GOLDEN MILE RESOURCES LTD - Proxy Solicitation & Information Statement 2023

Golden Mile Resources Limited Level 5, 126 Phillip Street SYDNEY NSW 2000 ACN: 614 538 402

[email protected] https://www.goldenmileresources.com.au/

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Golden Mile Resources Limited

Notice of Extraordinary General Meeting Explanatory Statement | Proxy Form

24 October 2023

2:00 pm AEDT

Address

To be held as a virtual meeting

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

Contents
Venue and Voting Information	2
Notice of Extraordinary General Meeting – Agenda and Resolutions	5
Notice of Extraordinary General Meeting – Explanatory Statement	15
Glossary	27
Annexure A – Terms of Lead Manager Options	Attached
Annexure B – Terms of Director Options	Attached
Annexure C – Valuation of Director Options	Attached
Annexure D – Summary of Terms of Employee Incentive Securities Plan	Attached
Proxy Form	Attached

Important Information for Shareholders about the Company’s EGM

This Notice is given based on circumstances as at 15 September 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.goldenmileresources.com.au/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2:00 pm (AEDT) on 24 October 2023 as a virtual meeting .

- If you wish to virtually attend the EGM (which will be broadcast as a live webinar), please pre register in advance for the virtual meeting here: https://us02web.zoom.us/webinar/register/WN_bUNhwoYaQDSsO036VUhJbg

After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the EGM.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to Company Secretary, Nova Taylor at [email protected] at least 48 hours before the EGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the EGM will need to login to the online meeting platform powered by Automic.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

Open your internet browser and go to investor.automic.com.au
Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration.
Click on “ Register ” and follow the steps
Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" to be taken to the voting screen
Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual- agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: [email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Golden Mile Resources Limited ACN 614 538 402 will be held at 2:00 pm (AEDT) on 24 October 2023 as a virtual meeting (Meeting) .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 2:00 pm (AEDT) on 22 October 2023.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Resolutions

Ratification of Prior Issue of Shares

1. Resolution 1 – Ratification of Prior Issue of Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 42,963,848 Shares issued on 26 July 2023 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 1 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 1 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	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 the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Issue of Unlisted Options

2. Resolution 2 – Approval of Issue of Unlisted Options to Sanlam Private Wealth Pty Ltd

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 4,500,000 Unlisted Options to Sanlam Private Wealth Pty Ltd, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 2 by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as
	a result of, the proposed issue (except a benefit solely by reason of being a holder
	of ordinary securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 2 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	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 the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

3. Resolution 3 – Approval of Issue of Unlisted Options to Grant Button, a Director of the Company

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,750,000 Unlisted Options to Grant Button, a Director of the Company, (and/or his nominee(s)), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:
(a)	a person who is expected to receive the securities as a result of the proposed issue;
(b)	a person who will obtain a material benefit as a result of the issue of the securities
	(except a benefit solely by reason of being a holder of ordinary securities in the
	Company); or
(c)	an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with direction given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	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 the Resolution; and
	• the holder vote on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 224 of the Corporations Act,
a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related
party	of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 3 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy appointed by
writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf
of a Resolution 3 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy
must not vote, on the basis of that appointment, on Resolution 3 if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management
	Personnel; and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

4. Resolution 4 – Approval of Issue of Unlisted Options to Francesco Cannavo, a Director of the Company

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,750,000 Unlisted Options to Francesco Cannavo, a Director of the Company, (and/or his nominee(s)), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a) a person who is expected to receive the securities as a result of the proposed issue;
(b) a person who will obtain a material benefit as a result of the issue of the securities
(except a benefit solely by reason of being a holder of ordinary securities in the
Company); or
(c) an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with direction given to the proxy or attorney to vote on the
Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(iii) 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 the Resolution; and
• the holder vote on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 224 of the Corporations Act,
a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related
party of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 4 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy appointed by
writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf
of a Resolution 4 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy
must not vote, on the basis of that appointment, on Resolution 4 if:
(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management
Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

5. Resolution 5 – Approval of Issue of Unlisted Options to Damon Dormer, a Director of the Company

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,750,000 Unlisted Options to Damon Dormer, a Director of the Company, (and/or his nominee(s)), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a) a person who is expected to receive the securities as a result of the proposed issue;
(b) a person who will obtain a material benefit as a result of the issue of the securities
(except a benefit solely by reason of being a holder of ordinary securities in the
Company); or
(c) an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with direction given to the proxy or attorney to vote on the
Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(iii) 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 the Resolution; and
• the holder vote on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 224 of the Corporations Act,
a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related
party of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 5 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy appointed by
writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf
of a Resolution 5 Excluded Party.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy	In accordance with section 250BD of the Corporations Act, a person appointed as a proxy
must not vote, on the basis of that appointment, on Resolution 5 if:
(a) the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management
	Personnel; and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of the
	Company’s Key Management Personnel.

6. Resolution 6 – Approval of Issue of Unlisted Options to Jordan Luckett, a Director of the Company

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,750,000 Unlisted Options to Jordan Luckett, a Director of the Company, (and/or his nominee(s)), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 6 by or on behalf of:
(a)	a person who is expected to receive the securities as a result of the proposed issue;
(b)	a person who will obtain a material benefit as a result of the issue of the securities
	(except a benefit solely by reason of being a holder of ordinary securities in the
	Company); or
(c)	an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 6 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with direction given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	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 the Resolution; and
	• the holder vote on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 224 of the Corporations Act,
a vote	on this Resolution must not be cast(in anycapacity)byor on behalf of a related

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 6 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if:

(a) the proxy is either:

(i) a member of the Company’s Key Management Personnel; or

(ii) a closely related party of a member of the Company’s Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

7. Resolution 7 – Adoption of Employee Incentive Securities Plan

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

“That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)), and for all other purposes, the Shareholders of the Company approve the adoption of an Employee Incentive Securities Plan and for the issue of up to 16,469,475 securities under that Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 7 by or on behalf of:
(a)	a person who is eligible to participate in the Employee Incentive Securities Plan; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 7 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	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 the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

BY ORDER OF THE BOARD

Nova Taylor Company Secretary

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 2:00 pm (AEDT) on 24 October 2023 as a virtual meeting .

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Extraordinary General Meeting are set out below.

Resolutions

Ratification of Prior Issue of Shares

Resolution 1 – Ratification of Prior Issue of Shares

Background

As announced by the Company on 20 June 2023, the Company completed a capital raising of $1,890,409 (before costs) via the issue of 42,963,848 Shares an issue price $0.044 per Share (the Placement ). The Company issued the 42,963,848 Placement Shares utilising the Company’s existing capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 42,963,848 Placement Shares, which were issued on 26 June 2023 ( Issue Date ).

All of the 42,963,848 Placement Shares were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

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.

The issue of 42,963,848 Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s 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 Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

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 Rule 7.1.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of Placement Shares for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of Placement Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

If this Resolution is not passed, the issue of Placement Shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

(a) The Placement Shares were issued to professional and sophisticated investors introduced to the Company by the lead manager to the Placement, Sanlam Private Wealth Pty Ltd. None of the Placement Participants were, or are, related parties of the Company, a member of KMP, a substantial holder in the Company, an adviser to the Company or an associate of any of them with the exception of substantial holder Rajiv Ramnarayan who subscribed for and was issued 2,431,638 Placement Shares.
(b) The Company issued 42,963,848 Placement Shares.
(c) The Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(d) The Placement Shares were issued on 26 June 2023.
(e) Each of the Placement Shares were issued at an issue price of $0.44 per Share, which raised $1,890,409 (before costs).
(f) Funds raised from the issue of the Shares have been and will be used by the Company for or the following:
Exploration of the Quicksilver Primary targets (Primary REE and Disseminated Nickel);
Exploration of the highly prospective Yuinmery targets;
Quicksilver Oxide advancement; and
Working capital purposes.
(g) The Placement Shares were not issued under an agreement.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Issue of Unlisted Options

Resolution 2 – Approval of Issue of Unlisted Options to Sanlam Private Wealth Pty Ltd

Background

This Resolution seeks Shareholder approval to issue and allot 4,500,000 Unlisted Options with an exercise price of $0.08 per Share expiring on the date that is 3 years from their date of issue to the Lead Manager of the Placement, Sanlam Private Wealth Pty Ltd (or their nominee(s)) ( Lead Manager Options ).

The effect of this Resolution is for Shareholders to approve the issue of these 4,500,000 Lead Manager Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

An issue of equity securities that is approved by the Company’s Shareholders under Listing Rule 7.1 will not use up the Company’s 15% limit and therefore does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to approve the issue of the Lead Manager Options under and for the purposes of Listing Rule 7.1.

If this Resolution is passed, the issue of the Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Lead Manager Options are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Lead Manager Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Lead Manager Options are issued.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The allottee is Sanlam Private Wealth Pty Ltd (or their nominee(s)).
(b) The maximum number of Unlisted Options to be issued is 4,500,000.
(c) The Lead Manager Options are Unlisted Options with an exercise price of $0.08 per Share expiring on the date that is 3 years from their date of issue. The full terms of the Lead Manager Options are set out in Annexure A of this Notice of Meeting.
(d) These Lead Manager Options will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(e) The Lead Manager Options will be offered for nil cash consideration.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

(f) Funds will not be raised from the issue of these Lead Manager Options as the issue is proposed to be made in partial consideration for lead manager services provided to the Company.
(g) The Options are being issued under a Lead Manager Mandate entered into between the Company and Sanlam Private Wealth Pty Ltd. Under the Lead Manager Mandate, Sanlam Private Wealth Pty Ltd agreed to provide Lead Manager Services and upon completion of the Placement the Company agreed to pay to Sanlam Private Wealth Pty Ltd raising fees of 6% of the funds raised pursuant to the Placement and Corporate Administration and DVP fees of $7,000 (plus GST). Additionally, the Company agreed to issue Sanlam Private Wealth Pty Ltd its nominee(s) 4,500,000 Lead Manager Options, which are the subject of this Resolution.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Resolutions 3 to 6 – Approval of Issue of Unlisted Options to Directors of the Company

Background

Resolutions 3 to 6 seek Shareholder approval to issue and allot a total of 15,000,000 Unlisted Options to the following Directors of the Company (or their nominee(s)) as part of their equity based remuneration ( Director Options ) on the terms and conditions set out below:

Director	Role	No of Director Options
Grant Button	Non-Executive Chair	3,750,000
Francesco Cannavo	Non-Executive Director	3,750,000
Damon Dormer	CEO and Managing Director	3,750,000
Jordan Luckett	Executive Director	3,750,000
	Total Director Options	15,000,000

Resolution 3 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 3,750,000 Director Options to Mr Grant Button or his nominee.

Resolution 4 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 3,750,000 Director Options to Mr Francesco Cannavo or his nominee.

Resolution 5 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 3,750,000 Director Options to Mr Damon Dormer or his nominee.

Resolution 6 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of 3,750,000 Director Options to Mr Jordan Luckett or his nominee.

Shareholder approval for the issue of Director Options is sought for the purpose of the ASX Listing Rules and all other purposes.

Director recommendation

Each Director has a material personal interest in the outcome of Resolutions 3 to 6 on the basis that all of the Directors (or their nominees) are to be issued Options should Resolutions 3 to 6 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 3 to 6 of this Notice.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the exceptions to the provisions set out in sections 210 to 216 of the Corporations Act; or
(b) Shareholder approval is obtained in the manner set out in section s217 to 227 of the Corporations Act, prior to the giving of the financial benefit.

The proposed issue of Director Options (which is a type of equity security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

a person whom there is reasonable grounds to believe will become a “related party” of a public company.

The issue of Options to related parties constitutes giving a financial benefit and each of the related parties is a related party of the company by virtue of being a Director.

As the Director Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Options. Accordingly, Shareholder approval for the issue of Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval.

A person in a position of influence for the purposes of Listing Rule 10.11 includes:

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an Associate of a person referred to in (a) to (c) above; and
(e) a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders.

Messrs Grant Button, Francesco Cannavo, Damon Dormer and Jordan Luckett are people in a position of influence for the purposes of Listing Rule 10.11. The proposed issue of Director Options does not fall within any of the exceptions in Listing Rule 10.12, and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

To this end, Resolutions 3 to 6 seek the required Shareholder approval to issue the Director Options to Messrs Grant Button, Francesco Cannavo, Damon Dormer and Jordan Luckett under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

Technical information required by Listing Rule 14.1A

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

If Resolutions 3 to 6 are passed, the Company will be able to proceed with the proposed issues of Director Options in the proportions set out above, within one month after the date of the Meeting. As Shareholder approval pursuant to ASX Listing Rule 7.1 will not be required for the issue of the Director Options (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Director Options along with the underlying Shares which may be issued upon exercise of the Director Options will not deplete the Company’s 15% placement capacity under ASX Listing Rule 7.1.

If any of Resolutions 3 to 6 are not passed, the Company will not be able to proceed with the proposed issues that are the subject of the disapproved Resolutions and the corresponding Directors will not receive the Director Options.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Technical Information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

The following information in relation to the issue of the Director Options to Messrs Grant Button, Francesco Cannavo, Damon Dormer and Jordan Luckett is provided to Shareholders for the purposes of ASX Listing Rule 10.13 and section 219 of the Corporations Act:

(a) The allottees are:
(i) Resolution 3: Mr. Grant Button or his nominee;
(ii) Resolution 4: Mr. Francesco Cannavo or his nominee;
(iii) Resolution 5: Mr. Damon Dormer or his nominee; and
(iv) Resolution 6: Mr. Jordan Luckett or his nominee
(b) Messrs Grant Button, Francesco Cannavo, Damon Dormer and Jordan Luckett are Directors of the Company and are therefore related parties of the Company under ASX Listing Rule 10.11.1.
(c) The maximum number of Director Options to be issued is:
(i) Resolution 3 (Mr. Grant Button or his nominee): 3,750,000 Options;
(ii) Resolution 4 (Mr. Francesco Cannavo or his nominee): 3,750,000 Options;
(iii) Resolution 5 (Mr. Damon Dormer or his nominee): 3,750,000 Options; and
(iv) Resolution 6 (Mr. Jordan Luckett or his nominee): 3,750,000 Options
(d) The Director Options will be issued on the following high-level terms:

Director	No of Director Options	Exercise Price	Vesting Period	Expiry Date
Grant Button	3,750,000	$0.10	1,250,000 vest on 30 June 2024; 1,250,000 vest on 31 December 2024; 1,250,000 vest on 30 June 2025	30 June 2026
Francesco Cannavo	3,750,000		1,250,000 vest on 30 June 2024; 1,250,000 vest on 31 December 2024; 1,250,000 vest on 30 June 2025
Damon Dormer	3,750,000		1,250,000 vest on 30 June 2024; 1,250,000 vest on 31 December 2024; 1,250,000 vest on 30 June 2025
Jordan Luckett	3,750,000		1,250,000 vest on 30 June 2024;

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

1,250,000 vest on 31 December 2024; 1,250,000 vest on 30 June 2025

A Vesting Period for a Director Option may, subject to Applicable Laws, be waived by the Board by written notice to the relevant Director and on such terms and conditions as determined by the Board and set out in that notice.

The full terms of the Director Options are set out in Annexure B of this Notice of Meeting.

(e) The Director Options will be issued within 1 month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(f)
The Director Options will be offered for nil cash consideration.
(g) The issue of Director Options is intended to remunerate and incentivise Messrs Grant Button, Francesco Cannavo, Damon Dormer and Jordan Luckett without requiring further expenditure by the Company, and to further align the Directors’ interests with that of Shareholders. This will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the related parties.

(h) the Director Options are unquoted Options. The Company has agreed to issue the Director Options to the related parties subject to Shareholder approval for the following reasons:

(i) the Director Options are unquoted; therefore, the issue of the Director Options has no immediate dilutionary impact on Shareholders;
(ii) the deferred taxation benefit which is available to the Related Parties in respect of an issue of Director Options is also beneficial to the Company as it means the related parties are not required to immediately sell the Director Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options on the terms proposed;
(i) the number of Director Options to be issued to each of the related parties has been determined based upon a consideration of:
(i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(ii) the remuneration of the related parties; and
(iii) incentives to attract and ensure continuity of service/retain the service of the related parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed;

(j) Excluding the Options, the subject of Resolutions 3 to 6, Messrs Grant Button, Francesco Cannavo, Damon Dormer and Jordan Luckett are entitled to the following as part of their current total remuneration package:

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Director	Current Financial Year ending 30 June 2024	Previous Financial Year ended 30June 2023
Grant Button	A$50,000 per annum (exclusive of superannuation in accordance with the superannuation guarantee regulatory rates).	A$103,9071
Francesco Cannavo	A$50,000 per annum (exclusive of superannuation in accordance with the superannuation guarantee regulatoryrates).	A$103,9072
Damon Dormer	A$250,000 per annum (exclusive of superannuation in accordance with the superannuation guarantee regulatoryrates).	$146,9643
Jordan Luckett	A$200,000 per annum (exclusive of superannuation in accordance with the superannuation guarantee regulatory rates).	$200,023 (exclusive of superannuation)4

Notes:

Comprising Directors’ fees of $50,000, a superannuation payment of $nil and share-based payments of $53,903 (including an increase of $53,903, being the value of the Options).
Comprising Directors’ fees of $50,000, a superannuation payment of $nil and share-based payments of $53,903 (including an increase of $53,903, being the value of the Options).
Comprising salary of $89,293, a superannuation payment of $8,750 and share-based payments of $48,921 (including an increase of $48,921, being the value of the Options).
Comprising salary of $212,895, a superannuation payment of $21,002 and share-based payments of $53,162 (including an increase of $53,162, being the value of the Options).
(k) A preliminary valuation of the Options using the Black-Scholes model indicated a value of $275,200.94. The pricing methodology is set out in Annexure C.
(l) No funds will be raised from the issue of these options. Any funds raised from the exercise of the options will be applied towards the Company’s mining exploration activities on the Company’s projects and otherwise for working capital purposes.
(m) The relevant interests of the related parties in securities of the Company as at the date of this Notice are set out below:

As at the date of this Notice

Director	Shares	Options	Undiluted(%)	Fully Diluted(%)
Grant Button1	4,000,000	5,750,000	1.21	2.10
Francesco Cannavo2	16,500,000	9,766,667	5.01	7.97
Damon Dormer3,4	3,525,000	13,562,500	1.07	3.69
Jordan Luckett5	10,495,000	11,247,500	3.19	4.69

Notes:

The Shares and Options are indirectly held by Grant Button through Wilberforce Pty Ltd, of which Mr Button is the sole director. The Options comprise:
a. 2,000,000 unlisted options with each option exercisable at $0.10 on or before 8 September 2025;

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

b. 2,000,000 unlisted options with each option exercisable at $0.125 on or before 8 September 2026;
c. 250,000 listed options with each option exercisable at $0.10 on or before 23 September 2023; and
d. 1,500,000 listed options with each option exercisable at $0.035 on or before 30 June 2025.
1. The Shares and Options are indirectly held by Francesco Cannavo through Apertus Capital Pty Ltd of which Mr Cannavo is a director and shareholder. The Options comprise:
a. 1,000,000 unlisted options with each option exercisable at $0.10 on or before 30 September 2023;
b. 2,000,000 unlisted options with each option exercisable at $0.10 on or before 8 September 2025;
c. 2,000,000 unlisted options with each option exercisable at $0.125 on or before 8 September 2026;
d. 2,556,667 listed options with each option exercisable at $0.10 on or before 23 September 2023; and
e. 2,200,000 listed options with each option exercisable at $0.035 on or before 30 June 2025.
1. The Shares comprise:
a. 1,337,500 Shares held indirectly by Damon Dormer through Mr Damon William Bruce Dormer ( ) of which Mr Dormer is a Trustee and a primary beneficiary; and
b. 2,187,500 Shares held indirectly by Damon Dormer through NADDA SUPER PTY LTD ( ) of which Mr Dormer is a Director and shareholder of Nadda Super Pty Ltd and a beneficiary of Nadda Superfund.
The Options comprise:
a. 12,000,000 unlisted options directly held by Damon Dormer with each option exercisable at $0.05 on or before 28 February 2026;
b. 468,750 listed options held indirectly by Damon Dormer through with each option exercisable at $0.035 on or before 30 June 2025;
c. 1,093,750 listed options held indirectly by Damon Dormer through with each option exercisable at $0.035 on or before 30 June 2025;
The Shares and Options are directly held by Jordan Luckett. The Options comprise:
a. 2,000,000 unlisted options with each option exercisable at $0.10 on or before 19 May 2025;
b. 2,000,000 unlisted options with each option exercisable at $0.15 on or before 19 May 2025; c. 1,000,000 unlisted options with each option exercisable at $0.10 on or before 8 September 2025;
d. 1,000,000 unlisted options with each option exercisable at $0.125 on or before 8 September 2026; and
e. 5,247,500 listed options with each option exercisable at $0.035 on or before 30 June 2025.

Post issue of the Director Options to Related Parties

Director	Shares	Options
Grant Button	4,000,000	9,500,000
Francesco Cannavo	16,500,000	13,516,667
Damon Dormer	3,525,000	17,312,500
Jordan Luckett	10,495,000	14,997,500

(n) If the Director Options issued to the related parties are exercised, a total of 15,000,000 Shares would be issued. This will increase the number of Shares on issue from 329,389,507 (being the total number of Shares on issue as at the date of this Notice) to 344,389,507 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 4.56%, comprising 1.14% by Grant Button, 1.14% by Francesco Cannavo, 1.14% by Damon Dormer and 1.14% by Jordan Luckett;

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

(o) The market price for Shares during the term of the Director Options would normally determine whether the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
(p) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	[0.065]	[14 June 2023]
Lowest	[0.012]	[3 - 5 April 2023]
Last	[0.038]	[14 September 2023]

(q) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 3 to 6; and
(r) a voting exclusion statement is included in Resolutions 3 to 6 of the Notice.

Adoption of Employee Incentive Securities Plan

Resolution 7 – Adoption of Employee Incentive Securities Plan

Background

Resolution 7 of this Notice of Meeting seeks Shareholder approval to adopt an employee incentive scheme entitled “Employee Incentive Securities Plan” ( Incentive Plan ) and for the issue of up to a maximum of 16,469,475 securities under the Incentive plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The purpose of the Plan is to:

(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

A summary of the key terms of the Incentive Plan is set out in Annexure C, and a copy of the rules of the Incentive Plan is available upon request from the Company.

ASX Listing Rules

If this Resolution is approved by Shareholders for all purposes under the Corporations Act and the ASX Listing Rules, including ASX Listing Rule 7.2 (exception 13(b)), it will have the effect of enabling the securities issued by the Company under the Incentive Plan to be automatically excluded from the formula to calculate the number of securities which the Company may issue in any 12 month period using Listing Rule 7.1 (15% capacity) during the next three year period.

Exception 13(b) is only available if and to the extent that the number of equity securities issued

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

The Company advises that Shareholder approval for the Incentive Plan has not been previously sought from Shareholders under ASX Listing Rule 7.2 (exception 13(b)). Accordingly, this would be the first time that the Company has sought Shareholder approval for the Incentive Plan for the purposes of ASX Listing Rule 7.2 (exception 13(b)).

If this Resolution is approved by Shareholders, the Company will be able to issue up to a maximum of 16,469,475 securities to eligible participants over a period of 3 years The issue of any Options to eligible participants under the Incentive Plan (up to the maximum number of Options stated above) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Incentive Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 7 is not passed, the Company will be able to proceed with the issue of securities under the Incentive Plan to eligible participants, but any issues of Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Options.

Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 7:

(a) a summary of the key terms and conditions of the Incentive Plan is set out in Annexure D; (b) the Company has not issued any Options under the Incentive Plan as this is the first time that Shareholder approval is being sought for the adoption of the Incentive Plan;
(c) the Company is seeking Shareholder approval to adopt the Incentive Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme); and
(d) the maximum number of Securities proposed to be issued under the Incentive Plan, following Shareholder approval, is 16,469,475 securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

Directors Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary at [email protected] if they have any queries in respect of the matters set out in these documents.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Golden Mile Resources Limited ACN 614 538 402.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Extraordinary General Meeting or EGM or Meeting means an Extraordinary General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

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

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure A

Terms of Lead Manager Options

The terms and conditions of the Lead Manager Options (each an Option for the purpose of this Annexure A) are set out below:

(a) Entitlement

Subject to paragraph (n), each Option entitled the holder to subscribe for one (1) Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.08 ( Exercise Price ).

Option will expire at 5.00 pm AEDT on the date that is 3 years from the date of issue (Expiry Date). Options not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to 5.00 pm AEDT on the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option Certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) 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 Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares in exercise

Within 15 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 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 of the ASX at the time, apply for Official Quotation of Shares issued pursuant to the exercise of the Options.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

If a notice delivered under paragraph (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus 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.

(h) Shares issued on exercise

Shares issued in exercise of the Options rank equally with all other Shares on issue at that time.

(i) Quotation of Shares issued on exercise

If the Company is admitted to the Official List at the relevant time, application will be made by the Company to ASX for Official Quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time, the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in Exercise Price

The Options do not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which the Options can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by the ASX or under applicable Australian securities laws.

(n) Bonus Issues

If prior to the Expiry Date, the Company makes a bonus issue of Shares to Shareholders, then the holders of Options, upon the exercise of such Options, would be entitled to have issued to them, in addition to Shares which would otherwise be issued to them upon the exercise of the Options, the Shares which would have been issued under that bonus issue ( Bonus Shares ) if, on the record date applicable to the Bonus Shares, they had been registered as the holder of the Shares to be issued to them upon exercise of the Options. Such Bonus Shares will be paid by the Company out of profits or reserves in the same manner as was applied in relation to the bonus issue and upon issue will rank equally in all respects with the Bonus Share.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure B

Terms of Director Options

The terms and conditions on which the Director Options are issued as applicable:

(a) Each Option entitles its holder to subscribe in cash for one Share.
(b) Each Option is exercisable at its Exercise Price at any time prior to its Expiry Date by completing an option exercise form and delivering it, together with payment for the number of Shares in respect of which the Option is exercised, to the registered office of the Company. Any Option that has not been exercised prior to the Expiry Date automatically lapses.
(c) each Director Option will vest automatically:
(i) upon the expiration of the applicable Vesting Period provided that the relevant Director remains employed by the Company for the duration of the Vesting Period;
(ii) where a change in control event occurs prior to the expiration of the relevant Vesting Period.
(d) automatically lapses without any claim against the Company on the occurrence of any of the following events:
(i) failure to meet the Options Vesting Period, unless the condition is waived by the Board at in its sole and absolute discretion;
(ii) Director Options that are not exercised by the expiry of the Exercise Period will lapse on the day immediately after the last day of the Exercise Period;
(iii) upon the bankruptcy, liquidation or winding up of the holder or the happening of any other event that results in the holder being deprived of the legal or beneficial ownership of the Option; or
(iv) upon the liquidation or winding up of the Company for any reason other than by the way of members’ voluntary winding up.
(e) The Options will not be quoted on the Official List.
(f) Subject to the Corporations Act, the ASX Listing Rules, and the constitution of the Company, each Option is freely transferable.
(g) The Company will apply for Official Quotation of the Shares issued upon the exercise of the Options, subject to any restriction imposed by ASX.
(h) Shares issued upon the exercise of the Options will rank pari passu with all other Shares on issue at that time.
(i) The Company will apply for official quotation by ASX of the Shares issued upon exercise of Options within 10 business days after the date of the issue, subject to any restriction obligations imposed by ASX.
(j) The Options will not give any right to participate in dividends unless and until Shares are issued upon exercise of the relevant Options.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

(k) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the life of the Option. The Company will ensure that holders will be given at least seven business days’ notice to allow for the exercise of Options prior to the record date in relation to any offers of securities made to Shareholders.
(l) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Options or the rights attaching to the Options or both will be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.
(m) There is no right to vary the Exercise Price.
(n) If there is any inconsistency between any of the preceding terms and conditions and the ASX Listing Rules, then the ASX Listing Rules prevail to the extent of the inconsistency.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure C

Valuation of Director Options

Valuation Date	28 August 2023
Market price of Shares	$0.037
Exercise Price	$0.10
Life(years)	2.8
Volatility	114%
Risk free rate	3.85%
Dividendyield	0.0%
Expiry Date	30/06/2026
No. of options	15,000,000
Indicative Value	275,200.94

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure D

Summary of Terms and Conditions of the Company’s Employee Incentive Securities Plan

A summary of the material terms of the Company’s Employee Securities Incentive Plan ( Plan ) is set out below.

Eligible Participant	Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
Purpose	The purpose of the Plan is to: (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities (Securities).
Maximum number of Convertible Securities	The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b). The maximum number of equity securities proposed to be issued under the Plan, following Shareholder approval, is 16,469,475 Securities. It is not envisaged that the maximum number of Securities will be issued immediately.
Plan administration	The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation and application	The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) the Securities provided under the Plan on such terms and conditions as the Board decides. On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
Grant of Securities	The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Rights attaching to Convertible Securities	AConvertible Securityrepresents a right to acquire one or more Plan Shares in accordance with the Plan (for example, an Option or a Performance Right). Prior to a Convertible Security being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security other than as expressly set out in the Plan; (a) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (b) is not entitled to receive any dividends declared by the Company; and (c) is not entitled to participate in any new issue of Shares (see Adjustment of Convertible Securities section below).
Restrictions on dealing with Convertible Securities	Convertible Securities issued under the Plan cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board in which case the Convertible Securities may be exercisable on terms determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
Vesting of Convertible Securities	Any vesting conditions applicable to the Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that security will lapse.
Forfeiture of Convertible Securities	Convertible Securities will be forfeited in the following circumstances: (a) in the case of unvested Convertible Securities only, where the holder ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Company and any Associated Bodies Corporate (as defined in the Corporations Act) (theGroup)]; (b) where a Participant acts fraudulently or dishonestly,negligently, in contravention of any Group policy or wilfully breaches their duties to the Group; (c) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (d) on the date the Participant becomes insolvent; or (e) on the Expiry Date, subject to the discretion of the Board.
Listing of Convertible Securities	Convertible Securities granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of Convertible Securities granted under the Plan on the ASX or any other recognised exchange.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Exercise of Convertible Securities and cashless exercise	To exercise a security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Securities (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice. An invitation to apply for Convertible Securities may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. Market Valuemeans, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. Convertible Securities may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Timing of issue of Shares and quotation of Shares on exercise	Within five business days after the issue of a valid notice of exercise by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
Restriction periods and restrictions on transfer of Shares on exercise	If the invitation provides that any Shares issued upon the valid exercise of a Convertible Security are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. Additionally, Shares issued on exercise of the Convertible Securities are subject to the following restrictions: (a) if the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the Convertible Securities may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Act; (b) all Shares issued on exercise of the Convertible Securities are subject to restrictions imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available; and all Shares issued on exercise of the Convertible Securities are subject to the terms of the Company’s Securities Trading Policy.
Rights attaching to Shares on exercise	All Shares issued upon exercise of Convertible Securities will rank equally in all respects with the then Shares of the Company.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Change of control	If a change of control event occurs (being an event which results in any person (either alone or together with associates) owning more than 50% of the Company’s issued capital), or the Board determines that such an event is likely to occur, any vested but unexercised or any unvested Convertible Securities must be exercised within 30 days of the change of control event. Any unexercised Convertible Securities will lapse. The Board may specify in the Invitation how the Convertible Securities will be treated on a change of control event occurring, or the Board determining that such event is likely to occur, which may vary depending upon circumstances in which the Participant becomes a leaver and preserve some or all of the Board’s discretion under this rule.
Participation in entitlements and bonus issues	Subject always to the rights under the following two paragraphs, Participants will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
Adjustment for bonus issue	If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the Participant is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.
Reorganisation	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
Buy-Back	Subject to applicable law, the Company may at any time buy-back Securities in accordance with the terms of the Plan.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Convertible Securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Convertible Securities.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.

Golden Mile Resources Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Golden Mile Resources Limited | ACN 614 538 402

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

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Your proxy voting instruction must be received by 2.00pm (AEDT) on Sunday, 22 October 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

Lodging your Proxy Voting Form:

The name and address shown above is as it appears on the Company’s share register. If this information

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

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name

of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

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

Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

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

CORPORATE REPRESENTATIVES

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

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/logi nsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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STEP 1 – How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Golden Mile Resources Limited, to be held virtually at 2.00pm (AEDT) on Tuesday, 24 October 2023 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution(s) 3 to 7 (except where I/we have indicated a different voting intention below) even though Resolution(s) 3 to 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE EGM:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

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STEP 2 – Your voting direction


STEP 2 – Your voting direction

Resolutions	For	Against	Abstain
1.
2.
3.
4.
5.
6.
7.

STEP 3 – Signatures and contact details

	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details	STEP 3 – Signatures and contact details
	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:																			Securityholder 3 Director / Company Secretary

	Email Address:

	Contact Daytime Telephone By providing your email address, you elect to receive all ofyour communications despatched by the Company																			Date(DD/MM/YY) electronically (where legally permissible). / /

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AI assistant

GOLDEN MILE RESOURCES LTD — Proxy Solicitation & Information Statement 2023

64960_rns_2023-09-21_a7624115-7e66-4798-9d70-eb116d8528ea.pdf

Golden Mile Resources Limited

24 October 2023

2:00 pm AEDT

Address

Contents

Important Information for Shareholders about the Company’s EGM

Venue and Voting Information

Your vote is important

Voting virtually at the Meeting

Voting by proxy

Power of Attorney

Corporate Representatives

Notice of Extraordinary General Meeting

Resolutions

Ratification of Prior Issue of Shares

1. Resolution 1 – Ratification of Prior Issue of Shares

Issue of Unlisted Options

2. Resolution 2 – Approval of Issue of Unlisted Options to Sanlam Private Wealth Pty Ltd

3. Resolution 3 – Approval of Issue of Unlisted Options to Grant Button, a Director of the Company

4. Resolution 4 – Approval of Issue of Unlisted Options to Francesco Cannavo, a Director of the Company

5. Resolution 5 – Approval of Issue of Unlisted Options to Damon Dormer, a Director of the Company

6. Resolution 6 – Approval of Issue of Unlisted Options to Jordan Luckett, a Director of the Company

7. Resolution 7 – Adoption of Employee Incentive Securities Plan

BY ORDER OF THE BOARD

Explanatory Statement

Resolutions

Ratification of Prior Issue of Shares

Resolution 1 – Ratification of Prior Issue of Shares

Background

ASX Listing Rule 7.1

Information required by ASX Listing Rule 7.5

Directors’ recommendation

Issue of Unlisted Options

Resolution 2 – Approval of Issue of Unlisted Options to Sanlam Private Wealth Pty Ltd

Background

ASX Listing Rule 7.1

Information Required by Listing Rule 7.3

Directors’ Recommendation

Resolutions 3 to 6 – Approval of Issue of Unlisted Options to Directors of the Company

Background

Director recommendation

Chapter 2E of the Corporations Act

Listing Rule 10.11

Technical information required by Listing Rule 14.1A

Technical Information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

Notes:

As at the date of this Notice

Notes:

Post issue of the Director Options to Related Parties

Adoption of Employee Incentive Securities Plan

Resolution 7 – Adoption of Employee Incentive Securities Plan

Background

ASX Listing Rules

Technical information required by Listing Rule 7.2 (Exception 13)

Directors Recommendation

Enquiries

Glossary

Annexure A

Terms of Lead Manager Options

(a) Entitlement

(b) Exercise Price

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares in exercise

(h) Shares issued on exercise

(i) Quotation of Shares issued on exercise

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in Exercise Price

(m) Transferability

(n) Bonus Issues

Annexure B

Terms of Director Options

Annexure C

Valuation of Director Options

Annexure D

Summary of Terms and Conditions of the Company’s Employee Incentive Securities Plan

GOLDEN MILE RESOURCES LTD Proxy Solicitation & Information Statement 2023