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GALILEE ENERGY LIMITED — Proxy Solicitation & Information Statement 2025
Apr 6, 2025
64994_rns_2025-04-06_9639df1d-a5e1-44a5-8d7b-6eb21c8a7d17.pdf
Proxy Solicitation & Information Statement
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Need assistance?
Phone:
1300 552 270 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
GLL
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Galilee Energy Limited General Meeting
The Galilee Energy Limited General Meeting will be held on Thursday, 8 May 2025 at 11.00am (AEST). You are encouraged to participate in the meeting using the following options:
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MAKE YOUR VOTE COUNT
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:
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Control Number: 999999
SRN/HIN: I9999999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For your proxy appointment to be effective it must be received by 11.00am (AEST) Tuesday, 6 May 2025.
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ATTENDING THE MEETING IN PERSON
The meeting will be held at:
Piper Alderman, Level 26, Riparian Plaza, 71 Eagle Street, Brisbane QLD 4000
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
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GALILEE ENERGY LIMITED
ACN 064 957 419
Notice of General Meeting and Explanatory Memorandum
Date of Meeting: Thursday, 8 May 2025 Time of Meeting: 11:00am (AEST) Place of Meeting: Piper Alderman Level 26, Riparian Plaza 71 Eagle Street Brisbane QLD 4000
Notice of Meeting
Notice is given that a general meeting of the Shareholders of Galilee Energy Limited ACN 064 957 419 ( Company ) will be held physically at the offices of Piper Alderman at Level 26, Riparian Plaza, 71 Eagle Street, Brisbane QLD 4000 on Thursday, 8 May 2025 at 11:00am (AEST).
Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the meaning ascribed to them in the Glossary contained at the end of the Explanatory Memorandum.
This Notice of Meeting should be read in its entirety, together with the Explanatory Memorandum and the enclosed Proxy Form.
1. Resolution 1 – Ratify the issue of 133,333,333 Shares issued under the Placement
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 133,333,333 Shares by way of private placement to sophisticated and professional investors at an issue price of $0.006 per Share in accordance with the terms set out in the Explanatory Memorandum, be ratified.”
Voting Exclusion Statement for Resolution 1
The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any of their respective Associates.
However, this does not apply to a vote cast in favour of Resolution 1 by:
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(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or
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(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:
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(1) 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 Resolution 1; and
(2) the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.
Page 2
Notice of Meeting
2. Resolution 2 – Approval to issue 16,666,667 Shares to Mr Raymond Shorrocks or his nominated Associate
To consider, and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:
“ That, for the purpose of Listing Rule 10.11 and for all other purposes, the issue and allotment of 16,666,667 Shares at an issue price of $0.006 to Mr Raymond Shorrocks (or his nominated Associate) in accordance with the terms set out in the Explanatory Memorandum, be approved. ”
Voting Exclusion Statement for Resolution 2
The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issues of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any of their respective Associates.
However, this does not apply to a vote cast in favour of Resolution 2 by:
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(a) a person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with directions given to the proxy or attorney to vote on Resolution 2 in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 as the Chair decides; or
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(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:
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(1) 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 Resolution 2; and
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(2) the holder votes on Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way.
3. Resolution 3 – Approval to issue 16,666,667 Shares to Mr Greg Columbus or his nominated Associate
To consider, and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:
“ That, for the purpose of Listing Rule 10.11 and for all other purposes, the issue and allotment of 16,666,667 Shares at an issue price of $0.006 to Mr Greg Columbus (or his nominated Associate) in accordance with the terms set out in the Explanatory Memorandum, be approved. ”
Voting Exclusion Statement for Resolution 3
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issues of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any of their respective Associates. However, this does not apply to a vote cast in favour of Resolution 3 by: (a) a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with directions given to the proxy or attorney to vote on Resolution 3 in that way; or
Page 3
Notice of Meeting
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(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 as the Chair decides; or
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(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:
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(1) 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 Resolution 3; and
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(2) the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.
By order of the Board
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Andrew Ritter
Company Secretary Galilee Energy Limited 7 April 2025
Page 4
Notice of Meeting
Voting and Attendance Entitlement
The Board has determined that those persons who are registered as holding Shares as at 7:00pm (AEST) on Tuesday, 6 May 2025, will be entitled to attend and vote at the Meeting. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
If more than one joint holder of a Share is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the Company’s Share register will be counted.
Action to be Taken by Shareholders
A Shareholder who is entitled to attend and vote at the Meeting may appoint a person, who need not be a Shareholder, as the Shareholder’s proxy to attend and vote on behalf of the Shareholder.
A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the Proxy Form. If in respect of any of the items of business you do not direct your proxy how to vote, you are directing your proxy to vote as he or she decides. If you mark the abstain box for a particular item you are directing your proxy to not vote on your behalf and your Shares will not be counted in computing the required majority in the event of a poll.
For proxies without voting instructions that are exercisable by the Chair, the Chair intends to vote those proxies in favour of Resolutions 1 to 3 (inclusive). The Chair will be deemed to be appointed where a signed Proxy Form is returned that does not contain the name of the proxy or where the person appointed on the form is absent from the Meeting.
A Proxy Form accompanies this Notice of Meeting. Should you wish to appoint a proxy, please complete the Proxy Form and return it at least 48 hours before the Meeting, being no later than 11:00am (AEST) on Tuesday, 6 May 2025 to:
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(a) if by fax: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia);
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(b) if online: by visiting www.investorvote.com.au and logging in using the control number found on the front of your Proxy Form or, in the case of custodians/institutions, lodging their proxy instruction online by visiting www.intermediaryonline.com; or
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(c) if by mail: C/- Computershare Investor Services Pty Limited
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GPO Box 242 Melbourne VIC 3001
If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the Proxy Form.
Attorney
A Shareholder may appoint an attorney to act on their behalf. Such appointment must be made by a duly executed power of attorney, a copy of which must be provided by the attorney at the point of entry to the Meeting (original or certified copy), together with satisfactory evidence of their identity (name and address etc.).
Corporate Representatives
A Shareholder which is a corporation may appoint an individual to act as its representative to attend and vote at the Meeting. The appointment must comply with section 250D of the Corporations Act, meaning that the Company will require a certificate of appointment of corporate representative executed in accordance with section 250D of the Corporations Act. The completed certificate should be lodged with the Company’s Share registry before the Meeting or at the registration desk on the day of the Meeting.
Required Majorities
Resolutions 1 to 3 (inclusive) are Ordinary Resolutions, each requiring a simple majority of the votes cast by Shareholders entitled to vote be cast in favour of the Resolution.
Each of the Resolutions will be considered by way of a poll. Accordingly, every Shareholder shall have one vote for every Share registered in their name as at 7:00pm (AEST) on Tuesday, 6 May 2025.
General
All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions set out on the Proxy Form.
Shareholders, their proxy or corporate representatives who plan on attending the Meeting are asked to arrive at the venue at least 30 minutes prior to the time the Meeting is scheduled to commence, so that Shareholders can be checked against the Company’s Share register, or appointment as proxy, attorney or corporate representative can be verified and their attendance noted.
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Explanatory Memorandum
This Explanatory Memorandum contains an explanation of, and information about, the Resolutions to be considered at the Meeting. Shareholders should read this Explanatory Memorandum in full. This Explanatory Memorandum forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.
This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. If you are in any doubt about what to do in relation to either of the Resolutions, you should consult your financial or other professional adviser.
Capitalised terms used in the Notice of Meeting and in this Explanatory Memorandum have the meaning ascribed to them in the Glossary contained at the end of this Explanatory Memorandum.
Background to the Placement
On 24 March 2025, the Company announced that it had received firm commitments to undertake a placement of Shares to raise $1 million (before expenses) through the issue of 166,666,667 Shares at an issue price of $0.006 per Share ( Placement ), as follows:
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(a) the issue of 133,333,333 Shares to sophisticated and professional investors, raising $800,000 (before expenses) (the subject of Resolution 1); and
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(b) an agreement to subsequently issue a further 33,333,334 Shares to raise a further $200,000 (before expenses), as follows:
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(1) 16,666,667 Shares to Spring Street Holdings Pty Ltd, being an Associate of Mr Raymond Shorrocks (the subject of Resolution 2); and
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(2) 16,666,667 Shares to Discovery Investments Pty Ltd, being an Associate of Mr Greg Columbus (the subject of Resolution 3),
which was conditional on Shareholder approval being obtained for that issue.
The funds raised from the Placement will be used to fund the Company’s administration costs and general working capital expenses.
Resolution 1 – Approval to ratify 133,333,333 Shares issued under the Placement
As noted above, on 24 March 2025 the Company announced the Placement, which included the issue of 133,333,333 Shares to sophisticated and professional investors.
These Shares were issued in reliance on the Company’s placement capacity under Listing Rules 7.1 and 7.1A, specifically, 77,614,045 Shares were issued under Listing Rule 7.1 and 55,719,288 were issued under Listing Rule 7.1A.
Resolution 1 seeks the ratification of 133,333,333 Shares which were issued by the Company under its 15% Placement Capacity under Listing Rule 7.1 and its 10% Additional Placement Capacity under Listing Rule 7.1A.
Broadly speaking, and subject to a number of exceptions, Listing Rules 7.1 and 7.1A limit the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% and 10% respectively of the fully paid ordinary shares it had on issue at the start of that period.
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Explanatory Memorandum
Listing Rule 7.4 allows the shareholders of a listed company to subsequently ratify the previous issues of securities made without prior shareholder approval under Listing Rules 7.1 and 7.1A, provided the issue did not breach the thresholds set by Listing Rules 7.1 and 7.1A.
If such approval is obtained, the issue is taken to have been approved under Listing Rules 7.1 and 7.1A and so does not reduce the Company’s capacity to issue further Equity Securities without first obtaining shareholder approval under those rules.
The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A and, thus, the Company is seeking ratification of the Shares issued pursuant to the Placement by Resolution 1.
The Company confirms that the issue and allotment of the Shares did not breach Listing Rules 7.1 and 7.1A at the date of issue.
If Resolution 1 is passed, the Shares issued pursuant to the Placement will not be deducted from the Company’s 15% Placement Capacity in Listing Rule 7.1 and 10% Additional Placement Capacity limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of issue.
If Resolution 1 is not passed, the relevant issue will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1 and 10% Additional Placement Capacity limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of issue.
For the purposes of Listing Rule 7.5, the following information is provided in respect of Resolution 1:
| Names of allottees | The Shares issued under the Placement were issued to various professional and sophisticated investors selected by the Company in consultation with the Lead Manager. None of the allottees for which Shareholder approval is being sought for the purpose of Resolution 1 are Related Parties of the Company. No Director or any of their Associates have participated in or will receive any Shares pursuant to Resolution 1, however, as set out in elsewhere in this Explanatory Memorandum, certain Directors (Messrs Shorrocks and Columbus) or their nominated Associates may receive Shares subject to the passing of Resolutions 2 and 3. |
|---|---|
| Number and class of securities issued |
133,333,333 Shares. The Shares are fully paid ordinary shares which rank equally with all other Shares on issue. |
| Date of issue | The Shares were issued on 1 April 2025. |
| Issue price | The issue price for the Shares was $0.006 per Share. |
| Purpose | The purpose of the Placement the subject of Resolution 1 was to raise $800,000 (before expenses), which will be used to fund the Company’s administration costs and general working capital expenses. |
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Explanatory Memorandum
The relevant placement agreements provided that the issue price is Material terms of $0.006 per Share and included various other conditions usual for a agreement placement of this sort.
The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 and advise that they intend to vote any Shares that they own or control in favour of Resolution 1.
The Chair intends to vote all undirected proxies in favour of Resolution 1.
Resolutions 2 & 3 – Approval to issue Shares to Directors or their nominated Associates
As detailed in the section of this Explanatory Memorandum titled “ Background to Placement ” on page 6, the Company received firm commitments from Associates of Messrs Raymond Shorrocks and Greg Columbus ( Participating Directors ) to subscribe for Shares under the Placement, on the same terms as other participants to the Placement, subject to the Company having obtained Shareholder approval, as follows:
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(a) Spring Street Holdings Pty Ltd, being an Associate of Mr Shorrocks (executive Chairman), subscribed for 16,666,667 Shares; and
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(b) Discovery Investments Pty Ltd, being an Associate of Mr Columbus (non-executive Director), subscribed for 16,666,667 Shares.
Listing Rule Requirements
Listing Rule 10.11 requires, among other things, that the Company obtain Shareholder approval prior to the issue of equity securities to a Related Party or any of their Associates.
As the Participating Directors are Directors of the Company, Shareholder approval is being sought under Resolutions 2 and 3 for the issue of 16,666,667 Shares to Associates of each Participating Director on the same terms as other participants in the Placement.
If Resolution 2 is passed, the Company will be able to issue Shares to Spring Street Holdings Pty Ltd, being an Associate of Mr Shorrocks.
If Resolution 3 is passed, the Company will be able to issue Shares to Discovery Investments Pty Ltd, being an Associate of Mr Columbus.
If Resolution 2 is not passed, the Company will be unable to issue Shares to Spring Street Holdings Pty Ltd, being an Associate of Mr Shorrocks, reducing the amount of cash it will receive under the Placement.
If Resolution 3 is not passed, the Company will be unable to issue Shares to Discovery Investments Pty Ltd, being an Associate of Mr Columbus, reducing the amount of cash it will receive under the Placement.
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Explanatory Memorandum
For the purposes of Listing Rule 10.13, the following information is provided in respect of Resolutions 2 and 3:
| Name of allottees | If: (a) Resolution 2 is passed, Shares will be issued to Spring Street Holdings Pty Ltd, being an Associate of Mr Shorrocks (executive Chairman); and (b) Resolution 3 is passed, Shares will be issued to Discovery Investments Pty Ltd, being an Associate of Mr Columbus (non- executive Director). |
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| Which category in rules 10.11.1 – 10.11.5 the person falls within and why |
As the Participating Directors are Related Parties of the Company by virtue of their position as Directors, they each fall within Listing Rule 10.11.1 and their Associates fall within ASX Listing Rule 10.11.4. |
| Number and Class | The number of securities proposed to be issued pursuant to Resolutions 2 and 3 is 33,333,334 Shares, comprising of: (a) 16,666,667 Shares to Spring Street Holdings Pty Ltd; and (b) 16,666,667 Shares to Discovery Investments Pty Ltd. The Shares proposed to be issued pursuant to Resolutions 2 and 3 are on the same terms as those issued under the Placement. All Shares issued pursuant to Resolutions 2 and 3 will, from their date of issue, rank equally with all other Shares on issue. The Company will apply for those Shares to be quoted on the ASX. |
| Date of issue | The Shares to be issued pursuant to Resolutions 2 and 3 will be issued as soon as practicable following the Meeting, and in any event, will be issued no later than one month after the Meeting. |
| Issue price | The issue price will be $0.006 per Share. |
| Purpose | The purpose of the Placement the subject of Resolutions 2 and 3 is to raise $200,000 (before expenses), which will be used to fund the Company’s administration costs and general working capital expenses. |
| Remuneration | The issue of the Shares pursuant to Resolutions 2 and 3 is not intended to remunerate the Participating Directors. |
| Material terms of agreement |
The relevant placement agreements provided that the issue price is $0.006 per Share and included various other conditions usual for a placement of this sort. |
Pursuant to Chapter 2E of the Corporations Act, a public company cannot give a financial benefit to a related party unless an exception applies or shareholders have in a general meeting approved the giving of that financial benefit to the related party. The Participating Directors are Directors and, therefore, they and their Associates are Related Parties of the Company.
The Board has formed the view that Shareholder approval pursuant to section 208 of the Corporations Act is not required for the proposed issue of Shares pursuant to Resolutions 2 and 3 on the basis that the exception in section 210 of the Corporations Act (the arms’ length
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Explanatory Memorandum
exception) applies as the Participating Directors are proposing to participate in the Placement on the same terms as other participants in the Placement.
The Directors (other than the Participating Directors) unanimously recommend that Shareholders vote in favour of Resolutions 2 and 3, and advise that they intend to vote any Shares that they hold or control in favour of Resolutions 2 and 3.
The Directors (other than the Participating Directors) make the recommendation above for the following reasons:
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the issue of the Shares to the Participating Directors (or their nominated Associates) is reasonable and appropriate as the Participating Directors (or their nominated Associates) are proposing to participate in the Placement on the same terms as other participants; and
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it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares to the Participating Directors (or their nominated Associates) on the terms proposed.
The Chair intends to vote all undirected proxies in favour of Resolutions 2 and 3.
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Explanatory Memorandum
Glossary
10% Additional Placement Capacity means Equity Securities issued by the Company pursuant to Listing Rule 7.1A.
15% Placement Capacity means the restriction on the issue of equity securities contained in Listing Rule 7.1, which prohibits the Company (subject to certain exceptions), from issuing or agreeing to issue Equity Securities representing more than 15% of the number of ordinary shares on issue 12 months prior to the intended date of issue, in the absence of prior Shareholder approval.
AEST means Australian Eastern Standard Time.
Associate has the meaning given to that term in the Listing Rules.
ASX means ASX Limited ACN 008 624 691 or the securities market operated by it (as the context requires).
Board means the board of Directors of the Company.
Chair means the chair of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company as at the date of this Explanatory Memorandum.
Equity Securities has the meaning given to that term in the Listing Rules.
Explanatory Memorandum means this explanatory memorandum that accompanies, and forms part of, the Notice of Meeting.
Lead Manager means Alpine Capital Pty Ltd ACN 155 409 653.
Listing Rules means the listing rules of the ASX.
Meeting means the general meeting of Shareholders convened by the Notice of Meeting.
Notice of Meeting means the notice convening the general meeting of Shareholders that accompanies this Explanatory Memorandum.
Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.
Participating Directors means Messrs Raymond Shorrocks and Greg Columbus.
Placement means, together, the 133,333,333 Shares issued to sophisticated and professional investors and the proposed issue of 16,666,667 Shares to each Participating Director the subject of Resolutions 1 to 3 (inclusive).
Proxy Form means the proxy form attached to this Notice of Meeting.
Related Party has the meaning given to that term in the Listing Rules.
Resolution means a resolution referred to in this Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
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Need assistance?
Phone:
1300 552 270 (within Australia) +61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
GLL
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be received by 11.00am (AEST) Tuesday, 6 May 2025.
Voting Form
How to Vote on Items of Business
Lodge your Form:
XX
All your securities will be voted in accordance with your directions.
VOTE DIRECTLY
Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement.
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
By Mail:
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
By Fax:
1800 783 447 within Australia or +61 3 9473 2555 outside Australia
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000002/i12
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.
I 9999999999
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Voting Form
Step 1 Indicate How Your Vote Will Be Cast
Please mark
Select one option only
to indicate your directions
XX
At the General Meeting of Galilee Energy Limited to be held at Piper Alderman, Level 26, Riparian Plaza, 71 Eagle Street, Brisbane QLD 4000 on Thursday, 8 May 2025 at 11.00am (AEST) and at any adjournment or postponement of that meeting, I/We being member/s of Galilee Energy Limited direct the following:
PLEASE NOTE: A Direct Vote will take priority over the appointment of a Proxy. For a valid Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.
Record my/our votes strictly in
A Vote Directly
accordance with directions in Step 2.
~~OR~~
I/We hereby appoint: B Appoint a The Chair of the PLEASE NOTE: Leave this box blank if proxy to Meeting OR you have selected the Chair of theMeeting. Do not insert your own name(s).Meeting. Do not insert your own name(s). vote on or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as your behalf my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).
PLEASE NOTE: Leave this box blank if you have selected the Chair of theMeeting. Do not insert your own name(s).Meeting. Do not insert your own name(s).
Step 2
Items of Business
PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.
For Against Abstain
Resolution 1 Ratify the issue of 133,333,333 Shares issued under the Placement Resolution 2 Approval to issue 16,666,667 Shares to Mr Raymond Shorrocks or his nominated Associate Resolution 3 Approval to issue 16,666,667 Shares to Mr Greg Columbus or his nominated Associate
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The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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