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FORRESTANIA RESOURCES LIMITED AGM Information 2021

Oct 18, 2021

64945_rns_2021-10-18_81b4e6bf-9eb4-4dc7-919f-d0c38920d359.pdf

AGM Information

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FORRESTANIA RESOURCES LIMITED

ACN 647 899 698

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Forrestania Resources Limited (Company) will be held on Tuesday 30 November at 11am (AWST) at the office of Hall Chadwick, 283 Rokeby Road, Subiaco WA 6005.

The Explanatory Notes to this Notice provide additional information on the matters to be considered at the Meeting. The Explanatory Notes and the Proxy Form form part of this notice.

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BUSINESS OF THE MEETING

Item 1: Financial Statements and Reports

To receive and consider the Financial Report, the Directors’ Report and Auditor’s Report of the Company for the period ended 30 June 2021.

Item 2: Remuneration Report

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

“To adopt the Remuneration Report for the period ended 30 June 2021.”

Notes:

  • In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the Directors of the Company.

  • A voting exclusion statement applies to this resolution, as set out in the Explanatory Notes.

Item 3: Election of Director

To consider, and if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That Mr William Higgins, who was appointed as a Director effective 3 June 2021, and who holds office until the end of this meeting in accordance with Clause 7.3 of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for election, be elected as a Director of the Company.”

Item 4: Re-Election of Director

To consider, and if thought fit, pass the following Resolution as an ordinary resolution of the Company:

“That Mr John Hannaford, being a Director who is retiring in accordance with Clause 7.2 and ASX Listing Rule 14.4, and being eligible, offers himself for election, be re-elected as a Director of the Company”

Item 5: Additional 10% Placement Capacity

To consider, and if thought fit, pass the following Resolution as a special resolution of the Company:

“For the purpose of Listing Rule 7.1A and for all other purposes, to approve the issue of additional Equity Securities up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12-month period and on the terms and conditions set out in the Explanatory Memorandum.”

Note: A voting exclusion statement applies to this resolution, as set out in the Explanatory Notes.

ENTITLEMENT TO VOTE

The Directors have determined that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 11.00 a.m. (AWST) on Sunday 28 November 2021 (Entitlement Time), subject to any applicable voting exclusion.

This means that if you are not the registered holder of a Share in the Company at the Entitlement Time, you will not be entitled to vote at the Meeting.

MEETING ATTENDANCE

The Meeting will be held at the office of Hall Chadwick, 283 Rokeby Road, Subiaco WA 6005

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ANNUAL REPORT

Copies of the Company's 2021 Annual Report may be accessed on the Company’s website under the Investor Centre tab https://forrestaniaresources.com.au/investor-centre

VOTING OPTIONS AND PROXIES

Voting

If you do not plan to attend the Meeting in person, you are encouraged to complete and return the Proxy Form, which accompanies this Notice of Annual General Meeting.

Voting by Proxy

A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than two proxies to attend and vote in place of the Shareholder.

If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceeds that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

A proxy need not be a Shareholder of the Company. A body corporate appointed as a shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence (in an electronic format capable of distribution by email) of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Subject to the specific proxy provisions applying to Item 2 (see the Explanatory Notes below):

  • If a Shareholder has not directed their proxy how to vote, the proxy may vote (or abstain from voting) as the proxy determines, and

  • If a Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an item of business, the Chairman will vote in accordance with his voting intention as stated in this Notice of Meeting, namely in favour of each of the proposed resolutions set out in the Notice of Meeting

Proxy Voting by the Chairman

For Item 2, where the Chairman is appointed as a Shareholder’s proxy and that shareholder has not specified the way in which the Chairman is to vote on Item, the Shareholder is directing the Chairman to vote in accordance with the Chairman’s voting intentions for this Item of business, even though Item is connected directly or indirectly with the remuneration of Key Management Personnel.

The Chairman intends to vote all undirected proxies in favour of the resolutions in the Notice of Meeting, including Item 2.

Proxy Forms

To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Company’s Share Registry, as an original or by facsimile, no later than 11.00 a.m. (AWST) on Sunday 28 November 2021 (Proxy Deadline).

Proxy forms may be submitted in one of the following ways:

  • (i) By mail to Automic Pty Ltd PO Box 5193, Sydney NSW 2001. Please allow sufficient time so that it reaches Automic by the Proxy Deadline; 28 November 2021

  • (ii) By fax to Automic Pty Ltd on +61 2 8583 3040 (within Australia);

  • (iii) Online via https://investor.automic.com.au/#/loginsah; or

  • (iv) In person: Automic Level 5, 126 Philip Street, Sydney NSW 2000

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Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

CORPORATE REPRESENTATIVES

Where a shareholding is registered in the name of a corporation, the corporate Shareholder may appoint a person to act as its representative to attend the Meeting by providing that person with:

  • a. a letter or certificate authorising him or her as the corporation's representative, executed in accordance with the corporation's constitution; or

  • b. a copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

BY ORDER OF THE BOARD

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Simon Adams Company Secretary 19 October 2021

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Explanatory Notes

ITEM 1 – Financial Statements and Reports

As required by section 317 of the Corporations Act, the Financial Report, Directors' Report and Auditor’s Report of the Company for the most recent financial period will be presented at the Meeting. The Financial Report comprises the consolidated financial report of the Company and its controlled entities.

There is no requirement for a formal resolution on this Item.

The Chairman of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask questions about or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor, Hall Chadwick WA Audit (Hall Chadwick), questions about the Auditor’s Report, the conduct of its audit of the Company’s Financial Report for the period ended 30 June 2021, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of Hall Chadwick in relation to the conduct of the audit.

Shareholders may submit written questions to the Company in relation to the above matters. Written questions must be received no later than 5.00 p.m. (AWST) on 23 October 2021.

ITEM 2 – Adoption of Remuneration Report

Reasons for Resolution

In accordance with section 300A of the Corporations Act the Company has proposed a Remuneration Report for the consideration of Shareholders. As provided by section 250R(3) of the Corporations Act, the resolution on this item of business is advisory only and does not bind the Board or the Company.

The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. In order to align remuneration with shareholders’ interests, the framework:

  • Rewards executives for Company performance;

  • Provides competitive rewards to attract high calibre executives; and

  • Links executive rewards to shareholder value.

Directors’ Recommendation

Noting that each Director of the Company has a personal interest in their own remuneration the subject of this resolution, the Board does not consider it appropriate to make a recommendation to Shareholders in relation to voting on this resolution.

Voting Exclusion Statement

As required by the Corporations Act, the Company will disregard any votes cast in favour of Item 2 by any member of the Company’s Key Management Personnel (KMP) or a Closely Related Party of any such member unless the person:

  • (i) votes as a proxy appointed in writing that specifies how the person is to vote on the resolution; or (ii) is the Chairman of the Meeting and votes as a proxy appointed in writing that authorises the Chairman to vote on the resolution even though that resolution is connected with the remuneration of a member of the Company’s KMP.

What this means for Shareholders: If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in Item 2. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by

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marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can choose not to mark any of the boxes for Item 2 and give the Chairman your express authority to vote your undirected proxy (in which case the Chairman will vote in favour of this item of business).

Shareholders should be aware that the Chairman intends to vote all undirected proxies given to the Chairman in favour of the resolutions of the Annual General Meeting, including this Item 2, subject to compliance with the Corporations Act.

ITEM 3 - Election of Director – William Higgins

In accordance with the Company’s Constitution and ASX Listing Rule 14.4, a director appointed by the directors must not hold office past the next Annual General Meeting of the entity.

Mr William Higgins was appointed as a Director on 3 June 2021. Being eligible, Mr Higgins makes himself available for election at this Meeting. Details relevant to the consideration of Mr Higgin’s appointment are set out below.

Mr Higgins has more than a decade of experience as a geologist across multiple commodities, with a specialised expertise in gold exploration. He has identified the potential and planned exploration leading to significant gold discoveries in Western Australia, including Northern Star Resources’ Ramone mine located in the Eastern Goldfields region, and multiple economic discoveries and resource advancements in the Southern Cross Region.

Mr Higgins is a member of AIG with a Bachelor of Science Degree, majoring in Geology from University of Canterbury. He will be an independent Director of the Company.

Having had regard to the ASX Principles, the Company’s Board regards Mr Higgins as an independent director.

Directors’ Recommendation

The Directors (with Mr Higgins abstaining) unanimously support the election of Mr Higgins and recommend that Shareholders vote in favour of this resolution.

ITEM 4 – Re-election of Director – John Hannaford

In accordance with the Company’s Constitution and ASX Listing Rule 14.5, an election of Directors must be held at each annual general meeting. Clause 7.2(b) of the Constitution states that at each AGM, every Director who has been in office the longer of a period of three years as at the commencement of that meeting or a period since the conclusion of the earliest of the three annual general meetings immediately preceding that meeting must retire.

Mr John Hannaford was last elected by Shareholders on 12 February and pursuant to Clause 7.2(b)(iv) of the Constitution and ASX Listing Rule 14.4, retires by rotation. Being eligible, Mr Hannaford makes himself available for re-election at this Meeting. Details relevant to Mr Hannaford’s re-election are set out below.

Mr Hannaford was appointed as the Chairman of the Company on 12 February 2021. John is an experienced company director and executive with extensive experience as an ASX director, including Chairman. A qualified Chartered Accountant and Fellow of the Securities Institute of Australia, John has founded and listed several companies on ASX. He has also advised numerous companies through the ASX listing process in his Corporate Advisory career. He has established an extensive corporate network and gained a highly distinguished reputation over the last twenty years of corporate life in Australia.

Company’s Board does not regard Mr Hannaford as an independent director.

Directors’ Recommendation

The Directors (with Mr Hannaford abstaining) unanimously support the re-election of Mr Hannaford and recommend that Shareholders vote in favour of this resolution.

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ITEM 5 – Additional 10% Placement Capacity

ASX Listing Rule 7.1A provides that an eligible entity (as defined below) may seek security holder approval by special resolution at its Annual General Meeting to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the Annual General Meeting (10% Placement Capacity). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

Item 5 is a Special Resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Item 5 for it to be passed. If Item 5 is approved, the number of equity securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

An eligible entity is one that, as at the date of the relevant Annual General Meeting:

  • (a) is not included in the S&P/ASX 300 Index; and

  • (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $16 million (based on the number of Shares on issue which excludes restricted securities and the closing price of Shares on ASX on 8 October 2021).

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has the following classes of securities, being:

  • 28,050,000 quoted fully paid ordinary shares (ASX Code: FRS);

  • 12,000,000 unquoted options expiring 27/06/2025

  • 500,000 unquoted options expiring 17/08/2025; and

  • 5,750,000 unquoted options expiring 21/09/2025.

The number of equity securities that the Company may issue under the approval sought by Item 5 will be calculated in accordance with the following formula as set out in ASX Listing Rule 7.1A:

(A x D) – E

Where:

A = the number of fully paid Shares on issue at the commencement of the relevant period:

  • (i) plus, the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9,16 or 17;

  • (ii) plus, the number of Shares issued in the relevant period on the conversion of convertible securities under rule 7.2 exception 9 where:

  • a. the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • b. the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;

  • (iii) plus, the number of Shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

  • a. the agreement was entered into before the commencement of the relevant period; or

  • b. the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4;

  • (iv) plus, the number of fully paid Shares issued in the relevant period with approval under Listing Rules 7.1 and 7.4;

  • (v) Plus, the number of partly paid Shares that became fully paid in the relevant period;

  • (vi) less the number of fully paid Shares cancelled in the relevant period.

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D = 10%.

  • E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement to issue has not been subsequently approved by Shareholders under Listing Rule 7.4; and

  • “relevant period” means the 12-month period immediately preceding the date of the issue or agreement.

Specific information required by Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Item 5:

Minimum price

Under the ASX Listing Rules, the securities may only be issued for cash consideration per security which is not less than 75% of the volume weighted average price of securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

  • (a) the date on which the price at which the equity securities are to be issued is agreed; by the Company and the recipient of the securities; or

  • (b) if the securities are not issued within 10 ASX trading days of the date in paragraph (a) above, the date on which the securities are issued.

Risk of voting dilution

Shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of equity securities under the 10% Placement Capacity, including the risk that:

  • the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting where approval is being sought; and

  • the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the date of issue.

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any equity securities under the issue.

If Item 5 is approved and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of the Shares and the current number of Shares on issue as at the date of this Notice of Meeting. The table also assumes that no options on issue are exercised into Shares before the date of issue of the equity securities.

Dilution Dilution Dilution
Variable "A" in Listing Rule
7.1A.2
$0.16
50% decrease
in Issue Price
$0.32
Issue Price
$0.64
100% increase
in Issue Price
Current Variable A
28,050,000
10% Votingdilution 2,805,000 2,805,000 2,805,000
Funds Raised $4,488,000 $8,976,000 $17,952,000
50% increase in current
Variable A
42,075,000
10% Voting dilution 4,207,500 4,207,500 4,207,500
Funds Raised $6,732,000 $13,464,000 $26,928,000
100% increase in current
Variable A
56,100,000
10% Voting dilution 5,610,000 5,610,000 5,610,000
Funds Raised $8,976,000 $17,952,000 $35,904,000

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The table also shows the voting dilution impact where the number of Shares on issue (Variable "A" in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.[1 ]

Notes:

  1. The table has been prepared on the following assumptions:

  2. (a) The Company issues the maximum number of shares available under ASX Listing Rule 7.1A;

  3. (b) The table shows only the effect of shares issued under ASX Listing Rule 7.1A and does not factor in the Company’s ability to issue up to 15% of its issued capital under ASX Listing Rule 7.1;

  4. (c) The current issue price is $0.32, being the closing price of the Shares on ASX on 8 October 2021.

  5. (d) The current number of securities on issue is the Shares on issue as at 8 October 2021, being 51,000,000 of which 22,950,000 are restricted securities.

The table shows:

  • two examples where the number of shares in Variable “A” has increased by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require approval (for example, a pro rata entitlements issue) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

  • two examples of where the issue price of shares has decreased by 50% and increased by 100% against the current market price.

Period for which the approval will be valid

If Shareholder approval is granted for Item 8, then that approval will expire on the earlier of:

  • (a) 30 November 2022, being 12 months from the date of the Meeting;

  • (b) the time and date of the Company’s next Annual General Meeting; or

  • (c) the time and date Shareholder approval is granted to a transaction under ASX Listing Rule 11.1.2 (proposed change to nature and scale of activities) or ASX Listing Rule 11.2 (change involving main undertaking).

The approval under ASX Listing Rule 7.1A will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

Purpose of Issue under 10% Placement Capacity

The Company may issue equity securities under the 10% Placement Capacity for various purposes including general working capital purposes and to raise funds to further develop the Company’s projects. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any Equity Securities.

Allocation under the 10% Placement Capacity

The allottees of the equity securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of equity securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

  • (a) the purpose of the issue;

  • (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

  • (c) the effect of the issue of the equity securities on the control of the Company;

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

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  • (e) prevailing market conditions; and

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

The Company has not previously issued any securities under Listing Rule 7.1A in the previous 12 months (since it has not previously had that capacity), for the purposes of Listing Rule 7.3A.6.

Director’s Recommendation

The directors unanimously recommend that Shareholders vote in favour of the resolution in Item 5.

Voting Exclusion statement

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

  • a person who is expected to 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 Company); or

  • an associate of that person or those persons.

However, the Company need not disregard a vote if it is cast by:

  • a person as a 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

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

  • 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.

Note: In accordance with ASX Listing Rule 14.11.1, as at the date of this Notice of Meeting it is not known who may participate in any placement utilising the 10% Placement Capacity (if any). On that basis, no Shareholders are currently excluded from voting on this Resolution.

Chairman’s Voting Intention

The Chairman of the Meeting intends to vote all available undirected proxies in favour of all Resolutions.

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GLOSSARY

10% Placement Capacity has the meaning given in Item 5 of the Notice.

AWST means Australian Western Standard Time as observed in Perth, Australia.

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

Associate has the meaning given to that term in Division 2 of Part 1.2 of the Corporations Act, as the context requires.

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules means the Listing Rules of the ASX, as amended or replaced from time to time except to the extent of any express written waiver by ASX.

ASX Principles means the ASX Corporate Governance Principles and Recommendations (4th edition). Board means the current board of directors of the Company.

Closely Related Party has the meaning as defined in section 9 of the Corporations Act. Company means Forrestania Resources Limited (ACN 647 899 698). Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Eligible Entity means an entity that at the relevant date:

(a) Is not included in the A&P/ASX 300 Index; and

(b) Has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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

Explanatory Notes means the Explanatory Notes accompanying the Notice.

Items means the resolutions set out in the Notice, or any one of them, as the context requires. Key Management Personnel or KMP has the meaning as defined in section 9 of the Corporations Act. Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting and the explanatory notes accompanying the Notice and the Proxy Form. Proxy Deadline means 11 a.m. (AWST) on Sunday 28 November 2021.

Proxy Form means the proxy form accompanying the Notice. Related Body Corporate has the meaning set out in in section 50 of the Corporations Act. Remuneration Report means the remuneration report set out in the Director’s Report section of the Company’s annual financial report for the period ended 30 June 2021.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Share means a fully paid ordinary Share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Voting Exclusion means the exclusion of particular Shareholders from voting on a particular Resolution. VWAP means the volume weighted average price of the Company’s securities traded on ASX over a 15-day period.

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Forrestania Resources Ltd | ACN 647 899 698

Proxy Voting Form

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

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Holder Number:

Your proxy voting instruction must be received by 11.00am (AWST) on Sunday, 28 November 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 VOTE ONLINE

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Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

  • ✓ Save Money: help minimise unnecessary print and mail costs for the Company.

  • ✓ It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.

  • ✓ Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

SUBMIT YOUR PROXY VOTE BY PAPER

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

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/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.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

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

Return your completed form

All enquiries to Automic

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Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Forrestania Resources Ltd, to be held at 11.00am (AWST) on Tuesday 30 November 2021 at the office of Hall Chadwick, 283 Rokeby Road, Subiaco WA 6005 hereby:

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

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

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

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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 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Resolutions For Against Abstain

  1. Remuneration Report

  2. Election of Director

  3. Re-Election of Director

  4. Additional 10% Placement Capacity

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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.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED 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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