G50 CORP LIMITED — Proxy Solicitation & Information Statement 2024

Apr 4, 2024

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5 April 2024

Notice of Extraordinary General Meeting and Proxy Form

Gold 50 Limited (Gold 50 or the Company) (ASX: G50)

In accordance with Listing Rule 3.17, Gold 50 Limited (Gold 50 or the Company) attaches a copy of the following documents:

1. Letter to Shareholders regarding arrangements for an Extraordinary General Meeting;

2. Notice of General Meeting; and

3. Proxy Form

Background

Gold 50 Limited listed on the ASX on August 6[th] , 2021. Since then the company has executed multiple exploration programs across Nevada and Arizona, USA. Exploration success at our flagship Golconda Project in Arizona culminated in a new precious metals discovery and what is now becoming a globally significant gallium discovery.

In recognition of the opportunities that Golconda represents, the Board believes a name change of the company reflects its new and broadening global appeal.

The company’s core competencies remain its people and its processes and we look forward to the current year and beyond as we embark on a transformational year for the company and our projects.

A name change of the company from Gold 50 Limited to G50 Corp Limited is proposed to better reflect the evolving nature of the business undertaking. An additional focus on critical minerals including gallium and indium will complement the existing gold property portfolio.

This announcement has been approved for release by the Managing Director of Gold 50 Limited.

For enquiries:

Mark Wallace Managing Director Gold 50 Limited queries@gold50.com +61 2 8355 1819

Gold 50 Limited Gold 50 Limited Suite 5.03 Suite 16.01, 213 Miller Street Level 5, 140 Arthur Street North Sydney, NSW 2060 North Sydney, NSW 2060

ABN: 18 645 022 233

gold50.com | ASX:G50

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ABOUT GOLD 50

Gold50 is a precious metals exploration company focussed on the South West of the United States of America. Gold50 currently operates in Arizona at its Golconda Project and in the Walker Lane Trend of Nevada at its Spitfire, Caisson, Broken Hills and Top Gun projects.

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5 April 2024

Dear Shareholders,

The Directors believe that in order to align the company’s objectives to pursue gold and other critical minerals, that the name of the Company intends to change its name to G50 Corp Limited. Shareholders will be asked to approve such change at an Extraordinary meeting to be held Tuesday 7 May 2024, commencing at 11.00AM. On behalf of the Directors of the Company I invite shareholders to join us at the meeting at the Company’s office at Suite 16.01 Level 16, 213 Miller Street, North Sydney NSW 2060.

In accordance with section 110D Corporations Act 2002 a hard copy of the Notice of Meeting and Proxy Form will not be mailed ahead of the Meeting. However, it will be possible to view and download a copy of the Notice of Meeting and Proxy Form available at https://www.gold50.com/investors/announcements/ or at our share registry’s website www.investorserve.com.au by logging in and selecting Company Announcements from the main menu.

The Directors strongly encourage all shareholders to lodge a directed proxy form by 11am (AEST) on Sunday 5 May 2024 to enable all proxy votes to be counted. Any questions regarding the business of the meeting may be submitted in writing to queries@gold50.com at least 7 days before the Meeting.

The Corporations Amendment (Meetings and Documents) Act 2022 (Amendment Act) includes a requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act (Notice). The Company has fulfilled this requirement by making a Notice available on our website at https://www.gold50.com/investors/announcements/.

Any further updates required to be given in relation to the Meeting will be made available to shareholders on the Company’s website and the Company’s ASX announcements platform.

Yours faithfully,

Robert Reynolds, Chairman For and on behalf of the Board

Gold 50 Limited Suite 16.01, 213 Miller Street North Sydney, NSW 2060 Gold 50 Limited Suite 5.03

ABN: 18 645 022 233 Level 5, 140 Arthur Street

gold50.com | ASX:G50

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Notice of extraordinary general meeting and explanatory memorandum

Gold 50 Limited ACN 645 022 233

Date: Tuesday 7 May 2024 Time: 11.00 am (AEST) Place: Gold 50 Offices, Suite 16.01 Level 16, 213 Miller Street, North Sydney NSW 2060

N O T I C E O F E X T R A O R D I N A R Y G E N E R A L M E E T I N G

Notice is given that an Extraordinary General Meeting of Gold 50 Limited ACN 645 022 233 (the Company) will be held on 7 May 2024 at 11.00 am (AEST)

The Board encourages Shareholders to monitor the ASX and the Company’s website for any updates in relation to the Meeting that may need to be provided. In the meantime, the Board encourages Shareholders to submit their proxies as early as possible.

BUSINESS OF THE MEETING

Shareholders are invited to consider the following item of business at this Extraordinary General Meeting:

Resolution 1	Change of Name (Special Resolution)
Resolution (Advisory)	To consider and, if thought fit, pass the following resolution as aspecial resolution: “That, in accordance with sections 157 and 136(2) of the Corporations Act and for all other purposes, the name of the Company be changed to G50 Corp Limited, and all references to the Company’s name in the Constitution be replaced with references to G50 Corp Limited, with effect from the date that ASIC alters the details of the Company’s registration.” ~~o~~
Voting Exclusion and Prohibition	No voting exclusions or prohibitions apply to this resolution.

Dated: 5 April 2024

By order of the Board of Gold 50 Limited

Eryl Baron

Company Secretary

Gold 50 Limited | General Meeting 2024

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QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company . Please send your written questions to queries@gold50.com by no later than 11.00am (AEST) on 30 April 2024. Your questions should relate to matters that are relevant to the business of the Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum. During the course of the Meeting, the Chair will seek to address as many shareholder questions as reasonably practicable. However, there may not be sufficient time to answer all questions at the Meeting. Please note that individual responses may not be sent to shareholders.

VOTING INFORMATION

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Meeting may appoint one proxy or, if the shareholder is entitled to cast two or more votes at the meeting, two proxies, to attend and vote instead of the shareholder.

• (b) Where two proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.

• (c) A proxy need not be a shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.

• (e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than one proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 11.00am (AEST) on 5 May 2024 :

• online by going to: https://www.votingonline.com.au/G502024EGM ; or

• by post to Boardroom Pty Limited: GPO Box 3993, Sydney NSW 2001; or

• by facsimile: +61 2 9290 9655.

Voting and other entitlements at the General Meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (AEST) on 5 May 2024 will be taken to be held by the persons who held them at that time for the purposes of the General Meeting (including determining voting entitlements at the meeting). If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chair of the Meeting intends to vote all available undirected proxies in favour of each item of business.

Gold 50 Limited | General Meeting 2024

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E X P L A N A T O R Y M E M O R A N D U M T O N O T I C E O F 2 0 2 4 G E N E R A L M E E T I N G

Resolution 1	Change of Name (Special Resolution)
Explanation	A name change of the company from Gold 50 Limited to G50 Corp Limited is required to better reflect the evolving nature of the business undertaking. An additional focus on critical minerals including gallium and indium will complement the existing gold property portfolio.
Voting Exclusion	No voting exclusion statement applies to this resolution, as set out in the Notice.
Board Recommendation	The Board unanimously recommends that Shareholders vote in favour of the Resolution.
Chair’s available proxies	The Chair of the Meeting intends to vote all available proxies in favour of the Resolution.

DEFINITIONS

Board	means the Company’s Board of Directors.
CompanyorGold 50	means Gold 50 Limited
Constitution	means the constitution of Gold 50 Limited.
Corporations Act	means_Corporations Act 2001 (C’th_).
Director	means a director of the board of Gold 50 Limited.
Explanatory Memorandum	means this explanatory memorandum accompanying and forming part of this Notice.
Meeting	means the extraordinary general meeting of the Company on 7 May 2024 to which the Notice relates.
Notice	means this notice of meeting of the Company, including the accompanying Explanatory Memorandum.
Resolution	means a resolution set out in this Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a holder of at least one Share.

Gold 50 Limited | General Meeting 2024

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (AEST) on Sunday 5 May 2024.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/G502024EGM STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (AEST) on Sunday 5 May 2024. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/G502024EGM  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration

Gold 50 Limited ABN 18 645 022 233

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Gold 50 Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at the Gold 50 Offices, Suite 16.01 Level 16, 213 Miller Street, North Sydney NSW 2060 on Tuesday, 7[th] May 2024 at 11:00am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting will vote all undirected proxies in favour of the resolution. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

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For Against Abstain
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Resolution 1 Change of Name (Special Resolution)

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024