GALILEO MINING LTD - AGM Information 2022

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GALILEO MINING LTD (ACN 104 114 132)

Notice of Annual General Meeting

Annual General Meeting to be held at HLB Mann Judd, Level 4, 130 Stirling Street, Perth on 22 September 2022 commencing at 1:00pm (AWST)

Important

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting. Should you wish to discuss the matters in this Notice of Annual General Meeting, please do not hesitate to contact the company on (+61 8) 9463 0063.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an annual general meeting of the shareholders of Galileo Mining Ltd (ACN 104 114 132) (“ Company ”) will be held at HLB Mann Judd, Level 4, 130 Stirling Street, Perth on 22 September 2022 commencing at 1:00pm (AWST) . The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

COVID‐19 Information

The Board has made the decision that it will hold a physical Meeting (and not by virtual means) with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government and State Government’s restrictions that may be in place for physical gatherings at the location and time specified above. The Company has taken steps to ensure that all attendees will be able to participate in the Meeting while maintaining their health and safety.

Shareholders do not need to attend the Meeting in order to cast their vote(s). The Company therefore recommends that Shareholders who do not wish to attend the Meeting in person, but who wish to vote, appoint the Chairman as their proxy (and where desired, direct the Chairman how to vote on a Resolution) rather than attending in person. If the Meeting cannot be held in person, the Company will make additional arrangements as required.

BUSINESS

Annual Report

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2022, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

Resolution 1 ‐ Remuneration Report

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

“That, for the purpose of section 250R(2) of the Corporations Act and all other purposes, the Remuneration Report for the financial year ended 30 June 2022 be adopted.”

Note: The votes on this Resolution are advisory only and do not bind the Directors or the Company.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

 a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; and  a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

 the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

	the	voter is the Chair and the appointment of the Chair as proxy:
	o	does not specify the way the proxy is to vote on this Resolution; and
	o	expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly
		or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Re‐election of Noel O’Brien

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

“That, for all purposes, Noel O’Brien, who retires by rotation in accordance with clause 11.1 of the Constitution and who is eligible and offers himself for re‐election, be re‐elected as a Director.”

Resolution 3 – Appointment of Cecilia Camarri

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

“That, for the purpose of clause 11.1 of the Constitution, ASX Listing Rule 14.3 and for all other purposes, Cecilia Camarri, be appointed as a Director.”

Resolution 4 – Ratification of Placement Shares

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 17,000,000 Shares issued under Listing Rule 7.1A to institutional and professional investors under the Placement on 14 July 2022 as described in the Explanatory Statement."

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or an associate of those persons.

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

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

 the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair 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: o 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 this Resolution; and

the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 – Ratification of Broker Options

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, approval is given to ratify the prior issue of 974,615 Broker Options issued under the Company’s Listing Rule 7.1 Placement capacity to Inyati Capital Pty Ltd and its nominees on 14 July 2022 as described in the Explanatory Statement."

Voting exclusion statement

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

	Inyati Capital Pty Ltd (or its nominee); and
	any other person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of
	being a holder of ordinary securities) or an associate of that person (or persons); or
	an associate of that person (or those persons).
However, this does not apply to a vote cast in favour of the Resolution by:
	a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with
	directions given to the proxy or attorney to vote on the resolution in that way; or
	the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in
	accordance with a direction given to the Chair to vote on this Resolution as the Chair 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:
	o 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 this Resolution; and
	o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder
	to vote in that way.

Resolutions 6(a), (b), (c) and (d) – Issue of Performance Rights to Directors

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the grant of up to a maximum of:

(a) 1,162,076 Performance Rights to Brad Underwood (and/or his nominees);
(b) 138,342 Performance Rights to Noel O’Brien (and/or his nominees);
(c) 138,342 Performance Rights to Cecilia Camarri (and/or her nominees);
(d) 536,768 Performance Rights to Mathew Whyte (and/or his nominees);

and the issue of Shares to them on the vesting of those Performance Rights, pursuant to the Company’s Employee Incentive Plan and on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolutions 6(a), (b), (c) and (d) by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Brad Underwood (or his nominee), Noel O’Brien (or his nominee), Cecilia Camarri (or her nominee) and Mathew Whyte (or his nominee)), or an associate of that person or persons.

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

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair 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:
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 this Resolution; and
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 6(a), (b), (c) and (d) if:

the proxy is either: o a member of the Key Management Personnel; or o a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

the proxy is the Chair; and

 the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 7 – Amendments to the Company’s Constitution

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

“That, for the purposes of Section 136(2) of the Corporations Act and for all other purposes, approval be given for the Company’s Constitution to be amended on the terms and conditions set out in the Explanatory Statement.”

Resolution 8 ‐ Approval of 10% Placement Facility

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

“That, in accordance with Listing Rule 7.1A, and for all other purposes, approval be given for

the issue of Equity Securities totalling up to 10% of the issued capital of the Company, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or will obtain a material benefit as a result of, any proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) of securities under Listing Rule 7.1A.2, and any associate of those persons.

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

a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair 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:
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 this Resolution; and
the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Meeting.

By order of the Board

Mathew Whyte Company Secretary Galileo Mining Ltd

22 August 2022

EXPLANATORY STATEMENT

Important information

This Explanatory Statement has been prepared for the information of the shareholders of Galileo Mining Ltd (ACN 104 114 132) (“ Company ”) in connection with the Resolutions to be considered at the Annual General Meeting to be held at HLB Mann Judd, Level 4, 130 Stirling Street, Perth on 22 September 2022 commencing at 1:00pm (AWST) .

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company, which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Interpretation

Capitalised terms which are not otherwise defined in this Notice of Meeting and Explanatory Statement have the meanings given to those terms under the Definitions section of this Notice of Meeting.

References to “$” and “A$” in this Notice of Meeting and Explanatory Statement are references to Australian currency unless otherwise stated.

References to time in this Notice of Meeting and Explanatory Statement relate to the time in Perth, Western Australia.

Voting exclusion statements

Certain voting restrictions apply to the Resolutions as detailed beneath the applicable Resolutions in this Notice of Meeting.

Proxies

Please note that:

a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
a proxy need not be a Shareholder;
a Shareholder may appoint a body corporate or an individual as its proxy;
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 may exercise as the Shareholder’s proxy; and
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.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or

letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

To vote by proxy, please complete and sign the enclosed Proxy Form and send by:

post to c/‐ Automic Group, GPO Box 5193, Sydney NSW 2001;
email to [email protected] ; or
online at www.automicgroup.com.au (refer to instructions on Proxy Form),

so that it is received by no later than 1:00pm (AWST) on 20 September 2022. Proxy Forms received later than this time will be invalid.

Voting entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 1:00pm (AWST) on 20 September 2022. Accordingly, transactions registered after that time will be disregarded in determining a Shareholder’s entitlement to attend and vote at the Annual General Meeting.

REGULATORY INFORMATION

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Annual Report

The Annual Report of the Company for the financial year ended 30 June 2022, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report, will be laid before the Annual General Meeting.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company.

A representative of the Company’s auditor, HLB Mann Judd, will be in attendance to respond to any questions raised of the auditor or on the Auditor’s Report in accordance with section 250T of the Corporations Act.

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Resolution 1 – Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the remuneration report will be put at the annual general meeting. Section 250R(2) of the Corporations Act requires a resolution that the remuneration report adopted be put to a vote. Resolution 1 seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an “advisory only” Resolution which does not bind the Directors or the Company. However, the Directors take the discussion at the meeting and the outcome of the vote into account when considering the Company’s remuneration practices.

Following consideration of the Remuneration Report for the financial year ended 30 June 2022, the Chair, in accordance with section 250SA of the Corporations Act, will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

If at least 25% of the votes cast on a resolution for the adoption of a Remuneration Report are voted against at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Company’s Directors (other than the Managing Director) would be up for re‐election.

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Directors’ recommendations

The Directors encourage all Shareholders to vote on Resolution 1.

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Resolution 2 – Re‐election of Noel O’Brien

Resolution 2 is an ordinary resolution which seeks to approve the re‐election of Noel O’Brien as a Non‐Executive Director of the Company.

In accordance with clause 11.1 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re‐ election. The Directors to retire are those who have been in office for 3 years since their appointment or last re‐appointment or who have been longest in office since their appointment or last re‐appointment or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement).

In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not considered.

Mr O’Brien retires by rotation at this meeting and, being eligible, offers himself for re‐election.

A brief biography of Mr O’Brien is set out below.

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Noel O’Brien Biography

Noel O’Brien is a metallurgist with wide international and corporate experience. After a career spanning 40 years in Australia and Africa he established Trinol Pty Ltd, a Perth based consultancy, to provide process and project development services over a broad range of commodities.

Mr O’Brien has been actively involved with projects containing manganese, iron ore, gold, base metals, and the battery metals including lithium, graphite and cobalt.

Mr O’Brien has served on the board of a number of ASX listed companies over the past 9 years and is currently a technical advisor to several listed companies with early to advanced stage projects.

Mr O’Brien has a Bachelor’s degree in Metallurgical Engineering from the University of Melbourne, an MBA from the University of the Witwatersrand and is a Fellow of the AusIMM.

The Board considers Mr O’Brien to be an independent director.

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Directors’ recommendations

The Directors (other than Mr O’Brien) unanimously recommend that Shareholders vote in favour of Resolution 2.

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

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Resolution 3 – Appointment of Cecilia Camarri as Director

Resolution 3 is an ordinary resolution which seeks to approve the appointment of Cecilia Camarri as a Non‐Executive Director of the Company.

The appointment of the Ms Camarri requires approval for all purposes by way of an ordinary resolution, meaning that at least fifty percent (50%) of votes must be cast in favour of the Resolutions in order for it to be passed.

Clause 11.1 of the Constitution provides that a person may be elected to the office of a director at a general meeting by Directors’ nomination. The Directors may appoint any natural person to be a director either as an addition to the existing Directors or to fill a casual vacancy.

A brief biography of Ms Camarri is set out below.

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Cecilia Camarri Biography

Cecilia Camarri is Special Counsel at a WA law firm and has extensive experience specialising in the mining industry. Ms Camarri acts as a legal adviser to private and listed mining companies and has both operational and management experience.

Ms Camarri began her mining career in 1996 at the historic Great Fingall Gold Mine at Day Dawn near Cue in WA. Following this she undertook community and public relations management roles at the Super Pit / Mt Charlotte underground mine and Alcoa’s Wagerup Refinery before becoming a lawyer.

Ms Camarri has acted for many WA based exploration and mining companies and was the In‐ House Counsel for the Creasy Group between 2012 and 2016.

Ms Camarri has a Bachelor of Laws, a Graduate Diploma in Journalism, a Bachelor of Arts, and is a member of the Australian Institute of Company Directors.

The Board considers Ms Camarri to be an independent director.

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Directors’ Recommendation

The Directors (other than Ms Camarri) unanimously recommend that Shareholders vote in favour of Resolution 3.

The Chair intends to exercise all available proxies in favour of Resolution 3.

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Resolution 4 – Ratification of Placement Shares

Background

Resolution 4 seeks shareholder approval to ratify the issue of 17,000,000 Shares pursuant to Listing Rule 7.4, previously issued to institutional and professional investors on 14 July 2022, under the Company’s placement capacity pursuant to Listing Rule 7.1A.

On 6 July 2022, the Company announced that it was undertaking a placement to institutional and professional investors, raising $20,400,000 through the issue of 17,000,000 Shares at an issue price of $1.20 per share (“ Placement Shares ”) (“ Placement ”). On 14 July 2022, the Company announced that it had completed the Placement and issued the Placement Shares to the institutional and professional investors.

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Listing Rule 7.1A and 7.4

Listing Rule 7.1A provides that eligible entities may, subject to shareholder approval by special resolution, issue Equity Securities up to ten (10%) of its issued capital over a period of twelve (12) months after the Meeting. Shareholder approval was obtained pursuant to Listing Rule 7.1A on 25 November 2021.

The issue of the Placement Shares the subject of Resolution 4 does not fall within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1A for the 12‐month period following the date of issue of the Placement Shares.

securities did not breach Listing Rule 7.1A, those securities shall be deemed to have been made with shareholder approval for the purposes of Listing Rule 7.1A.

By ratifying the Placement Shares, the Company will retain the flexibility to issue Equity Securities in the future up to the ten percent (10%) placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

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Information required pursuant to Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 4 for the purposes of Listing Rule 7.4:

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Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

The Placement Shares were issued to professional and sophisticated investors who are clients of the Lead Manager. None of the participants in the Placement were related parties of the Company or persons to whom Listing Rule 10.11 applied. The recipients were identified through a bookbuild process undertaken by the Lead Manager, where expressions of interest to participate in the capital raising from non‐ related parties of the Company were sought.

The Lead Manager received a fee of 6% (plus GST) of funds raised by the Lead Manager under the Placement and was also issued 974,615 Broker Options (the subject of Resolution 5).

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Maximum number of securities the entity issued

17,000,000 Shares.

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Terms of the securities

The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with existing Shares on issue.

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Date by which the entity issued the securities

The Placement Shares were issued on 14 July 2022.

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Issue price of the securities

The issue price of the Placement Shares was $1.20 per Share.

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Purpose of the issue and the intended use of the funds raised

The purpose of the issue was to raise $20,400,000 and will be used towards:

accelerated diamond and RC drill programs at the Callisto palladium‐ nickel discovery and target testing along the five‐kilometre prospective strike length (Norseman Project);
drilling and exploration of highly prospective Mission Sill and Jimberlana palladium‐nickel prospects (Norseman Project); and
general working capital purposes.

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Listing Rule 14.1A

If Resolution 4 is passed, the issue of the Placement Shares will be excluded in calculating the Company’s 10% limit for the purposes of 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 of the Placement Shares.

If Resolution 4 is not passed, the issue of the Placement Shares will be included in calculating the Company’s 10% limit for the purposes of 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 of the Placement Shares.

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Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

The Chair intends to exercise all available proxies in favour of Resolution 4.

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Resolution 5 – Ratification of Broker Options

Background

Resolution 5 is an ordinary resolution which seeks to ratify the prior issue of 974,615 Broker Options to the Lead Manager pursuant to Listing Rule 7.4, under the Company’s placement capacity pursuant to Listing Rule 7.1.

On 6 July 2022, the Company announced that it was undertaking a Placement and that Inyati Capital Pty Ltd (“ Inyati Capital ”) was engaged as the Lead Manager for the transaction.

On 14 July 2022, and in consideration for the services provided under their engagement as Lead Manager (“ Lead Manager Agreement ”), the Company issued 974,615 Broker Options to Inyati Capital and its nominees at an exercise price of $2.40 per Option, with an expiry date of 14 July 2024 (“ Broker Options ”). The Broker Options were issued for nominal cash consideration of $9.75 (i.e. $0.00001 per Option).

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Listing Rule 7.1 and 7.4

Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company during the previous twelve (12) months (without approval and which were not subject to an exception), exceed fifteen percent (15%) of the number of shares on issue at the commencement of that twelve (12) month period.

The issue of Broker Options the subject of Resolution 5 does not fall within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12‐month period following the date of issue of the Broker Options.

Listing Rule 7.4 sets out the procedure and effect of Shareholder approval of a prior issue of securities and provides that where shareholders in general meeting ratify a previous issue of securities made without approval under Listing Rule 7.1, provided that the previous issue of securities did not breach Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purposes of Listing Rule 7.1.

By ratifying the Broker Options, the Company will retain the flexibility to issue Equity Securities in the future up to the fifteen percent (15%) placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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Information required pursuant to Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 5 for the purposes of Listing Rule 7.4:

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Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

The Broker Options were issued to Inyati Capital and its nominees, none of whom were related parties of the Company.

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Maximum number of securities the entity issued

974,615 Broker Options.

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Terms of the securities

The Broker Options are exercisable at $2.40 each on or before 14 July 2024 and were otherwise issued on the terms and conditions set out in Annexure A.

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Date by which the entity issued the securities

The Broker Options were issued on 14 July 2022.

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Issue price of the securities

The Broker Options were issued for nominal cash consideration of $9.75 (i.e. $0.00001 per Broker Option) in consideration for the services provided by Inyati Capital under the Lead Manager Agreement.

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Purpose of the issue and the intended use of the funds raised

The purpose of the issue of the Broker Options is for partial consideration of the provision of capital raising services in connection with the Placement.

No funds (other than the nominal consideration of $9.75) were raised from the issue of the Broker Options as the Broker Options were issued in partial consideration for the provision of the services provided by Inyati Capital under the Lead Manager Agreement. The Company will use any funds from the exercise of the Broker Options for general working capital matters.

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If the securities will be issued under an agreement, a summary of the material terms of the agreement

Under the Lead Manager Agreement, Inyati Capital acted as Lead Manager to the Placement and received a 6% (plus GST) fee on amounts raised by Inyati Capital. In addition, Inyati Capital and their nominees received 974,615 Broker Options exercisable at $2.40 each on or before 14 July 2024 (the subject of this Resolution 5).

The Lead Manager Agreement contained other terms and conditions considered standard for such appointments.

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Listing Rule 14.1A

If Resolution 5 is passed, the issue of the Broker Options will be excluded in calculating the Company’s 15% limit for the purposes of Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12‐month period following the date of issue of the Broker Options.

If Resolution 5 is not passed, the issue of the Broker Options will be included in calculating the Company’s 15% limit for the purposes of Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12‐month period following the date of issue of the Broker Options.

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Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

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

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Resolutions 6(a), (b), (c) and (d) ‐ Issue of Performance Rights to the Directors

Background

Resolutions 6 (a), (b), (c) and (d) are ordinary resolutions seeking shareholder approval for the purposes of ASX Listing Rule 10.14, for the issue of a maximum of:

(a) 1,162,076 Performance Rights to Brad Underwood (and/or his nominees);
(b) 138,342 Performance Rights to Noel O’Brien (and/or his nominees);
(c) 138,342 Performance Rights to Cecilia Camarri (and/or her nominees);
(d) 536,768 Performance Rights to Mathew Whyte (and/or his nominees),
(together the “ Directors ”) pursuant to the Company’s Employee Incentive Plan (“ EIP ”).

The Performance Rights are able to be exercised and fully paid ordinary shares in the capital of the Company will be issued when the five (5) day volume weighted average market price (as defined in the Listing Rules) of the Company’s quoted Shares first exceeds $3.60 per Share (i.e. the Vesting Condition being satisfied).

The EIP and issue of Shares under the EIP was first adopted by the Board prior to the Company’s listing on the ASX and was re‐approved by Shareholders at the last annual general meeting on 25 November 2021.

The Performance Rights provide an entitlement to receive Shares (or a cash equivalent where the Performance Rights are cash settled, at the sole discretion of the Board) on achieving the vesting condition as determined by the Board over a 3‐year performance period. The vesting condition has been developed to achieve growth in the Company’s Share price and the creation of Shareholder value. In addition, the Board also believes that incentivizing with Performance Rights is a prudent means of conserving the Company’s available cash reserves at the time of issuing the Performance Rights that may otherwise be payable in the form of increased remuneration to the Directors, whilst assisting in retaining key executives and non‐ executives in a competitive market. If the vesting condition is not achieved by the expiry date, the Performance Rights will lapse and no Shares will be issued.

The Performance Rights will vest and otherwise be issued on the terms and conditions in Schedule 3.

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Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Performance Rights to the Directors (or their nominee) constitutes giving a financial benefit and the Directors are related parties of the Company by virtue of being Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Performance Rights, because the agreement to issue the Performance Rights to the Directors as part of their remuneration package, is considered reasonable remuneration in the circumstances.

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Listing Rule 10.14

ASX Listing Rule 10.14 provides that the acquisition of shares under an employee incentive scheme by a director requires shareholder approval. Shareholder approval is therefore sought for the issue of a total number of 1,975,528 Performance Rights (“ Performance Rights ”) under the EIP to the Directors (or their permitted nominee) and to the issue of Shares (or a cash equivalent where the Performance Rights are cash settled, at the sole discretion of the Board) on the exercise of such of those Performance Rights which vest upon satisfaction of the applicable vesting condition.

In deciding on the quantum of Performance Rights to be issued to the Directors, the Board considered the current Share price ($1.04), the vesting condition required of the Company’s Shares to reach a 5‐day VWAP of $3.60, and the expiry date of the Performance Rights of the date that is 36 months from the date of issue. Based on this and given the Company's circumstances and having regard to the performance hurdle on vesting of the Performance Rights, the Board considers that the allocation of Performance Rights are reasonable and appropriate.

No consideration is payable for the Performance Rights or upon satisfaction of the vesting condition associated with the Performance Rights. Subject to the satisfaction of the vesting condition and any adjustments made in accordance with the EIP, the Directors will receive one Share in the Company for each Performance Right granted (or a cash equivalent where the Performance Rights are cash settled, at the sole discretion of the Board).

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Listing Rule 10.15

Listing Rule 10.15 requires the following additional information to be provided to shareholders for approval under this Resolution:

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The name of the person

The Performance Rights are proposed to be issued to

Brad Underwood (and/or his nominees);
Noel O’Brien (and/or his nominees);
Cecilia Camarri (and/or her nominees); and
Mathew Whyte (and/or his nominees),

all of whom are Directors of the Company and, as such, are related parties of the Company in accordance with Listing Rule 10.14.1.

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The maximum number and class of securities the entity intends to issue

The maximum number of Performance Rights and Shares which may be issued to each Director (or their permitted nominee) is 1,975,528. If, and once, the Performance Rights are exercised, the Shares will rank equally with all other fully paid ordinary shares upon issue.

	Recipient	Performance Rights
Brad Underwood		1,162,076
Noel O’Brien		138,342
Cecilia Camarri		138,342
Mathew Whyte		536,768
Total		1,975,528

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The person’s current total remuneration package

The total current remuneration for each Director (inclusive of superannuation) per annum is as follows:

	Recipient	Total Remuneration
Brad Underwood		$464,100
Noel O’Brien		$54,750
Cecilia Camarri		$54,750
Mathew Whyte*		$198,750

$772,350

Total

*Includes Non‐executive Director fee and consulting services as CFO and Company Secretary.

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The date by which the entity will issue the equity securities

The Performance Rights will be issued shortly after the Meeting, and in any event within three years of Shareholder approval (or other such later date as permitted by any ASX waiver or modification to the Listing Rules).

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The issue price of the equity securities

No amount is payable on the grant or vesting of Performance Rights.

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Summary of the material terms of the Employee Incentive Plan

Refer to Annexure B of this Notice of Meeting for a detailed summary of the material terms of the EIP.

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Summary of the material terms of the securities

Each Performance Right issued under the EIP will only vest and become exercisable when the five (5) day volume weighted average market price (as defined in the Listing Rules) of the Company’s quoted Shares first exceeds $3.60 per Share (“ Vesting Condition ”).

Refer to Annexure C of this Notice of Meeting for a detailed summary of the material terms and conditions of the Performance Rights.

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An explanation of why that type of security is being used

The Performance Rights are unquoted performance rights. The Company has chosen to offer Performance Rights to the Directors because:

the issue of Performance Rights under the EIP assists the Company with the reward, retention and incentivisation of the Directors, who possess the necessary skills and experience to enable the Company to effectively develop its businesses and to grow long‐term Shareholder value;
the Company believes that incentivising and rewarding performance and the achievement of key objectives through Performance Rights equity arrangements (i.e. if the Performance Rights are equity settled) is the most effective remuneration structure because it preserves the Company’s cash resources and aligns the interests of the Directors with those of all Shareholders;
the use of Performance Rights is typically less dilutionary than options and because the Performance Rights are unlisted, there is no dilutionary impact on Shareholders until, if and when the vesting condition is achieved, in which case all Shareholders will share in the benefits resulting from the Company achieving its strategic business objectives; and
the issue of the Performance Rights enables the Company to provide competitive incentive remuneration packages to the Directors that is consistent

with equity remuneration arrangements offered by similar listed companies at the same stage of development.

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The value the entity attributes to that security and its basis

The Performance Rights have been valued at $0.7271 per Performance Right using the Hoadley trinomial barrier valuation model.

The assessed fair value of the Performance Rights was determined using Hoadley trinomial barrier valuation model, taking into account the exercise price, term of Performance Right, the Share price at date of this Notice and the expected price volatility of the underlying Share, expected dividend yield and the risk‐free interest rate for the term of the Performance Right.

The following assumptions were used in the estimation:

Risk free interest rate of 2.75;
Company Share price at date of the Notice of $1.04;
Dividend Yield of 0%;
Expected volatility of 89%;
Performance Right vesting condition price of $3.60;
Performance Right duration of 36 months; and
Discount factor of 0%.

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The names of all persons who received securities under the EIP, the number of securities received and the acquisition price for each security

Mathew Whyte is the only person covered by Listing Rule 10.14 that has received securities under the EIP.

Mr Whyte has received a total of 600,000 Performance Rights and upon the satisfaction of the applicable vesting conditions, the Performance Rights were converted and 600,000 Shares were issued to Mr Whyte.

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The terms of any loan in relation to the acquisition

No loan will be made to the Director in connection with the acquisition of the Performance Rights.

Details of any securities issued under the EIP will be published in the Annual Report of the Company for the period in which they are issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the EIP after this Resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14.

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Additional Information

The Performance Period commences on date of issue and ends 36 months after. The Performance Rights will expire if the vesting condition is not satisfied or waived.

Shares allocated following the exercise of Performance Rights will be subject to the restrictions as outlined in the EIP and following Board approval subject to observance of the Company’s Share Trading Policy in dealing with Shares.

No Shares will be issued to satisfy the exercise of Performance Rights if this were to result in the Company exceeding the 5% cap as provided for in the EIP. Details of any shares issued under the EIP will be published in each annual report of the Company relating to a period in which shares have been issued.

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Listing Rule 14.1A

If Resolutions 6(a) – (d) are passed, the Company will be able to proceed with the issue of the Performance Rights to Messrs Underwood, Whyte and O’Brien and Ms Camarri under the EIP within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 6 (a) – (d) are not passed, the Company will not be able to proceed with the issue of the Performance Rights to Messrs Underwood, Whyte and O’Brien and Ms Camarri under the EIP.

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Directors’ recommendations

The Directors (other than the Director the subject of that particular Resolution) recommend that Shareholders vote in favour of Resolutions 6(a) – (d).

The Chair intends to exercise all available proxies in favour of Resolutions 6(a) – (d).

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Resolution 7 – Amendments to the Company’s Constitution

Resolution 7 is a special resolution which seeks Shareholder approval for the Company to amend its Constitution to permit virtual meetings following recent legislative changes.

The amendment to the Constitution requires approval for all purposes by way of a special resolution, meaning that at least seventy‐five percent (75%) of votes must be cast in favour of the Resolution in order for it to be passed.

The Constitution will incorporate recent amendments to the Corporations Act since the current Constitution was last adopted by the Company in 2020.

A brief summary of the material proposed amendments to the Constitution is set out below. A copy of the Constitution is available for review by Shareholders at the office of the Company. A copy of the Constitution can also be sent to Shareholders upon request to the Company Secretary by email at [email protected]. Shareholders are invited to contact the Company if they have any queries or concerns.

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Summary of Material Proposed Changes

Technology – Shareholder and Director meetings

The Corporations Amendment (Meetings and Documents) Act 2021 (Cth) amends the Corporations Act to establish a permanent mechanism to allow companies to hold hybrid (in person and remote) or entirely virtual shareholder and director meetings. The Company believes that it would be prudent to update the existing constitution to allow for flexibility in the way the Company can hold Shareholder and Director meetings.

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Directors’ Recommendation

The Directors unanimously recommend that Shareholders approve Resolution 7.

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Resolution 8 ‐ Approval of 10% Placement Facility

Resolution 8 is a special resolution which seeks Shareholder approval for the issue of Equity Securities totaling up to 10% of the issued capital of the Company under and in accordance with Listing Rule 7.1A (“ 10% Placement Facility ”).

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Listing Rule 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12‐month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 8 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If Resolution 8 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 8 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

Approval of the 10% Placement Facility is valid from the date of the Annual General Meeting until the earlier of:

12 months after the Annual General Meeting;
the time and date of the Company’s next annual general meeting; and
the date shareholders approve a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(“ 10% Placement Period ”).

The number of Equity Securities that the Company will have the capacity to issue under the 10% Placement Facility will be calculated in accordance with the following formula:

(A x D) – E

A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity – i.e. the number of shares on issue 12 months before the date of issue or agreement:
plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17;
plus the number of fully paid Equity Securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- the +convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
- the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4,
plus the number of fully paid Equity Securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the relevant period; or
- the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4,
plus the number of any other Equity Securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4;
plus the number of partly paid Equity Securities that became fully paid in the relevant period;
less the number of fully paid Equity Securities cancelled in the relevant period;
D is 10%; and
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

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Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided to Shareholders in relation to Resolution 8:

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Minimum price at which the securities may be issued

In accordance with Listing Rule 7.1A.3, any Equity Securities issued under the 10% Placement Facility will be issued for at least 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

the date on which the price of the Equity Securities is agreed; or
if the Equity Securities are not issued within 10 Trading Days of the above date, the date on which the Equity Securities are issued.

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Risk of economic and voting dilution

Any issue of Equity Securities under the 10% Placement Facility will dilute Shareholders who do not participate in the issue. The table below shows the potential economic and voting dilution of existing Shareholders as a result of the Company issuing Shares under the 10% Placement Facility, based on different issue prices and values for variable ‘A’ in the formula above.

	Issue price
Variable ‘A’ (Shares on issue)	$0.52 (50% decrease) $1.04 (Current)2 $1.56(50% increase)
197,408,260 (Current)1	Shares issued 19,740,826 19,740,826 19,740,826
	Funds raised $10,265,230 $20,530,459 $30,795,689
296,112,390 (50% increase)	Shares issued 29,611,239 29,611,239 29,611,239
	Funds raised $15,397,844 $30,795,689 $46,193,533
394,816,520	Shares issued 39,481,652 39,481,652 39,481,652
(100% increase)	Funds raised $20,304,459 $41,060,918 $61,591,377

Notes:

The current variable ‘A’ is assumed to be the number of Shares on issue as at the date of this Notice. The number of Shares on issue could increase as a result of, for example, an issue that does not require Shareholder approval (e.g. a pro rata offer to Shareholders) or an issue with Shareholder approval under Listing Rule 7.1.
The current price of Shares is the closing price on the ASX on 22/08/2022.
The table assumes that no Options or other convertible securities are exercised or converted into Shares prior to an issue under the 10% Placement Facility.
The table assumes that the Company issues the maximum number of Shares available under the 10% Placement Facility.

The table assumes that issues of Equity Securities under the 10% Placement Facility consist only of Shares.
The table does not show examples of dilution that may be caused to a particular Shareholder by reason of issues under the 10% Placement Facility. Shareholders should consider the potential dilution caused in the context of their own circumstances.
The table only shows the effect of issues under Listing Rule 7.1A, and not issues under the 15% placement capacity under Listing Rule 7.1.

Shareholders should further note that:

the market price for the Equity Securities may be significantly lower on the date of issue than on the date of the Annual General Meeting; and
the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the date of issue.

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Date by which the securities may be issued

In accordance with Listing Rule 7.1A.1, any Equity Securities issued under the 10% Placement Facility will be issued during the 10% Placement Period. The 10% Placement Facility will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

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Purposes for which the securities may be issued

Any Equity Securities issued under the 10% Placement Facility may only be issued for the following purposes (without limitation) for cash consideration to raise funds. In such circumstances, the Company may apply the funds raised towards the exploration activities at its existing projects and/or for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

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Allocation policy for issues of securities

The Company’s allocation policy for any Equity Securities issued under the 10% Placement Facility will depend on the prevailing market conditions at the relevant time, however, recipients will not be related parties of the Company. The identity of recipients of Equity Securities will otherwise be determined on a case by case basis having regard to the following factors (without limitation):

the purpose of the issue;
alternative methods for raising funds that are available to the Company including rights issues or other issues in which existing Shareholders can participate;
the effect of the issue on the control of the Company;
the financial situation and solvency of the Company;
prevailing market conditions; and
advice from corporate, financial and broking advisers.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issuing any Equity Securities.

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Previous issues of securities

The Company has issued 17,000,000 fully paid ordinary shares under Listing Rule 7.1A in the 12 months prior to the date of the Annual General Meeting (“ 7.1A Shares ”).
The 7.1A Shares issued by the Company were issued under the Placement to institutional and professional investors none of whom was a:
related party of the Company;
key management personnel;
substantial holder in the Company;
adviser to the Company; or
an associate of the above.
The 7.1A Shares were issued at $1.20 per Share which represented a discount of 17.15% to the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately prior to the date of agreement to issue the 7.1A Shares.
The 7.1A Shares issued represented 8.61% of the issued share capital of the Company at the date of Issue.
The total cash consideration received for the 7.1A Shares was $20,400,000. Of this amount nil has been spent as at the date of this Notice and the remainder of the funds raised will be primarily used for:
accelerated diamond and RC drill programs at the Callisto palladium‐ nickel discovery and target testing along the five‐kilometre prospective strike length (Norseman Project);
drilling and exploration of highly prospective Mission Sill and Jimberlana palladium‐nickel prospects (Norseman Project); and
general working capital purposes.

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Additional information

Resolution 8 is a special resolution. The Board unanimously recommends that Shareholders vote in favour of Resolution 8.

The Chair intends to exercise all available proxies in favour of Resolution 8.

DEFINITIONS

In this Notice of Meeting and Explanatory Statement, the following terms have the following meanings:

“ Annual Report ” means the annual report of the Company for the financial year ended 30 June 2022.

“ ASIC ” means the Australian Securities and Investments Commission.

“ ASX ” means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

“ Auditor’s Report ” means the auditor’s report contained in the Annual Report.

“ AWST ” means Western Standard Time, being the time in Perth, Western Australia.

“ Board ” means the board of Directors.

“ Chair ” means the chairperson of the Meeting.

“ Company ” means Galileo Mining Ltd (ACN 104 114 132).

“ Corporations Act ” means the Corporations Act 2001 (Cth).

“ Director ” means a director of the Company.

“ Directors’ Report ” means the directors’ report contained in the Annual Report.

“ Equity Securities ” has the meaning given in the Listing Rules.

“ Explanatory Statement ” means this explanatory statement incorporated in this Notice.

“ Financial Report ” means the financial report contained in the Annual Report.

“ KMP ” means key management personnel as defined in the Remuneration Report.

“ Lead Manager ” and “ Inyati Capital ” means Inyati Capital Pty Ltd (ACN 642 351 193).

“ Listing Rules ” means the listing rules of ASX, as amended from time to time.

“ Meeting ” or “ Annual General Meeting ” means the Annual General Meeting of Shareholders to be held at HLB Mann Judd, Level 4, 130 Stirling Street, Perth on 22 September 2022 commencing at 1:00pm (AWST).

“ Non‐Executive Director ” means a non‐executive director of the Company.

“ Notice of Meeting ” means the notice of annual general meeting incorporating this Explanatory Statement.

“ Placement ” has the meaning given to it in section 5.1 of this Notice of Meeting.

“ Placement Shares ” has the meaning given to it in section 5.1 of this Notice of Meeting.

“ Proxy Form ” means the proxy form attached to this Notice of Meeting.

“ Remuneration Report ” means the remuneration report contained in the Annual Report.

“ Resolution ” means a resolution contained in this Notice of Meeting.

“ Share ” means an ordinary fully paid share in the Company.

ANNEXURE A – TERMS OF BROKER OPTIONS

1. Entitlement	Subject to paragraph 13 below, each Broker Option entitles the holder (“Option Holder”) to subscribe for 1 fully paid ordinary Share in the Company upon exercise of the Broker Option.
2. Exercise price	Subject to paragraphs 10 and 12 below, the amount payable upon exercise of each Broker Option is $2.40 (“Exercise Price”).
3. Expiry date	Each Broker Option will expire at 5.00pm (AWST) on 24 July 2024 (“Expiry Date”). A Broker Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
4. Exercise Period	The Broker Options are exercisable at any time on or prior to the Expiry Date (“Exercise Period”).
5. Notice of Exercise	The Broker Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Broker Option certificate (“Notice of Exercise”) and payment of the Exercise Price for each Broker Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
6. Exercise Date	A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Broker Option being exercised in cleared funds (“Exercise Date”).
7. Timing of issue of Shares on exercise	(a) Within 15 Business Days after the later of the following: (i) the Exercise Date; and (ii) 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, but in any case no later than 20 Business Days after the Exercise Date, the Company will: (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Broker Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; (ii) 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

	(iii) if admitted to the Official List at the time, apply for Official Quotation on ASX of Shares issued pursuant to the exercise of the Broker Options. (b) If a notice delivered under paragraph 7(a)(iv) above for any reason is not effective to ensure that an offer for the 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. Shares issued on exercise	Shares issued on exercise of the Broker Options rank equally with the then issued shares of the Company.
9. Quotation of Shares issued on exercise	If admitted to the Official List of ASX at the time, the Company will apply for quotation of the Shares issued upon the exercise of the Broker Options.
10. Reconstruction of capital	If at any time the Company’s issued capital is reconstructed, all rights of the Option Holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
11. Participation in new issues	There are no participation rights or entitlements inherent in the Broker Options and the Option Holder will not be entitled to participate in new issued of capital offered to Shareholders during the currency of the Broker Options without exercising the Broker Options.
12. Adjustment for rights issue	If the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders, the Exercise Price will be reduced in accordance with the formula set out in Listing Rule 6.22.2.
13. 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 a Broker Option will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Broker Option before the record date for the bonus issue; and (b) no change will be made to the Exercise Price.
14. Unquoted	The Company will not apply for quotation of the Broker Options on ASX.
15. Transferability	The Broker Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

ANNEXURE B – SUMMARY OF EMPLOYEE INCENTIVE PLAN

Set out below is a summary of rules of the EIP.

1. Eligible Participants	Under the EIP, an award (i.e. cash rights, deferred option award, performance right or share appreciation right) may be awarded to an eligible participant. The Board, at its sole and absolute discretion, may invite an eligible person selected by to it complete an application relating to a specified number of awards allocated to that eligible person by the Board. The Board may offer an award (as applicable) to any eligible person it elects and determine the extent of that person’s participation in the EIP (“Participant”). An offer by the Board is required to specify, among other things, the type of award offered, the date and total number of awards granted, the exercise price and exercise period and any other matters the Board determines necessary, including the exercise conditions and disposal restrictions attaching to the awards.
2. 5% Limit	The EIP Plan has been prepared to comply with ASIC Class Order [CO 14/1000] (“Class Order”) and as such, offers under the EIP are limited to the 5% capital limit set out in the Class Order.
3. Awards Rights	Unless the Board determines otherwise, any awards granted under the EIP are not capable of being transferred or encumbered by a Participant.
4. Exercise of Awards	At the sole and absolute discretion of the Board, and in general terms, awards granted under the EIP may only be exercised if particular exercise or vesting conditions have been met, the exercise price has been paid to the Company and the awards are exercised within the respective exercise period. An award granted under the EIP may not be exercised once it has lapsed.
5. Cashless Exercise Facility	Under the terms of the EIP, a Participant may request to pay the exercise price for an award by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise (“Cashless Exercise Facility”). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the exercise price has been set off. Any such request must be expressly made by the Participant in the exercise notice. The Board may approve or refuse the request in its sole and absolute discretion.
6. Change of Control Event	On the occurrence of a change of control event, being, in general terms, an unconditional takeover bid under Chapter 6 of the Corporations Act, a court sanctioned scheme of arrangement or any other merger involving the Company occurs which results in the holders of Shares holding 50% or less of the voting shares in the Company, subject to the Listing Rules the Board may in its sole discretion determine that all or a percentage of unvested awards will vest and become exercisable in accordance with the EIP rules.

7. Cessation of Employment	If a Participant ceases to be a director, employee or a contractor of any member of the Company’s group, being associated bodies corporate of the Company, due to his or her resignation, redundancy dismissal for cause or poor performance on or before the relevant exercise period, the awards will lapse. If a Participant ceases to be a director, employee or a contractor of any member of the Company’s group, being associated bodies corporate of the Company, due to his or her resignation, redundancy dismissal for cause or poor performance during the exercise period, the expiry date is adjusted to 60 days (in cases of resignation or redundancy) or 30 days (in cases of dismissal for cause or poor performance) after the termination date (or a later date determined by the Board).
8. Fraudulent Behaviour	If, in the opinion of the Board, a Participant has acted fraudulently or dishonestly, the Board may determine that any award granted to that Participant should lapse, and the award will lapse accordingly.
9. Reconstruction of Share Capital	If the event of any reconstruction of the share capital of the Company, the number of awards to which each Participant is entitled and/or the exercise price must be reconstructed in accordance with the ASX Listing Rules. Awards must be reconstructed in a manner which is fair with respect to the Participants and the holders of other securities in the Company, subject to the ASX Listing Rules.
10. Participation Rights	Holders of awards issued under the EIP may only participate in new issues of securities by the Company if they have first exercised their awards within the relevant exercise period and become a shareholder of the Company prior to the relevant record date and are then only entitled to participate in relation to Shares of which they are a registered holder.
11. Compliance with Laws	Awards may not be granted and/or Shares may not be allotted and issued, acquired, transferred or otherwise dealt with under the EIP if to do so would contravene the Corporations Act or any other applicable laws or regulations. The EIP Rules contain customary and usual terms having regard to Australian law for dealing with administration, variation and termination of the EIP.

ANNEXURE C – SUMMARY OF TERMS OF PERFORMANCE RIGHTS

The Performance Rights entitle the holder to subscribe for Shares on the terms and conditions set out below.

1. Entitlement	Each Performance Right entitles the holder of the Performance Right to be issued one fully paid ordinary share in the Company, for no cash consideration, on these terms of issue including satisfaction of the Vesting Condition (defined below).
2. No cash consideration	The Performance Rights will be granted for no cash consideration.
3. Vesting	Each Performance Right will only vest and become exercisable when the 5‐day volume weighted average market price (as defined in the ASX Listing Rules) of the Company’s quoted Shares first exceeds $3.60 per Share (“Vesting Condition”).
4. Expiry Date	If the Vesting Condition is not satisfied by 5.00pm (WST) on the date that is 36 months from the date of issue, then the Performance Rights will automatically lapse. If this falls during a “Closed Period” as defined in the Company’s securities trading policy, the Expiry Date will be 5pm (AWST) on the date 10 Business Days after the last day of that Closed Period. Any Performance Rights that have vested before the time described in the paragraph above, will expire at 5:00pm (WST) on the date that is 36 months from the date of issue if not exercised before this date. If this falls during a “Closed Period” as defined in the Company’s securities trading policy, the Expiry Date will be 5pm (AWST) on the date 10 Business Days after the last day of that Closed Period.
5. Equity or cash settled	The Board will have the sole discretion to determine whether the Company with respect to each vested Performance Right being exercised is equity or cash settled. Where it is determined by the Board that a vested and exercised Performance Right is to be cash settled, then the cash payment to be made will be calculated by $3.60 (being the Share price of the Company at the date the Vesting Condition is satisfied) multiplied by the total number of vested and exercised Performance Rights.
6. Exercise	Subject to paragraphs 3 and 8, Performance Rights may only be exercised by notice in writing to the Company (“Exercise Notice”). Any Exercise Notice for a Performance Right received by the Company will be deemed to be a notice of the exercise of that Performance Right as at the date of receipt. No exercise price, or share issue price, is payable by the holder and the Company must issue the number of Shares, update the share register and issue and send to the holder an updated holding statement within 5 business days after receiving the notice.
7. Shares issued on exercise	The Share issued upon vesting will rank equally in all respects with the Company’s ordinary shares and the Company will apply to the ASX for

	official quotation of the Shares after they are issued.
8. Shareholder and regulatory approvals	Despite any other provision of these terms and conditions, exercise of Performance Rights into Shares will be subject to the Company obtaining all required (if any) Shareholder and regulatory approvals for the purpose of issuing the Shares to the holder. If exercise of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not result in a contravention of section 606(1) of the Corporations Act. Holders must give notification to the Company in writing if they consider that the exercise of the Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights will not result in any person being in contravention of section 606(1) of the Corporations Act.
9. Restrictions on transfer of Shares	If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, the Company will issue a prospectus pursuant to section 708A(11) of the Corporations Act to allow those Shares to be traded within 12 months after they are issued.
10. Participation in new issues	There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.
11. Adjustments for bonus issued 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) the number of Shares which must be issued on the exercise of an Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.
12. Adjustments for rights issues	If the Company makes a rights issue of Shares pro rata to existing Shareholders there will be no adjustment to these terms and conditions.
13. Adjustments for reorganization	If there is any reconstruction of the issued share capital of the Company, the rights of the holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.
14. Change of Control Event	On the occurrence of a change of control event, being, in general terms, an unconditional takeover bid under Chapter 6 of the Corporations Act, a court sanctioned scheme of arrangement or any other merger involving the Company occurs which results in the holders of Shares holding 50% or less of the voting shares in the Company, subject to the Listing Rules, the Board may in its sole discretion determine that all or a percentage of unvested Performance Rights will vest and become exercisable in accordance with the EIP rules.

15. Quotation	The Company will not apply for quotation of the Performance Rights on ASX.
16. Transferability	Performance Rights are only transferable in Special Circumstances (i.e. death or total or permanent disability, severe financial hardship or serious illness or injury) with the consent of the Board (which may be withheld in its absolute discretion).
17. Compliance with Laws	If the Corporations Act, the Listing Rules or the Constitution conflicts with these terms and conditions, or these terms and conditions do not comply with the Corporations Act, the Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non‐compliance, including but not limited to unilaterally amending these terms and conditions.

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AI assistant

GALILEO MINING LTD — AGM Information 2022

64962_rns_2022-08-22_0fb372f4-8749-4f51-b6e2-9ff2a72e0d3e.pdf

GALILEO MINING LTD (ACN 104 114 132)

Notice of Annual General Meeting

Annual General Meeting to be held at HLB Mann Judd, Level 4, 130 Stirling Street, Perth on 22 September 2022 commencing at 1:00pm (AWST)

Important

NOTICE OF ANNUAL GENERAL MEETING

COVID‐19 Information

BUSINESS

Annual Report

Resolution 1 ‐ Remuneration Report

Voting Prohibition Statement

Resolution 2 – Re‐election of Noel O’Brien

Resolution 3 – Appointment of Cecilia Camarri

Resolution 4 – Ratification of Placement Shares

Voting exclusion statement

Resolution 5 – Ratification of Broker Options

Voting exclusion statement

Resolutions 6(a), (b), (c) and (d) – Issue of Performance Rights to Directors

Voting exclusion statement

Voting Prohibition Statement

Resolution 7 – Amendments to the Company’s Constitution

Resolution 8 ‐ Approval of 10% Placement Facility

Voting exclusion statement

Other business

By order of the Board

EXPLANATORY STATEMENT

Important information

Interpretation

Voting exclusion statements

Proxies

Voting entitlements

REGULATORY INFORMATION

Annual Report

Resolution 1 – Remuneration Report

Directors’ recommendations

Resolution 2 – Re‐election of Noel O’Brien

Noel O’Brien Biography

Directors’ recommendations

Resolution 3 – Appointment of Cecilia Camarri as Director

Cecilia Camarri Biography

Directors’ Recommendation

Resolution 4 – Ratification of Placement Shares

Background

Listing Rule 7.1A and 7.4

Information required pursuant to Listing Rule 7.5

Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

Maximum number of securities the entity issued

Terms of the securities

Date by which the entity issued the securities

Issue price of the securities

Purpose of the issue and the intended use of the funds raised

Listing Rule 14.1A

Directors’ recommendations

Resolution 5 – Ratification of Broker Options

Background

Listing Rule 7.1 and 7.4

Information required pursuant to Listing Rule 7.5

Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected

Maximum number of securities the entity issued

Terms of the securities

Date by which the entity issued the securities

Issue price of the securities

Purpose of the issue and the intended use of the funds raised

If the securities will be issued under an agreement, a summary of the material terms of the agreement

Listing Rule 14.1A

Directors’ recommendations

Resolutions 6(a), (b), (c) and (d) ‐ Issue of Performance Rights to the Directors

Background

Chapter 2E of the Corporations Act

Listing Rule 10.14

Listing Rule 10.15

The name of the person

The maximum number and class of securities the entity intends to issue

The person’s current total remuneration package

Total

The date by which the entity will issue the equity securities

The issue price of the equity securities

Summary of the material terms of the Employee Incentive Plan

GALILEO MINING LTD AGM Information 2022