GREAT BOULDER RESOURCES LIMITED — Proxy Solicitation & Information Statement 2021

Apr 8, 2021

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ACN 611 695 955

Notice of General Meeting, Explanatory Statement and Proxy Form

General Meeting to be held at Level 1, 51 Colin Street, West Perth, Western Australia on Tuesday, 11 May 2021 at 12:30pm WST

Important note

The Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Contents

Item	Page
Notice of General Meeting	1
Voting exclusion statements	3
Proxy appointment, voting and Meeting instructions	4
Explanatory Statement	5
Glossary	14
Schedule 1 – Terms of Lead Manager Options	16
Schedule 2 – Terms of Zebina Options	19
Schedule 3 – Summary of Whiteheads Option Agreement	22
Proxy Form	Attached

Important dates

Event	Date
Snapshot date for eligibility to vote	5:00pm WST on Sunday, 9 May 2021
Last day for receipt of Proxy Forms – Proxy Forms	12:30pm WST on Sunday, 9 May 2021
received after this time will be disregarded
General Meeting	12:30pm WST on Tuesday, 11 May 2021

Notice of General Meeting

Notice is hereby given that a General Meeting of Great Boulder Resources Limited (ACN 611 695 955) ( Company ) will be held at the offices of the Company located on the Level 1, 51 Colin Street, West Perth, Western Australia at 12:30pm WST on Tuesday, 11 May 2021 .

The Explanatory Statement, which accompanies and forms part of this Notice, describes the various matters to be considered.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

AGENDA

Resolution 1: Ratification of issue of Placement Shares to Placement Participants

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 28,208,966 Placement Shares to the Placement Participants on 4 March 2021 at an issue price of $0.035 each made under the Company’s Listing Rule 7.1 placement capacity, on the terms and conditions set out in the Explanatory Statement.”

Resolution 2: Ratification of issue of Placement Shares to Placement Participants

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 18,805,977 Placement Shares to the Placement Participants on 4 March 2021 at an issue price of $0.035 each made under the Company’s Listing Rule 7.1A placement capacity, on the terms and conditions set out in the Explanatory Statement.”

Resolution 3: Approval to issue Lead Manager Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company of 5,537,314 Lead Manager Options, each exercisable at $0.0525 on or before 31 March 2024 to the Lead Managers and/or their respective nominee(s), as a fee for arranging and managing the Placement, on the terms and conditions set out in the Explanatory Statement.”

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Resolution 4: Approval for issue of Shares to a Director – Andrew Paterson

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

“That for the purposes of Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of up to 571,429 Shares at an issue price of $0.035 each, to Mr Andrew Paterson, a Director of the Company, or his nominee, by way of placement to raise funds, in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 5: Approval for issue of Shares and Options to acquire Whiteheads Project interest

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company to Zebina Minerals Pty Ltd or its nominees of 5,714,286 Shares and 5,714,286 Options each exercisable at $0.0542 each on or before three years from the issue date as part-consideration for the acquisition by the Company of a 75% interest in the Whiteheads Project on the terms and conditions set out in the Explanatory Statement.”

By order of the Board

Melanie Ross Company Secretary 7 April 2021

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Voting exclusion statements

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions.

The Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons or an Associate of those persons.

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

• the 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

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

• a holder acting solely in a nominee, trustee, custodial, or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on 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.

Resolution	Excluded parties
Resolution 1	Placement Participants, being the persons to whom the Placement Shares were issued.
Resolution 2	Placement Participants, being the persons to whom the Placement Shares were issued.
Resolution 3	The Lead Managers (Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd), any nominee of a Lead Manager who may be granted Lead Manager Options and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares).
Resolution 4	Andrew Paterson, any nominee of Andrew Paterson and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares).
Resolution 5	Zebina Minerals Pty Ltd, and nominee of Zebina and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares).

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Proxy appointment, voting and Meeting instructions

Appointment of a proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

If you wish to appoint the Chairperson as your proxy, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson please write the name of that person. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairperson will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

Votes on Resolutions

You may direct your proxy how to vote on a Resolution by placing a mark in one of the boxes opposite the Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions 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 Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on the Resolution will be invalid.

Chairperson voting undirected proxies

The Chairperson will vote undirected proxies in favour of all of the proposed Resolutions.

Voting entitlement (snapshot date)

For the purposes of determining voting and attendance entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 5.00pm WST on Sunday, 9 May 2021 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry before the Meeting or at the registration desk on the day of the Meeting.

Questions from Shareholders

At the Meeting, the Chairperson will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company.

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the General Meeting.

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

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms not otherwise defined in this Explanatory Statement shall have the meaning given to them in the Glossary.

1. Resolution 1 and 2: Ratification of issue of Placement Shares to Placement Participants

1.1 Background

On 24 February 2021, the Company announced its intention to raise up to a total of $3,108,210 (before costs) comprising of a non-renounceable entitlement offer of 2 Shares for every 9 Shares held by eligible Shareholders, to raise up to $1,462,687 ( Entitlement Offer ) and a private placement to raise up to $1,645,523 ( Placement ).

On 4 March 2021, the Company issued a total of 47,014,943 Shares ( Placement Shares ) to various professional and sophisticated investors ( Placement Participants ) at an issue price of $0.035 each to raise $1,645,523 before costs, using its issuing capacities under Listing Rule 7.1 and 7.1A as follows:

• (a) 28,208,966 Shares using its placement capacity under Listing Rule 7.1; and

• (b) 18,805,977 Shares using its placement capacity under Listing Rule 7.1A.

None of the Placement Participants are Related Parties of the Company.

Accordingly, Resolutions 1 and 2 are ordinary resolutions seeking ratification and approval by Shareholders of the prior issue of the Placement Shares under its Listing Rules 7.1 and 7.1A placement capacities respectively.

1.2 Regulatory requirements

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 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 Placement did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet 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 that rule.

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.

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To this end, Resolutions 1 and 2 seek shareholder approval to the Placement under and for the purposes of Listing Rule 7.4.

If Resolutions 1 and/or 2 are passed, the Placement will be excluded in calculating the 15% and 10% limits in Listing Rules 7.1 and 7.1A respectively, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the issue date.

If Resolutions 1 and/or 2 are not passed, the Placement will be included in calculating the 15% and 10% limits in Listing Rules 7.1 and 7.1A respectively, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the issue date.

1.3 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

(a) The names of the persons to whom the securities were issued or the basis on which those persons were determined

The Placement Shares were issued to professional and sophisticated investors who are clients of Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd (the Lead Managers).

The recipients of Placement Shares were identified through a bookbuild process, which involved the Lead Managers seeking expressions of interest to participate in the capital raising process from non-related parties of the Company.

None of the recipients are Related Parties of the Company.

(b) The number and class of securities

The Company issued a total of 47,014,943 Placement Shares using its issuing capacities under Listing Rule 7.1 and 7.1A as follows:

• (i) 28,208,966 Placement Shares using its placement capacity under Listing Rule 7.1 (the subject of Resolution 1); and

• (ii) 18,805,977 Placement Shares using its placement capacity under Listing Rule 7.1A (the subject of Resolution 2).

All Shares are fully-paid ordinary shares in the Company which rank equally with all other Shares on issue.

(c) The date on which the securities were issued

The Placement Shares were issued on 4 March 2021.

(d) The price or consideration the entity has received or will receive for the issue

The Placement Shares were issued for $0.035 per Share.

(e) The purpose of the issue, including use or intended use of the funds raised

As announced to ASX on 24 February 2021, the funds raised are being used for an aggressive exploration programme focused on the Company’s gold projects at the Side Well Gold Project and the Whiteheads Gold Project, including:

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• (i) RC / AC drilling at Side Well to follow up significant intersections and target primary gold zones and strike extensions;

• (ii) RC / AC drilling at the Whiteheads Project upon the completion of gravity data processing and target delineation;

• (iii) a review of nickel sulphide potential at the Whiteheads Project which may include an airborne electromagnetic survey;

• (iv) a strategic review of Yamarna Base Metals Project; and

• (v) corporate costs and general working capital requirements.

(f) If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement

The Placement Shares were not issued under any agreement.

1.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 1 and 2.

2. Resolution 3: Approval to issue Lead Manager Options

• 2.1

Background

As described in Section 1.1 above, the Company has undertaken the Placement.

Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd (the Lead Managers) acted as lead managers to the Placement. In accordance with their lead manager agreement, the fee payable to the Lead Managers for lead manager services performed includes the grant of a total of 5,537,314 Options to the Lead Managers (2,768,657 Options to each Lead Manager) ( Lead Manager Options ).

Resolution 3 is an ordinary resolution and seeks approval from Shareholders for the issue of the Lead Manager Options to the Lead Managers. None of the recipients of the Lead Manager Options are Related Parties of the Company.

• 2.2 Lead Managers’ Offer Management Agreement

The Company and the Lead Managers entered into an agreement ( Offer Management Agreement ) for the engagement of the Lead Managers pursuant to which the Lead Managers agreed to act as joint lead bookrunners and lead managers to provide corporate advisory and capital raising services in respect of the capital raising under the Placement, the Entitlement Offer and the shortfall to the Entitlement Offer (together, the Capital Raising ).

Pursuant to the terms of the Offer Management Agreement, the Lead Managers were engaged on an exclusive basis to:

• (a) determine investor demand for the Capital Raising;

• (b) solicit bids from institutional and professional investors to the Placement;

• (c) advise on the pricing for the Capital Raising; and

• (d) manage and co-ordinate the Capital Raising.

For performing these services, the Lead Managers have or will be paid the following amounts:

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• (a) a sales fee of 4% (plus GST) of the gross funds of the Placement, being a fee of $65,821; and

• (b) a management fee of 1% (plus GST) of the gross funds of the Placement to each Lead Manager, being a fee of $16,455 each.

Each Lead Manager (or its nominee(s)) is also entitled to subscribe for such number of Lead Manager Options as is equal to 1.0% of the total Shares on issue immediately after completion of the Capital Raising, being 2,768,657 Lead Manager Options each, subject to Shareholder approval of the issue of the Lead Manager Options.

The subscription price for the Lead Manager Options is $0.00001 per Option and the Lead Manager Options shall be allocated to each Lead Manager on an equal basis.

The Lead Managers will also be reimbursed for their out-of-pocket expenses and external legal expenses incurred in connection with the Placement.

2.3 Regulatory requirements

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 shares it had on issue at the start of that period.

The issue of the Lead Manager Options does not fall within any of the exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires approval of Shareholders under Listing Rule 7.1.

Resolution 3 seeks the required Shareholder approval for the issue of the Lead Manager Options under and for the purposes of Listing Rule 7.1

If Resolution 3 is passed the Company will be able to proceed with the issue of the Lead Manager Options, increasing the total number of Options on issue. In addition, the Lead Manager Options 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.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options to the Lead Managers or their nominee(s). In this scenario, the Company will be required to satisfy its obligation to issue Lead Manager Options in another manner. In this eventuality, the Lead Managers may be less inclined to assist the Company in its future capital raising endeavours.

2.4 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) The names of the persons to whom the securities were issued or the basis on which those persons were determined

The Lead Manager Options are proposed to be issued to Cumulus Wealth Pty Ltd and Discovery Capital Partners Pty Ltd or their nominee(s). None of the recipients will be related parties of the Company.

• (b)

The number and class of securities

The Company proposes to issue 5,537,314 Lead Manager Options.

The Lead Manager Options have an exercise price of $0.0525 each and expire on 31 March 2024, and otherwise have the terms set out in Schedule 1.

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(c) The date on which the securities will be issued

The Lead Manager Options will be issued as soon as possible after the Meeting and in any event on one date no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(d) The price or consideration the entity has received or will receive for the issue

The Lead Manager Options have an issue price of $0.00001 and are to be granted in consideration for services performed by the Lead Managers under the Offer Management Agreement for the Capital Raising.

(e) The purpose of the issue, including use or intended use of the funds raised

The issue of the Lead Manager Options will raise $55.

If all the Lead Manager Options are exercised prior to expiry, the Company will raise up to $290,709 on receipt of the exercise price for the Options and the anticipates it will use those funds for working capital purposes as required at that time.

(f) If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement

The Lead Manager Options is proposed to be issued pursuant to the Offer Management Agreement, the material terms of which are summarised at Section 2.2 above.

2.5 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

3. Resolution 4: Approval for issue of Shares to Andrew Paterson

3.1 Background

Resolutions 4 seeks Shareholder approval under Listing Rule 10.11 for the issue of 571,429 Shares at an issue price of $0.035 each (the same as the Placement price) to Andrew Paterson (or his nominee), being a Director of the Company, to raise $20,000 in funds for the Company.

3.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 – a related party;

• 10.11.2 - a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 – 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;

• 10.11.4 – an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 – a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 to 10.11.4 is such that, ASX’s opinion, the issue or agreement should be approved by its shareholders,

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unless it obtains approval of its shareholders.

The issue of Shares to Andrew Paterson falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing rule 10.12. It therefore requires approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 4 seeks the required Shareholder approval to issue Shares to Andrew Paterson under and for the purposes of Listing Rule 10.11.

If Resolution 4 is passed, the Company will be able to proceed with the issue of Shares to Andrew Paterson (or his nominee) and raise $20,000.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Shares to Andrew Paterson and will not raise $20,000, which in turn will reduce the amount of the capital the Company has.

3.3 Corporations Act requirements

(a) Related party financial benefit restrictions

The proposed issue of Shares to Andrew Paterson (or his nominee) constitutes the giving of a financial benefit to a Related Party of the Company.

For a public company to give a financial benefit to a Related Party of the public company, either:

• the public company must first obtain the approval of its shareholders in the manner set out in sections 217 to 227 of the Corporations Act, and give the benefit within 15 months following such approval; or

• the giving of the financial benefit must fall within a prescribed exception set out in sections 210 to 216 of the Corporations Act.

(b)

Arm’s length exception

Section 210 of the Corporations Act provides that shareholder approval is not required to give a financial benefit on terms that:

• would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length; or

• are less favourable to the related party than arm’s length terms.

The Directors (other than Andrew Paterson) consider that the issue of Shares to Andrew Paterson reflects arm’s length terms as it is on the same price per Share ($0.035) as Placement Shares issued to the Placement Participants.

The Directors (other Andrew Paterson) have therefore resolved that Shareholder approval is not required for the purposes of section 208 of the Corporations Act as the exception under section 210 of the Corporations Act applies.

3.4 Listing Rules information requirements

Listing Rule 10.13 requires that the following information be provided to Shareholders in relation to Resolution 4 for the purposes of obtaining approval under Listing Rule 10.11:

• (a) Name of the person

Andrew Paterson.

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• (b) Which category in Listing Rules 10.11.1—10.11.5 the person falls within and why

Andrew Paterson is a Director of the Company and therefore falls within Listing Rule 10.11.1.

(c) The number and class of securities proposed to be issued to the person

The Company proposes to issue 571,429 Shares to Andrew Paterson (or his nominee).

(d) The terms of the securities

Fully paid ordinary shares ranking equally with all other Shares on issue.

(e) The date on which the company will issue the securities, which must not be more than 1 month after the date of the meeting

Subject to Shareholder approval, the Company proposes to issue the Shares shortly following the Meeting, or otherwise on one date no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(f) The price or consideration the entity will receive for the issue

$0.035 per Share for a total of $20,000 in cash. The issue price is the same price at which Placement Shares were issued under the Placement.

(g) The purpose of the issue

To raise funds for the Company.

Funds raised will be applied for the purposes identified in Section 1.1(e).

• (h) The material terms of an agreement relating to the proposed issue of securities

Andrew Paterson has agreed to subscribe for, and the Company has agreed to issue, 571,429 Shares at $0.035 per Shares, subject to Shareholder approval of the issue.

3.5 Directors’ recommendation

The Directors, other than Andrew Paterson, recommend that Shareholders vote in favour of Resolution 4.

4. Resolution 5: Approval to issue Zebina Shares and Options

4.1 Background

On 30 August 2019 the Company entered into an option agreement to acquire a 75% interest in the Whiteheads Project from Zebina ( Whiteheads Option Agreement ). The option exercise notice period was originally 12 months but had been extended to 23 February 2021. The Company announced on 24 February 2021 that it had given notice to Zebina to exercise the option and agreed the payment terms with Zebina.

Under the Whiteheads Option Agreement the Company has the exclusive right (option) to acquire a 75% interest in exploration licences E27,544, E27/588 and E27/622 held by Zebina and which comprise the Whiteheads Project.

To acquire a 75% interest in the Whiteheads Project, the Company must pay Zebina a cash payment of $200,000 and $200,000 in Shares (5,714,286 Shares to be issued at $0.035 per Share) ( Zebina Shares ) plus one-for-one free attaching 3-year options exercisable at 5.42 cents

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each (5,714,286 Options) ( Zebina Options, and together with the Zebina Shares, Zebina Shares and Options ).

The issue of the Zebina Shares and Options to Zebina is subject to Shareholder approval, proposed to be sought at the General Meeting.

Settlement of the acquisition of a 75% interest in the Whiteheads Project is scheduled to occur within 14 days of the General Meeting. The acquisition is subject to the parties entering into a formal tenement purchase agreement and joint venture agreement on the terms set out in Schedule 3.

None of the recipients of the Zebina Shares and Options are Related Parties of the Company.

Resolution 5 is an ordinary resolution seeking approval from Shareholders for the issue of 5,714,286 Shares and 5,714,286 Options to Zebina under the Whiteheads Option Agreement.

4.2 Regulatory requirements

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 shares it had on issue at the start of that period.

The issue of the Zebina Shares and Options does not fall within any of the exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires approval of Shareholders under Listing Rule 7.1.

Resolution 5 seeks the required Shareholder approval for the issue of the Zebina Shares and Options under and for the purposes of Listing Rule 7.1

If Resolution 5 is passed the Company will be able to proceed with the acquisition of a 75% interest in the Whiteheads Project and issue of the Zebina Shares and Options, increasing the total numbers of Shares and Options on issue. In addition, the Zebina Shares and Options 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.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Zebina Shares and Options and will not be able to acquire a 75% interest in the Whiteheads Project from Zebina. In this scenario, the Company will not be able to continue to explore the Whiteheads Project and will forego its right to acquire an interest in the Whiteheads Project, which is considered potentially valuable by the Directors.

4.3 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) The names of the persons to whom the securities will be issued or the basis on which those persons will be identified or selected

The Zebina Shares and Options are proposed to be issued to Zebina Minerals Pty Ltd or its nominees. None of the recipients will be related parties of the Company.

(b) The number and class of securities

The Company proposes to issue 5,714,286 Shares and 5,714,286 Options.

The Shares are fully-paid ordinary shares ranking equally with all other Shares on issue

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The Zebina Options have an exercise price of $0.0542 and will expire three years from the date of issue, and otherwise will have the terms set out in Schedule 2.

(c) The date on which the securities will be issued

Subject to Shareholder approval, the Company proposes to issue the Zebina Shares and Options at completion of the purchase of the 75% interest in the Whiteheads Project (scheduled to occur within 14 days of the General Meeting) and in any event on one date no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(d) The price or consideration the entity has received or will receive for the issue

The Zebina Shares and Options are to be issued to satisfy $200,000 in partconsideration for the acquisition of a 75% interest in the Whiteheads Project under the Whiteheads Option Agreement. The Zebina Shares will be issued at a deemed issue price of $0.035 per Share.

(e) The purpose of the issue, including use or intended use of the funds raised

The Zebina Shares and Options are to be issued as part-consideration for the acquisition of 75% interest in the Whiteheads Gold Project. No funds will be raised by the issue of the Zebina Shares and Options,

(f) If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement

The Zebina Shares and Options are proposed to be issued pursuant to the Whiteheads Option Agreement, the material terms of which are summarised in Schedule 3.

4.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 5.

If Resolution 5 is passed, the Company will be able to acquire a 75% interest in the Whiteheads Project.

If Resolution 5 is not passed, the Company will not be able to acquire a 75% interest in the Whiteheads Project from Zebina. In this scenario, the Company will forego the right to acquire a potentially valuable exploration project.

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5. Glossary

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Associate

Has the meaning given to that term in the Corporations Act.

ASX ASX Limited (ACN 008 624 691) or the financial market known as the Australian Securities Exchange, as the context requires.

Board

The Company’s Board of Directors.

Capital Raising The capital raising under the Entitlement Offer and the Placement. Chairperson The chairperson of the Meeting. Company Great Boulder Resources Limited (ACN 611 695 955).

Company Secretary The Company Secretary of the Company at the time of the Meeting, being Ms Melanie Ross.

Constitution

The Constitution of the Company.

Corporations Act Corporations Act 2001 (Cth). Director A director of the Company.

Entitlement Offer Has the meaning given in Section 1.1. Equity Securities Has the meaning given to that term in ASX Listing Rule 19.12, being:

• (a) a share;

• (b) a unit;

• (c) a right to a share or unit or option;

• (d) an option over an issued or unissued security;

• (e) a convertible security;

• (f) any security that ASX decides to classify as an equity security;

• (g) but not a security that ASX decides to classify as a debt security.

• Explanatory Statement This explanatory statement which accompanies and forms part of the Notice.

GBR

General Meeting or Meeting

Glossary

Great Boulder Resources Limited (ACN 611 695 955).

The General Meeting of the Company, or any adjourned meeting thereof, convened by the Notice.

This glossary of terms.

Lead Manager Options Has the meaning given in Section 2.1.

Lead Managers Discovery Capital Partners Pty Ltd (ACN 615 635 982) and Cumulus Wealth Pty Ltd (ACN 634 297 279), the joint lead managers to the Capital Raising under the Offer Management Agreement.

Listing Rules

Notice or Notice of Meeting

Offer Management Agreement

Option

The listing rules of ASX.

The notice of General Meeting which accompanies this Explanatory Statement.

Has the meaning given in Section 2.2.

An option to acquire a Share.

14

Placement	Has the meaning given in Section 1.1.
Placement Participants	Has the meaning given in Section 1.1.
Placement Shares	Has the meaning given in Section 1.1.
Proxy Form	The proxy form accompanying the Notice.
Resolution	A resolution set out in the Notice.
Related Party	Has the meaning given to that term in the Listing Rules.
Section	A section of the Explanatory Statement.
Share	A fully paid ordinary share in the Company.
Shareholder	A holder of a Share.
Whiteheads Projector	Exploration licences E27/544, E27/588 and E27/622 located north of
Whiteheads Gold	Kalgoorlie, Western Australia.
Project
Whiteheads Option	The binding heads of agreement between the Company and Zebina, as
Agreement	amended by a further agreement between the parties, under which the
	Company has an option to acquire a 75% interest in the tenements
	comprising the Whiteheads Project.
WST	Australian Western Standard Time, being the time in Perth, Western
	Australia.
Zebina	Zebina Minerals Pty Ltd (ACN 158 186 040).

15

Schedule 1

Terms of Lead Manager Options

The Lead Manager Options are issued on the following terms:

• (a) Entitlement : Each Option entitles the holder ( Option Holder ) to subscribe for one fully paid ordinary Share in the Company.

• (b) No payment on grant : The Option Holder is required to pay a subscription amount of $0.00001 per Option on the grant of the Options.

• (c) Exercise price : The exercise price of each Option is $0.0525 ( Exercise Price ).

• (d) Expiry date : Each Option may be exercised at any time before 5.00pm WST on 31 March 2024 ( Expiry Date ). Any Option not exercised by the Expiry Date will automatically expire.

• (e) Certificate or Holding Statement : The Company must give the Option Holder a certificate or Holding Statement stating:

• (i) the number of Options issued to the Option Holder;

• (ii) the Exercise Price of the Options; and

• (iii) the date of issue of the Options.

• (f) Transfer :

• (i) The Options are transferable, subject to applicable law.

• (ii) Subject to the Listing Rules and the Corporations Act, the Option Holder may transfer some or all of the Options at any time before the Expiry Date by:

  • A. a proper ASTC regulated transfer (as defined in the Corporations Act) or any other method permitted by the Corporations Act; or

  • B. a prescribed instrument of transfer.

• (iii) An instrument of transfer of an Option must be:

  • A. in writing;

  • B. in any usual form or in any other form approved by the Directors that is otherwise permitted by law;

  • C. subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and

  • D. delivered to the Company, at the place where the Company's register of option holders is kept, together with the certificate (if any) of the Option to be transferred and any other evidence as the Directors require to prove the title of the transferor to that Option, the right of the transferor to transfer that Option and the proper execution of the instrument of transfer.

• (g) Quotation of Options : The Company will not apply to ASX for Official Quotation of Options.

• (h) Quotation of Shares : The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.

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• (i) New issues : The Option Holder is not entitled to participate in any new issue to Shareholders of Securities in the Company unless it has exercised its Options before the record date for determining entitlements to the new issue of Securities and participate as a result of holding Shares.

• (j) Bonus issues : If the Company makes a bonus issue of Shares or other Securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Option before the record date for determining entitlements to the issue.

• (k) Reorganisation : If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option Holder (including the number of Options to which the Option Holder is entitled to and the Exercise Price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

Any calculations or adjustments which are required to be made will be made by the Company's Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option Holder.

The Company must, within a reasonable period, give to the Option Holder notice of any change to the Exercise Price of any Options held by the Option Holder or the number of Shares which the Option Holder is entitled to subscribe for on exercise of an Option.

(l) Exercise of Options :

• (i) To exercise Options, the Option Holder must give the Company or its Share Registry, at the same time:

• A. a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Options being exercised and Shares to be issued;

• B. payment of the Exercise Price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment, approved by the Company; and

• C. any certificate for the Options.

• (ii) The Option Holder may only exercise Options in multiples of 10,000 Options unless the Option Holder exercises all Options held by the Option Holder.

• (iii) Options will be deemed to have been exercised on the date the exercise notice and Exercise Price are received by the Company.

• (iv) If the Option Holder exercises less than the total number of Options registered in the Option Holder's name:

• A. the Option Holder must surrender their Option certificate (if any); and

• B. the Company must cancel the Option certificate (if any) and issue the Option Holder a new Option certificate or Holding Statement stating the remaining number of Options held by the Option Holder.

17

• (m) Issue of Shares on exercise of Options :

• (i) Within five Business Days after receiving an application for exercise of Options and payment by the Option Holder of the Exercise Price, the Company must issue the Option Holder the number of Shares specified in the application.

• (ii) Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.

• (n) Governing law : These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

18

Schedule 2

Terms of Zebina Options

The Zebina Options are issued on the following terms:

• (a) Entitlement : Each Option entitles the holder ( Option Holder ) to subscribe for one fully paid ordinary Share in the Company.

• (b) No payment on grant : The Option Holder is not required to pay any amount on the grant of an Option.

• (c) Exercise price : The exercise price of each Option is $0.0542 ( Exercise Price ).

• (d) Expiry date : Each Option may be exercised at any time before 5.00pm WST three years from issue date ( Expiry Date ). Any Option not exercised by the Expiry Date will automatically expire.

• (e) Certificate or Holding Statement : The Company must give the Option Holder a certificate or Holding Statement stating:

• (i) the number of Options issued to the Option Holder;

• (ii) the Exercise Price of the Options; and

• (iii) the date of issue of the Options.

• (f) Transfer :

• (i) The Options are transferable, subject to applicable law.

• (ii) Subject to the Listing Rules and the Corporations Act, the Option Holder may transfer some or all of the Options at any time before the Expiry Date by:

  • A. a proper ASTC regulated transfer (as defined in the Corporations Act) or any other method permitted by the Corporations Act; or

  • B. a prescribed instrument of transfer.

• (iii) An instrument of transfer of an Option must be:

  • A. in writing;

  • B. in any usual form or in any other form approved by the Directors that is otherwise permitted by law;

  • C. subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and

  • D. delivered to the Company, at the place where the Company's register of option holders is kept, together with the certificate (if any) of the Option to be transferred and any other evidence as the Directors require to prove the title of the transferor to that Option, the right of the transferor to transfer that Option and the proper execution of the instrument of transfer.

• (g) Quotation of Options : The Company will not apply to ASX for Official Quotation of Options.

• (h) Quotation of Shares : The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.

19

• (i) New issues : The Option Holder is not entitled to participate in any new issue to Shareholders of Securities in the Company unless it has exercised its Options before the record date for determining entitlements to the new issue of Securities and participate as a result of holding Shares.

• (j) Bonus issues : If the Company makes a bonus issue of Shares or other Securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Option before the record date for determining entitlements to the issue.

• (k) Reorganisation : If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option Holder (including the number of Options to which the Option Holder is entitled to and the Exercise Price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

Any calculations or adjustments which are required to be made will be made by the Company's Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option Holder.

The Company must, within a reasonable period, give to the Option Holder notice of any change to the Exercise Price of any Options held by the Option Holder or the number of Shares which the Option Holder is entitled to subscribe for on exercise of an Option.

(l) Exercise of Options :

• (i) To exercise Options, the Option Holder must give the Company or its Share Registry, at the same time:

• A. a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Options being exercised and Shares to be issued;

• B. payment of the Exercise Price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment, approved by the Company; and

• C. any certificate for the Options.

• (ii) The Option Holder may only exercise Options in multiples of 10,000 Options unless the Option Holder exercises all Options held by the Option Holder.

• (iii) Options will be deemed to have been exercised on the date the exercise notice and Exercise Price are received by the Company.

• (iv) If the Option Holder exercises less than the total number of Options registered in the Option Holder's name:

• A. the Option Holder must surrender their Option certificate (if any); and

• B. the Company must cancel the Option certificate (if any) and issue the Option Holder a new Option certificate or Holding Statement stating the remaining number of Options held by the Option Holder.

20

• (m) Issue of Shares on exercise of Options :

• (i) Within five Business Days after receiving an application for exercise of Options and payment by the Option Holder of the Exercise Price, the Company must issue the Option Holder the number of Shares specified in the application.

• (ii) Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.

• (n) Governing law : These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

21

Schedule 3

Summary of Whiteheads Option Agreement

1. The Whiteheads Option Agreement is a legally binding heads of agreement entered into on or about 23 August 2019 between the Company ( GBR ) and Zebina, as amended by letter agreement entered into in February 2021, under which the Company has been granted the exclusive right ( Option ) to acquire a 75% interest in exploration licences E27,544, E27/588 and E27/622 ( Tenements ) held by Zebina and which comprise the Whiteheads Project.

2. GBR has paid a fee of $50,000 and issued Shares to the value of $50,000 to Zebina as the fee for the grant of the option. The Company extended the initial term of the Option by paying $50,000 to Zebina.

3. The Company has given notice to Zebina to exercise the Option.

4. The Company is entitled (by itself or by its nominated entity) to acquire a 75% legal and beneficial interest in the Tenements subject to the reservation noted at paragraph 8 below ( Sale Interest ), for the following consideration:

5. (a) payment by GBR or its nominated entity to Zebina of $200,000;

6. (b) issue to Zebina of 5,714,286 Shares at a deemed issue price of $0.035 per Share; and

7. (c) issue to Zebina 5,714,286 Options exercisable at $0.0542 each and expiring 3 years after the date of grant of the Options.

8. The issue of the Shares and Options is subject to the approval of GBR’s shareholders in general meeting for the purposes of the ASX listing rules (as a condition precedent to completion of the acquisition of the Sale Interest).

9. Completion of the acquisition of the Sale Interest shall take place on a date within 14 days after the General Meeting.

10. The parties shall use their best endeavours to negotiate in good faith and enter into a joint venture agreement ( JVA ) in respect of the Tenements. The JVA shall contain terms and conditions that are standard for an exploration joint venture agreement and shall also include the following provisions:

11. (a) Zebina will hold a 25% interest in the Tenements and that interest will be free-carried unless and until a decision to proceed with mining operations ( Decision to Mine ) is made by GBR in respect of any area within the Tenements reasonably required for the purposes of undertaking commercial mining operations ( Mining Area ), in which case Zebina's interest will cease to be free-carried in respect of the Mining Area (but will continue to be free-carried at 25% in respect of the remainder of the Tenements).

12. (b) Throughout any period during which Zebina is free carried in respect of any part of the Tenements ( Free Carried Period ), GBR agrees to sole fund all costs incurred in connection with the exploration and development of those parts of the Tenements ( Expenditure ) and Zebina will not be required to contribute any Expenditure during the Free Carried Period in respect of those areas.

13. (c) Within 30 days following a Decision to Mine being made and notified to Zebina, Zebina may elect not to contribute its portion of Expenditure and instead to convert its interest in the relevant Mining Area to a 1.25% Gross Production Royalty in respect of any gold or other minerals produced from the Mining Area ( GPR ).

14. (d) If Zebina does not elect to convert its interest in the Mining Area to the GPR:

    • (i) The parties will enter into a separate joint venture agreement in respect of the Mining Area in the same interests (25/75) ( Interest ) and in substantially the same terms as the JVA (with only such modifications as are necessary to make it relevant to the fact

22

that it is a mining joint venture agreement not an exploration joint venture agreement) ( Mining JVA ).

• (ii) The Mining Area will be excised from the JVA which will otherwise continue to apply to the Tenements;

• (iii) Subject to subparagraph (iv) below, Zebina will contribute to Expenditure in respect of the Mining Area in accordance with any budget and program approved in accordance with the Mining JVA and in an amount that is proportionate to its Interest.

• (iv) At any stage during the term of the JVA, Zebina may elect not to contribute its portion of any call for contribution to Expenditure in which case its Interest shall be reduced in accordance with the following formula, with the Interest of GBR increasing to acquire the diluted portion of Zebina's Interest:

Diluted Interest = AE x 100 Total Expenditure

Diluted Interest means Zebina's Interest percentage equivalent after the dilution;

AE means the actual expenditure contributed by Zebina to Expenditure in the period immediately after the Free Carried Period up to the date of calculation; and

Total Expenditure means the sum of actual expenditure contributed to Expenditure by both Zebina and GBR in the period immediately after the Free Carried Period up to the date of calculation.

  - (v) Zebina shall have the right at any stage to convert its remaining Interest into the GPR.

  - (vi) If Zebina's Interest dilutes to less than 5%, then it will be deemed to have assigned and conveyed its Interest to GBR and in return Zebina will receive the GPR and will cease to have any further right, title or interest in and to the relevant Mining JVA (other than the right to receive the GPR).

• (e) A separate Mining JVA will be entered into in respect of each separate Mining Area within the Tenements on the terms set out above.

• (f) Initial shares in any Mining Lease applied for in respect of a Mining Area will be allocated 25% to Zebina and 75% to GBR.

• Zebina will retain alluvial gold rights and the right to work through existing historic mine spoils with respect to the Tenements. Such rights allow for the use of mechanised equipment to extract alluvial and specimen gold within the limits of the conditions applicable to each Tenement.

• Zebina has represented and warranted to GBR that:

• (a) Zebina is the sole legal and beneficial holder of the Tenements;

• (b) the Tenements are in good standing under the Mining Act and are not liable to cancellation or forfeiture; and

• (c) Zebina has complied with all laws and authorisations with respect to the Tenements.

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