ICENI GOLD LIMITED — Proxy Solicitation & Information Statement 2024

Sep 10, 2024

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ASX ANNOUNCEMENT

11 September 2024

Dispatch of General Meeting Documents

Iceni Gold Limited (the Company ) ( ASX:ICL ) provides the following documents regarding a General Meeting of Shareholders:

• Letter to shareholders

• Notice of General Meeting

• Sample proxy form

This announcement has been authorised by the Board of Iceni Gold Limited.

For further information please contact:

Sebastian Andre admin@icenigold.com.au

www.icenigold.com.au

ASX: ICL

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11 September 2024

Dear Shareholder

GENERAL MEETING AND ELECTRONIC COMMUNICATIONS

Iceni Gold Limited (the Company ) ( ASX:ICL ) is convening a General Meeting of shareholders ( GM and Meeting ) on Monday, 14 October 2024, at 10:00 am (WST). If you would like to attend, it will be held at Level 2, 41 Ord Street, West Perth, WA 6005. If the above arrangements with respect to the GM change, shareholders will be updated via ASX Market Announcements Platform as well as the Company’s website at https://icenigold.com.au.

Notice of meeting

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the notice of meeting ( Notice ) to shareholders unless a shareholder has requested a hard copy of the Notice or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The Notice can be viewed and downloaded from the Company’s website at https://icenigold.com.au/site/investor-centre/asx-announcements or ASX at www2.asx.com.au.

Voting

Shareholders are encouraged to participate in voting on the resolutions to be considered at the GM. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://investor.automic.com.au/#/loginsah, or in person by attending the GM.

Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 10:00 am (WST) on Saturday, 12 October 2024. Instructions received after that time will not be valid for the GM.

The Company encourages all shareholders to vote prior to the GM by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the GM will be conducted on a poll.

Electronic communications

The Company encourages all shareholders to communicate with the Company by email at admin@icenigold.com.au and the Company’s share registry at hello@automic.com.au. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.

Please register to receive electronic communications and update your shareholder details online at https://investor.automic.com.au/#/signup.

Sebastian Andre

Company Secretary

ICENI GOLD LIMITED ACN 639 626 949 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : Monday, 14 October 2024 PLACE : Level 2, 41 Ord Street WEST PERTH WA 6005

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

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

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 10:00am on Saturday, 12 October 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF SHARES IN LIEU OF CASH

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 the issue of 2,203,909 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF OPTIONS TO WADE JOHNSON

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 the issue of 7,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – RATIFICATION OF PERFORMANCE RIGHTS TO WADE JOHNSON

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 the issue of 5,500,000 Performance Rights on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – RATIFICATION OF SHARES AND OPTIONS PURSUANT TO PLACEMENT

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 the issue of 26,200,000 Shares and 13,099,989 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – RATIFICATION OF OPTIONS TO JOINT LEAD MANAGERS

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 the issue of 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

Dated: 11 September 2024

By order of the Board Sebastian Andre Company Secretary

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

Resolution 1 – Ratification of Shares in lieu of cash	A person who participated in the issue or is a counterparty to the agreement being approved (namely Wersman Nominees Pty Ltd) or an associate of that person or those persons.
Resolution 2 – Ratification of Options to Wade Johnson	A person who participated in the issue or is a counterparty to the agreement being approved (namely Wade Johnson) or an associate of that person or those persons.
Resolution 3 – Ratification of Performance Rights to Wade Johnson	A person who participated in the issue or is a counterparty to the agreement being approved (namely Wade Johnson) or an associate of that person or those persons.
Resolution 4 – Ratification of Shares and Options pursuant to Placement	A person who participated in the issue or is a counterparty to the agreement being approved (namely Placement Participants) or an associate of that person or those persons.
Resolution 5 – Ratification of Options to Joint Lead Managers	A person who participated in the issue or is a counterparty to the agreement being approved (namely Placement Participants) or an associate of that person or those persons.

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

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

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

• (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.

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6458 4200.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF SHARES IN LIEU OF CASH

1.1 General

On:

• (a) 18 January 2024, the Company issued 2,003,554 Shares; and

• (b) 22 January 2024, the Company issued 200,355 Shares,

in consideration for drilling services provided by Challenge Drilling (ABN 92 746 524 086).

The issue of the Shares did not breach Listing Rule 7.1 at the time of the issue.

1.2 Listing Rule 7.1

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

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023.

The issue of the Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Shares.

1.3 Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares.

1.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

If Resolution 1 is not passed, the Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares.

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1.5 Technical 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 Resolution 1:

• (a) the Shares were issued to Wersman Nominees Pty Ltd, being a nominee of Challenge Drilling;

• (b) 2,203,909 Shares were issued and the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Shares were issued on 18 January 2024 and 22 January 2024;

• (d) the Shares has a deemed issue price of $0.052, and were issued in consideration for drilling services provided by Challenge Drilling. The Company has not and will not receive any other consideration for the issue of the Shares;

• (e) the purpose of the issue of the Shares was to offer an alternative form of consideration to cash to preserve the Company’s cash reserve; and

• (F) the Shares were not issued under an agreement.

2. RESOLUTION 2 AND 3 – RATIFICATION OF SECURITIES TO WADE JOHNSON

2.1 General

On 22 April 2024, the Company issued:

• (a) 7,500,000 Options; and

• (b) 5,500,000 Performance Rights,

(together, the Securities ) to Mr Wade Johnson, pursuant to the executive services agreement between the Company and Mr Johnson, whereby Mr Johnson was appointed Managing Director of the Company ( Executive Services Agreement ).

The issue of the Securities did not breach Listing Rule 7.1 at the time of the issue.

2.2 Executive Services Agreement

The Company announced on 18 April 2024 that, pursuant to the Executive Services Agreement, Mr Johnson would be appointed Managing Director of the Company, effective 22 April 2024.

The Executive Services Agreement is on the following terms:

Remuneration

The Company agreed to pay Mr Johnson a fixed annual remuneration of $275,000 per annum (exclusive of superannuation).

Incentive Securities

Mr Johnson is entitled to the following incentive securities, on the terms and conditions set out in Schedule 1 and Schedule 2: (a) 1,000,000 Class A Performance Rights, vesting after 12 months of continuous service; (b) 1,500,000 Class B Performance Rights, vesting after 24 months of continuous service; (c) 3,000,000 Class C Performance Rights, vesting after 36 months of continuous service; (d) 500,000 Class A Options, exercisable at $0.05 and expiring four (4) years from issue; (e) 1,000,000 Class B Options, exercisable at $0.075 and expiring four (4) years from issue; (f) 2,000,000 Class C Options, exercisable at $0.10 and expiring four (4) years from issue; and

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	(g) 4,000,000 Class D Options, exercisable at $0.20 and expiring four (4) years from issue.
Termination and Notice	The Company and Mr Johnson may terminate the Executive Services Agreement by giving three (3) months’ notice. The Company may terminate without notice in certain circumstances, including serious misconduct.

The Executive Services Agreement is otherwise on terms customary for an agreement of its nature, including responsibilities, leave entitlements, reimbursement of expenses, confidentiality obligations and ancillary obligations.

2.3 Listing Rule 7.1

As summarised in Section 1.2 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 securities it had on issue at the start of that 12 month period.

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023.

The issue of the Securities does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Securities.

2.4

Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Securities.

Resolutions 2 and 3 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Securities.

2.5 Listing Rule 10.12 (Exception 12)

The Company relied upon Listing Rule 10.12 (Exception 12) to issue the Securities, therefore Shareholder approval pursuant to Listing Rule 10.11 was not required.

Listing Rule 10.12 (Exception 12) allows for companies to issue equity securities under an agreement between the company and a person who would not otherwise be a related party but for the fact that they believe, or have reasonable grounds to believe, that they are likely to become a related party in the future because of the agreement or transaction.

2.6 Technical information required by Listing Rule 14.1A

If Resolution 2 and 3 are passed, the Securities will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Securities.

If Resolution 2 and 3 are not passed, the Securities will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the

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number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Securities.

2.7 Technical 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 Resolutions 2 and 3:

• (a) the Securities were issued to Mr Johnson;

• (b) 7,500,000 Options were issued and the Options were issued on the terms and conditions set out in Schedule 1;

• (c) 5,500,000 Performance Rights were issued and the Performance Rights were issued on the terms and conditions set out in Schedule 2;

• (d) the Securities were issued on 22 April 2024;

• (e) the Securities were issued at a nil issue price to Mr Johnson as incentives in connection with his appointment as Managing Director. The Company has not and will not receive any other consideration for the issue of the Securities (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of the Securities was to satisfy the Company’s obligations under the Executive Services Agreement; and

• (g) the Securities were issued to Mr Johnson under the Executive Services Agreement. A summary of the material terms of the Executive Services Agreement is set out in Section 2.2.

3. RESOLUTION 4 – RATIFICATION OF SHARES AND OPTIONS PURSUANT TO PLACEMENT

3.1 General

As announced on 13 May 2024, the Company completed a capital raising of approximately $1,700,000 through the issue of 26,200,000 Shares at an issue price of $0.065 per Share together with one (1) free attaching Option for every two (2) Shares subscribed for and issued, exercisable at $0.105 and expiring on 29 December 2025 ( Capital Raising ).

On 22 May 2024, the Company issued the Shares and Options the subject of the Capital Raising ( Capital Raising Securities ) to institutional, professional and sophisticated investors who participated in the Capital Raising ( Placement Participants ).

The issue of the Capital Raising Securities did not breach Listing Rule 7.1 at the time of the issue.

3.2 Joint Lead Managers

The Company engaged the services of Evolution Capital Pty Ltd (ACN 652 397 263) ( Evolution ) (an authorised representative of AFSL 551 094) and Morgans Corporate Limited (ACN 010 669 726) ( Morgans ) (an authorised representative of AFSL 235 410) (together, the Joint Lead Managers ), to manage the issue of the Capital Raising Securities.

Pursuant to a lead manager mandate dated 9 May 2024 ( Lead Manager Mandate ), the Company paid the Joint Lead Managers a fee of $102,000 (being, 6% of the amount raised under the Capital Raising) as well as 5,000,000 Options on the same terms as the Options issued under the Capital Raising. The Options issued to the Joint Lead Managers are the subject of Resolution 5 of this Notice.

3.3 Listing Rule 7.1

As summarised in Section 1.2 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 securities it had on issue at the start of that 12 month period.

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

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The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023.

The issue of the Capital Raising Securities does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Capital Raising Securities.

3.4 Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Capital Raising Securities.

Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Capital Raising Securities.

3.5 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Capital Raising Securities will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Capital Raising Securities.

If Resolution 4 is not passed, the Capital Raising Securities will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Capital Raising Securities.

3.6 Technical 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 Resolution 4:

• (a) the Capital Raising Securities were issued to the Placement Participants, who were clients of the Joint Lead Managers;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 26,200,000 Shares and 13,099,989 Options were issued;

• (d) the Shares issued to participants in the Capital Raising were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Options issued to the Placement Participants were issued on the terms and conditions set out in Schedule 1;

• (f) the Capital Raising Securities were issued on 22 May 2024;

• (g) the issue price per Share was $0.065 and the issue price of the Options was nil as they were issued free attaching with the Shares on a 1-for-2 basis. The Company has not and will not receive any other consideration for the issue of the Capital Raising Securities (other than in respect of funds received on exercise of the Options);

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(h) the purpose of the issue of the Capital Raising Securities was to raise approximately $1,700,000, which was be applied towards advancing exploration at the 14 Mile Well Project; and

(i)

the Capital Raising Securities were not issued under an agreement.

4. RESOLUTION 5 – RATIFICATION OF OPTIONS TO JOINT LEAD MANAGERS

4.1 General

On 22 May 2024, the Company issued 5,000,000 Options in consideration for lead managerial services provided by the Joint Lead Managers. The Options are issued on the same terms as the Options issued pursuant to the Capital Raising.

The issue of the Options did not breach Listing Rule 7.1 at the time of the issue.

4.2 Listing Rule 7.1

As summarised in Section 1.2 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 securities it had on issue at the start of that 12 month period.

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023.

The issue of the Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Options.

4.3 Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

4.4 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Options will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

If Resolution 5 is not passed, the Options will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

4.5 Technical 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 Resolution 5:

(a) the Options were issued to the Joint Lead Managers;

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• (b) 5,000,000 Options were issued, comprising:

• (i) 2,500,000 to Evolution; and

• (ii) 2,500,000 to Morgans;

• (c) the Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Options were issued on 22 May 2024;

• (e) the Options were issued at a nil issue price, in consideration for lead managerial services provided by the Joint Lead Managers. The Company has not and will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of the Options was to satisfy the Company’s obligations under the Lead Manager Mandate; and

• (g) the Options were issued to the Joint Lead Managers under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 3.2.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Iceni Gold Limited (ACN 639 626 949).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the 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.

Managing Director means the managing director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being re-elected to the office.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price

Subject to paragraph 10, the amount payable upon exercise of each Option will be:

• (a) $0.05 per Class A Option issued to Mr Johnson;

• (b) $0.075 per Class B Option issued to Mr Johnson;

• (c) $0.10 per Class C Option issued to Mr Johnson;

• (d) $0.20 per Class D Option issued to Mr Johnson; and

• (e) $0.105 per Option issued pursuant to the Capital Raising and each Option issued to the Joint Lead Managers,

(each, an Exercise Price ).

3. Expiry Date

Each:

• (a) Option issued to Mr Johnson will expire on the earlier of:

• (i) 22 April 2028; or

• (ii) upon Mr Johnson ceasing to be an officer or an employee of the Company, as applicable, unless otherwise determined by the Board at its absolute discretion; and

• (b) Option issued pursuant to the Capital Raising and each Option issued to the Joint Lead Managers will expire on 29 December 2025,

(each, an Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

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

5. Notice of Exercise

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

6. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

7. Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (a) 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;

• (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

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(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.

If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

8. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

9. Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

10. Reconstruction of capital

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

11. 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.

12. Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

13. Transferability

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

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

The following is a summary of the key terms and conditions of the Performance Rights:

1. Vesting Conditions

The Performance Rights shall vest as follows (each a Vesting Condition ):

CLASS	NUMBER	MILESTONE
Class A	1,000,000	12 months of continuous service
Class B	1,500,000	24 months of continuous service
Class C	3,000,000	36 months of continuous service

2. Notification to holder

The Company shall notify the holder in writing when the relevant Vesting Condition has been satisfied.

3. Conversion

Subject to paragraph 15, upon vesting, each Performance Right will, at the election of the holder, convert into one Share.

4.

Expiry Date

A Performance Right will automatically lapse upon the earlier to occur of:

• (a) the date that is 12 months from the date the applicable Vesting Condition is satisfied; and

• (b) the holder ceasing to be an officer of the Company, as applicable, unless otherwise determined by the Board at its absolute discretion.

5.

Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.

6.

Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other existing Shares.

7.

Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

8.

Timing of issue of Shares on conversion

Within 5 business days after the date that the Performance Rights are converted, the Company will:

• (a) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (c) if admitted to the Official List of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

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If a notice delivered under paragraph (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

9.

Transfer of Performance Rights

The Performance Rights are not transferable.

10. Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues without exercising the Performance Right.

11. Reorganisation of capital

If at any time the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

12. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to the Company’s existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) no changes will be made to the Performance Rights.

13. Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

14. Change in control

Subject to paragraph 15, upon:

(a) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

• (i) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

• (ii) having been declared unconditional by the bidder; or

• (b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) in any other case, a person obtains Voting Power (as defined in the Corporations Act) in the Company that the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the relevant Vesting Conditions, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis.

15. Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraphs 3 or 14 would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the

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General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (a) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph 15(a) within 7 days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

16. No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

17. Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

18. ASX Listing Rule compliance

The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

19. No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms.

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Iceni Gold Limited | ABN 98 639 626 949

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

for Securityholder registration.

Your proxy voting instruction must be received by 10.00am (AWST) on Saturday, 12 October 2024 , 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://automic.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 Iceni Gold Limited, to be held at 10.00am (AWST) on Monday, 14 October 2024 at Level 2, 41 Ord Street WEST PERTH WA 6005 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 SHARES IN LIEU OF CASH 2 RATIFICATION OF OPTIONS TO WADE JOHNSON 3 RATIFICATION OF PERFORMANCE RIGHTS TO WADE JOHNSON 4 RATIFICATION OF SHARES AND OPTIONS PURSUANT TO PLACEMENT 5 RATIFICATION OF OPTIONS TO JOINT LEAD MANAGERS

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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