FIRST LITHIUM LIMITED - Proxy Solicitation & Information Statement 2021

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OOKAMI LIMITED ACN 009 081 770

NOTICE OF GENERAL MEETING

A General Meeting of the Company to be held at 108 Outram Street, West Perth, Western Australia 6008 on Wednesday, 14 April 2021 at 10.00am (WST)

Ookami Limited ( Company ) advises Shareholders that a general meeting ( Meeting ) will be held in compliance with any restrictions on public gatherings in Australia.

Due to the evolving COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the meeting in person. Proxy forms for the meeting should be lodged before 10.00am (WST) on Monday, 12 April 2021.

Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5.00pm (WST) on Monday, 12 April 2021.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and/or on the Company’s website at www.ookami.com.

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

A poll will be called on all resolutions being considered at the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary at 03 8630 3321.

OOKAMI LIMITED

ACN 009 081 770

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Ookami Limited ( Company ) will be held at 108 Outram Street, West Perth, Western Australia 6008 on Wednesday, 14 April 2021 at 10.00am (WST) ( Meeting ).

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

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 12 April 2021 at 10.00am (WST).

Terms and abbreviations used in the Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.

AGENDA

1. Resolution 1 – Change to Nature and Scale of Activities

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities resulting from the Acquisitions on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of a counterparty to the transaction that, of itself or together with one or more other transactions, will result in a significant change to the nature or scale of the entity’s activities and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Consolidation

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, section 254H of the Corporations Act, the Listing Rules and the Constitution and for all other purposes, approval is given for the Company to consolidate its issued capital on the basis that every 80 Shares be consolidated into one Share and where this consolidation results in the fraction of a Share being held, the Company be authorised to round that fraction up or down to the nearest Share."

3. Resolution 3 – Issue of the Boulbi Vendors Shares

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 7.1 and for all other purposes, Shareholders approve the Boulbi Acquisition and the issue of 2,500,000 Shares (on a post-Consolidation basis) to the Boulbi Vendors (and/or their nominees) as consideration for the Boulbi Acquisition on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of the Boulbi Vendors (and/or their nominees) and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

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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.

4. Resolution 4 – Issue of the Messok East Vendors Shares

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 7.1 and for all other purposes, Shareholders approve the Messok East Acquisition and the issue of 2,500,000 Shares (on a post-Consolidation basis) to the Messok East Vendors (and/or their nominees) as consideration for the Messok East Acquisition on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of the Messok East Vendors (and/or their nominees) and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

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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.

5. Resolution 5 – Issue of Capital Raising Shares

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

“That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of up to 28,888,865 Shares (on a post-Consolidation basis) at an issue price of $0.20 each per Share, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of a person (and/or their nominee(s)) and any other person who may participate in the Capital Raising who might obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

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

6. Resolution 6 – Related Party's Participation in Capital Raising – Mr Faldi Ismail

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders authorise and approve Mr Faldi Ismail (and/or his nominees) to participate in the Capital Raising to the extent of up to 1,000,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Mr Faldi Ismail (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson 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.

7. Resolution 7 – Related Party's Participation in Capital Raising – Mr Joseph van den Elsen

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders authorise and approve Mr Joseph van den Elsen (and/or his nominees) to participate in the Capital Raising to the extent of up to 1,000,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of Mr Joseph van den Elsen (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

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

8. Resolution 8 – Related Party's Participation in Capital Raising – Mr John Ciganek

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders authorise and approve Mr John Ciganek (and/or his nominees) to participate in the Capital Raising to the extent of up to 250,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of Mr John Ciganek (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

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

9. Resolution 9 – Related Party's Participation in Capital Raising – Mr Emmanuel Correia

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve Mr Emmanuel Correia (and/or his nominees) to participate in the Capital Raising to the extent of up to 500,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf of Mr Emmanuel Correia (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

10. Resolution 10 – Issue of Management Performance Options – Mr Joseph van den Elsen

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 600,000 Class A Management Performance Options and 600,000 Class B Management Performance Options to Mr Joseph van den Elsen (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 10 by or on behalf of Mr Joseph van den Elsen (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the

proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

11. Resolution 11 – Issue of Management Performance Options – Mr John Ciganek

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 200,000 Class A Management Performance Options and 200,000 Class B Management Performance Options (on a post-Consolidation basis) to Mr John Ciganek (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 11 by or on behalf of Mr John Ciganek (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson 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.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

12. Resolution 12 – Issue of Management Performance Options – Mr Emmanuel Correia

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 200,000 Class A Management Performance Options and 200,000 Class B Management Performance Options (on a post-Consolidation basis) to Mr Emmanuel Correia (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 12 by or on behalf of Mr Emmanuel Correia (and/or his nominees) 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 entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

(d) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(e) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or
(f) 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.

13. Resolution 13 – Issue of Lead Manager Options to CPS Capital

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

"That, subject to the Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to, and in accordance with, Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1,500,000 Lead Manager Options (on a post-Consolidation basis) to CPS Capital Group Pty Ltd (and/or its nominees), on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 13 by or on behalf of CPS Capital Group Pty Ltd (and/or its nominees) and any other person who may participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason

of being a holder of ordinary securities in the entity) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson 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.

14. Resolution 14 – Election of Director – Mr Emmanuel Correia

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

“That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to and in accordance with article 14.3 of the Constitution and for all other purposes, with effect from completion of the Acquisitions, Mr Emmanuel Correia, having been nominated and given his consent to act, be appointed as a Director on terms and conditions in the Explanatory Memorandum.”

15. Resolution 15 – Change of Company Name

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to and in accordance with section 157(1) of the Corporations Act and for all other purposes, Shareholders adopt Panthera Metals Limited as the new name of the Company on the terms and conditions in the Explanatory Memorandum."

16. Resolution 16 – Selective Share Buy-Back

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

“ That, pursuant to and in accordance with section 257D of the Corporations Act and for all other purposes, approval is given to conduct a buy-back of 16,132,594 Shares held by Acuity Capital Investment Management Pty Ltd on the terms in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution 16 by or on behalf of:

(a) Acuity Capital Investment Management Pty Ltd; or
(b) an associate of Acuity Capital Investment Management Pty Ltd.
The Company need not disregard a vote if:
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

17. Resolution 17 – Section 195 Approval

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

"That, subject to each of the other Acquisition Resolutions being passed or the inter-conditionality of the other Acquisition Resolutions being waived by the Board, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 6 to 8 (inclusive) and Resolutions 10 and 11."

BY ORDER OF THE BOARD

Joseph van den Elsen Director Dated: 15 March 2021

OOKAMI LIMITED ACN 009 081 770

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders Section 3: Inter-Conditional Resolutions Section 4: ASX Requirements Section 5: Acquisitions Section 6: Resolution 1 – Change to Nature and Scale of Activities Section 7: Resolution 2 – Consolidation Section 8: Resolutions 3 and 4 – Issue of the Boulbi Vendors Shares and Messok East Vendors Shares Section 9: Resolution 5 – Issue of Capital Raising Shares Section 10: Resolutions 6 to 9 (inclusive) – Related Parties' Participation in the Capital Raising Section 11: Resolutions 10 to 12 (inclusive) – Issue of Management Performance Options Section 12: Resolution 13 – Issue of Lead Manager Options to CPS Capital Section 13 Resolution 14 – Election of Director – Mr Emmanuel Correia Section 14: Resolution 15 – Change of Company Name Section 15: Resolution 16 – Selective Share Buy-Back Section 16: Resolution 17 – Section 195 Approval Schedule 1: Definitions and Interpretation

Schedule 3: Risk Factors Schedule 4: Terms and Conditions of Lead Manager Options Schedule 5: Terms and Conditions of Management Performance Options Schedule 6 Pro Forma Consolidated Statement of Financial Position

A Proxy Form is located at the end of this Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is enclosed with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

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a proxy need not be a Shareholder;

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a Shareholder may appoint a body corporate or an individual as its proxy;

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a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body corporate may exercise as the Shareholder’s proxy; and

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Shareholders 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than Monday, 12 April 2021 at 10.00am (WST) being at least 48 hours before the Meeting.

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

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

A vote on Resolutions 10 to 12 (inclusive) must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolutions 10 to 12 (inclusive), and:

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the person is appointed as a proxy that specifies the way the proxy is to vote on the Resolution; or

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the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on the Resolution, but expressly authorises the

Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

2.3 Attendance at Meeting

The Company advises Shareholders that the Meeting will be held in compliance with any government restriction on gatherings in Australia (and/or Western Australia). Due to the evolving COVID-19 situation, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the meeting in person.

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at www.ookami.com.au.

3. Inter-Conditional Resolutions

The Acquisition Resolutions (Resolutions 1 to 15 (inclusive) and Resolution 17) are interconditional, meaning that each of them will only take effect if the requisite majority of Shareholders’ votes at the Meeting approve all of them or if the Board decides to waive the inter-conditionality of an Acquisition Resolution. The Board may, at its absolute discretion and subject to the Listing Rules and Corporations Act, elect to waive an Acquisition Resolution in the event a particular Acquisition Resolution is not passed but the Acquisitions could still proceed without that relevant Acquisition Resolution being passed and the Board considers that it is in the best interests of Shareholders that the Acquisitions proceed.

For the avoidance of doubt, Resolutions 1 (Change to Nature and Scale of Activities), 3 (Issue of the Boulbi Vendor Shares), 4 (Issue of the Messok East Vendors) and 5 (Issue of Shares under the Capital Raising) will not be waived by the Board. These Resolutions must be passed by the requisite majority of Shareholders for the Acquisitions to proceed.

If any of the Acquisition Resolutions are not approved at the Meeting and/or the inter-conditionality is not waived by the Board, none of the Acquisition Resolutions will take effect and the Acquisitions and other matters contemplated by the Acquisition Resolutions will not be completed.

4. ASX Requirements

The Acquisitions require the Company to re-comply with Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the Official List for the first time. ASX has absolute discretion in deciding whether or not to reinstate the Shares to official quotation on ASX and therefore the Acquisitions may not proceed if ASX exercises that discretion. The Company is in compliance with its continuous disclosure obligations under Listing Rule 3.1. ASX takes no responsibility for the contents of the Notice.

5. Acquisitions

5.1 Company Background

The Company is an Australian public company which has been admitted to the Official List (current ASX code: OOK) since February 2000 and was reinstated to Official List on 9 February 2016, following re-compliance with Chapters 1 and 2 of the Listing Rules. The Company currently owns and operates the Akela Platform, a fintech Software as a Service platform, and holds a passive 18.3% equity interest in BronTech Pty Ltd, a data exchange and identity platform.

The Company's securities were suspended from official quotation on 5 April 2019 at the request of the Company, and have remained suspended since that date. Since suspension from official quotation, the Directors have focused on identifying, and conducting due diligence on, potential acquisition opportunities to facilitate the re-instatement to trading of the Company's securities on ASX. Having regard to current market conditions and the expertise of the current Board, these efforts have primarily concerned opportunities in the resources sector.

5.2 The Acquisitions

The Company has entered into share sale agreements with:

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the shareholders of Valhalla Minerals Limited ( Valhalla ) (each being a " Boulbi Vendor " as detailed in Part A of Schedule 2), ( Boulbi Agreement ) pursuant to which the Company agreed to acquire 57% of the entire issued share capital of Valhalla ( Boulbi Acquisition ); and

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the shareholders of Cameroon Cobalt Pty Ltd ( Cameroon Cobalt ) (each being a " Messok East Vendor " as detailed in Part B of Schedule 2) ( Messok East Agreements and each a Messok East Agreement ) pursuant to which the Company agreed to acquire 100% of the entire issued share capital of Cameron Cobalt ( Messok East Acquisition ),

(together, the Acquisitions ). The Company has also entered into an earn-in and shareholders agreement ( Boulbi Earn-in Agreement ) in respect to the Boulbi Project.

Valhalla (a company incorporated in the British Virgin Islands) is the holder of 90% of the issued share capital of Sahel Minerals SARL ( Sahel Minerals ) (a company incorporated in Senegal), the registered holder of an advanced copper exploration project located in the Tambacounda Region in Senegal ( Boulbi Project ).

Cameron Cobalt (an Australian private company) is the holder of 100% of the issued share capital of Cameroon Mining Corporation SARL (a company incorporated in Cameroon) ( Cameron Mining ), the registered holder of a nickel and cobalt exploration project located in the southeast of Cameroon ( Messok East Project ).

Subject to the satisfaction of certain conditions precedent (refer to Sections 5.6(a) and 5.6(c)), completion of:

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the Boulbi Agreement will result in the Company acquiring an indirect 51% ownership interest in the Boulbi Project; and

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the Messok East Agreements will result in the Company acquiring an indirect 100% ownership interest in the Messok East Project.

Refer to:

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Section 5.3 for details of the Boulbi Project;

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Section 5.4 for details of the Messok East Project; and

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Section 5.6 for summaries of the material terms of the Boulbi Agreement, the Messok East Agreements and the Boulbi Earn-in Agreement.

ASX has advised the Company that the Acquisitions constitute a change to the nature and scale of its activities under Listing Rule 11.1 and accordingly, the Company is required to re-comply with the admission requirements of Chapters 1 and 2 of the Listing Rules. For this reason, the Company is seeking Shareholder approval pursuant to Resolution 1 to change the nature and scale of its activities under Listing Rule 11.1.2.

Subject to Shareholders' approving the Acquisition Resolutions and the terms of the Boulbi Agreement and Messok East Agreements, including satisfaction of the relevant conditions precedent, the Company proposes to (amongst other matters):

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consolidate the Company's securities on a 80 Shares to 1 Share basis thereby resulting in the Company reducing the number of Shares on issue from 340,739,459 to 4,359,243 (excluding the Shares and Options to be issued under the other Resolutions the subject of the Notice) (Resolution 2);

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issue an aggregate of 5,000,000 Shares ( Vendor Shares ) to the Boulbi Vendors and Messok East Vendors in consideration for the Acquisitions (Resolutions 3 and 4);

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undertake a capital raising up to $5,777,773 (before costs) via a prospectus for an offer for up to 28,888,865 Shares at an issue price of $0.20 each ( Capital Raising ) (Resolution 5);

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issue an aggregate of 2,000,000 Options with the terms and conditions detailed in Schedule 5 ( Management Performance Options ) to Messrs Joseph van den Elsen and John Ciganek (Resolutions 10 and 11) and Mr Emmanuel Correia, a proposed Director (Resolution 12);

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issue 1,500,000 Options with the terms and conditions detailed in Schedule 4 ( Lead Manager Options ) to the Lead Manager (Resolution 13);

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appoint a new Director to the Board, being Mr Emmanuel Correia (Resolution 14); and

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change the Company's name to "Panthera Metals Limited" subject to completion of the Acquisitions and with effect from the date ASIC alters the details of the Company's registration (Resolution 15).

Shareholders are advised that:

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Cameroon Cobalt has, in the six months prior to the date of the Notice, raised approximately A$70,000 at a price of $299.15 per share in Cameroon Cobalt to various sophisticated and professional investors. The placement was not underwritten. Funds raised by Cameroon Cobalt have been, or will be, utilised to fund the costs associated with the Messok East Acquisition, repayment of a shareholder loan, payment for incountry technical services and for working capital;

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Valhalla intends to undertake an internal restructure (prior to completion of the Boulbi Acquisition), via the issue of 13,256 shares to its existing shareholders and Mr Michael Davy. Mr Davy facilitated the Boulbi Acquisition on behalf of the Valhalla shareholders and subsequently assisted with the negotiations between the Company and the Valhalla shareholders. The Company understands that the shares are being issued to ensure that the capital structure of Valhalla reflect the agreed position between the parties and that existing shareholders of Valhalla have determined to allocate a proportion of their consideration to Mr Davy. No funds will be raised by Valhalla pursuant to the issue of the New Shares. All of the shares will be acquired by the Company at completion and the consideration payable to the Valhalla shareholders remains the same (noting the Company will hold 57% of the issued share capital of Valhalla post completion). The Company understands that no shares have been issued by Valhalla or Sahel in the six months prior to the Notice; and

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the Company has not issued any securities in the six months prior to the date of the Notice and, save for the issue of securities detailed in this Section 5.2, does not intend to issue any other securities prior to the completion of the Acquisitions.

The Company confirms that it has made due diligence enquiries into the financial position and good standing of Valhalla and Cameroon Cobalt (and their underlying subsidiaries and projects) and is satisfied that the Acquisitions are in the best interests of the Company and its Shareholders. Support Legal has undertaken legal due diligence on the relevant permits and SRK has undertaken technical due diligence in respect to the Boulbi Project and Messok East Project.

The Company confirms that all material and accessible information available to the Directors have been included in the Notice.

Other information considered material to Shareholders' decisions on whether to pass the Acquisition Resolutions is detailed in this Explanatory Memorandum, and Shareholders are advised to read this information carefully.

5.3 Boulbi Project

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Overview and Location

The Boulbi Project is comprised of one exploration permit for copper and related minerals covering an area of 316km[2] . The permit was granted in January 2018 and is valid for four years (renewable twice for maximum three year periods each).

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Figure 1: Location of the Boulbi Project

The Boulbi Project is:

(i) located in the Tambacounda region of eastern Senegal, close to the borders of both Mauritania and Mali, and is 8km to the south of the regional centre of Bakel;
(ii) accessible either via the N2 national road route which runs along its eastern boundary, or by charter aircraft, with Bakel Airport located immediately north of the Boulbi Project; and
(iii) located in the southern section of the central Mauritanide Belt, a highly deformed and faulted belt of rocks formed between approximately 550 Ma to 320 Ma.

Copper mineralisation occurrences have been identified along the length of the Mauritanide Belt, though the belt is generally considered under explored. The Akjoujt Copper-Gold Mine is the only current operating mine on the Mauritanide Belt.

The Boulbi Project region is sparsely populated, with only a few small villages in the immediate area.

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Figure 2: Access routes from Dakar to the Boulbi Project

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Boulbi Project History

Exploration of the Boulbi Project has primarily been undertaken by two historical explorers. The Boulbi Project was first identified as prospective for copper mineralisation by the United National Development Programme ( UNDP ) in the late 1960s from regional geochemical surveys. Targets were followed up with ground based electromagnetic surveys and drilling of approximately 50 exploration holes.

Between 2008 and 2014, Oranto Petroleum ( Oranto ) explored the Boulbi Project (and surrounding areas), employing geochemical sampling, ground magnetics and induced polarisation surveying over the main target. The geochemical and geophysical surveys undertaken by Oranto are generally of good quality but have broadly been underinterpreted and will benefit from re-processing and re-interpretation. Oranto identified four copper targets in the southern section of the survey area, of which one was considered a major target (AN1) and three were considered minor targets (AN2 to AN4). AN1, AN2 and AN4 lie along a broadly linear northeast-southwest trend, and AN3 lies west of AN1. All four targets were associated with mapped outcrops, but it is not clear if this is the only outcrop in the area or just that which is considered to be associated with the geochemical highs. Oranto did not complete any drilling and the permit lapsed in 2014.

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Figure 3: Oranto targets, mapped outcrop and Cu-soil results

Other exploration included regional airborne geophysics (magnetics, radiometrics and electromagnetics) flown by FUGRO in 2008, and a regional geochemical survey undertaken by the BRGM and GEOTER in 2009. This survey was competed on a wide 2,000 x 400m spacing along east-west lines, covering 1,280km[2] and the raw data from this survey has been interpreted by Oranto. Additional work is required to improve the understanding of both the geology and mineralisation present and, in particular, work is needed to determine the nature of the surface outcrops and the interaction of the interpreted magnetic anomalies and historical drilling intercepts.

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Geology

The Boulbi Project is located in the southern section of the central Mauritanide Belt, a highly deformed and faulted bed of rocks, formed between approximately 550 Ma to 320 Ma, and accreted onto the western margin of the West African Craton approximately 320-270 Ma. The rocks consist primarily of metasedimentary rocks (including schists), volcano-sedimentary rocks and mafic to ultramafic volcanic rocks. This includes some ophiolites. Whilst this belt is largely under explored, a number of copper and gold occurrences are recognised within the belt, including the Guelb Moghrein Mine in Mauritania, currently operated by First Quantum Minerals.

The Boulbi Project geology is composed dominantly of schists and metasedimentary rocks, with small areas of “ultrabasite”. Historically, these ultrabasite rocks have been reported as serpentinites. The geology represents a stacked sequence of rocks, with multiple unconformities between units formed by northeast-southwest trending, northwest dipping thrust faults. There is evidence of folding resulting from this northwestsoutheast compression.

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Figure 4: Geology of the Boulbi Permit

The Boulbi Project's local region's structure is strongly controlled by the effects of Mauritianides orogeny, characterised by NNE-SSW shortening. This shortening resulted in regional-scale gentle folding with NW dipping gold axes, as well as SE-verging thrusting. The trust zones are associated with zonal greenschist metamorphism. Magmatic rocks have been emplaced along these trusts, forming sericite-schist, serpentine and talc-schist, and elsewhere the trust places are filled by thick, quartz vein systems.

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Proposed Exploration Program

As part of the Company's due diligence investigations, the Company engaged SRK Exploration Services Limited ( SRK ) to:

(i) review historical data;
(ii) undertake a site visit; and
(iii) design an exploration program and budget for continued exploration,

in respect to the Boulbi Project.

SRK has presented an exploration program and budget for continued exploration of the Boulbi Project to the Company and this work program has been split into three phases to reduce project risk and financial exposure by allowing progression to more cost and

labour-intensive exploration activities only if supported by positive results from the prior phase. The work program is proposed to improve the geological understanding of the targeted areas (referred to above) as well as the geological understanding of the wider exploration permit, and more thoroughly examine the available data with the aim of identifying additional exploration targets and includes:

(i) a review of the historical exploration database, including reprocessing of available geophysical and geochemical data using modern techniques, and 3D geological modelling based on geophysical interpretation and historical drillhole data and drilling results;
(ii) geological mapping at both a target area and permit wide scale;
(iii) consideration of additional geochemical sampling and/or geophysical surveying based on the results of the historical data review; and
(iv) exploration and verification drilling at the AN1 and AN4 targets using Rotary Air Blast techniques.

Further details in respect to the Boulbi Project and the proposed exploration program will be detailed in the Prospectus.

5.4 Messok East Project

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Overview

The Messok East Project is comprised of one exploration permit for cobalt, nickel, and associated substances (including gold, chrome, lead, and zinc) covering an area of 456km[2] and is located close to the Nkamouna Cobalt-Nickel-Manganese Project, where indicated, inferred and measured mineral resources for cobalt, nickel and manganese have been defined. The permit was granted in April 2020 and is valid for three years (renewable three times for maximum two year periods each).

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Figure 5: Location of the Messok East Project

The Messok East Project is:

(i) located in the southeast of Cameroon, approximately 315 km east southeast of Cameroon's Capital, Yaoundé, and 170 km south southeast of the region's capital, Bertoua;

(ii) accessible by road and unpaved track, first following the paved N10 National Road east for approximately 277 km to Abong Mbang. From here, the unpaved P6 route can be followed south, turning onto unnamed roads for approximately 30 km to the town of Messok, the closest town to the permit; and
(iii) situated in rough terrain, which necessitates the use of 4x4 vehicles when inside the area of the Messok East Project.

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Figure 6: Access route from Yaoundé to the Messok East Project

Local resources at Messok East project area are expected to be very limited. There are no known settlements within the permit area, and any small unmarked settlements are unlikely to have access to potable water, electricity, medical facilities or sanitation. Limited goods and services may be available in Messok, or at Lomié (approximately 70 km west of the Messok East Project), however it is expected that most resources will only be available from Abong Mbang.

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Messok East Project History

Limited data is available to Cameroon Mining (and by extension the Company) regarding historical exploration of the Messok East Project. The Company understands that historically, regional exploration programmes have been undertaken by the UNDP (1980s) and Geovic Mining ( Geovic ). It is assumed that these campaigns covered the Messok East Project due to its proximity to the Nkamouna and Mada Project, however this has not been confirmed.

UNDP exploration work reportedly included a stream sediment geochemical survey, which was followed up with drilling at Nkamouna as this was the most accessible laterite at the time. The results of this survey are not available for review, and so it is not clear if prospectivity was indicated at the Messok East Project. Geovic exploration began in 1994. It was granted an exploration permit covering 19,600 km[2 ] in 1995, and exploration included geochemical sampling, test pitting, drilling and trenching. Laterite plateaus were reportedly identified from satellite imagery and aerial photography.

The only confirmed exploration of the Messok East Project was an airborne geophysical survey commissioned by Resource Capital Group Cameroon ( Resource Capital ) in the 2000s. The sampling results from targets reported and followed up by Resource Capital,

but not necessarily with the Messok East Project, returned prospective results that indicate there are additional mineralised plateaus outside of Geovic's property.

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Figure 7: Airborne analytical signal data with Messok East Project overlain

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Geology

Geologically, the Messok East Project lies within the southern extents of the Central African Fold Belt, which in Cameroon represents as a sequence of Proterozoic age metamorphosed rocks between 2,500 Ma and 500 Ma. This belt lies along the northern edge of the Congo Craton, and deformation and metamorphism is attributed to the Pan African collisional events at approximately 500 Ma. Two differing geological maps of the Messok East Project are presented in the available literature. Geological mapping presented by Resource Capital (2008) indicates that the property is underlain by migmatites, whilst geological interpretation of the adjacent Geovic Property indicates that the permit is underlain by primarily extensive metamorphosed felsic to mafic volcanic and volcanoclastic rocks and minor chloritic and sericitic schists and quartzites. In the adjacent property, north-south trending deep seated faults have been interpreted as allowing emplacement of ultramafic rocks. These rocks are responsible for the formation of the Co-Ni-Mn deposits at Nkamouna–Mada but are yet to be demonstrated at the Messok East Project.

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Figure 8: Regional geological mapping at the Messok East Project

The mineralisation to be explored at the Messok East Project is regolith-hosted cobaltnickel manganese, formed by the prolonged and intense weathering of ultramafic rocks, with preservation of the enriched regolith on elevated mesas and plateaus. This is the mineralisation style which has been identified at the adjacent Nkamouna and Mada project (operated by Geovic Mining Corp), but to date has not been identified at the Messok East Project.

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Proposed Exploration Program

SRK has prepared an early stage exploration program and budget to improve geological understanding of the Messok East Project (via the review of public domain data with the aim of identifying additional exploration targets) and this includes:

(i) further searches in respect to historical exploration reports or exploration datasets that cover the Messok East Project;
(ii) sourcing and review of other public domain datasets such as DEMs or multispectral remote sensing data;
(iii) a review and interpretation of the available data to generate remote targets suitable for reconnaissance exploration; and
(iv) a reconnaissance site visit to verify the remote targets, collecting samples and beginning to quantify the prospectivity of the Messok East Project permit.

Further details in respect to the Messok East Project and the proposed exploration program will be detailed in the Prospectus.

5.5 Corporate Structure

The diagram below summarises the expected corporate structure of the Company following completion of the Acquisitions.

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----- Start of picture text -----

Ookami Limited
(to be renamed "Panthera Metals Limited")
Incorporated in Australia
57% 100%
Valhalla Minerals Ltd Cameroon Cobalt Pty Ltd
Incorporated in the British Virgin Islands Incorporated in Australia
90% 100%
Sahel Minerals SARL Cameroon Mining Corporation SARL
Incorporated in Senegal Incorporated in Cameroon
100% 100%
Boulbi Project Messok East Project
----- End of picture text -----

5.6 Material Contracts

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Boulbi Agreement

The Company has entered into the Boulbi Agreement with the Boulbi Vendors pursuant to which the Company will acquire a 57% interest in the entire issued share capital of Valhalla. In consideration for the Boulbi Acquisition, the Company will issue to the Boulbi Vendors a total of 2,500,000 Shares (post-Consolidation) in the proportions detailed in Schedule 2.

Completion of the Boulbi Acquisition is subject to, and conditional upon, the satisfaction or waiver of (amongst others) the following conditions precedent:

(i) the parties having obtained all regulatory consents and approvals which are necessary for the Boulbi Acquisition, including all approvals required from the ASX;
(ii) the Company having receiving a conditional re-admission letter from ASX on terms acceptable to the Company;
(iii) completion of the Capital Raising (refer to Section 5.7 below); and
(iv) completion of the Consolidation (being the subject to Resolution 2).

If the above conditions are not satisfied or waived by 23 May 2021, the Boulbi Agreement may be terminated by written notice by either party.

In addition, either the Company or the Boulbi Vendors may terminate the Boulbi Agreement if the other party is in breach of an obligation under the Boulbi Agreement and has not rectified that breach within five business days of notice to the other party setting out the substance of the breach.

The Boulbi Agreement also contains other standard clauses customary to an agreement of this nature, including representations, warranties and indemnities by the parties.

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Boulbi Earn-in Agreement

As part of the Boulbi Acquisition, the Company has entered into the Boulbi Earn-in Agreement in respect to the Boulbi Project pursuant to which (amongst other matters):

(i) the Company will, subject to the Company spending a minimum expenditure amount of US$750,000 and undertaking drilling activities at the Boulbi Project within two years from completion of the Boulbi Acquisition ( Earn-in Milestones ), have the right to earn an additional 21% interest in Valhalla (resulting in an indirect 70% ownership interest in the Boulbi Project);
(ii) if the Earn-in Milestones are not satisfied, the Company's interest will decrease to a 54% interest in Valhalla (resulting in an indirect 49% ownership interest in the Boulbi Project);
(iii) following the satisfaction of the Earn-in Milestones, the Company must sole fund any funding required by the Boulbi Project in accordance with a budget a work program until the earlier of completion of a pre-feasibility study or a definitive feasibility study or the Company advises the other shareholders that it will not complete a pre-feasibility or definitive feasibility study;
(iv) upon completion of the Boulbi Acquisition, the Company will be entitled to appoint two directors to Sahel Minerals; and
(v) upon completion of the Boulbi Acquisition, the Company will be appointed as the manager of the Boulbi Project.

As detailed in Section 5.2, Valhalla is the holder of 90% of the issued share capital of Sahel. The remaining 10% interest in Sahel is held by Mr Elhadji Papa Macoumba Diop, a Boulbi Vendor. Under the terms of the Earn-in Agreement, in carrying out the activities in relation to the Boulbi Project, Mr Macoumba Diop will be free carried by Valhalla until completion of a pre-feasibility or definitive feasibility study. Prior to completion of a prefeasibility or definitive feasibility study, the Company intends to enter into negotiations with Mr Macoumba Diop in respect to his 10% interest in Sahel before proceeding to any mining activities (such activities being dependent on the outcome of the prefeasibility or definitive feasibility study).

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Messok East Agreements

The Company has entered into the Messok East Agreements with the Messok East Vendors pursuant to which the Company will acquire a 100% interest in the entire issued share capital of Cameroon Cobalt. In consideration for the Messok East Acquisition, the Company will issue to the Messok East Vendors a total of 2,500,000 Shares (postConsolidation) in the proportions detailed in Schedule 2.

Completion of the Messok East Acquisition is subject to, and conditional upon, the satisfaction or waiver of (amongst others) the following conditions precedent:

(i) the parties having obtained all regulatory consents and approvals which are necessary for the Messok East Acquisition, including all approvals required from the ASX;
(ii) the Company having receiving a conditional re-admission letter from ASX on terms acceptable to the Company;
(iii) completion of the Capital Raising (refer to Section 5.7 below);
(iv) completion of the Consolidation (being the subject to Resolution 2); and

(v) completion occurring for all of the Messok East Agreements.

If the above conditions are not satisfied or waived by 23 February 2022, the Messok East Agreements may be terminated by written notice.

Either the Company or the Boulbi Vendors may terminate the Messok East Agreements if the other party is in breach of an obligation under the Messok East Agreements and has not rectified that breach within five business days of notice to the other party setting out the substance of the breach.

5.7 Capital Raising

The Company is proposing to undertake an equity capital raising to raise up to $5,777,773 (before associated costs) ( Capital Raising ). The Capital Raising will comprise:

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a public offer of up to 28,888,865 Shares at an issue price of $0.20 per Share to raise up to $5,777,773 ( Public Offer ); and

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of the Shares being offered under the Public Offer, up to 6,388,865 Shares will be offered in priority to eligible Shareholders at an issue price of $0.20 per Shares (being up to $1,277,773) ( Priority Offer ).

The minimum subscription under the Capital Raising, being the aggregate of the Public Offer and Priority Offer, is $4,500,000 ( Minimum Subscription ).

Completion of the Capital Raising will assist the Company to:

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satisfy the requirements of Chapters 1 and 2 of the Listing Rules;

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following completion of the Acquisitions, progress the exploration and development of the Boulbi Project and Messok East Project.

Refer to Section 9 for further details of the Capital Raising and Section 5.13 for details of the proposed use of funds raised pursuant to the Capital Raising.

5.8 Composition of Board of Directors

The Board currently comprises of Messrs Faldi Ismail, Joseph van den Elsen and John Ciganek.

Subject to the passing of the Acquisition Resolutions and completion of the Acquisitions, Mr Ismail intends to resign as a Director and Mr Emmanuel Correia will be appointed as a Director. The qualifications, skills and experience of Messrs van den Elsen, Ciganek, and Correia are as follows:

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Mr Joseph van den Elsen (Managing Director)

Mr van den Elsen is currently the Chairperson of CMN Mining, a privately held exploration and development company currently advancing a portfolio of projects in Colombia towards an ASX listing. Prior to joining CMN Mining, he held executive positions with ASX Listed MHM Metals and Hampshire Mining.

Previously Mr van den Elsen was an Associate Director with UBS and held a comparable position with Goldman Sachs JB Were. Joseph graduated from La Trobe University with a Bachelor Arts and a Bachelor of Laws and later graduated from the University of Melbourne with a Graduate Diploma in Environment, Energy and Resources Law and from Curtin University with a Graduate Diploma in Mineral Exploration Geoscience. Mr van den Elsen is currently studying towards a Master of Science (Mineral Economics) through Curtin University.

Mr van den Elsen is an experienced company director having been a Non-Executive Director of Ascot Resources Ltd (ASX:AZQ), the Non-Executive Chairperson and subsequently Managing Director of MHM Metals Ltd (ASX:MHM) and serving as a Non-

Executive Director of OAR Resources Limited (ASX:OAR) and Arcadia Minerals Limited (ASX Listing pending).

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Mr John Ciganek (Non-Executive Chairman)

Mr Ciganek has worked in the mining sector for more than 30 years. His experience spans working in mining operations, project finance, M&A and the equity capital markets. Mr Ciganek is a mining engineer and holds an MBA. He was an executive director for BurnVoir Corporate Finance, where he headed the Perth business of BurnVoir, which included providing financing and structuring advice, as well as arranging debt and equity financings for capital intensive projects. Mr Ciganek has experience in a range of roles covering business development, banking, research, and mining engineering. Mr Ciganek is currently a Non-Executive Director of Calidus Resources Limited (ASX: CAI) and Vanadium Resources Limited (ASX: VR8).

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Mr Emmanuel Correia (Non-Executive Director)

Mr Emmanuel Correia is a Chartered Accountant and a co-founder of Peloton Capital and Peloton Advisory and has participated in the corporate finance and public capital markets in Australia, North America and the United Kingdom for over 25 years.

Prior to co-founding Peloton in 2011, Mr Correia was the co-founder of Cardrona Capital Pty Ltd that specialised in providing corporate finance and capital raising services to micro and mid cap companies. Cardrona was acquired by a UK backed corporate finance organisation where Mr Correia then served as a director of corporate finance. Mr Correia has also held various senior corporate finance positions with Big 4 accounting firms and boutique corporate finance houses in Australian and the United Kingdom.

Mr Correia provides corporate advice to a diverse client base and specialises in equity capital markets, corporate finance, mergers and acquisitions and corporate strategy.

Mr Correia is currently a non-executive director of BPM Minerals Limited and Argent Minerals Limited.

5.9 ASX waivers and confirmations

The completion of the Acquisitions and the Company’s re-compliance with Chapters 1 and 2 of the Listing Rules for re-admission of the Company to the Official List is subject to the receipt of a number of approvals, waivers and confirmations.

ASX has granted the Company in-principle waivers from:

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Listing Rule 1.1 Condition 12: a waiver to permit the Company to have on issue 2,000,000 Management Performance Options with an exercise price of less than $0.20 on condition that the material terms and conditions of the Management Performance Options are clearly disclosed in the Company’s re-compliance and Capital Raising prospectus (Prospectus); and

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Listing Rule 6.1: confirmation that the terms of the 2,000,000 Management Performance Options to be issued by the Company to incoming directors of the Company are appropriate and equitable subject to the following conditions:
(i) the Prospectus includes sufficient information about the terms and conditions of the Management Performance Options and includes details of the following:
(A) the party or parties to whom the Management Performance Options are to be issued and the number of Management Performance Options to be issued to them or each of them; and
(B) any relationship the recipient of Management Performance Options or an associate of the recipient has with the entity;

(C) in respect of the Management Performance Options proposed to be issued to incoming directors of the Company as incentive:
- (1) a statement to that effect;
- (2) details of the services being provided;
- (3) details of all fees and other consideration (including securities) the incoming directors may receive for those services;
- (4) if the incoming directors or any of the associates hold securities in the entity, details of those securities and the consideration they paid or provided for those securities;
- (5) an explanation why the Company considered it necessary or appropriate to further reward the incoming directors with an issue of performance securities; and
- (6) details of how the Company determined the number of performance securities to be issued to the incoming directors and why it considers that number to be appropriate and equitable;
(D) the number of Shares that the Management Performance Options will convert into if the applicable performance milestone is met and the impact that will have on the entity’s capital structure;
(E) the Management Performance Options are not quoted;
(F) the Management Performance Options are not transferrable;
(G) the Management Performance Options do not confer any right to vote, except as otherwise required by law;
(H) the Management Performance Options do not permit the holder to participate in new issues of capital such as bonus issues and entitlement issues;
(I) the Management Performance Options do not carry an entitlement to a dividend;
(J) the Management Performance Options do not permit the holder to participate in a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
(K) the Management Performance Options do not carry an entitlement to participate in the surplus profit or asset of the Company upon winding up of the Company;
(L) each Management Performance Options is converted into one Share on achievement of the relevant milestone;
(M) if the relevant class of the Management Performance Options is not converted into a share by the relevant expiry date then all the management performance options of that class lapse entirely;
(ii) the Company makes an announcement immediately upon the satisfaction of any milestones, the conversion of any of the Management Performance Options and the expiry of any of the Management Performance Options;

(iii) the terms and conditions of the Management Performance Options, including without limitation the relevant milestones that have to be satisfied before each performance securities is converted into a Share, are not to be changed without the prior approval of ASX and the Company’s shareholders;
(iv) upon conversion of the Management Performance Options into Shares, the Company will apply to the ASX for quotation of the Shares within the requisite time period;
(v) the Company discloses the following in each annual report, annual audited financial accounts, half-yearly report and quarterly cash flow report issued by the Company in respect of any period during which any of the Management Performance Options remain on issue or were converted or cancelled:
(A) the number of Management Performance Options on issue during the relevant period;
(B) a summary of the terms and conditions of the Management Performance Options, including without limitation the number of Shares into which they are convertible and the relevant milestones.
(C) whether any of the Management Performance Options were converted or cancelled during that period; and
(D) whether any milestones were met during the period;
(vi) the Company discloses the following in Part 5 of each Appendix 2A lodged by the Company while any of the Management Performance Options remain on issue:
(A) the number of Management Performance Options on issue at the time of lodgement of the Appendix 2A; and
(B) the conversion ratio of the Management Performance Options into Shares upon achievement of a vesting condition.

The Company will make a formal application to the ASX for the grant of the above waiver and confirmation.

5.10 Pro forma statement of financial position

A pro forma consolidated statement of financial position of the Company following completion of the Acquisitions and the Capital Raising is detailed in Schedule 6.

5.11 Pro forma capital structure

Upon the completion of the Acquisitions and the Capital Raising, the capital structure of the Company (on a post-Consolidation basis) will be as follows:

	Shares	Options
Existing Shares (post-Consolidation)1	4,057,586	-
Issue of Boulbi Vendors Shares	2,500,000	-
Issue of Messok East Vendors Shares	2,500,000	-

	Shares	Options
Capital Raising2	28,888,865	-
Issue of Management Performance Options to Directors3		2,000,000
Issue of Options to proposed Lead Manager3		1,500,000
Total	35,446,451	3,500,000

Notes:

Assumes that the selective buy-back of Shares issued to Acuity Capital (Resolution 14) has occurred and no further Securities are issued prior to the completion of the Acquisitions, other than as detailed in the table.
Comprises of 22,500,000 Shares to be issued under Public Offer and up to 6,388,865 Shares to be issued under a Priority Offer to existing shareholders.
Subject to Shareholders approval, Mr Joseph van den Elsen will be issued 1,200,000 Management Performance Options and Mr John Ciganek will be issued 400,000 Management Performance Options. In addition, subject to Shareholder approval, it is proposed that Mr Emmanuel Correia will be issued 400,000 Management Performance Options. The terms and conditions of the Management Performance Options are detailed in Schedule 5.
Subject to Shareholder approval, the Company is proposing to issue to the Lead Manager 1,500,000 Options on the terms and conditions detailed in Schedule 4.

5.12 Effect of the Acquisitions on control and substantial Shareholders

No person will acquire control of, or voting power of 20% or more in, the Company as a result of the Acquisitions. As at the date of the Notice, no persons had a relevant interest in 5% or more of the Shares on issue.

Based on the information known as at the date of the Notice, upon completion of the Acquisitions and assuming the Company raises $4,500,000 under the Capital Raising (being the Minimum Subscription), no persons will have a relevant interest in 5% or more of the Shares on issue.

5.13 Proposed budget and intentions if the completion of the Acquisitions occur

Upon the completion of the Acquisitions and the Capital Raising, the funds raised from the Capital Raising (over a two year period) will be utilised as follows:

Use of Funds	Minimum Subscription $4,500,000	%	Maximum Subscription $5,777,773	%
Boulbi Project Exploration Expenditure1	2,000,000	44.4%	3,000,000	51.9%
Messok East Project Exploration Expenditure2	500,000	11.1%	700,000	12.12%
Corporate Administration3	800,000	17.8%	800,000	13.85%
Working Capital4	680,000	15.1%	681,107	11.8%

Use of Funds	Minimum Subscription $4,500,000	%	Maximum Subscription $5,777,773	%
Costs of the capital raising	520,000	11.6%	596,666	10.33%
Total	4,500,000	100%	5,777,773	100%

Notes:

Expenditure in respect to an initial exploration program, including exploration drilling, geological mapping, geochemistry sampling and geophysics analysis (refer to Section 5.3(d) for further details) and, subject to the Company's review of the results from the initial exploration program, a further exploration program, including extensive drilling, geophysics analysis and soil geochemistry sampling.
Expenditure in respect to an initial exploration program, including compilation and interpretation of historical data, surface mapping, geophysics and soil geochemistry analysis. Refer to Section 5.4(d) for further details.
Comprises of general administration expenses, including director fees, legal, ASX fees, accounting and book keeping costs.
General working capital, including but not limited to, expenditure in respect to the Company undertaking due diligence investigations on potential additional complementary project opportunities.

Shareholders should note that the above estimated expenditures will be subject to modification on an ongoing basis depending on the progress, and results, of the Company's exploration activities. The above table is a statement of current intentions as at the date of the Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors consider that following completion of the Capital Raising, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors detailed in Schedule 3. It is not expected that the Capital Raising will be underwritten. Refer to Section 9 for further details in respect to the Capital Raising.

As at the date of the Notice, the Company has current cash reserves of approximately $80,000 as at the date of the Notice. The Company has also entered into a $200,000 short term loan facility arrangement with Mr Joseph van den Elsen, a Director, to provide the Company with interim funding in respect to working capital requirements prior to the completion of the Acquisitions and Capital Raising. As at the date of the Notice, the Company has not drawn down on this short term loan facility. The short term loan facility is unsecured and any amounts drawn down will be repayable on the earlier of 6 months or within 10 days following the reinstatement of the Company to official quotation on the ASX. The Company will pay a 5% establishment fee in respect to the facility and interest is payable following the drawdown of funds at a rate of 5% per annum.

5.14 Indicative timetable

The following is an indicative timetable for, amongst other things, completion of the Acquisitions and the Capital Raising.

Event	Indicative Date
Dispatch of Notice	15 March 2021
Lodgement of Prospectus with ASIC and ASX	1 April 2021
Last day for lodgement of Proxy Form	12 April 2021
General Meeting	14 April 2021

Event	Indicative Date
Consolidation	14 April 2021
Capital Raising opens	14 April 2021
Capital Raising closes	5 May 2021
Completion of the Acquisitions	7 May 2021
Satisfaction of Chapters 1 and 2 of the Listing Rules	14 May 2021
Expected date for reinstatement of the Company’s securities to trading on the ASX	18 May 2021

The above timetable is indicative only and subject to change. The Directors reserve the right to amend the timetable without notice and will keep Shareholders updated (via ASX announcements) on the timing of the completion of the Acquisitions as they progress.

As detailed in Section 5.19, under ASX’s policy on the delisting of long term suspended entities, the Company may be delisted from the Official List by ASX if it has not been reinstated by 19 April 2021. ASX may agree to a short (up to 3 months) extension of this deadline if the Company can demonstrate to ASX’s satisfaction that it is in the final stages of implementing a transaction that will lead to the resumption of trading in its securities within a reasonable period. For these purposes, ASX defines ‘final stages’ as:

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having announced the transaction to the market;

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having signed definitive legal agreements for the transaction (including any financing required in respect of the transaction);

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having lodged the prospectus with ASIC; and

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having obtained Shareholder approval for the transaction.

The indicative timetable above contemplates that the Company will meet the requirements of being in the ‘final stages’ of implementing the Acquisitions prior to 19 April 2021, and as such the Company expects that it will be able to obtain an extension of up to 3 months to its delisting date. However, it is noted that ASX has ultimate discretion as to whether to grant this extension.

5.15 Existing Assets and Interests

The Company acknowledges that its existing assets are not consistent with its intention to become a resource exploration and development company and the Board intends to look for opportunities to monetise its existing assets, including by divesting these assets. The Company will advise Shareholders by way of ASX announcement or via the Prospectus once it has formalised its intentions in respect to its existing assets.

5.16 Advantages of the Acquisitions

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on the Acquisition Resolutions.

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Following completion of the Acquisitions, Shareholders will gain exposure to interests in two mineral exploration projects, prospective for copper, nickel and cobalt.

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The Boulbi Agreement and the Messok East Agreements require that the Company complete the Capital Raising, which will provide the Company with sufficient funds to implement the exploration programs.

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Completion of the Acquisitions will likely, subject to ASX's approval, result in the reinstatement of the Company's securities on the ASX.

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The potential increase in market capitalisation of the Company, following completion of the Acquisitions and the Capital Raising, may lead to increased coverage from investment analysts, access to improved capital market opportunities and increased liquidity which are not currently present.

5.17 Disadvantages of the Acquisitions

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on the Acquisition Resolutions.

(a) The Acquisitions are conditional upon the Company completing the Capital Raising and will result in the issue of the Vendor Shares to the Vendors. Existing Shareholders will therefore be exposed to dilution if they approve the Acquisition Resolutions.
(b) The Acquisitions (and by extension a transition to mineral exploration as the Company's main undertaking) may not be consistent with the objectives of all Shareholders.
(c) There are inherent risks associated with the change in operations of the Company's activities which may not suit the risk profile or be consistent with the objectives of Shareholders. Some of these risks are summarised in Schedule 3.
(d) The Boulbi Project and/or the Messok East Project may not turn out to be commercially viable and thus losses may be incurred. In general terms, investments in listed mineral exploration companies should be considered highly speculative.

5.18 Risk Factors and Key Dependencies

The key dependencies of the Company's business model include, completion of the Boulbi Acquisition and the Messok East Acquisition, retaining and recruiting key personnel skilled in the mining and resources sector, sufficient worldwide demand for copper, nickel and cobalt and the market price for copper, nickel and cobalt remaining higher than the Company's costs of any future production (assuming successful exploration by the Company).

Shareholders should be aware that if the Acquisition Resolutions are approved and the Acquisitions are completed, the Company will be changing the nature and scale of its activities which will result in it being subject to various risk factors (in addition to those that are presently applicable). Based on the information available, a non-exclusive list of these risk factors is detailed in Schedule 3.

5.19 Plans for the Company if the Acquisition Resolutions are not passed

If the Acquisition Resolutions are not passed and the Acquisitions are not completed, the Company will continue to seek potential acquisitions across all industries.

Further, pursuant to ASX's long term suspended entities policy in ASX Guidance Note 33, ASX will automatically remove from the Official List any entity whose securities have been suspended from trading for a continuous period of two years. As the Company's securities have been suspended from official quotation since 5 April 2019, in the event the Acquisitions do not proceed and the Company is unable to meet the requirements of Chapters 1 and 2 of the Listing Rules, it will likely be removed from the Official List by ASX. The Company has sought, and ASX has granted the Company, a short extension to the removal deadline to 19 April 2019.

5.20 Restricted Securities

Chapter 9 of the Listing Rules prohibits holders of Restricted Securities from disposing of those securities or an interest in those securities, or agreeing to dispose of those securities or an interest in those securities for the relevant restriction periods.

If Shareholders approve all of the Acquisition Resolutions, ASX may, subject to the Company recomplying with Chapters 1 and 2 of the Listing Rules, classify certain Securities issued in connection with the Acquisitions and the relisting of the Company as Restricted Securities and may require those Securities to be held in escrow for up to 24 months from the date the Securities are reinstated to trading on ASX. During the period which those Securities are prohibited from being transferred, trading in Shares may be less liquid which may affect a Shareholder's ability to dispose of their Shares in a timely manner.

5.21 Directors' interests in the Acquisitions

None of the Company's existing Directors have any interest in the proposed Acquisitions, other than as disclosed in the Notice.

5.22 Forward looking statements

The forward looking statements in this Explanatory Memorandum are based on the Company’s current expectations about future events. They are, however, subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Explanatory Memorandum. These risks include but are not limited to, the risks detailed in Schedule 3. Forward looking statements generally include those containing words such as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions.

5.23 Competent Persons Statement

The information in the Notice that relates to the Boulbi Project and Messok East Project is compiled by Mr James Gilbertson of SRK Exploration Services. The information in the Notice that relates to the Boulbi Project and Messok East Project is based on information compiled and conclusions derived from data review and a technical site visit to the Boulbi Project by Mr Gareth O’Donovan of SRK Exploration Services and fairly represents this information. Mr Gilbertson is a Chartered Geologist with the Geological Society, London and Mr O’Donovan is a Chartered Engineer with the Institute of Material, Minerals and Mining. Messrs Gilbertson and O’Donovan consents to the inclusion in the Notice of the matters based on their information and has reviewed all statements pertaining to this information in the form and context in which it appears. James Gilbertson, CGeol (Geological Society, London, 1013644). By virtue of his education, membership to a recognised professional association and relevant work experience, James Gilbertson is an independent Competent Person as this term is defined by The JORC Code (2012). The site visit to the Boulbi Project was made by Gareth O’Donovan, who by virtue of his education, membership to a recognised professional association and relevant work experience is an independent Competent Person as this term is defined by The JORC Code (2012).

6. Resolution 1 – Change to Nature and Scale of Activities

6.1 General

Resolution 1 seeks the approval of Shareholders for a change in nature and scale of the Company's activities via the Acquisitions.

A detailed description of the proposed Acquisitions are detailed in Section 5 above.

Listing Rule 11.1.2 empowers ASX to require a listed company to obtain the approval of its shareholders to a significant change to the nature or scale of its activities. The Acquisitions will involve a significant change to the nature or scale of the Company's activities for these purposes

and, as its usual practice, ASX has imposed the requirement under Listing Rule 11.1.2 that the Company obtain Shareholder approval to the Acquisitions.

Resolution 1 seeks the required Shareholder approval to the Acquisitions under and for the purposes of Listing Rule 11.1.2.

If Resolution 1 is passed, the Company will be able to proceed with the Acquisitions and, subject to the approval of the other Acquisition Resolutions, will seek to re-comply with Chapters 1 and 2 of the Listing Rules.

If Resolution 1 is not passed, the Company will not be able to proceed with the Acquisitions and will remain suspended from trading. If the Company has not re-complied with Chapters 1 and 2 of the Listing Rules within 2 years of being suspended (which occurred on 5 April 2019), under current ASX policy, will seek to remove the Company from Official Quotation on ASX. The Company has sought, and ASX has granted the Company, a short extension to the removal deadline to 19 April 2019. The Company intends to seek a further 3 month extension from ASX in accordance with ASX's policy (as detailed in ASX guidance note 33) to allow time to complete the Acquisitions and Capital Raising and re-comply with Chapters 1 and 2 of the Listing Rules (subject to Shareholders approving the Acquisition Resolutions). There is no guarantee that ASX will grant that extension.

Resolution 1 is an ordinary resolution and is subject to approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

6.2 Listing Rule 11.1

Chapter 11 of the Listing Rules requires Shareholders to approve any significant change in the nature or scale of an ASX listed company's activities. Completion of the Acquisitions will have the effect of changing the nature, and increasing the scale, of the Company's activities.

Resolution 1 seeks Shareholder approval to allow the Company to complete the Acquisitions thereby changing the nature and increasing the scale of its activities.

Where an ASX listed company seeks to change the nature or scale of its activities, it must:

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under Listing Rule 11.1.1, notify ASX of the proposed change;

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under Listing Rule 11.1.2, obtain shareholder approval to undertake the change, if required by ASX; and

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under Listing Rule 11.1.3, meet the requirements of Chapters 1 and 2 of the Listing Rules as if the Company was applying for admission to the official list of ASX, if required by ASX.

The Company acknowledges that:

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Listing Rule 11.1.2 applies in respect of the Acquisitions and that the Company will need to obtain Shareholder approval to undertake the change in nature and scale of activities arising from the Acquisitions. In this regard, the Company has agreed to undertake the Acquisitions, subject to the satisfaction of the conditions precedent (refer to Section 5.6) including but not limited to, the obtaining of Shareholder approval; and

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Listing Rule 11.1.3 applies in respect of the Acquisitions and accordingly the Company will need to re-comply with the requirements of Chapters 1 and 2 of the Listing Rules. In this regard, the Company proposes to undertake a capital raising (the subject of Resolution 5) to satisfy the ASX re-compliance.

On the basis that Shareholders approve all of the Acquisition Resolutions, the Company will seek to re-comply with the requirements of Chapters 1 and 2 of the Listing Rules. In accordance with these requirements, the Company will issue the Prospectus.

Trading of Shares is currently suspended and will remain suspended until the Company satisfies the requirements of Chapters 1 and 2 of the Listing Rules in accordance with Listing Rule 11.1.3. It is anticipated that the Company's securities will be reinstated to trading on ASX in early May 2021.

Details of the Acquisitions by the Company and the proposed changes to the structure and operations of the Company are detailed in Section 5.

A voting exclusion statement is included in the Notice for Resolution 1.

6.3 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

7. Resolution 2 – Consolidation

7.1 General

Resolution 2 seeks Shareholder approval for the Company to consolidate its issued share capital through the conversion of every 80 Shares into one Share ( Consolidation ).

The purpose of the Consolidation is to establish a more:

(a) appropriate and effective capital structure for the Company; and
(b) appealing share price to a wider range of investors.

Subject to Shareholder approval, the effective date for the Consolidation will be 14 April 2021.

Resolution 2 is an ordinary resolution and is subject to approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

7.2 Corporations Act and Listing Rule requirements

Section 254H of the Corporations Act provides that a Company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

Listing Rule 7.22 provides that the number of options on issue be consolidated in the same ratio as the ordinary shares and the exercise price of options be amended in inverse proportion to that ratio. Similarly, the number or the conversion price (or both) of convertible securities (other than options) must be reorganised so that the holders of the convertible securities do not receive a benefit that holders of ordinary securities do not receive.

7.3 Effect of Resolution 2 to Shareholders

The Company has 340,739,459 Shares on issue at the date of the Notice.

The Consolidation proposed by Resolution 2 will have the effect of reducing the number of shares on issue to approximately 4,259,243 Shares. Individual holdings will be reduced in accordance with the Consolidation ratio.

The Consolidation applies equally to all members (subject only to the rounding of fractions). Therefore, it will have no material effect on the percentage interest of each member in the Company. Further, the aggregate value of each member’s proportional interest in the Company will not materially change solely as a result of the Consolidation as the only anticipated changes, which will be a result of rounding, will be immaterial.

Theoretically, the market price of each share following the Consolidation should increase by 80 times its current value. Practically, the actual effect on the market price of each share will be dependent upon on a number of factors which will not be within the control of the Company. Therefore, this may result in the market price of each share following Consolidation being higher or lower than the theoretical post-Consolidation price.

7.4 Fractional entitlements

Not all Shareholders will hold a number of Shares which can be evenly divided by 80. Where a fractional entitlement occurs, the Company will round the fraction up or down to the nearest whole number, with entitlements to less than half of a Share rounded down.

7.5 Taxation

It is not considered that any taxation implications will arise for Shareholders from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation. The Company, the Directors and the proposed Directors and their advisers do not accept any responsibility for the individual taxation implications arising from the Consolidation or the other proposed Resolutions.

7.6 Holding Statements

Holding statements for previously quoted Shares will cease to have any effect from the date of the Consolidation, except as evidence of an entitlement to a certain number of Shares on a postConsolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares proposed to be quoted to be issued to holders of those Shares.

It is the responsibility of each Shareholder to check the number of Shares held prior to subsequent disposal.

7.7 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

8. Resolutions 3 and 4 – Issue of the Boulbi Vendors Shares and Messok East Vendors Shares

8.1 General

As detailed in Section 5.2, the Company is proposing acquire the Boulbi Project and Messok East Project.

The Acquisitions will be subject to the satisfaction or waiver of certain conditions, including the requirement to obtain Shareholder approval. A detailed description of the Acquisitions is detailed in Section 5.2.

Resolutions 3 and 4 seek Shareholder approval for the Acquisitions and, in particular, Shareholder approval, pursuant to Listing Rule 7.1 for the following issue of Shares:

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Resolution 3 – 2,500,000 Shares to the Boulbi Vendors (and/or their nominees); and

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Resolution 4 – 2,500,000 Shares to the Messok East Vendors (and/or their nominees),

in accordance with the proportions detailed in Schedule 2.

Resolutions 3 and 4 are ordinary resolutions and are subject to the approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 3 and 4.

8.2 Listing Rule 7.1

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

The effect of passing Resolutions 3 and 4 will be to allow the Directors to issue the Vendor Shares during the three-month period after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. If Resolutions 3 and 4 are not passed, the Company will not issue the Vendor Shares to the Boulbi Vendors and Messok East Vendors and will not proceed with the Acquisitions.

8.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Vendor Shares and the requirements of Listing Rule 7.3 the following information is provided:

(a) the Vendor Shares will be issued to the Vendors (and/or their nominees) in the proportions detailed in Schedule 2:
(i) Resolution 3 – 2,500,000 Shares, at a deemed issue price of $0.20 (on a postConsolidation basis), to Boulbi Vendors; and
(ii) Resolution 4 – 2,500,000 Shares, at a deemed issue price of $0.20 (on a postConsolidation basis), to Messok East Vendors.
(b) the maximum number of Securities the Company intends to issue under Resolutions 3 and 4 is:
(i) Resolution 3 – 2,500,000 Shares to Boulbi Vendors; and
(ii) Resolution 4 – 2,500,000 Shares to Messok East Vendors.
(c) the Vendor Shares will be issued to the Vendors (in the proportions detailed in Schedule 2), none of whom are a related party or associate of the Company;
(d) the terms of the Vendor Shares issued pursuant to Resolutions 3 and 4 are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;
(e) the Company will issue the Vendor Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(f) the Vendor Shares will be issued to the Boulbi Vendors and Messok East Vendors as consideration, respectively, pursuant to the Boulbi Agreement and Messok East Agreements (the material terms of each agreement are detailed in Sections 5.6(a) and 5.6(b), respectively) and as such, no funds will be raised from the issue of the Vendor Shares; and
(g) a voting exclusion statement is included in the Notice for Resolutions 3 and 4.

8.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolutions 3 and 4.

9. Resolution 5 – Issue of Capital Raising Shares

9.1 General

Resolution 5 seeks Shareholder approval to enable the Company to issue up to 28,888,865 Shares at an issue price of $0.20 per Share ( Capital Raising Shares ) to raise up to $5,777,773.

The Capital Raising will comprise:

(a) the Public Offer, being up to 28,888,865 Shares at an issue price of $0.20 per Share to raise up to $5,777,773; and
(b) of the Shares being offered under the Public Offer, the Priority Offer, being up to 6,388,865 Shares at an issue price of $0.20 per Shares offered in priority to eligible Shareholders.

Under the Priority Offer, up to 6,388,865 Shares at an issue price of $0.20 have been set aside for eligible Shareholders and eligible Shareholders will be entitled to subscribe for, and given priority in respect to, the Shares under the Priority Offer. If the Company receives applications from eligible Shareholders for more than 6,388,865 Shares under the Priority Offer, the Company intends to treat such additional applications under the Priority Offer as being made under the Public Offer, subject to such applications satisfying the minimum application size required under the Public Offer. If the Company does not receive applications for the full value of the Priority Offer, those Shares will be placed to other investors under the Public Offer.

The minimum subscription under the Capital Raising, being the aggregate of the Public Offer and Priority Offer, is $4,500,000.

The Capital Raising Shares will be issued under a prospectus to be issued by the Company to assist in re-complying with Chapters 1 and 2 of the Listing Rules, which will includes the Public Offer and the Priority Offer ( Prospectus ).

The minimum subscription under the Capital Raising is $4,500,000 and the Shares the subject of the Capital Raising will only be issued if:

(c) the Minimum Subscription is raised; and
(d) the Company receives conditional approval from ASX for the Company to be reinstated to official quotation on ASX following the Company's compliance with Listing Rule 11.1.3 and Chapters 1 and 2 of the Listing Rules on conditions acceptable to the Company.

Resolution 5 is an ordinary resolution and is subject to the approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 5.

9.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 8.2.

Given the Capital Raising Shares to be issued under Resolution 5 will exceed the balance of the 15% placement capacity and none of the exceptions detailed in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.1.

The effect of passing Resolution 5 will be to allow the Directors to issue the Capital Raising Shares during the three-month period after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Capital Raising Shares to raise up to $5,777,773.

9.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Capital Raising Shares and the requirements of Listing Rule 7.3 the following information is provided:

(a) the Capital Raising Shares will be issued to:
(i) Shareholders and members of the general public at the Board’s discretion who apply for Capital Raising Shares under the Prospectus; and
(ii) proposed Director, Mr Emmanuel Correia, and Messrs Faldi Ismail, Joseph van den Elsen and John Ciganek, Directors of the Company, who intend to apply for Capital Raising Shares subject to Resolutions 6 to 9 (inclusive) being passed;
(b) none of the subscribers for Shares under the Capital Raising will be related parties of the Company (other than as detailed in Section 10);
(c) the maximum number of securities the Company intends to issue under the Capital Raising is 28,888,865 Shares;
(d) the terms of the Capital Raising Shares to be issued pursuant to Resolution 5 are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;
(e) the Company will issue the Capital Raising Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(f) the Capital Raising Shares will be issued at $0.20 per Share;
(g) proceeds from the Capital Raising will be used to fund the exploration and development of the Boulbi Project and Messok East Project, corporate administration costs, costs of the Capital Raising and for working capital (refer to Section 5.13 for further details); and
(h) a voting exclusion statement is included in the Notice for Resolution 5.

9.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

10. Resolutions 6 to 9 (inclusive) – Related Parties' Participation in the Capital Raising

10.1 General

Resolution 6 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of 1,000,000 Capital Raising Shares at an issue price of $0.20 each to Mr Faldi Ismail and/or his nominee(s) to raise gross proceeds of $200,000.

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of 1,000,000 Capital Raising Shares at an issue price of $0.20 each to Mr Joseph van den Elsen and/or his nominee(s) to raise gross proceeds of $200,000.

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of 250,000 Capital Raising Shares at an issue price of $0.20 each to Mr John Ciganek and/or his nominee(s) to raise gross proceeds of $50,000.

Resolution 9 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 500,000 Shares, at an issue price of $0.20 each to Mr Emmanuel Correia and/or his nominee(s) to raise gross proceeds of $100,000.

The terms and conditions upon which Messrs Faldi Ismail, Joseph van den Elsen, John Ciganek and Emmanuel Correia will subscribe for the Capital Raising Shares will be on the same terms as other investors in the Capital Raising.

Resolutions 6 to 9 (inclusive) are ordinary resolutions and are subject to the approval of the Acquisition Resolutions.

Resolutions 6 to 9 (inclusive) are subject to the approval of the Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 6 to 9 (inclusive).

10.2 Section 208 of the Corporations Act

Messrs Ismail, van den Elsen and Ciganek, current Directors, are related parties of the Company for the purposes of section 208 of the Corporations Act. Mr Emmanuel Correia, a proposed Director, is also a related party of the Company for the purposes of section 208 of the Corporations Act.

It is the view of the Directors that the issue of the Capital Raising Shares to Mr Emmanuel Correia, a proposed Director, under the Capital Raising falls within the arms-length exception in section 210 of the Corporations Act, as any participation in the Capital Raising will be on the same terms as those offered to other investors, who are not related parties of the Company.

However, the Board has determined that Shareholder approval for the purposes of section 208 of the Corporations Act will be sought for the issue of Capital Raising Shares to each of Messrs Ismail, van den Elsen and Ciganek (and/or their respective nominees).

10.3 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval. Mr Emmanuel Correia, a proposed Director, is a related party of the Company. Shareholders approval under Listing Rule 10.11 will be sought for Mr Emmanuel Correia's participation in the Capital Raising.

Messrs Ismail, van den Elsen and Ciganek are related parties of the Company as they are Directors and Shareholder approval will be sought under Listing Rule 10.11, as none of the exceptions under Listing Rule 10.12 apply.

If Shareholder approval is obtained under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolution 6 to 9 (inclusive) will be to allow the Company to issue up to 1,000,000 Capital Raising Shares to Mr Faldi Ismail (and/or his nominee(s)), 1,000,000 Capital Raising Shares to Mr Joseph van den Elsen (and/or his nominee(s)), 250,000 Capital Raising Shares to Mr John Ciganek (and/or his nominee(s)) and 500,000 Capital Raising Shares to Mr Emmanuel Correia (and/or his nominee(s)) without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not issue the Capital Raising Shares to Mr Faldi Ismail (and/or his nominees).

If Resolution 7 is not passed, the Company will not issue the Capital Raising Shares to Mr Joseph van den Elsen (and/or his nominees).

If Resolution 8 is not passed, the Company will not issue the Capital Raising Shares to Mr John Ciganek (and/or his nominees).

If Resolution 9 is not passed, the Company will not issue the Capital Raising Shares to Mr Emmanuel Correia (and/or his nominees).

10.4 Specific Information Required by Listing Rule 10.13 and Section 219 of the Corporations Act

Listing Rule 10.13 and Section 219 of the Corporations Act requires that the following information be provided to Shareholders:

(a) up to 1,000,000 Capital Raising Shares will be issued to Mr Faldi Ismail, up to 1,000,000 Capital Raising Shares will be issued to Mr Joseph van den Elsen, up to 250,000 Capital Raising Shares will be issued to Mr John Ciganek and up to 250,000 Capital Raising Shares will be issued to Mr Emmanuel Correia (and and/or their respective nominees);
(b) Messrs Ismail, van den Elsen and Ciganek are Directors and therefore are related parties of the Company under Listing Rule 10.11.1. Mr Emmanuel Correia, a proposed Director, is a related party of the Company under Listing Rule 10.11.1;
(c) the maximum number of Capital Raising Shares the Company will issue and the value of these Shares (based on the issue price) are as follows:

Director	Number of Capital Raising Shares	Value ($)
Mr Faldi Ismail	1,000,000	200,000
Mr Joseph van den Elsen	1,000,000	200,000
Mr John Ciganek	250,000	50,000
Mr Emmanuel Correia	500,000	100,000

(d) The Directors, with respect to Resolutions 6 to 8 (inclusive) relating to the approval for the issue of Capital Raising Shares to the Directors (in respect of which Messrs Ismail, van den Elsen and Ciganek make no recommendation), are unanimously in favour of the grant of the Capital Raising Shares under Resolutions 6 to 8 (inclusive);

(e) As at the date of the date of this Notice, Messrs Ismail, van den Elsen, Ciganek and Correia's interests in securities of the Company (on a post-Consolidation basis) are as follows:

Director	Shares	%
Mr Faldi Ismail	206,250	4.8%
Mr Joseph van den Elsen	0	0
Mr John Ciganek	0	0
Mr Emmanuel Correia	0	0

(f) the remuneration package of each of Messrs Ismail, van den Elsen, Ciganek and Correia is as follows:

Director	Current Total Remuneration:	Remuneration post completion of the Acquisitions

Mr Faldi Ismail	$48,000	N/A
Mr Joseph van den Elsen	$48,000	$180,000
Mr John Ciganek	$48,000	$36,000
Mr Emmanuel Correia	N/A	$36,000

(g) the Capital Raising Shares to be issued to Messrs Ismail, van den Elsen, Ciganek and Correia (and/or their respective nominees), are fully paid ordinary shares and rank equally in all respects with the Company’s existing shares on issue;
(h) the Company will issue the Capital Raising Shares to Messrs Ismail, van den Elsen, Ciganek and Correia (and/or their respective nominees), no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(i) the Capital Raising Shares to be issued to Messrs Ismail, van den Elsen, Ciganek and Correia (and/or their respective nominees), will each be allotted at an issue price of $0.20 per Capital Raising Share;
(j) proceeds from the issue of the Capital Raising Shares to Messrs Ismail, van den Elsen, Ciganek and Correia (and/or their respective nominees) will be used to fund the exploration and development of the Boulbi Project and Messok East Project, corporate administration costs, costs of the Capital Raising and for working capital (refer to Section 5.13 for further details);
(k) the issue of the Capital Raising Shares the subject of Resolutions 6 to 9 (inclusive) will result in a dilution of all other Shareholder’s holding in the Company of:
(i) approximately 40% based on issued Shares as at the date of the Notice; and (ii) approximately 7.7% based on issued Shares on completion of the Acquisitions;
(l) the Capital Raising Shares are not being issued to Messrs Ismail, van den Elsen, Ciganek and Correia (and/or their respective nominees) to remunerate or incentivise them as Directors or proposed Directors;
(m) the Capital Raising Shares are not being issued under an agreement;
(n) other than the information above and otherwise detailed in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 6 to 9 (inclusive); and
(o) voting exclusion statements are included in the Notice for Resolutions 6 to 9 (inclusive).

10.5 Directors' recommendation

The Directors (excluding Mr Faldi Ismail) recommend that Shareholders vote in favour of Resolution 6.

The Directors (excluding Mr Joseph van den Elsen) recommend that Shareholders vote in favour of Resolution 7.

The Directors (excluding Mr John Ciganek) unanimously recommend that Shareholders vote in favour of Resolution 8.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 9.

11. Resolutions 10 to 12 (inclusive) – Issue of Management Performance Options

11.1 General

Resolutions 10 and 11 seek Shareholder approval in accordance with Listing Rule 10.11 and section 208 of the Corporations Act for the grant of Management Performance Options to the Directors, Messrs Joseph van den Elsen and John Ciganek (and/or their nominees), on completion of the Acquisitions on the terms outlined in the table below. Resolution 12 seeks Shareholder approval in accordance with Listing Rule 10.11 for the grant of Management Performance Options to proposed Director, Mr Emmanuel Correia (and/or his nominees), on completion of the Acquisitions as follows:

Director	Class A Management Performance Options	Class B Management Performance Options	Total Management Performance Options
Joseph van den Elsen	600,000	600,000	1,200,000
John Ciganek	200,000	200,000	400,000
Emmanuel Correia	200,000	200,000	400,000
Total	1,000,000	1,000,000	2,000,000

Resolution 10 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of an aggregate of 1,200,000 Management Performance Options to Mr Joseph van den Elsen (and/or his nominees), as part of the long-term incentive component of his remuneration as Managing Director of the Company.

Resolution 11 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of an aggregate of 400,000 Management Performance Options to Mr John Ciganek (and/or his nominees), as part of the long-term incentive component of his remuneration as an Non-Executive Director of the Company.

Resolution 12 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the grant of an aggregate of 400,000 Management Performance Options to Mr Emmanuel Correia (and/or his nominees), a proposed Director, on the same terms and conditions as the Management Performance Options to be issued to Messrs van den Elsen and Ciganek. It is presently proposed that Mr Correia will receive fees of $36,000 per annum in respect to his role as a non-executive Director. Mr Correia does not hold any securities in the Company.

In the Company’s present circumstances, the Board considers that the grant of the Management Performance Options to Messrs van den Elsen, Ciganek and Correia is a cost effective and efficient reward for the Company to make to appropriately incentivise the performance of Messrs van den Elsen, Ciganek and Correia and is consistent with the strategic goals and targets of the Company.

The performance criteria for the Management Performance Options are as follows:

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Class A : 1,000,000 management performance options with an exercise price of $0.001, exercisable within 24 months, vesting upon the Company achieving a volume weighted average market price (as defined in the Listing Rules) of Shares for a period of 20 consecutive trading days on which Shares are traded (disregarding any intervening days

on which no trades occurred, if any) (20 day VWAP) of $0.40 ( Class A Management Performance Options ); and

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Class B : 1,000,000 management performance options with an exercise price of $0.001, exercisable within 24 months, vesting upon the Company achieving a 20 day VWAP of $0.80 ( Class B Management Performance Options ).

As such, the Management Performance Options granted will only be of benefit if Messrs van den Elsen, Ciganek and Correia meet the performance criteria for exercising the Management Performance Options.

Resolutions 10 to 12 (inclusive) are ordinary resolutions.

Resolutions 10 to 12 (inclusive) are subject to the approval of the Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 10 to 12 (inclusive).

11.2 Section 208 of the Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act. Mr Emmanuel Correia, a proposed Director, is a related party of the Company. The Board has determined that the grant of the Management Performance Options to Mr Correia constitutes reasonable remuneration and has been negotiated on an arms-length basis and falls within the exception in section 211 of the Corporations Act.

Messrs van den Elsen and Ciganek, Directors of the Company, are related parties of the Company for the purposes of section 208 of the Corporations Act. The issue of Management Performance Options to each of Messrs van den Elsen and Ciganek (and/or their respective nominees) constitutes the giving of a financial benefit for the purposes of section 208 of the Corporations Act and the Board has determined that the Company will seek Shareholder approval for the purposes of section 208 of the Corporations Act.

11.3 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Messrs van den Elsen and Ciganek are related parties of the Company as they are Directors. Mr Emmanuel Correia is a related party of the Company as he is a proposed Director.

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an aggregate of 1,200,000 Management Performance Options to Mr Joseph van den Elsen (and/or his nominee(s));

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an aggregate of 400,000 Management Performance Options to Mr John Ciganek (and/or his nominee(s));

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an aggregate of 400,000 Management Performance Options to Mr Emmanuel Correia (and/or his nominee(s)),

without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 10 is not passed, the Company will not issue the Management Performance Options to Mr Joseph van den Elsen (and/or his nominees).

If Resolution 11 is not passed, the Company will not issue the Management Performance Options to Mr John Ciganek (and/or his nominees).

If Resolution 12 is not passed, the Company will not issue the Management Performance Options to Mr Emmanuel Correia (and/or his nominees).

11.4 Specific Information Required by Listing Rule 10.13 and Section 219 of the Corporations Act

Listing Rule 10.13 requires that the following information be provided to Shareholders:

(a) Management Performance Options will be issued to Messrs van den Elsen, Ciganek and Correia (and/or their respective nominees) in two tranches as follows:

Resolution	Director and Proposed Director	Tranche 1 Management Performance Options	Tranche 2 Management Performance Options	Total Management Performance Options
Resolution 10	Joseph van den Elsen	600,000	600,000	1,200,000
Resolution 11	John Ciganek	200,000	200,000	400,000
Resolution 12	Emmanuel Correia	200,000	200,000	400,000
	Total	1,000,000	1,000,000	2,000,000

(b) Messrs van den Elsen and Ciganek are Directors of the Company, and Mr Emmanuel Correia is a proposed Director of the Company and thus are related parties under Listing Rule 10.11.1;

(c) the maximum number of Management Performance Options that will be issued to Messrs van den Elsen, Ciganek and Correia is as follows:

Resolution	Director and Proposed Director	Maximum Number of Management Performance Options
Resolution 10	Joseph van den Elsen	1,200,000
Resolution 11	John Ciganek	400,000
Resolution 12	Emmanuel Correia	400,000
	Total	2,000,000

(d) the Management Performance Options will be granted to Messrs van den Elsen, Ciganek and Correia (and/or their respective nominees) on the terms and conditions in Schedule 5;
(e) the Management Performance Options will be issued no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

(f) each Management Performance Option will be granted for nil consideration and no funds are being raised from the issue;
(g) the Management Performance Options are being issued as a cost effective reward to appropriately incentivise continued performance of the Directors and proposed Director. Accordingly, no funds will be raised from the issue of the Management Performance Options;
(h) the Directors, with respect to Resolutions 10 to 12 (inclusive) relating to the approval for the issue of Management Performance Options to Messrs van den Elsen, Ciganek and Correia, are unanimously in favour of the grant of the Management Performance Options under Resolutions 10 to 12 (inclusive);
(i) as at the date of the date of this Notice, Messrs van den Elsen, Ciganek and Correia's interests in securities of the Company (on a post-Consolidation basis) are as follows:

Director	Shares	Options
Mr Joseph van den Elsen	0	0
Mr John Ciganek	0	0
Mr Emmanuel Correia	0	0

(j) the Board has received advice from an independent expert, Moore Australia Corporate Finance (WA) Pty Ltd on the value of the Management Performance Options and determined on the basis of assumptions set out below, the technical value of one Management Performance Option is as follows:

Director	Option	Number of Options	Value Per Security $	Total Value $
Joseph van den Elsen	Class A	600,000	$0.1243	$124,300
John Ciganek	Class A	200,000
Emmanuel Correia	Class B	200,000
Joseph van den Elsen	Class B	600,000	$0.0767	$76,700
John Ciganek	Class B	200,000
Emmanuel Correia	Class B	200,000

This valuation imputes a total value of $201,000 to the Management Performance Options. The value may go up or down after the date of valuation as it will depend on the future price of a Share. The Black Scholes Pricing Model has been used to value the Options, with the following assumptions:

(i) the risk free rate of 0.11% is the Reserve Bank of Australia's two-year bond rate;
(ii) the underlying security spot price of $0.20 used for the purposes of this valuation is based proposed issue price under the Capital Raising;
(iii) the estimated volatility used in the Management Performance Option valuation is 100%;

(iv) for the purposes of the valuation, no future dividend payments have been forecast; and
(v) for the purposes of the valuation it is assumed that the Management Performance Options will be issued on date of the valuation, 19 February 2021, and the Management Performance Options will have a life of 2 years from the date of issue.
(k) Under the accounting standard AASB 2 share based payments, the Company will recognise an expense in the income statement based on the fair value of the Management Performance Options over the period from the date of issue to the vesting date. The total of the fair value of the Options issued is $201,000 at the date of the Notice.
(l) each of Messrs van den Elsen, Ciganek and Corriea's total remuneration packages is as follows.

Director	Current Total Remuneration:	Remuneration post completion of the Acquisitions
Mr Joseph van den Elsen	$48,000	$180,000
Mr John Ciganek	$48,000	$36,000
Mr Emmanuel Correia	N/A	$36,000

(m) the Management Performance Options are not issued under an agreement;
(n) the exercise of the Management Performance Options the subject of Resolutions 10 to 12 (inclusive) will result in a dilution of all other Shareholder’s holding in the Company of:
(i) approximately 33% based on issued Shares as at the date of the Notice; and (ii) approximately 5.3% based on issued Shares on completion of the Acquisitions;
(o) other than the information above and otherwise detailed in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 10 to 12 (inclusive); and
(p) a voting exclusion statement is included in the Notice for Resolutions 10 to 12 (inclusive).

11.5 Directors' recommendation

The Directors (excluding Mr Joseph van den Elsen) recommend that Shareholders vote in favour of Resolution 10.

The Directors (excluding Mr John Ciganek) recommend that Shareholders vote in favour of Resolution 11.

The Directors recommend that Shareholders vote in favour of Resolution 12.

12. Resolution 13 – Issue of Lead Manager Options

12.1 General

Resolution 13 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 1,500,000 Options each with an exercise price of $0.30 expiring 36 months from the date of their issue to the lead manager of the Capital Raising, CPS Capital Group Pty Ltd ( Lead Manager or CPS Capital ).

Resolution 13 is an ordinary resolution.

Resolution 13 is subject to the approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 13.

12.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 14.2.

The effect of passing Resolution 13 will be to allow the Directors to issue the Lead Manager Options during the three-month period after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. If Resolution 13 is not passed, the Company will not issue the Lead Manager Options to CPS Capital.

12.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Lead Manager Options and the requirements of Listing Rule 7.3 the following information is provided:

(a) the Lead Manager Options will be issued to CPS Capital, who is not a related party of the Company;
(b) the maximum number of securities the Company intends to issue under Resolution 13 is 1,500,000 Lead Manager Options;
(c) the terms of the Lead Manager Options issued pursuant to Resolution 13 are in accordance with the Terms and Conditions in Schedule 4;
(d) the Company will issue the Lead Manager Options no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(e) the Lead Manager Options will be issued to CPS Capital as consideration for services provided as Lead Manager to the Capital Raising and as such, no funds will be raised from the issue;
(f) the Lead Manager Options is to be issued pursuant to a lead manager mandate entered into between the Company and the Lead Manager. The material terms of the mandate will be a 6% capital raising fee on funds raise under the Capital Raising, being up to $346,667, and the issue of 1,500,000 Lead Manager Options with a 3 year term and with an exercise price of $0.30. The mandate will terminate on completion of the Capital Raising. The mandate also contains other provisions that are considered standard and customary for an agreement of this nature; and
(g) a voting exclusion statement is included in the Notice for Resolution 13.

12.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 13.

13. Resolution 14 – Election of Director – Mr Emmanuel Correia

13.1 General

Article 14.3 of the Constitution allows the Directors to appoint a person as an addition to the Board at any time, providing that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office until the next general meeting of members of the Company and is eligible for re-election at that meeting.

Resolution 14 seeks Shareholder approval for the appointment of Mr Emmanuel Correia.

Details of Mr Emmanuel Correia's background and experience are detailed in Section 5.8 of the Notice.

Resolution 14 is an ordinary resolution.

Resolution 14 is subject to the approval of the other Acquisition Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolution 14.

13.2 Board recommendation

The Board supports the election of Mr Emmanuel Correia and recommends that Shareholders vote in favour of Resolution 14.

14. Resolution 15 – Change of Company Name

14.1 General

Resolution 15 seeks Shareholder approval for the change of name of the Company to Panthera Metals Limited.

The Company’s current name dates back to its fintech business. The change of name is therefore intended to better reflect the Company’s proposed new focus as a mineral exploration and development company.

In accordance with section 157 of the Corporations Act, if a company wants to change its name it must pass a special resolution adopting a new name.

Resolution 15 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairperson intends to exercise all available proxies in favour of Resolution 15.

Resolution 15 is subject to approval of the other Acquisition Resolutions.

The change of name will take effect on the date that ASIC alters the details of the Company’s registration.

14.2 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 15.

15. Resolution 16 – Selective Share Buy-Back

15.1 General

Resolution 16 seeks Shareholder approval pursuant to section 257D to undertake a selective buyback of 16,132,594 Shares held by Acuity Capital Management Pty Ltd ( Acuity Capital ).

Resolution 16 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairperson intends to exercise all available proxies in favour of Resolution 16.

15.2 Background

The Company and Acuity Capital Investment Management Pty Ltd has entered into a controlled placement agreement for the Company to raise funds through Acuity Capital ( Controlled Placement Agreement ). As announced to ASX by the Company on 21 September 2018, the Controlled Placement Agreement provides the Company with up to $2,000,000 of standby equity capital over a period of 28 months.

As collateral for the Company's obligations under the Controlled Placement Agreement, the Company issued 16,132,594 fully paid ordinary shares ( Collateral Shares ) from its ASX Listing Rule 7.1 (15%) capacity, at nil consideration. Pursuant to the Controlled Placement Agreement, the Company may at any time cancel the Controlled Placement Agreement and buy back the Collateral Shares for no consideration. The Company has determined to cancel the Controlled Placement Agreement and buy back the Collateral Shares.

The Company intends to enter into a selective buy-back agreement with Acuity Capital ( Selective Buy-Back Agreement ). The terms of the Selective Buy-Back Agreement will be conditional upon Shareholder approving Resolution 16 and will provide for the selective buy-back of 16,132,594 Shares for nil consideration.

Section 257A of the Corporations Act provides that a company may buy back its own shares if.

(a) the buy-back does not materially prejudice the Company's ability to pay its creditors; and
(b) the Company follows the procedure set out in Division 2 of Part 2J.1 of the Corporations Act.

15.3 Division 2, Part 2J.1 of the Corporations Act

Division 2 of Part 2J.1 of the Corporations Act permits a company to conduct a selective share buy- back provided that, in accordance with Section 257D(i)(a) of the Corporations Act, prior to the company entering into the buy-back agreement or the buy-back agreement must be conditional upon shareholder approval. The shareholder approval must be by a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates or a resolution agreed to, at a general meeting, by all ordinary Shareholders.

15.4 Information required under Section 257D(2) of the Corporations Act

Pursuant to Section 2570(2) of the Corporations Act the Company must disclose all information known to it that is material to the decision on how to vote on Resolution 16. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company has previously disclosed the information to Shareholders. Accordingly, this Explanatory Statement describes:

(a) the proposed terms of the buy-back;

(b) the effect of the buy-back on the Company;
(c) possible advantages and disadvantages of the buy-back; and
(d) other information material to a Shareholder's decision on how to vote on Resolution 16.

15.5 Effect of the Selective Share Buy Back on control and issued capital of the Company

The Company is proposing to buy-back the Collateral Shares for nil consideration as detailed above. No consideration was paid for the issue of the Collateral Shares. Accordingly, no amount would be payable for the Collateral Shares under the Selective Share Buy Back.

The Company notes that the last market sale price as of the date of this Notice is $0.022 per Share.

(a) Share Capital: the table below illustrates the Company's share capital upon completion of the Selective Share Buy Back.

	Number
Shares prior to the buy-back	340,739,459
Shares after the buy-back	324,606,865

Note: the interests of the Company's Shareholders (other than Acuity Capital) will increase through conduct of the buy-back.

(b) Financial: no consideration is payable to buy-back the shares and therefore the Selective Share Buy Back will not have any financial effect on the Company.
(c) Control: no shareholder will increase their holdings in the Company to more than 20% as a result of the Selective Share Buy Back, the Board is of the view that there is no material effects on control of the Company resulting from the Selective Share Buy Back.

15.6 Possible advantages and disadvantages of the proposed buy-back

(a) Possible advantages are that the :
(i) the Selective Share Buy Back will cancel the remaining shares issued for the purpose detailed above where that purpose is no longer being pursued; and
(ii) the percentage ownership in the Company of all Shareholders (other than Acuity Capital) will increase following completion of the Selective Share Buy Back.
(b) The Board is of the view that there are no disadvantages of the Selective Share Buy Back as the purpose for which the shares were issued as detailed above is no longer applicable and the Selective Share Buy Back will eliminate the shares for no consideration.

15.7 Other material information

The Board is not aware of any other material information that has not been disclosed to Shareholders.

15.8 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 16.

16. Resolution 17 – Section 195 Approval

In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

The Directors may have a material personal interest in the outcome of Resolutions 6 to 8 (inclusive) and Resolutions 10 and 11.

In the absence of this Resolution 17, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 6 to 8 (inclusive) and Resolutions 10 and 11.

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Resolution 17 is an ordinary resolution and is subject to approval of the other Acquisition Resolutions.

Schedule 1 – Definitions and Interpretation

1. Definitions

In the Notice and this Explanatory Memorandum, unless the context otherwise requires:

Acuity Capital means Acuity Capital Investment Management Pty Ltd.

Acquisition Resolutions means Resolutions 1 to 15 (inclusive) and Resolution 17

Acquisitions has the meaning given in Section 5.2.

ASIC means the Australian Securities and Investments Commission.

Associated Body Corporate means:

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a body corporate that is a Related Body Corporate of the Company; or

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a body corporate that has voting power in the Company of not less than 20%; or

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a body corporate in which the Company has voting power of not less than 20%

ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors from time to time.

Boulbi Acquisition means the acquisition of the Boulbi Project.

Boulbi Earn-in Agreement has the meaning given in Section 5.2.

Boulbi Project has the meaning given in Section 5.2.

Boulbi Vendors has the meaning given in Section 5.2.

Cameroon Cobalt means Cameroon Cobalt Pty Ltd.

Cameroon Mining has the meaning given in Section 5.2.

Capital Raising has the meaning given in Section 5.2.

Capital Raising Shares has the meaning given in Section 9.1.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Class A Management Performance Options has the meaning given in Section 11.1.

Class B Management Performance Options has the meaning given in Section 11.1.

Closely Related Party means:

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a spouse or child of the member; or

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has the meaning given in section 9 of the Corporations Act.

Company means Ookami Limited ACN 009 081 770.

Consolidation has the meaning given in Section 7.1

Constitution means the constitution of the Company.

Controlled Placement Agreement has the meaning given in Section 15.1.

Corporations Act means the Corporations Act 2001 (Cth).

Director means any director of the Company and Directors means all of them.

Earn-in Milestones has the meaning given in Section 5.6(b).

Explanatory Memorandum means this explanatory memorandum.

JORC means the Joint Ore Reserves Committee's Australasian Code for reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 edition).

Geovic means Geovic Mining Corp.

Group Company means any one of the Company or Associated Body Corporate.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Lead Manager means CPS Capital Group Pty Ltd.

Lead Manager Options has the meaning given in Section 5.2.

Listing Rules means the official listing rules of the ASX (as amended from time to time).

Management Performance Options has the meaning given in Section 5.2.

Meeting has the meaning given in the introductory paragraph of the Notice.

Messok East Acquisition means the acquisition of the Messok East Project.

Messok East Project has the meaning given in Section 5.2.

Messok East Vendors has the meaning given in Section 5.2.

Notice means the notice convening the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Office means an office as an Officer.

Officer has the same meaning, as the context requires, given in paragraphs (a) and (b) of the definition of 'officer' of a corporation, or in paragraphs (a) and (b) of the definition of 'officer' of an entity that is neither an individual nor a corporation, in each case in section 9 of the Corporations Act.

Official List means the official list of the ASX.

Option means an option to acquire a Share.

Oranto means Oranto Petroleum International Limited.

Priority Offer has the meaning given in Section 5.7.

Prospectus has the meaning given in Section 9.1.

Proxy Form means the proxy form attached to the Notice.

Public Offer has the meaning given n Section 5.7.

Resolution means any resolution detailed in the Notice as the context requires.

Restricted Securities has the meaning defined in the Listing Rules.

Sahel Minerals means Sahel Minerals SARL.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Securities means any Shares, Options or Performance Shares issued by the Company.

Selective Share Buy-Back has the meaning given in Section 15.1.

Selective Buy-Back Agreement has the meaning given in Section 15.2.

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

Shareholder means a registered holder of a Share.

UNDP means United Nations Development Programme.

Valhalla means Valhalla Minerals Limited.

Vendor Shares has the meaning given in Section 5.2.

WST means Western Standard Time, being the time in Perth, Western Australia.

2. Interpretation

In the Notice and this Explanatory Memorandum, headings and words in bold are for convenience only and do not affect the interpretation of the Notice and this Explanatory Memorandum and, unless the context otherwise requires:

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words importing the singular include the plural and vice versa;

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words importing a gender include any gender;

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other parts of speech and grammatical forms of a word or phrase defined in the Notice or this Explanatory Memorandum have a corresponding meaning;

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a term not specifically defined has the meaning given to it (if any) in the Corporations Act;

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a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

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a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

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a reference to a body (including, without limitation, an institute, association or authority), whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

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“ include ” and “ including ” are not words of limitation; and

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“ $ ” is a reference to Australian currency.

Schedule 2 – Vendors

Part A – Boulbi Vendors	Part A – Boulbi Vendors
Shareholder	Number of shares in Valhalla	Number of Shares to be issued
Michael John Davy	5302	1,000,000
George Michailidis	3535	666,750
Elhadji Papa Macoumba Diop	1768	333,250
Martin Joachim Pawlitschek	2651	500,000
Part B – Messok East Vendors
Shareholder	Number of shares in the Cameroon Cobalt	Number of Shares to be issued
Fremantle Enterprises Pty Ltd	100	673,854
Ultra Glory Limited	37	249,326
DC & PC Holdings Pty Ltd	93	626,685
Pavle Tomasevic	30	202,156
Geonomics Australia Pty Ltd	74	498,652
Christoper Acha- Morfou	37	249,326

Schedule 3 – Risk Factors

Shareholders should be aware that if the proposed Acquisitions are approved, the Company will be changing the nature and scale of its activities. Based on the information available, a non-exhaustive list of risk factors are as follows:

1. Specific Risks

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Conditional Acquisition and Re-compliance with Chapters 1 and 2 of the Listing Rules

As part of the Company's change in nature and scale of activities, ASX will require the Company to re-comply with Chapters 1 and 2 of the Listing Rules. A prospectus will be issued to assist the Company to re-comply with these requirements. It is anticipated that the Shares will remain suspended until completion of the Capital Raising, completion of the Acquisitions, re-compliance by the Company with Chapters 1 and 2 of the Listing Rules and compliance with any further conditions ASX imposes on such reinstatement. There is a risk that the Company will not be able to satisfy one or more of those requirements and that the Shares will consequently remain suspended from quotation.

Further, pursuant to ASX's long term suspended entities policy in ASX Guidance Note 33, ASX will automatically remove from the Official List any entity whose securities have been suspended from trading for a continuous period of three years. As the Company's securities have been suspended from official quotation since 5 April 2019, in the event the Acquisitions do not proceed, it will be removed from the Official List by ASX. The Company has sought, and ASX has granted the Company, a short extension to the removal deadline to 19 April 2019.

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Contractual and completion risk

The Company has agreed to undertake the Acquisitions subject to fulfilment of certain conditions precedent. If any of the conditions precedent are not satisfied or waived, or any of the counterparties do not comply with their obligations, completion of the Acquisitions may be deferred or not occur. Failure to complete the Acquisitions would mean the Company may not be able to meet the requirements of ASX for re-quotation of its Securities, and the Company's listed securities will remain suspended from quotation until such time as the Company does recomply with the Listing Rules.

The ability of the Company to achieve its stated objectives will depend on the performance by the parties of their obligations under the Boulbi Agreement and Messok East Agreements. If any party defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy, which can be costly.

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Cameroon and Senegal

The Boulbi Project is located in Senegal and the Messok East Project is located in Cameroon, both of which are considered to be developing countries and as such subject to emerging legal and political systems compared with the system in place in Australia.

Possible sovereign risks include, without limitation, changes in the terms of mining legislation including renewal and continuity of tenure of permits, transfer of ownership of acquired permits to the Company, changes to royalty arrangements, changes to taxation rates and concessions, restrictions on foreign ownership and foreign exchange, changing political conditions, changing mining and investment policies and changes in the ability to enforce legal rights.

Future operations and profitability in Senegal and Cameroon may be affected by changing government regulations with respect, but not limited, to restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, mine safety and government and local participation. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral tenure and development could result in the loss, reduction or expropriation of entitlements. The occurrence of these and other various factors cannot be

accurately predicted and could have an adverse effect on the Company's future operations and profitability.

Any of these factors may, in the future, adversely affect the financial performance of the Company and the market price of its Shares. No assurance can be given regarding the future stability in these or any other country in which the Company may have an interest.

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Dilution

On completion of the Acquisitions, the Company proposes to issue Securities pursuant to the Acquisitions and in connection with the Capital Raising. On completion of the Acquisitions (assuming full subscription under the Capital Raising), the existing Shareholders will retain approximately 11% of the issued capital of the Company, the Vendors (and/or their nominees) will hold an aggregate of 13% and the investors under the Capital Raising will hold an aggregate of 76% of the issued capital of the Company.

The Company will also issue Options to certain Directors and the Lead Manager (and/or its nominees). There is a risk that the interests of Shareholders will be further diluted on conversion of these Options. There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the future development of the Company.

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Future capital requirements

The Company's growth through its proposed and future drilling and exploration campaigns will require substantial expenditure. The Company has no operating revenue and is unlikely to generate any operating revenue unless and until the projects are successfully explored, evaluated, developed and production commences. The future capital requirements of the Company will depend on many factors including its business development activities. While the Company believes its available cash and the net proceeds of the Capital Raising should be adequate to fund its business development activities, exploration program and other Company objectives in the short term as stated in this Notice, there can be no guarantees that it will be sufficient to successfully achieve all the objectives of the Company's overall business strategy.

If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Capital Raising and existing working capital, there can be no assurance that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or if at all.

Any additional equity financing may be dilutive to the Company's existing Shareholders and any debt financing if available, may involve restrictive covenants, which limit the Company's operations and business strategy. The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

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Earn-in Risk

Following completion of the Boulbi Acquisition, the Company will be a party to a joint venture for the management of the Boulbi Project. Under the terms of the Boulbi Earn-in Agreement, the Company will be required to spend a minimum amount of US$750,000 to earn-in an additional 21% interest in Valhalla (resulting in a 70% indirect interest in the Boulbi Project) and, if the Company fails to achieve the Earn-in Milestones, its interest in the Boulbi Project will be reduced to a 49% minority interest and the Company will lose effective control over the Boulbi Project.

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Exploration Costs

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates

and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company's viability.

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Exploration Success

The permits comprising the Boulbi Project and Messok East Project are at various stages of exploration and potential investors should understand that mineral exploration and development are high risk undertakings.

There can be no assurance that exploration of the permits, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

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Title Risk

The Company’s exploration activities are dependent upon the maintenance (including renewal) of the mineral exploration permits in which the Company will acquire an interest in. Maintenance of the Company’s future mineral exploration permits is dependent on, among other things, the Company’s ability to meet the licence conditions imposed by relevant authorities including compliance with the work program requirements which, in turn, is dependent on the Company being sufficiently funded to meet those expenditure requirements. Although the Company has no reason to think that the mineral exploration licences and permits in which it will have an interest in, will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed by the relevant granting authority.

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Mine Development

Possible future development of a mining operation at any of the Company's projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant parties and authorities, seasonal weather patterns, unanticipated technical and operation difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. No assurance can be given that the Company will achieve commercial viability through the development of the Boulbi Project and/or the Messok East Project.

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COVID-19 Risk

The global economic outlook is facing uncertainty due to the current COVID-19 pandemic, which has been having, and will likely continue to have, a significant impact on global capital markets, commodity prices and foreign exchange.

Supply chain disruptions resulting from the COVID-19 pandemic and measures implemented by governmental authorities around the world to limit the transmission of the virus (such as travel bans and quarantining) may, in addition to the general level of economic uncertainty caused by the COVID-19 pandemic, also adversely impact the Company’s operations, activities, financial position and prospects. The Directors are continuing to monitor the situation and will update the market in respect to any material impact regarding COVID-19.

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New Assets

The Company is undertaking the Acquisitions to establish a new business. Whilst the incoming Directors have extensive industry experience, there is no guarantee that the Company will be successful.

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Operational

The operations of the Company may be affected by various factors which are beyond the control of the Company, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents beyond the control of the Company.

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Commodity price volatility

As future revenues will primarily be derived from the sale of copper, nickel and cobalt, any future earnings will be closely related to the price of these commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for copper, nickel and cobalt, forward selling by producers, and production cost levels in major copper, nickel and cobalt producing regions.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration and development activities, as well as on its ability to fund those activities.

International prices of various commodities, including copper, nickel and cobalt, are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken in account in Australian dollars, consequently exposing the Company to fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined by the international markets.

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Reliance on key management personnel and labour shortages

The Company is reliant on a number of key personnel and consultants. The loss of one or more of these key contributors could have an adverse impact on the business of the Company. It may be difficult for the Company to attract and retain suitably qualified and experienced people, due to the relatively small size of the Company, compared with other industry participants.

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Contractual disputes

As with any contract, there is a risk that the business could be disrupted in situations where there is a disagreement or dispute in relation to a term of the contract. Should such a disagreement or dispute occur, this may have an adverse impact on the Company's operations and performance generally. It is not possible for the Company to predict or protect itself against all such risks.

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Competition

The Company will be subject to competition from other operators in the minerals and resources industry. A number of factors, including any one or more of the following, could increase the market share of any of those competitors relative to the Company's share and materially affect the Company's financial performance and position:

(i) acquiring or developing technologies which give them a competitive advantage;
(ii) lowering prices;
(iii) increasing scale or range of products or services; or
(iv) undertaking strategic moves to combine or consolidate their business.

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Insurance

The Company intends to insure its operations in accordance' with industry practice. However, insurance of all risks associated with exploration is not always available and, where it is available, the cost may be high. The Company will have insurance in place considered appropriate for the Company’s needs.

The business of the Company is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as extreme weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties, buildings, personal injury or death, environmental damage to properties of the Company or others, delays in mining, monetary losses and possible legal liability.

It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms.

The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. In addition, there is a risk that an insurer defaults in the payment of a legitimate claim by the Company.

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Occupational health and safety risk

The Company is committed to providing a healthy and safe environment for its personnel, contractors and visitors. Exploration activities have inherent risks and hazards. The Company provides appropriate instructions, equipment, preventative measures, first aid information and training to all stakeholders through its occupational, health and safety management systems.

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Mineral resources estimates

The Company does not presently have any JORC compliant resources on the mining permits. In the event that a resource is delineated this would be an estimate only. The interpretation of exploration results and mineral resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally made may alter significantly when new information or techniques become available. In addition, by their very nature, exploration results and mineral resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

2. General Risks

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Economic risks

Changes in the general economic climate in which Company operates may adversely affect the financial performance of Company. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, include, but are not limited to:

(i) general economic conditions;
(ii) changes in government policies, taxation and other laws;
(iii) the strength of the equity and share markets in Australia and throughout the world;

(iv) movement in, or outlook on, exchange rates, interest rates and inflation rates;
(v) industrial disputes in Australia and overseas;
(vi) changes in investor sentiment toward particular market sectors or commodities;
(vii) financial failure or default by an entity with which the Company may become involved in a contractual relationship; and
(viii) natural disasters, social upheaval or war.

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Litigation risks

The participation by the Company in the resources exploration industry may expose the Company to possible litigation risks, including tenure disputes, environmental claims, occupational health and safety claims and employee claims. The Company may also be involved in disputes with other parties in the future which may result in litigation.

Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not presently involved in litigation and the Directors are not aware of any basis on which any litigation against the Company may arise.

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Market conditions

Share market conditions may affect the value of the Shares regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and technology stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return to Shareholders arising from the transactions the subject of the Notice or otherwise.

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Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

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Macro-economic risks

Changes in the general economic outlook in Australia and globally may impact the performance of the Company and its projects. Such changes may include:

(i) uncertainty in the Australian economy or increases in the rate of inflation resulting from domestic or international conditions (including movements in domestic interest rates and reduced economic activity);

(ii) increases in expenses (including the cost of goods and services used by the Company);
(iii) new or increased government taxes, duties or changes in taxation laws; and
(iv) fluctuations in equity markets in Australia and internationally.

A prolonged and significant downturn in general economic conditions may have a material adverse impact on the Company’s trading and financial performance.

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Broader general risks

There are also a number of broader general risks which may impact the Company’s performance. These include:

(i) abnormal stoppages in normal business operations due to factors such as war, political or civil unrest, infrastructure failure or industrial disruption; and
(ii) higher than budgeted costs associated with the provision of service offerings.

Schedule 4 – Terms and Conditions of Lead Manager Options

The terms and conditions of the Options are as follows:

1 Entitlement

Each Option entitles the holder ( Holder ) to subscribe for Share upon exercise.

2 Exercise Price and Expiry Date

The Options are exercisable at $0.30 each (each an Exercise Price ).

Each Option will expire 3 years from the date of issue ( Expiry Date ).

3 Exercise Period

Each Option is exercisable at any time prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Options will automatically lapse.

4 Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the applicable Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5 Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

6 Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

7 Timing of Issue of Shares and Quotation of Shares on Exercise

Within 5 Business Days after the later of the following:

(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised; and
(b) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information the relevant date will be the date of receipt of a Notice of Exercise as set out in clause 4 above,

the Company will:

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

If, for any reason, a notice delivered under paragraph (d) is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

8 Participation in New Issues

There are no participation rights or entitlements inherent in the Options and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

9 Adjustment for Bonus Issues of Shares

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

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

10 Adjustment for Rights Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

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where:

O' = the new Exercise Price of the Option.
O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

11 Adjustments for Reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holder may be varied to comply with the ASX Listing Rules that apply to the reconstruction at the time of the reconstruction.

12 Quotation of Options

The Company will make no application for quotation of the Options.

13 Options Transferable

Unless otherwise determined by the Board, the Options are transferrable.

14 Lodgement Requirements

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on the exercise of the Options with the appropriate remittance must be lodged at the Company's registry.

Schedule 5 – Terms and Conditions of Management Performance Options

The terms and conditions of the Management Performance Options are as follows:

Entitlement

1.1 Each vested Management Performance Option entitles the holder of the option ( Holder ) to subscribe for, or to be transferred, one Share on payment of the Exercise Price.

Exercise Price, Expiry Date and Vesting Condition

TRANCHE	EXERCISE PRICE PER OPTION	EXPIRY DATE	VESTING CONDITION
Tranche 1: Class A Options	$0.001	24 months from the date of issue	Volume weighted average market price (as defined in the Listing Rules) of Shares for a period of 20 consecutive trading days on which Shares are traded (disregarding any intervening days on which no trades occurred, if any) (20 day VWAP) of $0.40
Tranche 2: Class B Options	$0.001	24 months from the date of issue	20 day VWAP of $0.80

Exercise Period

1.2 Each Management Performance Option is exercisable following satisfaction of the applicable Vesting Conditions and prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Management Performance Options will automatically lapse.

Conditions for Vesting and Exercise

1.3 Management Performance Options will only vest and be exercisable if the applicable Vesting Conditions (above) have been satisfied or waived by the Board (or in accordance with paragraph 1.19).

Method of Exercise

1.4 Following the issuing of a vesting notification to the Holder, the Management Performance Options are exercisable by the Holder within the Exercise Period, subject to the Holder delivering to the registered office of the Company or such other address as determined by the Board of:
1.5.1 a signed notice of exercise; and
1.5.2 subject to the cashless exercise option, a cheque or cash or such other form of payment determined by the Board in its sole and absolute discretion as satisfactory for the amount of the Exercise Price (if any).

No Issue Unless Cleared Funds

1.5 Where a cheque is presented as payment of the Exercise Price on the exercise of Options, the Company will not, unless otherwise determined by the Board, allot and issue or transfer Shares until after any cheque delivered in payment of the Exercise Price has been cleared by the banking system.

Minimum Exercise

1.6 Management Performance Options must be exercised in multiples of one hundred (100) unless fewer than one hundred (100) Management Performance Options are held by a Holder or the Board otherwise agrees.

Actions on Exercise

1.7 Following the exercise of Management Performance Options:
1.7.1 the Management Performance Options will automatically lapse; and
1.7.2 the Company will allot and issue, or transfer, the number of Shares for which the Holder is entitled to subscribe for or acquire through the exercise of the Management Performance Options.

Timing of the Issue of Shares on Exercise and Quotation

1.8 The Company must within five (5) business days after the later of the following:
1.8.1 receipt of a notice of exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Management Performance Option being exercised; and
1.8.2 when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a notice of exercise as detailed in clause 1.8.1 above,

the Company will:

1.8.3 allot and issue the Shares pursuant to the exercise of the Management Performance Options;
1.8.4 as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
1.8.5 apply for official quotation on ASX of Shares issued pursuant to the exercise of the Management Performance Options.
1.9 The Company’s obligation to issue such Shares shall be postponed if such Holder at any time after the delivery of a notice of exercise and payment of the Exercise Price for each Management Performance Option being exercised (if applicable) elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:
1.9.1 the Shares to be issued or transferred will be held by such Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding); and

1.9.2 the Company will apply a holding lock on the Shares to be issued or transferred and such Holder is taken to have agreed to that application of that holding lock.
1.10 The Company shall release the holding lock on the Shares on the earlier to occur of:
1.10.1 the date that is twelve (12) months from the date of issue of the Share; or
1.10.2 the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
1.10.3 the date a transfer of the Shares occurs pursuant to clause 1.12 of these terms and conditions.
1.11 Shares shall be transferable by such Holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 1.11.1.

Shares Issued on Exercise

1.12 Shares issued on the exercise of the Management Performance Options rank equally with all existing Shares.

Quotation of the Shares Issued on Exercise

1.13 If admitted to the official list of ASX at the time, the Company will apply to ASX for quotation of the Shares issued upon the exercise of the Management Performance Options.

Adjustment for Reorganisation

1.14 If there is any reconstruction of the issued share capital of the Company, the rights of the Holder will be varied to comply with the Listing Rules that apply to the reconstruction at the time of the reconstruction.

Participant in New Issues and Other Rights

1.15 A Holder who holds Management Performance Options is not entitled to:
1.15.1 notice of, or to vote or attend at, a meeting of the Shareholders;
1.15.2 receive any dividends declared by the Company; or
1.15.3 participate in any new issues of securities offered to Shareholders during the term of the Management Performance Options,

unless and until the Management Performance Options are exercised and the Holder holds Shares.

Adjustment for Rights Issue

1.16 If the Company makes an issue of Shares pro rata to existing shareholders (other than an issue in lieu of or in satisfaction of dividends or by way of dividend reinvestment) there will be no adjustment to the Exercise Price of an Option.

Adjustment for Bonus Issue of Shares

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

1.17.1 the number of Shares which must be issued on the exercise of an Management Performance Option will be increased by the number of Shares which the Holder would have received if the Holder had exercised the Management Performance Option before the record date for the bonus issue; and
1.17.2 no change will be made to the Exercise Price.

Change of Control

1.18 For the purposes of these terms and conditions, a " Change of Control Event " occurs if:
1.18.1 the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
1.18.2 a Takeover Bid:
- 1.18.2.1 is announced;
- 1.18.2.2 has become unconditional; and
- 1.18.2.3 the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
1.18.3 any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or
1.18.4 the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
1.19 Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur:
1.19.1 a Holder may exercise any or all of their Management Performance Options, regardless of whether the Vesting Conditions have been satisfied, provided that no Management Performance Option will be capable of exercise later than the Expiry Date; and
1.19.2 if the Board has procured an offer for all holders of Management Performance Options on like terms (having regard to the nature and value of the Management Performance Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Management Performance Options may elect to accept the offer and, if the holder has not so elected at the end of that offer period, the Management Performance Options, if not exercised within 10 days of the end of that offer period, shall expire.

Quotation

1.20 The Company will not seek official quotation of any Management Performance Options.

No Transfer of Management Performance Options

1.21 Management Performance Options are not transferable.

Management Performance Options to be Recorded

1.22 Management Performance Options will be recorded in the appropriate register of the Company.

Schedule 6 – Pro Forma Statement of Financial Position

	Ookami Limited Audited Balance Sheet at 31 December 2020 Sahel Minerals SARL Unaudited Balance Sheet at 31 December 2019 Cameroon Cobalt Pty Ltd Unaudited Balance Sheet at 15 February 2021 Acquisition of 100% of issued capital of Cameroon Cobalt Pty Ltd (100% Messok East Permit) (1) Acquisition of 57% of issued capital of Valhalla Pty Ltd (51% Boulbi Project) (2) Issue of 1,500,000 Lead Manager Options (3) Issue of 2,000,000 Management Performance Options (4) & (5) Elimination of investment in subsidiaries (6) Capital Raising (net of cost) (7) Unaudited Proforma on completion of Acquisitions
	AUD AUD AUD AUD AUD AUD AUD AUD AUD AUD
Current Assets Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets Non-Current Assets Investment in subsidiary Financial assets Intangible assets Property plant and equipment Exploration assets Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Total Current Liabilities Non-Current Liabilities Borrowings NC	195,271 166 - - - - - - 5,181,089 5,376,526 14,680 - - - - - - - - 14,680 19,974 - - - - - - - - 19,974
	229,925 166 - - - - - 5,181,089 5,411,180
	- - - 500,000 500,000 - - (1,000,000) - - 933,240 - - - - - - - - 933,240 146 - - - - - - - - 146 1,541 - - - - - - - - 1,541 - - 51,566 - - - - 1,000,000 - 1,051,566
	934,927 - 51,566 500,000 500,000 - - - - 1,986,493

	1,164,852 166 51,566 500,000 500,000 - - - 5,181,089 7,397,673
	193,492 20,299 - - - - - - - 213,791
	193,492 20,299 - - - - - - - 213,791


	- - 51,466 - - - - - - 51,467
Total Non-Current Liabilities	- - 51,466 - - - - - 51,467
TOTAL LIABILITIES	193,492 20,299 51,466 - - - - - - 265,258
NET ASSETS	971,360 (20,133) 100 500,000 500,000 - - - 5,181,089 7,132,415

EQUITY
Issued capital	27,439,194 2,430 100 500,000 500,000 - - (2,530) 5,181,089 33,813,396
Reserves	48,900 92 - - - 60,281 400,000 (92) 509,181
Accumulated losses	(26,516,735) (22,655) - - - (60,281) (400,000) 2,622 (27,190,162)
TOTAL EQUITY	971,360 (20,133) 100 500,000 500,000 - - - 5,180,316 7,132,415

Notes:

Acquisition of 100% of issued capital of Cameroon Cobalt through the issue of 2,500,000 Shares to the Messok East Vendors.
Acquisition of 57% of issued capital of Valhalla Minerals Ltd through the issue of 2,500,000 Shares to the Boulbi Vendors.
The issue of 1,500,000 Lead Manager Options with exercise price of $0.30, expiring 36 months from issue date.
The issue of 1,000,000 Management Performance Class A Options with exercise price of $0.001, expiring 24 months from issue date. The Management Performance Options vest upon the Company achieving a (20 day VWAP) of $0.40.
The issue of 1,000,000 Management Performance Class B Options with exercise price of $0.001, expiring 24 months from issue date. The Management Performance Options vest upon the Company achieving a (20 day VWAP) of $0.80.
The elimination of investment in subsidiary Cameroon Cobalt and Valhalla.
The issue of up to 28,888,865 Shares at an issue price of $0.20 per Share under the Capital Raising.

Ookami Limited | ABN 67 009 081 770

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

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

[HolderNumber]

Holder Number: [HolderNumber]

Your proxy voting instruction must be received by 10.00am (WST) on Monday, 12 April 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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The name and address shown above is

is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

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

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.

Lodging your Proxy Voting Form:

Online:

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

or scan the QR code below using your smartphone

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Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON: Automic

Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL: [email protected]

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

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share registry online at https://automic.com.au.

BY FACSIMILE: +61 2 8583 3040

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

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Ookami Limited to be held at 10.00am (WST) on Wednesday, 14 April 2021 at Address, 108 Outram Street, West Perth, WA 6008 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 een 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.

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vote in accordance with the

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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(s) 10, and 11 (except where I/we have indicated a different voting intention below) even though Resolution(s) 10 and 11 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 Your voting direction

Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For Against Abstain	Resolutions For	Resolutions For	Resolutions For	Against Abstain	Against Abstain	Against Abstain	Against Abstain
1. Change of Nature and Scale of Activities
							10. Issue of Management Performance Options Mr
							Joseph van den Elsen
2. Consolidation
							11. Issue of Management Performance Options Mr John
							Ciganek
3. Issue of Boulbi Vendor Shares
							12. Issue of Management Performance Options Mr
							Emmanuel Correia
4. Issue of the Messok East Vendors Shares
							13. Issue of Lead Manager Options to CPS Capital

5. Issue of Capital Raising Shares							14. Election of Director Mr Emmanuel Correia

6. Capital Raising Mr Faldi Ismail							15. Change of Company Name

7. Capital Raising Mr Joseph van den Elsen
							15. Selective Share Buy-back

8. Capital Raising Mr John Ciganek
							17. Section 195 Approval

9. Participation in Capital Raising Mr Emmanuel Correia
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 of your communications despatched by the Company electronically (where legally permissible).

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AI assistant

FIRST LITHIUM LIMITED — Proxy Solicitation & Information Statement 2021

64921_rns_2021-03-14_3d38e574-d1ed-4d07-b1d5-0d0a606ae72d.pdf

OOKAMI LIMITED ACN 009 081 770

NOTICE OF GENERAL MEETING

A General Meeting of the Company to be held at 108 Outram Street, West Perth, Western Australia 6008 on Wednesday, 14 April 2021 at 10.00am (WST)

OOKAMI LIMITED

ACN 009 081 770

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Change to Nature and Scale of Activities

Voting Exclusion

2. Resolution 2 – Consolidation

3. Resolution 3 – Issue of the Boulbi Vendors Shares

Voting Exclusion

4. Resolution 4 – Issue of the Messok East Vendors Shares

Voting Exclusion

5. Resolution 5 – Issue of Capital Raising Shares

Voting Exclusion

6. Resolution 6 – Related Party's Participation in Capital Raising – Mr Faldi Ismail

Voting Exclusion

7. Resolution 7 – Related Party's Participation in Capital Raising – Mr Joseph van den Elsen

Voting Exclusion

8. Resolution 8 – Related Party's Participation in Capital Raising – Mr John Ciganek

Voting Exclusion

9. Resolution 9 – Related Party's Participation in Capital Raising – Mr Emmanuel Correia

Voting Exclusion

10. Resolution 10 – Issue of Management Performance Options – Mr Joseph van den Elsen

Voting Exclusion

11. Resolution 11 – Issue of Management Performance Options – Mr John Ciganek

Voting Exclusion

12. Resolution 12 – Issue of Management Performance Options – Mr Emmanuel Correia

Voting Exclusion

13. Resolution 13 – Issue of Lead Manager Options to CPS Capital

Voting Exclusion

14. Resolution 14 – Election of Director – Mr Emmanuel Correia

15. Resolution 15 – Change of Company Name

16. Resolution 16 – Selective Share Buy-Back

Voting Exclusion

17. Resolution 17 – Section 195 Approval

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

2.3 Attendance at Meeting

3. Inter-Conditional Resolutions

4. ASX Requirements

5. Acquisitions

5.1 Company Background

5.2 The Acquisitions

Shareholders are advised that:

5.3 Boulbi Project

Overview and Location

Boulbi Project History

Geology

Proposed Exploration Program

5.4 Messok East Project

Overview

Messok East Project History

Geology

Proposed Exploration Program

5.5 Corporate Structure

5.6 Material Contracts

Boulbi Agreement

Boulbi Earn-in Agreement

Messok East Agreements

5.7 Capital Raising

5.8 Composition of Board of Directors

Mr Joseph van den Elsen (Managing Director)

Mr John Ciganek (Non-Executive Chairman)

Mr Emmanuel Correia (Non-Executive Director)

5.9 ASX waivers and confirmations

5.10 Pro forma statement of financial position

5.11 Pro forma capital structure

Notes:

5.12 Effect of the Acquisitions on control and substantial Shareholders

5.13 Proposed budget and intentions if the completion of the Acquisitions occur

5.14 Indicative timetable

FIRST LITHIUM LIMITED Proxy Solicitation & Information Statement 2021