HAWK RESOURCES LIMITED. — Proxy Solicitation & Information Statement 2021

Aug 23, 2021

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Alderan Resources Limited ACN 165 079 201

Notice of General Meeting

The General Meeting of the Company will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Thursday, 23 September 2021 at 10.00am (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN-PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN-PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional adviser prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company on +61 8 6143 6711.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice.

Alderan Resources Limited ACN 165 079 201 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Alderan Resources Limited ( Company ) will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Thursday, 23 September 2021 at 10.00am (WST) ( Meeting ).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company’s Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at https://alderanresources.com.au/ and the ASX announcement platform.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on Tuesday, 21 September 2021.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

1 Resolutions

Resolution 1 – Ratification of Tranche 1 Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 44,116,163 Tranche 1 Placement Shares, on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 – Approval of issue of Tranche 2 Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,

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Shareholders approve the issue of up to 80,883,825 Tranche 2 Placement Shares, on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Approval of issue of Director Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 2,625,000 Shares to the Directors (or their respective nominees) as follows:

• (a) up to 1,000,000 Shares to Scott Caithness (or his nominees);

• (b) up to 500,000 Shares to Tom Eadie (or his nominees);

• (c) up to 500,000 Shares to Bruno Hegner (or his nominees); and

• (d) up to 625,000 Shares to Peter Williams (or his nominees),

on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Approval of issue of Lead Manager Options

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 20,000,000 Lead Manager Options, on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1 by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates;

• (b) Resolution 2 by or on behalf of 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 Shareholder), or any of their respective associates;

• (c) Resolution 3(a) by or on behalf of Scott Caithness (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

• (d) Resolution 3(b) by or on behalf of Tom Eadie (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

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• (e) Resolution 3(c) by or on behalf of Bruno Hegner (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

• (f) Resolution 3(d) by or on behalf of Peter Williams (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and

• (g) Resolution 4 by or on behalf of 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 Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

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

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

• (i) 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

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Mathew O’Hara Company Secretary Alderan Resources Limited Dated: 24 August 2021

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Alderan Resources Limited ACN 165 079 201

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Thursday, 23 September 2021 at 10.00am (WST) ( Meeting ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of Tranche 1 Placement Shares
Section 4	Resolution 2 – Approval of issue of Tranche 2 Placement Shares
Section 5	Resolution 3 – Approval of issue of Director Placement Shares
Section 6	Resolution 4 – Approval of issue of Lead Manager Options
Schedule 1	Definitions
Schedule 2	Terms and Conditions of Lead Manager Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2.

Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the

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COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an ASX announcement.

2.2

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.3

Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms .

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• (iv) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (v) the appointed proxy is not the chair of the meeting;

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• (vi) at the meeting, a poll is duly demanded on the resolution; and

• (vii) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.4

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

2.5

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at mohara@konkera.com.au by Tuesday, 21 September 2021 at 5.00pm (WST).

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Ratification of Tranche 1 Placement Shares

3.1

General

On 2 August 2021, the Company announced that it had received firm commitments for a placement to raise approximately $5,000,000 (before costs) by the issue of approximately 125,000,000 Shares at $0.04 each ( Placement ). In addition, the Directors will participate for an additional 2,625,000 Shares at $0.04 each, subject to shareholder approval.

The Placement, including the Director participation, is comprised of the following three tranches:

• (a) 44,116,163 Shares issued using the Company's placement capacity under Listing Rule 7.1 ( Tranche 1 Placement Shares );

• (b) up to 80,883,825 Shares to be issued subject to the prior receipt of Shareholder approval under Resolution 2 ( Tranche 2 Placement Shares ); and

• (c) up to 2,625,000 Shares to be issued to the Directors (or their respective nominees), subject to the prior receipt of Shareholder approval under Resolution 3(a),(b),(c) and (d) ( Director Placement Shares ).

On 6 August 2021, the Company issued the Tranche 1 Placement Shares.

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Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares.

3.2

Listing Rules 7.1 and 7.4

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12 month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, 44,116,163 Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1 effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, 44,116,163 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1 effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 44,116,163 Equity Securities for the 12 month period following the issue of the Tranche 1 Placement Shares.

3.3

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

• (a) The Tranche 1 Placement Shares were issued to institutional, sophisticated and professional investors who were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from existing contacts of the Company and clients of the Lead Manager. None of the Placement participants are related parties of the Company. Of the Placement participants, the following party is a ‘material investor' as per ASX Guidance Note 21:

• (i) Sisu International Pty Ltd, a substantial shareholder of the Company, who received 3,529,293 Shares.

• (b) A total of 44,116,163 Tranche 1 Placement Shares were issued.

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• (c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Tranche 1 Placement Shares were issued on 6 August 2021.

• (e) The Tranche 1 Placement Shares were issued at $0.04 each.

• (f) The proceeds from the issue of the Tranche 1 Placement Shares have been or are intended to be used to:

• (i) conduct exploration at the Company’s copper-gold projects in Utah, USA, specifically a diamond drilling program at the Detroit project; and

• (ii) provide general working capital.

• (g) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

3.4 Additional information

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

4. Resolution 2 – Approval of issue of Tranche 2 Placement Shares

4.1 General

Refer to Section 3.1 above for the background to the Placement.

Resolution 2 seeks Shareholder approval for the issue of the Tranche 2 Placement Shares.

4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 3.2 above.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and therefore not receive the $3,235,353 (before costs) committed by the placement participants for the Tranche 2 Placement Shares.

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4.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Tranche 2 Placement Shares:

• (a) The Tranche 2 Placement Shares will be issued to institutional, sophisticated and professional investors, none of whom is a related party of the Company. Refer to Section 3.3(a) above for information regarding the allocation policy. Of the Placement participants, the following party is a ‘material investor' as per ASX Guidance Note 21:

• (i) Sisu International Pty Ltd, a substantial shareholder of the Company, who will receive 6,470,707 Shares.

• (b) A maximum of 80,883,825 Tranche 2 Placement Shares will be issued.

• (c) The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting.

• (e) The Company will raise approximately $3,235,353 (before costs) by the issue of the Tranche 2 Placement Shares.

• (f) Refer to Section 3.3(f) above for the proposed use of funds by the issue of the Tranche 2 Placement Shares.

• (g) There are no other material terms to the agreement for the subscription of the Tranche 2 Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

4.4 Additional information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 3 – Approval of issue of Director Placement Shares

5.1 General

The background to the proposed issue of the Director Placement Shares is in Section 3.1 above.

Resolution 3(a),(b),(c) and (d) seeks Shareholder approval pursuant to Listing Rule 10.11 for the proposed issue of the Director Placement Shares.

5.2 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 any of the following

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persons without the approval of its Shareholders:

• (a) a related party (Listing Rule 10.11.1);

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

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) 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 (Listing Rule 10.11.3);

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

The Directors are related parties of the Company by virtue of being Directors. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Placement Shares to the Directors (or their respective nominees), will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 3(a),(b),(c) and (d) will be to allow the Company to issue the Director Placement Shares, raising a further $105,000 (before costs).

If Resolution 3(a),(b),(c) and (d) is not passed, the Company will not be able to proceed with the issue of the Director Placement Shares, and the Company will not receive the additional funds committed by the Directors. The Company considers that it has adequate working capital to achieve its stated objectives at this time and therefore does not intend to seek a further approval or raise further capital at this stage, if this Resolution is not passed.

5.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares:

• (a) The Director Placement Shares will be issued to the Directors (or their respective nominees).

• (b) The Directors falls into the category stipulated by Listing Rule 10.11.1 by virtue of being Directors of the Company.

• (c) A maximum of 2,625,000 Director Placement Shares will be issued as follows:

• (i) up to 1,000,000 Shares to Scott Caithness (or his nominees);

• (ii) up to 500,000 Shares to Tom Eadie (or his nominees);

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• (iii) up to 500,000 Shares to Bruno Hegner (or his nominees); and

• (iv) up to 625,000 Shares to Peter Williams (or his nominees).

• (d) The Director Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (e) The Director Placement Shares will be issued no later than one month after the date of the Meeting.

• (f) The Director Placement Shares are proposed to be issued at an issue price of $0.04 each, being the same price at which the Tranche 1 Placement Shares and the Tranche 2 Placement Shares were issued.

• (g) Refer to Section 3.3(f) above for the proposed use of funds by the issue of the Director Placement Shares.

• (h) The proposed issue of the Director Placement Shares are not intended to remunerate or incentivise the Directors.

• (i) There are no other material terms to the proposed issue of the Director Placement Shares.

• (j) A voting exclusion statement is included in the Notice.

5.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Placement Shares constitutes giving a financial benefit to related parties of the Company.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Shares will be issued on the same terms as the Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

5.5 Additional information

Resolution 3(a),(b),(c) and (d) is an ordinary resolution.

The Board declines to make a recommendation due to their personal interests in the outcome of this Resolution.

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6. Resolution 4 – Approval of issue of Lead Manager Options

6.1

General

Refer to Section 3.1 above for the background to the Placement.

Canaccord Genuity (Australia) Limited acted as lead manager and bookrunner to the Placement ( Lead Manager ). As part consideration for the provision of lead manager services, the Company agreed to issue the Lead Manager (or its nominees) 20,000,000 Options, as follows:

• (a) 10,000,000 Options exercisable at $0.11 each and expiring 3 years from the date of issue; and

• (b) 10,000,000 Options exercisable at $0.15 each and expiring 3 years from the date of issue.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 to approve the issue of the Lead Manager Options.

6.2

Summary of Lead Manager Mandate

The Company entered into a mandate with the Lead Manager for the provision of lead manager services and bookrunner services, including the coordination and management of the Placement as well as marketing services ( Lead Manager Mandate ).

Under the Lead Manager Mandate, the Company agreed to pay the Lead Manager a capital raising fee of 6%, plus GST, where applicable, of the total funds raised under the Placement, plus the Lead Manager Options.

The Lead Manager shall be entitled to reimbursement of reasonable expenses as required to perform their role, provided that approval of the Company is obtained prior to incurring expenses above $2,000.

The Lead Manager Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

6.3 Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 3.2 above.

The effect of Shareholders passing Resolution 4 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Lead Manager Options.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and will have to consider alternative commercial means to pay the Lead Manager for its services.

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6.4 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Lead Manager Options:

• (a) The Lead Manager Options will be issued to the Lead Manager (or its nominees).

• (b) A maximum of 20,000,000 Lead Manager Options will be issued, as follows:

• (i) 10,000,000 Options exercisable at $0.11 each and expiring 3 years from the date of issue; and

• (ii) 10,000,000 Options exercisable at $0.15 each and expiring 3 years from the date of issue.

• (c) The Lead Manager Options are subject to the terms and conditions in Schedule 2.

• (d) The Lead Manager Options will be issued no later than 3 months after the date of the Meeting.

• (e) The Lead Manager Options will be issued for nil cash consideration and no funds will be raised by their issue.

• (f) A summary of the material terms of the Lead Manager Mandate is in Section 6.2 above.

• (g) A voting exclusion statement is included in the Notice.

6.5 Additional information

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means Alderan Resources Limited (ACN 165 079 201).
Corporations Act	means the_Corporations Act 2001_(Cth) as amended or modified from
	time to time.
Director	means a director of the Company.
Director Placement	means the issue of up to 2,625,000 Shares to the Directors (or their
Shares	respective nominees) under the Placement, the subject of Resolution
	3(a),(b),(c) and (d).
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Lead Manager	means Canaccord Genuity (Australia) Limited.
Lead Manager Mandate	means the mandate between the Company and Lead Manager for the
	provision of joint lead manager services and bookrunner services in
	relation to the Placement.
Lead Manager Options	means the 20,000,000 Options to be issued to the Lead Manager (or its
	nominees), the subject of Resolution 4.
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and controlling
	the activities of the Company, or if the Company is part of a
	consolidated entity, of the consolidated entity, directly or indirectly,
	including any Director (whether executive or otherwise) of the Company,
	or if the Company is part of a consolidated entity, of an entity within the
	consolidated group.
Listing Rules	means the listing rules of ASX.
Material Investor	means, in relation to the Company:
	(a) a related party;

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(b) Key Management Personnel; (c) a substantial Shareholder;

• (d) an advisor; or

• (e) an associate of the above,

who received Shares which constituted more than 1% of the Company's capital structure at the time of issue.

Meeting has the meaning given in the introductory paragraph of the Notice. Notice means this notice of general meeting. Option means an option, giving the holder the right, but not an obligation, to acquire a Share at a predetermined price and at a specified time in the future. Placement has the meaning in Section 3.1. Proxy Form means the proxy form attached to the Notice. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights). Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Tranche 1 Placement means the 44,116,163 Shares issued under the Placement, the subject Shares of Resolution 1. Tranche 2 Placement means the 80,883,825 Shares to be issued under the Placement, the Shares subject of Resolution 2. WST means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 Terms and Conditions of Lead Manager Options

The terms and conditions of the Lead Manager Options are as follows:

1. ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. ( Issue Price ): No cash consideration is payable for the issue of the Options.

3. ( Exercise Price ): The Options are exercisable as follows:

4. (a) 10,000,000 Options exercisable at $0.11 each; and

5. (b) 10,000,000 Options exercisable at $0.15 each.

6. ( Expiry Date ): The Options expire at 5.00 pm (WST) on three years from date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

7. ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

8. ( Quotation of the Options ): The Company will not apply for quotation of the Options on ASX. 7. ( Transferability of the Options ): The Options are not transferable, except with the prior written approval of the Company.

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

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

1. ( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will:

2. (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

3. (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

4. (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

5. ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 9(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise

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of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

1. ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.

2. ( Quotation of Shares on exercise ): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

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

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

5. ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

6. (a) the number of Shares which must be issued on the exercise of an Option 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 the bonus issue; and

7. (b) no change will be made to the Exercise Price.

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