INDIANA RESOURCES LIMITED

ACN 009 129 560

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM

22 March 2024

3:00pm (WST)

To be held at

Level 2, 50 Kings Park Rd

West Perth WA 6005

This Notice of Extraordinary General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor, or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 6241 1870.

NOTICE OF MEETING

Notice is given that an Extraordinary General Meeting of Shareholders of Indiana Resources Limited (ACN 009 129 560) ( Company ) will be held at Level 2, 50 Kings Park Road, West Perth WA 6005 on 22 March 2024 commencing at 3:00pm WST ( Meeting ).

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

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 as Shareholders at 4:00pm WST on 20 March 2024.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Removal of Director – Mr David Ward

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

“That, pursuant to section 203D(1) of the Corporations Act 2001 (Cth), Mr David Ward be removed as a Director of the Company with effect from the end of the Meeting.”

Dated 20 February 2024

BY ORDER OF THE BOARD pursuant to requisition under section 249D of the Corporations Act 2001

==> picture [99 x 34] intentionally omitted <==

Josh Merriman Joint Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Level 2, 50 Kings Park Road, West Perth WA 6005 on Friday 22 March 2024 commencing at 3:00pm WST ( Meeting ).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

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

2. Action to be taken by Shareholders

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

2.1 Proxies

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 participate in the Meeting and are encouraged to lodge a directed 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.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c) 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.

Shareholders and their proxies should be aware that:

(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

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:

(a) 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); and
(b) 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; and
(c) 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
(d) 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).

Transfer of non-chair proxy to Chair in certain circumstances

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

(a) 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; and
(b)
the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(ii) 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.

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

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions. The Chair intends to vote undirected proxies in favour of Resolution 1.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote by marking “For”, “Against” or “Abstain” for each resolutions.

2.3 Submit your Proxy Vote

(a) Online

Vote online at www.investorvote.com.au and simply follow the instructions on the enclosed proxy form.

(b) By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form. The return of your completed form (ONLY if you do NOT vote online) can be done:

Computershare Investor Services Pty Limited GPO Box 242 BY MAIL Melbourne VIC 3001 Australia 1800 783 447 (within Australia) BY FAX +61 3 9473 2555 (outside Australia)

3. Resolution 1 – Removal of Director – Mr David Ward

3.1 General

Under section 203D of the Corporations Act 2001 , a company may by resolution remove a director from office. The Company Constitution provides that the Company may remove any director from office by resolution passed in general meeting.

On 12 February 2024, the Company received a notice to call a general meeting to consider a resolution relating to the removal of Mr David Ward, a Non-Executive Director of the Company ( Requisition Notice ).

The Requisition Notice was dated 12 February 2024 and issued under section 249D of the Corporations Act by the below shareholders of the Company:

Whimplecreek Pty Ltd ;
Farris Corporation Pty Ltd ;
Sharic Superannuation Pty Ltd ;
Mrs Skye Ellen Cooper;
IRM Super Pty Ltd ;
Mr John Desmond Martin;
44 Capital Pty Ltd ; and
Oakmount Nominees Pty Ltd ,

(together, the Requisitioning Shareholders ).

If Resolution 1 is passed, Mr Ward will be removed from office as a Director of the Company with effect from the completion of the Meeting.

3.2 Board Recommendation

The Board recommends shareholders vote in favour of Resolution 1.

Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this Notice.

Company means Indiana Resources Limited (ACN 009 129 560).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Proxy Form means the proxy form attached to the Notice.

Requisition Notice has the meaning in Section 3.1.

Requisitioning Shareholders has the meaning in Section 3.1.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa

==> picture [71 x 57] intentionally omitted <==

��

�� �� 

��

XX

��

�� ��

��

==> picture [45 x 46] intentionally omitted <==

�� 183603

��

��

�� ��

��

�� ��

��

�� ��

��

==> picture [504 x 203] intentionally omitted <==

----- Start of picture text -----

��
��
��
��
��
��
��
��
Step 1 �� XX
��
��
��
��
��
��
��
��
��
----- End of picture text -----

��  �� �� ��

==> picture [87 x 8] intentionally omitted <==

----- Start of picture text -----

��
----- End of picture text -----

��

==> picture [484 x 89] intentionally omitted <==

----- Start of picture text -----

Step 3 ��
��
��
��
��
��
----- End of picture text -----

3 0 7 0 1 1 A

I D A

AI assistant

INDIANA RESOURCES LIMITED Proxy Solicitation & Information Statement 2024

65098_rns_2024-02-19_061a0525-06dc-4769-87fa-91ff721cf11b.pdf