GREAT BOULDER RESOURCES LIMITED — Proxy Solicitation & Information Statement 2025

Feb 27, 2025

ACN 611 695 955

Notice of General Meeting, Explanatory Statement and Proxy Form

General Meeting to be held at Level 2, 22 Mount Street, Perth, Western Australia at 11:00am WST on Monday 31st March, 2025

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	15
Schedule 1– Terms of Lead Manager Options	17
Annexure A – Nomination of Auditor	Attached
Proxy Form	Attached

Important dates

Event Date Snapshot date for eligibility to vote 5:00pm WST on Saturday, 29 March 2025 Last day for receipt of Proxy Forms – Proxy 11:00am WST on Saturday, 29 March 2025 Forms received after this time will be disregarded General Meeting 11:00am WST on Monday 31 March, 2025

Voting

In compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of General Meeting in accordance with the instructions set out on that form by no later than 11:00am WST on Saturday, 29 March 2025.

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 2, 22 Mount Street, Perth, Western Australia at 11:00am WST on Monday 31st March, 2025.

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 prior issue of Placement Shares under Listing Rule 7.1

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue of 88,765,516 Placement Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”

Resolution 2: Ratification of prior issue of Placement Shares under Listing Rule 7.1A

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue of 60,711,055 Placement Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”

Resolution 3: Approval for issue of 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 Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 7,588,882 Lead Manager Options to Bell Potter Securities Limited, Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd (or their respective nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

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Resolution 4: Approval for issue of Shares to Mining + Heritage Legal under Listing Rule 7.1

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 of 523,875 Shares to RMOB Pty Ltd trading as Mining + Heritage Legal as part consideration for provision of project and operational services provided to the Company from 1 September 2024 until 31 January 2025, on the terms and conditions set out in the Explanatory Statement.”

Resolution 5: Approval for issue of Shares to Mineral Mapping Pty Ltd under Listing Rule 7.1

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 441,700 Shares to Mineral Mapping Pty Ltd as consideration for provision of consulting services provided to the Company from 1 January 2024 until 31 December 2024, on the terms and conditions set out in the Explanatory Statement.”

Resolution 6: Appointment of Auditor

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

“That, pursuant to section 327B of the Corporations Act for all other purposes, Criterion Audit Pty Ltd, having been nominated by a Shareholder, being qualified and having given its consent in writing to act as auditor, be appointed as the auditor of the Company to hold office from the conclusion of this General Meeting until it resigns or is removed from the office of auditor of the Company.”

By order of the Board

Melanie Ross Company Secretary 28 February 2025

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Voting exclusion statements

ASX voting exclusions

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.

Resolution	Excluded parties
Resolution 1 & 2	Placement Participants, being persons who participated in the issue, and any person who will obtain a material benefit as a result of the issue of Placement Shares (except a benefit solely by reason of being a Shareholder).
Resolutions 3	The Lead Managers (Bell Potter Securities Limited, Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd), any nominee of a Lead Manager who was granted Lead Manager Options, and any other person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being a holder of Shares).
Resolution 4	RMOB Pty Ltd trading as Mining + Heritage Legal or its nominee(s) or otherwise, 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 Shares).
Resolution 5	Mineral Mapping Pty Ltd or its nominee(s) or otherwise, 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 Shares).

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.

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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 Saturday, 29 March 2025 . 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. Resolutions 1 and 2: Ratification of issue of Placement Shares to Placement Participants – Listing Rule 7.1 and 7.1A

1.1 Background

On 31 October 2024, the Company announced its intention to raise up to a total of $6,300,000 (before costs) by the issue of Shares to persons who are sophisticated and institutional investors at $0.042 per Share ( Placement ).

On 6 November 2024, the Company issued a total of 149,476,571 Shares ( Placement Shares ) pursuant to the Placement to certain sophisticated and institutional investors ( Placement Participants ) at an issue price of $0.042 each to raise $6,278,016 before costs, using its issuing capacities under Listing Rule 7.1 and 7.1A as follows:

• (a) 88,765,516 Placement Shares using its placement capacity under Listing Rule 7.1; and

• (b) 60,711,055 Placement 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 Placement Shares under its Listing Rules 7.1 and 7.1A placement capacities respectively.

• 1.2

• ASX Listing Rules 7.1 and 7.1A

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

Listing Rule 7.1A provides that, in addition to the 15% placement capacity permitted without prior shareholder approval under Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under Listing Rule 7.1A may issue or agree to issue, during the period the approval is valid, a number of quoted Equity Securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period as adjusted in accordance with the formula in Listing Rule 7.1.

The Company obtained approval from its Shareholders to refresh its Listing Rule 7.1A capacity at its last annual general meeting held on 20 November 2024.

The issue of Placement Shares do not fit within any of the exceptions set out in Listing Rule 7.2 and, as they have not yet been approved by the Company’s Shareholders, effectively uses up the Company’s placement capacity in Listing Rules 7.1 and 7.1A 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 Placement Share issue date.

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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 and 7.1A.

• 1.3 Listing Rule 7.4

Listing Rule 7.4 allows the Shareholders of a listed company to subsequently ratify and approve issues of Equity Securities that have reduced the listed company’s placement capacities under Listing Rule 7.1 (15% limit) and Listing Rule 7.1A (10% limit). If Shareholders approve an issue under Listing Rule 7.4, the issue is taken to have been approved under Listing Rule 7.1 or Listing Rule 7.1A and does not reduce the Company’s placement capacities under those rules.

Accordingly, Resolutions 1 and 2 seek Shareholder approval under Listing Rule 7.4 in relation to the 149,476,571 Placement Shares issued under the Company’s placement capacities.

1.4 Technical Information required by Listing Rule 14.1A

Resolution 1

If Resolution 1 is passed, the 88,765,516 Placement Shares will be excluded in calculating the Company’s 15% placement capacity pursuant to Listing Rule 7.1. In addition, the 88,765,516 Placement Shares will be counted in Variable A under Listing Rule 7.1, which is the base number of Shares on which the 15% placement capacity under Listing Rule 7.1 is based. This will effectively increase the number of Equity Securities that can be issued without Shareholder approval under the 15% placement capacity under those rules.

If Resolution 1 is not passed, the 88,765,516 Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, until 12 months after the issue date of those Placement Shares (being 6 November 2025) unless subsequently approved by Shareholders before that date.

Resolution 2

If Resolution 2 is passed, the 60,711,055 Placement Shares will be excluded in calculating the Company’s 10% placement capacity pursuant to Listing Rule 7.1A. In addition, the 60,711,055 Placement Shares will be counted in Variable A under Listing Rule 7.1, which is the base number of Shares on which the 10% placement capacity under Listing Rule 7.1A is based. This will effectively increase the number of Equity Securities that can be issued without Shareholder approval under the 10% placement capacity under those rules.

If Resolution 2 is not passed, the 60,711,055 Placement Shares will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, until 12 months after the issue date of those Placement Shares (being 6 November 2025) unless subsequently approved by Shareholders before that date.

1.5 Listing Rule 7.5 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 Placement Participants, being:

• (i) new institutional professional and sophisticated investors who were identified by Bell Potter Securities Limited, Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd (the Lead Managers ); and

• (ii) existing significant Shareholders.

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Each Placement Participant is a sophisticated or professional investor within the meaning of section 708(8), (10), (11) or (12) of the Corporations Act, being an investor to whom securities may be issued without a prospectus or other disclosure document.

The Placement Participants 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 and existing significant Shareholders.

The Placement was supported by substantial Shareholder Collins St Asset Management Pty Ltd (through Bell Potter Nominees Ltd and Sandhurst Trustees Ltd ) for a total of 24,000,000 Placement Shares and Cumulus Wealth Pty Ltd (through a variety of sub holdings) for a total of 44,506,333 Placement Shares.

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

None of the other recipients of Placement Shares who were issued more than 6,094,116 Shares under the Placement (being 1% of the total number of Shares on issue prior to the Placement) is:

• (i) a Related Party of the Company;

• (ii) a member of key management personnel;

• (iii) a substantial Shareholder in the Company;

• (iv) an advisor of the Company; or

• (v) an Associate of any of the above.

• (b) The number and class of securities and the date issued

The Company issued a total of 149,476,571 Placement Shares on 6 November 2024 using its issuing capacities under Listing Rule 7.1 and 7.1A as follows:

• (i) 88,765,516 Placement Shares issued under Listing Rule 7.1 (being the subject of Resolution 1); and

• (ii) 60,711,055 Placement Shares issued under Listing Rule 7.1A (being the subject of Resolution 2).

All Placement Shares were fully-paid ordinary shares in the Company which rank equally with all other Shares on issue. The Placement Shares were issued using the Company’s available capacity under Listing Rules 7.1 and 7.1A and the issue of these Placement Shares did not breach either of Listing Rule 7.1 and 7.1A at the time of issue.

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

The Placement Shares were issued at an issue price of $0.042 per Share paid in cash, raising $6,278,016.

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

The funds raised under the Placement are proposed to be used by the Company to fund:

• (i) resource expansion exploration and drilling campaigns at the Company’s flagship Side Well Gold Project that hosts a JORC 2012 Mineral Resource Estimate (MRE) of 668koz @ 2.8g/t Au incl. a high-grade core of 496Koz @ 5.3g/t; including:

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  - A. Ongoing extensional drilling designed to expand the Mulga Bill and Ironbark resources;

  - B. Ongoing exploration and drill programs at Mulga Bill North to underpin a maiden resource; and

  - C. Testing high-priority regional discovery targets across the highly prospective +18km Ironbark mineralised corridors.

• (ii) Metallurgical testwork at Mulga Bill:

• (iii) Exploration at the Polelle and Wanganui Gold Projects located ~8km southwest of the Side Well Gold Project; and

• (iv) for corporate costs and general working capital requirements.

• (e) 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.

(f)

Voting exclusion

Voting exclusion statements for Resolutions 1 and 2 are included at page 3 of this Notice.

1.6 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2 as it will refresh the Company’s issuing capacities under Listing Rules 7.1 and 7.1A and give the Company the flexibility to raise additional working capital through the offer and issue of Equity Securities, if and as required.

2. Resolution 3: Approval to issue Lead Manager Options

• 2.1

Background

In connection with the Placement noted in Section 1, the Company entered into an agreement ( Lead Manager Mandate ) to issue up to 7,588,882 Options ( Lead Manager Options ) in consideration for brokerage services provided by Bell Potter Securities Limited, Discovery Capital Partners Pty Ltd and Cumulus Wealth Pty Ltd (the Lead Managers ).

The Lead Manager Options are to be split between the Lead Managers in the following portions:

• (a) Bell Potter: 33.3%;

• (b) Discovery Capital Partners: 33.3%; and

• (c) Cumulus Wealth: 33.3%.

Accordingly, each Lead Manager will be entitled to be issued up to 2,529,627 Lead Manager Options.

2.2 Regulatory requirements

As summarised in Section Error! Reference source not found. above, 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.

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The proposed issue of up to 7,588,882 Lead Manager Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 7,588,882 Lead Manager Options to the Lead Managers.

2.3 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of up to 7,588,882 Lead Manager Options. In addition, the issue of up to 7,588,882 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. Therefore, the Company will have to renegotiate the terms of the Lead Manager Mandate.

• 2.4

Listing Rule 7.3 information requirements

Pursuant to and in accordance with 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

Up to 7,588,882 Lead Manager Options will be issued to the Lead Managers of the Placement as follows:

• (i) Bell Potter Securities Limited: up to 2,529,627 Lead Manager Options;

• (ii) Discovery Capital Partners Pty Ltd: up to 2,529,627 Lead Manager Options; and

• (iii) Cumulus Wealth Pty Ltd: up to 2,529,627 Lead Manager Options.

• (b)

• The number and class of securities to be issued

Up to 7,588,882 Lead Manager Options are to be issued, being Options to subscribe for Shares in the Company.

• (c) A summary of the material terms of the securities

The material terms and conditions of Lead Manager Options are set out in the Schedule 1.

• (d) The price or other consideration the entity will receive for the issue

The Lead Manager Options will be issued no later than 3 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) and it is intended that issue of the Lead Manager Options will occur on the same date.

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

The Lead Manager Options will be issued at a nil issue price, in consideration for brokerage services provided by the Lead Managers in connection to the Placement.

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

The purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Lead Manager Mandate.

• (g) 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 are being issued to the Lead Managers (or their respective nominee(s)) under the Lead Manager Mandate. The Lead Managers were appointed to act as the lead manager of the Placement noted in Section 1.

The material terms of the Lead Manager Mandate are as follows:

The Company shall pay the Lead Managers (split in their respective portions):

• (i) a 2% management fee on the gross proceeds raised under the Placement, payable in cash (plus GST); and

• (ii) a 4% management fee on the gross proceeds raised under the Placement, payable in cash (plus GST).

Subject to the Company obtaining Shareholder approval (pursuant to Resolution 3), the Company will also issue up to 7,588,882 Lead Manager Options to be split between the Lead Managers in their respective portions.

The Lead Manager Mandate is otherwise on terms considered standard for an agreement of its nature.

(h) Voting exclusion

A voting exclusion statement is included for Resolution 3 at page 3 of this Notice.

• 2.5

Directors’ recommendation

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

3. Resolution 4: Approval for issue of Shares to Mining + Heritage Legal under Listing Rule 7.1

3.1 Background

The company has entered into an engagement agreement with RMOB Pty Ltd trading as Mining + Heritage Legal ( Mining + Heritage Legal ) for the ongoing provision of project and operational services ( MHL Agreement ). The agreed fee for this work is a monthly retainer of $10,000 of which:

• (a) $5,000 plus GST will be settled in cash;

• (b) $5,000 will be settled in Shares, at a price per Share equal to the 5-day VWAP prior to the end of each month ( Consideration Shares );

• (c) GST on the Consideration Shares will be payable in cash; and

• (d) the Consideration Shares are to be issued on a quarterly basis.

As at the date of this Notice, the Company has issued the following Shares to Mining + Heritage Legal in accordance with the MHL Agreement:

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• (a) 334,644 Shares to Mining + Heritage Legal on 8 April 2024 as part consideration for services provided over the months of December 2023 and January, February and March 2024, with the Consideration Shares issued at deemed issue prices of $0.0647 (77,269 Shares), $0.0583 (85,794 Shares), $0.0596 (83,943 Shares) and $0.0571 (87,638 Shares) per Consideration Share, being the 5-day VWAPs of Shares traded on ASX prior to 31 December 2023 and 31 January, 29 February and 31 March 2024 respectively;

• (b) 251,169 Shares to Mining + Heritage Legal on 11 July 2024 as part consideration for services provided over the months of April, May and June 2024, with the Consideration Shares issued at prices of $0.0618 (80,913 Shares), $0.0592 (84,527 Shares) and $0.0583 (85,729 Shares) per Consideration Share, being the 5-day VWAPs of Shares traded on ASX prior to 30 April, 31 May and 30 June 2024 respectively; and

• (c) 212,146 Shares to Mining + Heritage Legal on 5 December 2024 as consideration for services provided over the months of July and August 2024. These shares were issued at prices of $0.0490 (102,055 Shares) and $0.0454 (110,091 Shares) per Share, being the 5-day VWAPs of Shares traded on ASX prior to 31 July 2024 and 31 August 2024 respectively.

The Company is proposing to issue a total of 523,875 Shares to Mining + Heritage Legal ( MHL Consideration Shares ) as consideration for services provided between the months of September 2024 and January 2025. The MHL Consideration Shares are to be issued at prices of $0.0578 (86,437 Shares, September 2024), $0.0507 (98,668 Shares, October 2024) per Share, $0.0422 (118,610 Shares, November 2024), $0.0429 (116,543 Shares, December 2024), and $0.0483 (103,617 Shares, January 2025), being the 5-day VWAPs of Shares traded on ASX prior to each month end.

Resolution 4 is an ordinary resolution seeking approval by Shareholders of the proposed issue of the MHL Consideration Shares to Mining + Heritage Legal, so as to restore the capacity of the Company to issue further securities under Listing Rule 7.1 in the next 12 months.

3.2 Regulatory requirements

As summarised in Section Error! Reference source not found. above, 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 proposed issue does 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 Company’s placement capacity under Listing Rule 7.1, effectively reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the proposed issue.

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.

3.3 Technical information required by Listing Rule 14.1A

If Resolution 4 is approved, the Company will be able to proceed with the issue of MHL Consideration Shares and the MHL Consideration Shares 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 4 is not passed, the Company will not be able to proceed with the issue of the MHL Consideration Shares. Therefore, the Company will be required to settle the outstanding amounts in cash.

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3.4 Listing Rules information requirements

In accordance with the requirements of Listing Rule 7.3, the following information is provided in relation to Resolution 4:

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

The MHL Consideration Shares are to be issued to RMOB Pty Ltd trading as Mining + Heritage Legal.

• (b) The number and class of securities

523,875 MHL Consideration Shares, being fully-paid ordinary shares in the Company

• (c)

• The date on which the securities were issued

The MHL Consideration Shares will be issued as soon as possible after the Meeting (and in any event within three months of the Meeting).

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

Of the 523,875 MHL Consideration Shares to be issued:

• (i) 86,437 Shares will be issued at a deemed issue price of $0.0578 per Share, being the 5-day VWAP of Shares traded on ASX prior to 30 September 2024;

• (ii) 98,668 Shares will be issued at a deemed issue price of $0.0507 per Share, being the 5-day VWAP of Shares traded on ASX prior to 31 October 2024;

• (iii) 118,610 Shares will be issued at a deemed issue price of $0.0422 per Share, being the 5-day VWAP of Shares traded on ASX prior to 30 November 2024;

• (iv) 116,543 Shares will be issued at a deemed issue price of $0.0429 per Share, being the 5-day VWAP of Shares traded on ASX prior to 31 December 2024; and

• (v) 103,617 Shares will be issued at a deemed issue price of $0.0483 per Share, being the 5-day VWAP of Shares traded on ASX prior to 31 January 2025.

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

The purpose of the issue is as consideration payable by the Company to Mining + Heritage Legal for the ongoing provision of project and operational services pursuant to the MHL Agreement. The MHL Consideration Shares are to be issued in consideration for services provided between September 2024 and January 2025.

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

The material terms of the MHL Agreement are set out in Section 3.1 above.

(g) Voting exclusion statement

A voting exclusion statement is located on page 3 of the Notice.

3.5 Directors’ recommendation

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

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4. Resolution 5: Approval for issue of Shares to Mineral Mapping Pty Ltd under Listing Rule 7.1

4.1 Background

The Company has received consulting services from Mineral Mapping Pty Ltd ( Mineral Mapping ) between the period of 1 January 2024 and 31 December 2024. The consulting services provided by Mineral Mapping include geochemistry and alteration mapping for the Side Well Project. In consideration for these services the Company and Mineral Mapping reached an informal agreement for Mineral Mapping to settle $20,000 of outstanding fees ( Outstanding Fees ) owing to them in Shares, at a deemed issue price of $0.0453 per Share calculated on the 30 day volume weighted average price of Shares on ASX prior to 31 January 2025.

Accordingly, the Company proposes to issue 441,700 Shares ( MM Shares ) to Mineral Mapping in satisfaction of the Outstanding Fees.

Resolution 5 is an ordinary resolution seeking approval by Shareholders of the proposed issue of MM Shares to Mineral Mapping, so as to restore the capacity of the Company to issue further securities under Listing Rule 7.1 in the next 12 months.

4.2 Regulatory requirements

As summarised in Section Error! Reference source not found. above, 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 proposed issue of the 441,700 MM Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 5 seeks Shareholder approval for the purpose of Listing Rule 7.1 for the issue of 441,700 MM Shares to Mineral Mapping.

4.3

Technical information required by Listing Rule 14.1A

If Resolution 5 is approved, the MM Shares will be issued to Mineral Mapping satisfying the Outstanding Fees and 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 MM Shares. Therefore, the Company will be required to settle the Outstanding Fees in cash.

4.4 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 were issued or the basis on which those persons were determined

The MM Shares are to be issued to Mineral Mapping Pty Ltd (or their nominee).

• (b) The number and class of securities

441,700 MM Shares, being fully-paid ordinary shares in the Company

• (c) The date on which the securities were issued

The MM Shares will be issued as soon as possible after the Meeting (and in any event within three months of the Meeting).

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

441,700 MM Shares will be issued at a deemed issue price of $0.0453 per Share, being the 30-day VWAP of Shares traded on ASX prior to 31 January 2025.

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

The purpose of the issue of the MM Shares is to settle the Outstanding Fees owed by the Company to Mineral Mapping for services provided by Mineral Mapping between January 2024 and December 2024. No funds will be raised from the issue of the MM Shares.

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

The MM Shares were not issued pursuant to any formal agreement. However, the Company and Mineral Mapping reached an informal agreement that the Company will settle the Outstanding Fees owed to Mineral Mapping by the issue of 441,700 MM Shares, at a deemed issue price of $0.0453 per Share calculated on the 30 day volume weighted average price of Shares on ASX prior to 31 January 2025.

(g) Voting exclusion statement

A voting exclusion statement is located on page 3 of the Notice.

4.5 Directors’ recommendation

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

5. Resolution 6: Appointment of Auditor

5.1 Background

On 10 February 2025, pursuant to section 327C(1) of the Corporations Act 2001, Criterion Audit Pty Ltd ( Criterion ) was appointed as auditor of the Company to fill vacancy following ASIC’s consent to resignation of RSM Australia Partners ( RSM ) in accordance with section 329(5) of the Corporations Act 2001.

Under section 327C(2) of the Corporations Act 2001 ( Corporations Act ), an auditor who has been appointed under section 327C(1) of the Corporations Act only holds office until the Company’s next annual general meeting. The Company is then required to obtain shareholder approval to appoint an auditor at the next annual general meeting in accordance with section 327B(1) of the Corporations Act 2001.

Pursuant to section 328B of the Corporations Act, the Company has received a valid notice nominating Criterion to be appointed as the new auditor of the Company. A copy of this notice of nomination is set out in Annexure A of this Notice of Meeting.

Criterion has provided to the Company its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

Accordingly, Shareholder approval is being sought under Resolution 6 to appoint Criterion as the Auditor of the Company.

5.2 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 6.

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6. Glossary

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

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

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. 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. 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 Great Boulder Resources Limited (ACN 611 695 955).

General Meeting or The General Meeting of the Company, or any adjourned meeting thereof, Meeting convened by the Notice. Glossary This glossary of terms. Lead Manager Options Has the meaning given in Section 2.1. Lead Manager Mandate The agreement by which the Lead Managers were appointed to act as Lead Managers of the Placement, the material terms for which are outlined in Section 2.4(g).

Lead Managers Bell Potter Securities Limited (ACN 006 390 772), Discovery Capital Partners Pty Ltd (ACN 615 635 982) and Cumulus Wealth Pty Ltd (ACN 634 297 279), the joint lead managers to the Placement. Listing Rules The listing rules of ASX.

Notice or Notice of The notice of General Meeting which accompanies this Explanatory Meeting Statement. Option An option to acquire a Share.

Placement Has the meaning given in Section 1.1.

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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.
Service Agreement	Has the meaning given in Section 4.1.
Service Provider	Has the meaning given in Section 4.1.
Shares
Share	A fully paid ordinary share in the Company.
Shareholder	A holder of a Share.
WST	Australian Western Standard Time, being the time in Perth, Western
	Australia.

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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) Subscription Price: Lead Manager Option has no subscription price.

• (c) Exercise price: The exercise price of each Option is $0.063 (Exercise Price).

• (d) Expiry date : Lead Manager Option may be exercised at any time before 5.00pm WST the date that is three years from the 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.

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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.

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• (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.

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Schedule A

NOMINATION OF AUDITOR

The Company Secretary Great Boulder Resources Limited Level 1, 51 Colin Street West Perth, WA 6005

18 February 2025

Dear Sir / Madam

Nomination of Auditor – Great Boulder Resources Limited

For the purposes of section 328B of the Corporations Act 2001 , I, Ranko Matic, on behalf of Cavalier Corporate Pty Ltd (trustee for the Cavalier A/C) of PO Box 7054, Cloisters Square, Perth, Western Australia 6850, being a member of Great Boulder Resources Limited (“Company”) hereby nominate Criterion Audit Pty Ltd for appointment of auditor of the Company.

Yours faithfully,

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Ranko Matic, on behalf of Cavalier Corporate Pty Ltd (trustee for the Cavalier A/C) Director

for Securityholder registration.

Great Boulder Resources Limited | ABN 70 611 695 955

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 11.00am (AWST) on Saturday, 29 March 2025 , 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

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 Key Management Personnel. 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://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah 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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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Great Boulder Resources Limited, to be held at 11.00am (AWST) on Monday, 31 March 2025 at Level 2, 22 Mount Street, Perth WA 6000 hereby:

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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. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of prior issue of Placement Shares under Listing Rule 7.1 2 Ratification of prior issue of Placement Shares under Listing Rule 7.1A 3 Approval to issue Lead Manager Options 4 Approval for issue of Shares to Mining + Heritage Legal under Listing Rule 7.1 5 Approval for issue of Shares to Mineral Mapping Pty Ltd under Listing Rule 7.1 6 Appointment of Auditor

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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