FIRST AU LIMITED — AGM Information 2024

Oct 15, 2024

==> picture [143 x 51] intentionally omitted <==

FIRST AU LIMITED

ACN 000 332 918

NOTICE OF 2024 GENERAL MEETING

TIME: 11.00 am (Sydney time) DATE: Monday, 25 November 2024 PLACE: The Boardroom (Servcorp) Level 35, International Tower One 100 Barangaroo Avenue SYDNEY NSW 2000

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY.

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

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 7.00pm (Sydney time) on Saturday , 23 November 2024.

If you are unable to attend the General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should consult your financial or legal adviser as soon as possible. Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on (+61 2) 8046 7584.

FIRSTAU GENERAL MEETING 2024

NOTICE OF 2024 GENERAL MEETING

Notice is hereby given that the 2024 General Meeting (GM) of First AU Limited (the Company) will be held at:

Venue: The Boardroom (Servcorp) Level 35, International Tower One 100 Barangaroo Avenue SYDNEY NSW 2000

Time and Date: 11.00 am (Sydney Time), Monday, 25 November 2024

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

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

AGENDA

BUSINESS OF THE MEETING

RESOLUTION:

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 150,000,000 PLACEMENT (JULY 2024) SHARES

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 150,000,000 fully paid ordinary shares to existing and new sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

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

2

FIRSTAU GENERAL MEETING 2024

Voting Exclusion Statements

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

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 150,000,000 PLACEMENT (July 2024) SHARES

A person who participated in the issue of the Placement (July 2024) Shares or is a counterparty to the agreement being approved (namely participants of the Placement (July 2024)) or an associate of that person or those persons.

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

• (iii)

Voting at the meeting

Under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person is eligible to vote at the meeting are those who are registered Shareholders at 7.00pm (Sydney Time) on Saturday, 23 November 2024.

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.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• the appointed proxy is not the chair of the meeting;

3

FIRSTAU GENERAL MEETING 2024

• at the meeting, a poll is duly demanded on the resolution; and

• either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

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

Your proxy voting instruction must be received by 11:00am (Sydney time) on Saturday, 23 November 2024, being not later than 48 hours before the commencement of the Meeting.

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 2 8046 7584.

By Order of the Board

==> picture [149 x 70] intentionally omitted <==

Brent Hofman Company Secretary

16 October 2024

4

FIRSTAU GENERAL MEETING 2024

EXPLANATORY STATEMENT

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on each Resolution.

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

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 150,000,000 PLACEMENT (JULY 2024) SHARES

(a) Background

On 26 July 2024, the Company announced it had raised $300,000.00 (before costs) through a private placement (Placement (July 2024)) to existing and new sophisticated investors by the issue of 150,000,000 Shares in the capital of the Company, at an issue price of $0.002, (0.20 cents per Share), using the available placement capacity under Listing Rule 7.1.

(b)

Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions set out in Listing Rule 7.2, 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.

The issue of the July 2024 Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Shares.

(c) Listing Rule 7.4

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, Resolution 1 is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement (July 2024) Shares.

(d) Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Placement (July 2024) Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 (July 2024) Shares.

If Resolution 1 is not passed, the Placement (July 2024) Shares will continue to be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue or agree to issue without obtaining Shareholder approval, to the extent of 150,000,000 equity securities for the 12 month period following the date of issue of the Placement (July 2024) Shares.

5

FIRSTAU GENERAL MEETING 2024

(e) Technical information required by ASX Listing Rule 7.5

The following information is provided pursuant to and in accordance with ASX Listing Rule 7.5 in relation to Resolution 1:

Names of the persons to whom securities were issued / basis upon which those persons were determined	The Placement (July 2024) Shares were issued to existing and new sophisticated investors who were identified by the Directors. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were: • 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 • issued more than 1% of the issued capital of the Company.
The number and class of the securities	150,000,000 fully paid ordinary shares were issued using the Company’s available placement capacity under Listing Rule 7.1.
Date of issue of the securities	12 August 2024
The price/consideration for the securities	$0.002 per Placement Share (representing a zero % discount to the 15 VWAP prior to completion of the Placement (July 2024)).
The purpose of the issue of the securities (including use of any funds raised)	The purpose of the issue of the Placement (July 2024) Shares was to raise funds, have been applied towards: • assessing new project opportunities for the Company; and • general working capital and corporate overheads.
Summary of the terms of the agreement	The Placement (July 2024) Shares were not issued under an agreement.
Voting exclusion	Please see the voting exclusion note in relation to Resolution 1 on page 3.

(f) Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

.

6

FIRSTAU GENERAL MEETING 2024

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.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chairman means the chair of the Meeting.

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

==> picture [13 x 12] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [11 x 12] intentionally omitted <==

• a spouse or child of the member;

• a child of the member’s spouse;

• a dependent of the member or the member’s spouse;

• 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;

• a company the member controls; or

• 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 First Au Limited (ACN 000 332 918).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

GM 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), or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

Placement (July 2024) has the meaning given in Section 1(a).

Placement (July 2024) Shares has the meaning given in Section 1(a).

Proxy Deadline means no later than 11:00am on Saturday, 23 November 2024.

Proxy Form means the proxy form accompanying the Notice.

Related Body Corporate has the meaning given to that term in section 50 of the Corporations Act.

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 Memorandum.

Securities means Shares, Options or Performance Rights.

7

FIRSTAU GENERAL MEETING 2024

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

Shareholder means a registered holder of a Share.

Share Registry means Atomic Share Registry Services.

8

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

==> picture [164 x 58] intentionally omitted <==

Proxy Voting Form

First Au Limited | ABN 65 000 332 918

Your proxy voting instruction must be received by 11.00am (Sydney Time) on Saturday, 23 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.

48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form: YOUR NAME AND ADDRESS Online The name and address shown above is as it appears on the Company’s share register. If this information is Use your computer or smartphone to incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor appoint a proxy at portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their https://investor.automic.com.au/#/loginsah or broker of any changes. scan the QR code below using your STEP 1 – APPOINT A PROXY smartphone If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form. 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 BY MAIL: your shares will be voted in accordance with such a direction unless you indicate only a portion of voting Automic rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the GPO Box 5193 appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may Sydney NSW 2001 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 IN PERSON: You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Automic Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a Level 5, 126 Phillip Street percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms Sydney NSW 2000 together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS BY EMAIL: Individual: Where the holding is in one name, the Shareholder must sign. meetings@automicgroup.com.au 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 BY FACSIMILE: certified photocopy of the power of attorney to this Proxy Voting Form when you return it. +61 2 8583 3040 Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. All enquiries to Automic: Email Address: Please provide your email address in the space provided. WEBSITE: By providing your email address, you elect to receive all communications despatched by the Company https://automicgroup.com.au/ electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. PHONE: CORPORATE REPRESENTATIVES 1300 288 664 (Within Australia) If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate +61 2 9698 5414 (Overseas) Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form:

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the General Meeting of First Au Limited, to be held at 11.00am (Sydney Time) on Monday, 25 November 2024 at The Boardroom (Servcorp) Level 35, International Tower One, 100 Barangaroo Avenue, SYDNEY NSW 2000 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. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

1	STEP 2 - Your voting direction Resolutions RATIFICATION OF PRIOR ISSUE OF 150,000,000 PLACEMENT (JULY 2024) SHARES	For	Against Abstain

Resolutions For Against Abstain RATIFICATION OF PRIOR ISSUE OF 150,000,000 PLACEMENT (JULY 2024) SHARES 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 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).