortfall Shares in lieu of all or part of a portion of the Loan amount owed and to pay $500,000 cash fee in their absolute discretion.

7.3 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 6.3 above.

The issue constitutes the giving of a financial benefit to Mr Paul (or his nominee Allgreen) whom is a related party of the Company by virtue of being a Director of the Company.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the 166,666,667 Shortfall Shares was negotiated on an arm’s length basis.

7.4 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 6.4 above.

The issue 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.

17

4908-01/3539952_13

7.5 Technical information required by Listing Rule 14.1A

If this Resolution 11 is passed, the Company will be able to proceed with the issue 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). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If this Resolution 11 is not passed, the Company will not be able to proceed with the issue of Shortfall Shares and the Company may have to consider other alternatives to satisfy its obligations under the Loan.

7.6 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	Mr Paul (or his nominee Allgreen)
Categorisation under Listing Rule 10.11	Mr Paul falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being an entity controlled by Mr Paul, whom is a Director of the Company. Any nominee(s) of Mr Paul, including Allgreen, who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Shares and class to be issued	The maximum number of Shortfall Shares to be issued to Mr Paul (or his nominee Allgreen) is 166,666,667.
Terms of Securities	The Shares 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.
Date(s) on or by which the Shares will be issued	The Company will not issue any Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Shares	The Shortfall Shares will be issued at a conversion price $0.003 issue price, in consideration for the Loan.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy part of the Company’s obligations to repay a portion of the Loan amount in accordance with the Loan Agreement.
Summary of material terms of agreement to issue	The Securities are being issued under the Loan, a summary of the material terms of which is set out in Section 7.2.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

18

4908-01/3539952_13

GL OSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 5.1.

Allgreen means Allgreen Holdings Pty Ltd (ACN 144 657 045).

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

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning given to that term in the Listing Rules.

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.

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

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means EV Resources Limited (ACN 009 144 503).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Entitlement Offer has the meaning set out in Section 7.1.

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

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Loan has the meaning set out in Section 7.2.

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

Placement has the meaning given in Section 5.1.

19

4908-01/3539952_13

Proxy Form means the proxy form accompanying the Notice.

Related Party Shares has the mening set out in Section 6.1.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2024.

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.

Shortfall Offer has the meaning set out in Section 7.1.

Shortfall Shares has the meaning set out in Section 7.1.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

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

20

4908-01/3539952_13

Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

EV RESOURCES LTD | ABN 66 009 144 503

Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 27 November 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 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://automicgroup.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 Annual General Meeting of EV RESOURCES LTD, to be held virtually at 10.00am (AWST) on Friday, 29 November 2024 hereby:

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

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6, 7, 8 and 9 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6, 7, 8 and 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE MEETING:

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

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

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions For Against Abstain	Resolutions For Against Abstain
1 ADOPTION OF REMUNERATION REPORT	7 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – NAVINDERJEET SINGH
2 RE-ELECTION OF DIRECTOR – MR LUKE MARTINO	8 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – LYNETTE SUPPIAH
3 RE-ELECTION OF DIRECTOR – MR NAVINDERJEET SINGH	9 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – LUKE MARTINO
4 APPROVAL OF 7.1A MANDATE	10 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – HUGH CALLAGHAN
5 RATIFICATION OF PRIOR ISSUE OF NEW SHARES – LISTING RULE 7.1A	11 APPROVAL OF RELATED PARTY PARTICIPATION IN SHORTFALL IN CONSIDERATION FOR SETTLEMENT OF LOAN AMOUNT – ADRIAN PAUL
6 APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTOR FEES – ADRIAN PAUL
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	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– 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).

==> picture [529 x 101] intentionally omitted <==

29 October 2024

Dear Shareholder

Annual General Meeting – Notice and Proxy Form

Notice is hereby given that the Annual General Meeting ( Meeting ) of Shareholders of EV Resources Limited ( Company or EV Resources ) will be held virtually at 10:00 am (AWST) on 29 November 2024.

As permitted by the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting and accompanying Explanatory Memorandum ( Notice of Meeting ) to shareholders unless a shareholder has requested a hard copy. The Notice of Meeting can be viewed and downloaded from the link set out below: https://evresources.com.au/asx-announcements/

Alternatively, the Notice of Meeting will also be available on the ASX website, ticker code: EVR, at the following link: https://www.asx.com.au/markets/company/EVR

Attending the meeting online

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the meeting online:

1. Open your internet browser and go to investor.automic.com.au

1. Login with your username and password or click “register” if you haven’t already created an account, Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the hybrid meeting

2. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to access registration

3. Click on “Register” and follow the steps

4. Click on the URL to join the webcast where you can view and listen to the hybrid meeting

5. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” in the Automic portal to be taken to the voting screen

Lodge your proxy and voting instructions before the meeting online, by mail or by fax

Shareholders are strongly encouraged to vote by proxy. Enclosed with this notice is a paper copy Proxy Form which you can either use to lodge your voting instructions online, or complete and return by mail, fax or in person, following the instructions on the Proxy Form. In order for your proxy to count, Automic must receive your voting instructions by no later than 10:00 am (AWST) on 27 November 2024.

If it becomes necessary or appropriate to make alternative arrangements to those set out in the Notice of Meeting, the Company will notify shareholders accordingly via the Company’s website and the ASX Market Announcements Platform. In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for overseas residents).

Yours faithfully,

Louisa Martino Company Secretary

evresources.com.au

311-313 Hay St Subiaco, Western Australia 6008 +61 (0) 8 6489 0600 info@evresources.com.au