INFINITY METALS LIMITED - AGM Information 2020

INFINITY LITHIUM CORPORATION LIMITED ACN 147 413 956 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 3:00pm (WST) DATE : 25 November 2020 PLACE : Unit 9, 448 Roberts Road. Subiaco, Perth, Western Australia, 6008

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

This Notice of Meeting 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 3:00pm (WST) on 23 November 2020.

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BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2020.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ADRIAN BYASS

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

“That, for the purpose of clause 14.2 of the Constitution, and for all other purposes, Adrian Byass, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR REMY WELSCHINGER

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Remy Welschinger, a Director who was appointed as an additional Director on 22 July 2020, retires, and being eligible, is elected as a Director.”

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5. RESOLUTION 4 – ELECTION OF DIRECTOR – MR JON STARINK

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Jon Starink, a Director who was appointed as an additional Director on 8 October 2020, retires, and being eligible, is elected as a Director.”

6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 31,428,571 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue (namely participants under the Placement) or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution 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.

8. RESOLUTION 7 – APPROVAL TO ISSUE PLACEMENT OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 15,714,285 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution 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) (namely participants under the Placement) or an associate of that person (or those persons).

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However, this does not apply to a vote cast in favour of the Resolution 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.

9. RESOLUTION 8 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR RYAN PARKIN

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

“That, for the purposes of ASX Listing Rule 10.14, section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 2,400,000 Share Appreciation Rights to Mr Ryan Parkin (or his nominee/s) under the Company’s Incentive Performance and Share Appreciation Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Incentive Performance and Share Appreciation Rights Plan, or any of their respective associates.

However, this does not apply to a vote cast in favour of the Resolution 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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10. RESOLUTION 9 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR REMY WELSCHINGER

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

“That, for the purposes of ASX Listing Rule 10.14, section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 2,400,000 Share Appreciation Rights to Mr Remy Welschinger (or his nominee/s) under the Company’s Incentive Performance and Share Appreciation Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

However, this does not apply to a vote cast in favour of the Resolution 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 10 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR ADRIAN BYASS

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

“That, for the purposes of ASX Listing Rule 10.14, section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 1,000,000 Share Appreciation Rights to Mr Adrian Byass (or his nominee/s) under the Company’s Incentive Performance and Share Appreciation Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to

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participate in the Company’s Incentive Performance and Share Appreciation Rights Plan, or any of their respective associates.

However, this does not apply to a vote cast in favour of the Resolution 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (iii) a member of the Key Management Personnel; or (iv) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 11 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR JON STARINK

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

“That, for the purposes of ASX Listing Rule 10.14, section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 2,400,000 Share Appreciation Rights to Mr Jon Starink (or his nominee/s) under the Company’s Incentive Performance and Share Appreciation Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

However, this does not apply to a vote cast in favour of the Resolution 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 Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (v) a member of the Key Management Personnel; or (vi) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

13. RESOLUTION 12 – APPROVAL TO ISSUE CORPORATE ADVISOR OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution 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) (namely Zenix Nominees Pty Ltd) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution 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.

Dated: 23 October 2020

By order of the Board

Jonathan Whyte Company Secretary

Signed by Director (Ryan Parkin)

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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 (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) 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 of Meeting please do not hesitate to contact the Company Secretary on +61 8 6146 5325.

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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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.infinitylithium.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

Subsection 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the Financial Report.

The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

Resolution 1 is an ordinary resolution.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ADRIAN BYASS

3.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Clause 14.2 of the Constitution requires that one third of the Directors (excluding the Managing Director) must retire at each annual general meeting (or if that is not a whole number, the whole number nearest to one third, rounded up). The Directors to retire are those who have held their office as Director for the longest period since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

Mr Adrian Byass, who has served as a Director since 17 June 2011, and was last reelected on 28 November 2018, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Byass has over 20 years’ experience in the mining and minerals industry. This experience has principally been gained through mining, resource estimation, and mine development roles for several gold and nickel mining and exploration companies. Due to his experience in resource estimation and professional association membership, Mr Byass is a Competent Person for reporting to the ASX for certain minerals. Mr Byass has also gained experience in corporate finance and financial modelling during his employment with publicly listed mining companies. Mr Byass is a Non-Executive Director of Fertoz Limited and Non-Executive Chairman of Kingwest Resources Limited, Kaiser Reef Limited and Galena Mining Limited.

3.3 Independence

If re-elected the Board considers Mr Byass will be an independent Director.

3.4 Board recommendation

The Board supports the election of Mr Byass and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTIONS 3 AND 4 – ELECTION OF DIRECTORS – MR REMY WELSCHINGER AND MR JON STARINK

4.1 General

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to clause 14.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

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4.2 Resolution 3 – Election of Mr Remy Welschinger

Mr Remy Welschinger, having been appointed by other Directors on 22 July 2020 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

(a) Qualifications and other material directorships

Mr Welschinger has over 13 years’ experience with major London based institutions, including the position of Head of Commodities Sales in Europe for Deutsche Bank and Executive Director in the Fixed Income and Commodities division of Morgan Stanley. Mr Welschinger is the Founder and Managing Director of Limehouse Capital, an investment holding company specialising in natural resources projects and also currently serves as the Finance Director and Board member on AIM-listed Arc Minerals Limited as well as Director of Scandinavian platinum group metals company Element-46 Limited.

(b) Independence

If elected, Mr Welschinger will not be considered an independent director. The Company intends to grant Remy Welschinger (or nominee) ordinary shares in the Company (subject to shareholder approval) from time to time in consideration for services provided under a consultancy agreement for the identification and engagement with potential strategic and European investors.

4.3 Resolution 4 – Election of Mr Jon Starink

Mr Jon Starink, having been appointed by other Directors on 8 October 2020 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

(a) Qualifications and other material directorships

Mr Starink has over 40 years of experience in the Mining Industry which has included roles with several listed and unlisted lithium companies. Mr Starink has significant international and domestic experience in providing engineering, process design and process audit consultancy services in the delivery of leading hard-rock lithium mining and downstream integration of lithium chemicals projects. Other roles have included both hard-rock and brine process flowsheet development, process engineering, process R&D and project implementation .

Mr Starink is a Chartered Professional Engineer, a Chartered Scientist and a Chartered Chemist, and is presently serving as the CEO and Managing Director of project financier Oryx Management Limited, and as Managing Director of engineering consultancy Mining Management Services Pty Ltd. His corporate experience encompasses, inter alia, board level corporate governance of ASX, TSX and AIM listed companies; executive corporate management and administration; corporate finance & strategic business development.

(b) Independence

If elected the Board does not consider Mr Starink will be an independent director as he is employed in an executive role by the Company.

4.4 Board recommendation

The Board (other than Mr Welschinger in respect of Resolution 3, and Mr Starink in respect of Resolution 4) supports the election of Mr Welschinger and Mr Starink and recommends that Shareholders vote in favour of Resolutions 3 and 4.

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5. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

Broadly speaking, and subject to a number of exceptions, ASX 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 period.

Under ASX Listing Rule 7.1A, however, 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%.

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $30.4 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 22 October 2020 and excluding any restricted securities that may be on issue).

Resolution 5 seeks Shareholder approval by away of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval ( 10% Placement Capacity ).

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in ASX Listing Rule 7.1.

As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: INF).

Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

5.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within 10 ASX trading days of the date in Section 5.2(a)(i), the date on which the Equity Securities are issued.

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(b) Date of Issue

An approval under Listing Rule 7.1A commences on the date of the meeting at which the approval is obtained and expires on the first to occur of the following:

(i) The date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii) the time and date of the entity’s next annual general meeting; and
(iii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 9 October 2020.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

			Dilution	Dilution
Number of Shares on Issue (Variable A in ASX Listing Rule 7.1A2)		Shares issued – 10% voting dilution		Issue Price
			$0.049	$0.098	$0.15
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	310,304,275 Shares	31,030,428 Shares	$1,520,491	$3,040,982	$4,561,473
50% increase	465,456,413 Shares	46,545,641 Shares	$2,280,736	$4,561,473	$6,842,209
100% increase	620,608,550 Shares	62,060,855 Shares	$3,040,982	$6,081,964	$9,122,946

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 310,304,275 Shares on as at the date of this Notice of Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 22 October 2020.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

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The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2, with approval under ASX Listing Rule 7.1 or ratified under Listing Rule 7.4
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity as cash consideration in which case the Company intends to use funds towards completion of the feasibility study on the San Jose Lithium Hydroxide Project as well as working and other capital requirements general.

(e) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.

(f)

Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

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(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
(g) Issues in the past 12 months under ASX Listing Rule 7.1A.2

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 November 2019 ( Previous Approval ).

The Company issued a total of 8,069,808 Shares pursuant to the Previous Approval, which represents approximately 3.3% of the total number of Equity Securities on issue in the Company on 27 November 2019, which was 246,974,676.

Further details of this issue is set out below:

(i) the Shares were issued to participants in the placement announced by the Company on 20 April 2020, who were existing and new sophisticated investors introduced to the Company by Hartleys Limited ( Hartleys ). The recipients were identified through a bookbuild process, which involved Hartleys seeking expressions of interest from nonrelated parties of the Company to participate in the capital raising. None of these subscribers are related parties of the Company;
(ii) a total of 8,069,808 Shares were issued under the Previous Approval on 24 April 2020;
(iii) the Shares were issued at an issue price of $0.035 per Share, representing a discount of 10.2% to the closing price of Shares on 20 April 2020; and
(iv) the total cash consideration received was $282,443 which was expended on activities on the San José Lithium Project and for general working capital purposes.

5.3 Voting Exclusion

A voting exclusion statement is not included in this Notice. As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under ASX Listing Rule 7.1A.2 and therefore no existing Shareholders will be excluded from voting on Resolution 5.

5.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

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6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 General

On 8 September 2020 the Company announced that it had placed 31,428,571 shares ( Placement Shares ) and 15,714,285 unlisted options ( Placement Options ) to raise $2,200,000 before costs. The issue price of the Placement Shares was $0.07 per share, with participants in the placement issued one (1) attaching unlisted option for every two (2) shares subscribed in the Placement at an exercise price of $0.12 with a 24-month term, and subject to shareholder approval.

The participants under the Placement entered into agreements with Canaccord Genuity (Australia) Limited ( Canaccord Genuity ), the lead manager to the Placement, and subscription letters with the Company, under which the participants committed to an allocation under the Placement and provided a number of representations and warranties in favour of the Company, including without limitation, that a prospectus was not required for the issue of securities under the Placement in accordance with the Corporations Act ( Subscription Agreements ).

The funds raised from the Placement funds are being used to advance technical work including engineering studies to deliver the Project Feasibility Study and working capital.

On 11 and 14 September 2020, the Company issued the Placement Shares under its existing capacity under ASX Listing Rule 7.1.

6.2 ASX Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, ASX 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.

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

6.3 ASX Listing Rule 7.4

ASX 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 ASX 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 ASX Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.

6.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 6 is passed, the Placement Shares will be excluded in calculating the Company’s 15% limit under ASX Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue with Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

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If Resolution 6 is not passed, the Placement Shares will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, 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 Placement Shares.

6.5 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 6:

(a) the Placement Shares were issued to Australian and European institutional and sophisticated investors, the majority of who are clients of Canaccord Genuity. The recipients were identified through a bookbuild process, which involved Canaccord seeking expressions of interest from non-related parties of the Company to participate in the capital raising. None of these subscribers are related parties of the Company;
(b) a total of 31,428,571 Placement Shares were issued, and the Placement Shares issued are 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) 29,528,571 Placement Shares were issued on 11 September 2020 and 1,900,000 Placement Shares were issued 14 September 2020;
(d)
the Placement Shares were issued at $0.07 per Share;
(e) the purpose of the issue of the Placement Shares was to raise $2,200,000 (before costs), which will be applied in the manner set out in Section 6.1 above;
(f) the Placement Shares were issued under the Subscription Agreements summarised in Section 6.1 above; and
(g) a voting exclusion statement is included in Resolution 6 of the Notice.

6.6 Board recommendation

Resolution 6 is an ordinary resolution.

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

7. RESOLUTION 7 – APPROVAL TO ISSUE PLACEMENT OPTIONS.

7.1 General

Refer to Section 6.1 for further details of the Placement Options.

7.2 ASX Listing Rule 7.1

As set out above in Section 6.1, the Company is proposing to issue 15,714,285 unlisted free attaching Placement Options at an exercise price of $0.12 with a 24-month term.

As summarised in Section 6.2 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 shares it had on issue at the start of that period.

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

7.3 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the Placement Options and the issue of the Placement Options without prior Shareholder approval (provided the issue does not breach Listing Rule 7.1) will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, 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 Placement Options.

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Options.

7.4 Technical 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 Resolution 7:

(a) the Placement Options will be issued to Australian and European institutional and sophisticated investors, the majority of who are clients of Canaccord Genuity. The recipients were identified through a bookbuild process, which involved Canaccord seeking expressions of interest from non-related parties of the Company to participate in the capital raising. None of these subscribers are related parties of the Company;
(b) the maximum number of Placement Options to be issued is 15,714,285. The terms and conditions of the Placement Options are set out in Schedule 1;
(c) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Options will occur on the same date;
(d) the Placement Options are free-attaching (on the basis of one (1) attaching unlisted option for every two (2) shares subscribed in the Placement) and therefore no funds will be raised from their issue;
(e) the purpose of the issue of the Placement Options is set out in Section 6,1 above; (f) the Placement Options are being issued under the Subscription Agreements summarised in Section 6.1 above;
(g) the Placement Options are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolution 7 of the Notice.

7.5 Board recommendation

Resolution 7 is an ordinary resolution.

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The Board recommends that Shareholders vote in favour of Resolution 7.

8. RESOLUTIONS 8, 9, 10 AND 11 – ISSUE OF SHARE APPRECIATION RIGHTS TO DIRECTORS

8.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 8,200,000 Share Appreciation Rights ( SARs ) to Mr Ryan Parkin, Mr Remy Welschinger, Mr Adrian Byass and Mr Jon Starink or (their nominees) ( Related Parties ) pursuant to the Incentive Performance and Share Appreciation Rights Plan ( the Plan ) and on the terms and conditions set out below.

Resolutions 8, 9, 10 and 11 seek Shareholder approval for the issue of SARs to certain Directors.

8.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 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 grant of the SARs constitutes giving a financial benefit and Mr Ryan Parkin, Mr Remy Welschinger, Mr Adrian Byass and Mr Jon Starink ( Related Parties ) are related parties of the Company by virtue of being Directors.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances.

8.3 Listing Rule 10.14

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

(a) a director of the company (ASX Listing Rule 10.14.1);
(b) an associate of a director the company (ASX Listing Rule 10.14.2); or
(c) a person whose relation with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders (ASX Listing Rule 10.14.3).

The Related Parties fall within the category stipulated under Listing Rule 10.14.1 and therefore the issue of SARs to the Related Parties under the Plan requires the approval of Shareholders under Listing Rule 10.14.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the SARs to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of SARs to the Related Parties will not be included in the 15%

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calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

If each of Resolutions 8-11 (inclusive) is passed, the Company will be able to proceed with the issue of the SARs to the Related Parties (or their respective nominees) and will issue the SARs no later than three years after the date of the Meeting.

If Resolutions 8-11 (inclusive) are not passed, the Company will not be able to proceed with the issue of the SARs to the Related Parties (or their respective nominees), and the Company will consider other forms of remuneration, including by the payment of cash.

8.4 Technical information required by ASX Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of the SARs:

(a) the related parties are Mr Ryan Parkin, Mr Remy Welschinger, Mr Adrian Byass and Mr Jon Starink and they are related parties by virtue of being Directors (and fall under the category stipulated under ASX Listing Rule 10.14.1);
(b) the maximum number of SARs (being the nature of the financial benefit being provided) to be granted to the Related Parties is 8,200,000 SARs comprising:
(i) 2,400,000 SARs to Mr Ryan Parkin (Resolution 8); and
(ii) 2,400,000 SARs to Mr Remy Welschinger (Resolution 9);
(iii) 1,000,000 SARs to Mr Adrian Byass (Resolution 10); and
(iv) 2,400,000 SARs to Mr Jon Starink (Resolution 11);
(c) the SARs will be granted for nil cash consideration, accordingly no funds will be raised;
(d) the value of the SARs and the pricing methodology is set out in Schedule 4;
(e) the SARs will be granted subject to the terms and conditions of the Plan (which are summarised in Schedule 2), and otherwise on the terms and conditions set out in Schedule 3:
(f) 10,000,000 SARs have previously been issued under the Plan for nil cash consideration, which was approved by Shareholders at the 2019 Annual General Meeting. 5,000,000 SARs previously issued under the Plan lapsed prior to vesting upon the resignation of the holder of those SARS;
(g) any full or part time employee, consultant or director of the Company is entitled to participate in the Plan and the Company intends to make an offer of 1,500,000 SARs to other employees or consultants. However, approval is being sought only for the offer to the Related Parties;
(h)
no loan will be provided to the Related Parties with respect to the SARs;
(i) the SARs will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the SARs will be issued on one date;

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(j) the purpose of the issue of the SARS is to seek to align Director remuneration with value creation and Shareholder returns as well as enabling the Company to spend a greater proportion of its cash reserves on project development activities than it would if alternative cash forms of remuneration were given to the Related Parties;
(k) the current total remuneration package of the Related Parties is as follows:
(i) Effective 8 October 2020, Mr Parkin receives remuneration of $260,000 per annum (exclusive of superannuation). Mr Parkin received remuneration of $190,000, a superannuation payment of $18,050, a cash payment of $15,000 and share-based payments of $322,831 in the financial year ending 30 June 2020);
(ii) Mr Welschinger receives remuneration of £36,000 per annum (approximately $63,500). Mr Welschinger was appointed to the Board on 22 July 2020 so did not receive any remuneration in the financial year ending 30 June 2020;
(iii) Effective 8 October 2020, Mr Byass receives remuneration of $75,000 per annum (exclusive of superannuation). Mr Byass received remuneration of $93,333, a superannuation payment of $8,867 and share-based payments of nil in the financial year ending 30 June 2020); and
(iv) Mr Starink receives remuneration of $72,000 per annum. Mr Starink was appointed to the Board on 8 October 2020 so did not receive any remuneration in the financial year ending 30 June 2020;
(l) details of any Securities issued under the Plan will be published in the annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in the Plan after the Resolutions are approved and who were not named in the Notice will not participate until approval is obtained under that rule;

(m) at the date of this Notice, the Related Parties hold the following relevant interests in Equity Securities of the Company:

Related Party	Shares
Ryan Parkin	2,494,611
Remy Welschinger	18,425
Adrian Byass	8,653,318
Jon Starink	Nil

(n) assuming that each of Resolutions 8-11 (inclusive) are approved by Shareholders, all of the SARs are issued, vested and exercised into Shares, and no other Equity Securities are issued or exercised, the respective interests of the Related Parties in the Company would be as follows:

(i) Mr Parkin's interest would represent approximately 1.54% of the Company's expanded capital;
(ii) Mr Welschinger's interest would represent approximately 0.76% of the Company's expanded capital;

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(iii) Mr Byass' interest would represent approximately 3.03% of the Company's expanded capital; and
(iv) Mr Starink's interest would represent approximately 0.75% of the Company's expanded capital;
(o) the highest and lowest closing market sale prices of the Shares on ASX during the 12 months prior to the date of this Notice were:
(i) Highest: $0.14 per Share on 18 June 2020;
(ii) Lowest: $0.03 per Share on 19 March 2020, 5 & 6 May 2020;
(p) the latest available closing market sale price of the Shares on ASX prior to the date of this Notice was $0.098 per Share on 22 October 2020;
(q) the issue of the SARs will have a diluting effect on the percentage interest of existing Shareholders' holdings if the SARs vest and are exercised. The potential dilution effect is summarised below (assuming the current Share capital structure as at the date of this Notice (being 310,304,275 Shares and that no Shares are issued other than the Shares issued on exercise of the SARs:

Related Party	SARs	Dilution (%)
Ryan Parkin	2,400,000	0.9
Remy Welschinger	2,400,000	0.9
Adrian Byass	1,000,000	0.4
Jon Starink	2,400,000	0.9
Total	8,200,000	3.0

(r) there are no taxation consequences for the Company arising from the issue of the SARs (including fringe benefits tax).

8.5 Board recommendation

Resolutions 8-11 (inclusive) are each an ordinary resolution.

The Directors decline to make a recommendation to Shareholders in relation to Resolutions 8-11 (inclusive) due to their material personal interests in the outcome of the Resolutions.

9. RESOLUTION 12 – APPROVAL TO ISSUE CORPORATE ADVISOR OPTIONS.

9.1 General

Subject to Shareholder approval, the Company is proposing to issue Zenix Nominees Pty Ltd (or its nominees) 10,000,000 unlisted free attaching Options in consideration for corporate advisory services ( Corporate Advisor Options ) and as a cost effective and efficient means of incentivising performance. The Corporate Advisor Options will be exercisable at $0.09 with a 24-month term.

Resolution 12 seeks the approval of Shareholders for the issue of the Corporate Advisor Options under and for the purposes of ASX Listing Rule 7.1.

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9.2 ASX Listing Rule 7.1

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

9.3 Technical information required by Listing Rule 14.1A

If Resolution 12 is passed, the Company will be able to proceed with the issue of the Corporate Advisor Options. In addition, the issue of the Corporate Advisor Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 12 is not passed, the Company will not be able to proceed with the issue of the Corporate Advisor Options and the Company will need to consider issue other means of incentives, which could include cash payments.

Resolution 12 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Corporate Advisor Options.

9.4 Technical 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 Resolution 12:

(a) the Corporate Advisor Options will be issued to Zenix Nominees Pty Ltd (or its nominees), who is not a related party of the Company;
(b) the maximum number of Corporate Advisor Options to be issued is 10,000,000. The terms and conditions of the Corporate Advisor Options are set out in Schedule 5;
(c) the Corporate Advisor Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Corporate Advisor Options will occur on the same date;
(d) the Corporate Advisor Options are issued for nil cash consideration, and therefore no funds will be raised from the issue;
(e) the purpose of the issue of the Corporate Advisor Options is set out in Section 9.1 above;
(f) the Corporate Advisor Options are being issued for nil cash consideration in consideration for corporate advisory services provided by Zenix Nominees Pty Ltd (including services related to marketing, public relations, strategy, and introductions to potential investors). The agreement to provide these services has concluded and the proposed issue of the Corporate Advisor Options is in full and final satisfaction of all services rendered. There are no other material terms with respect to the agreement for the issue of the Corporate Advisor Options;
(g) the Corporate Advisor Options are not being issued under, or to fund, a reverse takeover; and

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(h) a voting exclusion statement is included in Resolution 12 of the Notice.

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GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 5.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

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.

ASX Listing Rules means the Listing Rules of ASX.

Auditor's Report means the auditor's report on the Financial Report.

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.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Infinity Lithium Corporation Limited (ACN 147 413 956).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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.

Notice or Notice of Meeting 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.

Remuneration Report means the remuneration report set out in the Director’s Report.

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.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS

A summary of the terms and conditions of the Placement Options is below:

(a) Entitlement

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

(b) Issue Price

No cash consideration is payable for the issue of the Options.

(c) Exercise Price

Subject to paragraph (h), the amount payable upon exercise of each Option will be $0.12 ( Exercise Price ).

(d) Expiry Date

Each Option will expire at 5.00pm (WST) 2 years after the issue date ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e) Exercise Period

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

(f) Quotation of the Options

The Company will not apply for quotation of the Options on ASX.

(g) Transferability of the Options
The Options are not transferable, except with the prior written approval of the Company.

(h) 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.

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 ).

(i) Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, the Company will:

(i) 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;
(ii) 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

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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

(iii) 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 (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.

(j)

Shares issued on exercise

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

(k)

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.

(l)

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 ASX Listing Rules at the time of the reconstruction.

(m)

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.

(n)

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):

(i) 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
(ii) no change will be made to the Exercise Price.

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SCHEDULE 2 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE AND SHARE APPRECIATION RIGHTS PLAN

The principle terms of the Incentive Performance and Share Appreciation Rights Plan ( Incentive Performance and Share Appreciation Rights Plan ) are summarised below:

(a) Eligibility : Participants in the Performance and Share Appreciation Rights Plan may be:
(i) a Director (whether executive or non-executive) of the Company or any Associated Body Corporate of the Company (each, a Group Company );
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Performance or Share Appreciation Rights under the Incentive Performance and Share Appreciation Rights Plan ( Eligible Participants ).

(b) Offer : The Board may, from time to time, at its absolute discretion, make a written offer to any Eligible Participant to apply for Performance Rights, upon the terms set out in the Incentive Performance and Share Appreciation Rights Plan and upon such additional terms and conditions as the Board determines.
(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Performance or Share Appreciation Rights offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(d) Consideration: Performance Rights and Share Appreciation Rights granted under the Performance Rights Plan will be issued for nil cash consideration.
(e) Vesting Conditions : A Performance Right or Share Appreciation Right may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right ( Vesting Conditions ).
(f) Vesting: The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Performance or Share Appreciation Rights have been granted under the Incentive Performance and Share Appreciation Rights Plan or their nominee where the Performance or Share Appreciation Rights have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Performance or Share Appreciation Rights due to:
(i) special circumstances arising in relation to a Relevant Person in respect of those Performance or Share Appreciation Rights, being:
- (A) a Relevant Person ceasing to be an Eligible Participant due to:

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(I) death or total or permanent disability of a Relevant Person; or
(II) retirement or redundancy of a Relevant Person;
(B) a Relevant Person suffering severe financial hardship;
(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant offer made to and accepted by the Participant; or
(D) any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant,

( Special Circumstances ), or

(ii) a change of control occurring; or
(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(g) Lapse of a Performance or Share Appreciation Right: A Performance or Share Appreciation Right will lapse upon the earlier to occur of:
(i) an unauthorised dealing in, or hedging of, the Performance or Share Appreciation Right occurring;
(ii) a Vesting Condition in relation to the Performance or Share Appreciation Right is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Performance or Share Appreciation Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance or Share Appreciation Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iii) in respect of unvested Performance or Share Appreciation Right only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance or Share Appreciation Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance or Share Appreciation Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Performance or Share Appreciation Rights only, a Relevant Person ceases to be an Eligible Participant and the Performance Rights granted in respect of that Relevant Person are not exercised within one (1) month (or such later date as the Board determines) of the date that Relevant Person ceases to be an Eligible Participant;
(v) the Board deems that a Performance or Share Appreciation Right lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(vi) the Company undergoes a change of control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Performance or Share Appreciation Right; and
(vii) the expiry date of the Performance or Share Appreciation Rights.

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(h) Not transferrable : Subject to the ASX Listing Rules, and except as otherwise provided for by an offer, Performance or Share Appreciation Rights are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
(i) Shares : Shares resulting from the vesting of the Performance or Share Appreciation Rights shall, subject to any Sale Restrictions (refer to paragraph (j)), from the date of issue, rank on equal terms with all other Shares on issue.
(j) Sale Restrictions: The Board may, in its discretion, determine at any time up until exercise of Performance or Share Appreciation Rights, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Performance or Share Appreciation Rights ( Restriction Period ). In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period. Separate to the Plan itself, the Board requires recipients of Share Appreciation Rights to enter into an Orderly Market Agreement which regulates the sale of any Shares derived from the SARs programme to ensure an orderly market is maintained.
(k) Quotation of Shares: If Shares of the same class as those issued under the Incentive Performance and Share Appreciation Rights Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the Shares ends. The Company will not apply for quotation of any Performance or Share Appreciation Rights on the ASX.
(l) No Participation Rights: There are no participation rights or entitlements inherent in the Performance or Share Appreciation Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance or Share Appreciation Rights without exercising the Performance or Share Appreciation Right.
(m) No Change: A Performance or Share Appreciation Right does not confer the right to a change in the number of underlying Shares over which the Performance or Share Appreciation Right can be exercised.
(n) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(o) Amendments : Subject to express restrictions set out in the Incentive Performance Rights and Share Appreciation Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the Incentive Performance and Share Appreciation Rights Plan, or the terms or conditions of any Performance or Share Appreciation Rights granted under the Incentive Performance and Share Appreciation Rights Plan including giving any amendment retrospective effect.

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SCHEDULE 3 – TERMS OF SHARE APPRECIATION RIGHTS

(a) ( Issue Price ): The Share Appreciation Rights will be issued for nil cash consideration.
(b) ( Vesting ): The Share Appreciation Rights vest as follows, provided the holder remains employed or engaged by the Company on the vesting date:
(i) 33.33% of Share Appreciation Rights issued to a holder vest on the date that is 12 months from 5 October 2020;
(ii) 33.33% of Share Appreciation Rights issued to a holder vest on the date that is 24 months from 5 October 2020; and
(iii) 33.33% of Share Appreciation Rights issued to a holder vest on the date that is 36 months from 5 October 2020.
(c) ( Notification to holder ): The Company shall notify the holder in writing within 10 Business Days of becoming aware that any vesting condition attached to a Share Appreciation Right has been satisfied.
(d) ( Strike Price ): The amount payable upon exercise of each Share Appreciation Right is the closing price of the Shares on 5 October 2020, being $0.082.
(e) ( Expiry Date ): Each unexercised or unvested Share Appreciation Right shall expire on 5 October 2025.
(f) ( Exercise on Vesting ): Subject to the holder remaining employed or engaged by the Company on the vesting date, to exercise a vested Share Appreciation Right, the holder may at any time after the Board notifies that the Share Appreciation Right has vested and before it lapses by:
(i) providing the Company with the certificate for the Share Appreciation Rights in accordance with the terms of the Incentive Performance and Share Appreciation Rights Plan; and
(ii) providing the Company with a notice in the form of Schedule 3 of the Incentive Performance and Share Appreciation Rights Plan addressed to the Company and signed by the holder stating that the holder exercises the Share Appreciation Rights and specifying the number of Share Appreciation Rights which are exercised, and

the Company, at the Board’s absolute discretion and in accordance with paragraph (g), will either

(i) require the holder to pay the Strike Price per Share Appreciation Right being exercised in Australian currency in cleared funds into a bank account nominated in advance by the Company (or other means of payment acceptable to the Company), and will settle the exercise of those exercised Share Appreciation Rights by issuing Shares; or
(ii) notify the holder that the Company will settle exercise of the Share Appreciation Rights by way of a cash payment, pursuant to which the Company will settle the exercise of those exercised Share Appreciation Rights by making a cash payment equal to the value of the difference between the Strike Price of the Share Appreciation Rights and the current market value of Shares ( Premium ).

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(g) ( Exercise election ): Subject to paragraph (s), upon exercise of a vested Share Appreciation Right, the holder or their nominee will be entitled to receive, at the absolute discretion of the Board, either:
(i) issue Shares, on the basis of one Share for each Share Appreciation Right; or
(ii) make a cash payment equal to the Premium,
in accordance with the terms of the Incentive Performance and Share Appreciation Rights Plan.
(h) ( Eligibility ): A holder of Share Appreciation Rights must remain eligible under the Incentive Performance and Share Appreciation Rights Plan at the time Share Appreciation Rights are granted, exercised and converted into Shares.
(i) ( Share ranking ): All Shares issued upon the vesting and exercise of Share Appreciation Rights will upon issue rank pari passu in all respects with other Shares.
(j) ( Nominee ): Upon receipt of an offer in accordance with the terms of the Incentive Performance and Share Appreciation Rights Plan, a holder may, by notice in writing to the Board, nominate a Nominee (as that term is defined in the Incentive Performance and Share Appreciation Rights Plan) in whose favour the holder wishes to renounce the Offer.
(k) ( Company’s obligations ): The Company will:
(i) issue the Shares or any cash payment to which the holder is entitled as soon as practicable after the exercise of a Share Appreciation Right; and
(ii) 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.
(l) ( Application to ASX ) The Share Appreciation Rights will not be quoted on ASX. The Company will apply to ASX for official quotation of a Share issued on exercise of a Share Appreciation Right on ASX, subject to the Company being admitted to the Official List of the ASX at the time of issue of the Share on exercise of a Share Appreciation Right, within 10 Business Days of the later of the date the Shares are issued or the date that any restriction period that applies to the Shares ends.
(m) ( Transfer of Share Appreciation Rights ): The Share Appreciation Rights are only transferable under special circumstances as set out in the Incentive Performance and Share Appreciation Rights Plan.
(n) ( Participation in new issues ) A Share Appreciation Right does not entitle a holder (in their capacity as a holder of a Share Appreciation Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(o) ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, 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.
(p) ( Adjustment for bonus issue ) 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) the number of Shares or other securities which must be issued on the conversion of a Share Appreciation Right will be increased by the number of Shares or other securities which the holder would have received if the

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holder had converted the Share Appreciation Right before the record date for the bonus issue.

(q) ( Dividend and Voting Rights ): The Share Appreciation Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.
(r) ( Change of Control ): In the event of a Change of Control, the Share Appreciation Rights will vest, and the Company will, following exercise by the holder, either issue Shares or a cash payment at its election pursuant to paragraph (g).

For the purpose of this paragraph (r), Change of Control means:

(i) a bona fide Takeover Bid (as that term is defined in the Corporations Act) is declared unconditional and the bidder has acquired a Relevant Interest Bid (as that term is defined in the Corporations Act) in at least 50.1% of the Company’s issued Shares;
- (A) a court approves, under section 411(4)(b) of the Corporations Act, a proposed 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
- (B) in any other case, a person obtains Voting Power (as that term is defined in section 9 of the Corporations Act) in the Company which 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.
(s) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ): If the conversion of a Share Appreciation Right under paragraph (d) or (m) 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 Share Appreciation Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Share Appreciation Right would result in a contravention of the General Prohibition:
(i) holders may give written notification to the Company if they consider that the conversion of a Share Appreciation 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 Share Appreciation Right will not result in any person being in contravention of the General Prohibition;
(ii) 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 (s)(ii) 1.1(a)(ii)within seven days if the Company considers that the conversion of a Share Appreciation 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 Share Appreciation Right will not result in any person being in contravention of the General Prohibition.
(t) ( No rights to return of capital ) A Share Appreciation Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(u) ( Rights on winding up ) A Share Appreciation Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.
(v) ( No other rights ) A Share Appreciation Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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(w) ( Subdivision 83AC-C ): Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Share Appreciation Right.

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SCHEDULE 4 – VALUATION OF SHARE APPRECIATION RIGHTS

The SARs to be issued to the Related Parties pursuant to Resolutions 8 to 11 (inclusive) have been valued using the Black Scholes model, based on the assumptions set out below, were ascribed the following value:

cribed the following value:
Assumptions:	SARs

Valuation date	5 October 2020
Marketprice of Shares	$0.082³
Exerciseprice	$0.082
Expirydate	5 October 2025
Risk free interest rate	0.38%¹
Volatility (discount)	70.51%²

Indicative valueper Related Party SAR(rounded)	$0.047
Total Number of Related Party SARs	8,200,000
Total Value of Related Party SARs	$385,400

Related Party	Related Party SARs (Number)	Valuation per Related Party SAR	Total Value of Related Party SARs ($)

Ryan Parkin	2,400,000	$0.047	$112,800
Remy Welschinger	2,400,000	$0.047	$112,800
Adrian Byass	1,000,000	$0.047	$47,000
Jon Starink	2,400,000	$0.047	$112,800
Total	8.200,000		$385,400

Risk free interest rate based on the yield of 5-year government bonds as per the RBA using the closing rate on the day prior to the valuation date.
Volatility was calculated and based on historical volatility over 5-year trading periods.
Market price was calculated as the closing price of the Shares on the last date the Shares traded on the valuation date.

Note: The valuation noted above is not necessarily the market price that the Related Party SARs could be traded at and is not automatically the market price for taxation purposes.

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SCHEDULE 5 – TERMS AND CONDITIONS OF CORPORATE ADVISOR OPTIONS

A summary of the terms and conditions of the Placement Options is below:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Issue Price

No cash consideration is payable for the issue of the Options.

Exercise Price

Subject to paragraph (h), the amount payable upon exercise of each Option will be $0.12 ( Exercise Price ).

(d) Expiry Date Each Option will expire at 5.00pm (WST) 2 years after the issue date ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Exercise Period

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

Quotation of the Options

The Company will not apply for quotation of the Options on ASX.

(g)

Transferability of the Options

The Options are not transferable, except with the prior written approval of the Company.

(h)

Notice of Exercise

(i) Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, the Company will:

(i) 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;
(ii) 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

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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

(iii) 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.

(j)

Shares issued on exercise

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

(k) Quotation of Shares on exercise

(l)

Reconstruction of capital

(m)

Participation in new issues

(n) 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):

(i) 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
(ii) no change will be made to the Exercise Price.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

2020 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Infinity Lithium Corporation Limited and entitled to attend and vote hereby

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, OR meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Unit 9, 448 Roberts Road, Subiaco, Perth, Western Australia 6008 on 25 November 2020 at 3:00pm (WST) and at any adjournment or postponement of that Meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 8, 9, 10 & 11 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favour of each Resolution of Business.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions		For	Against	Abstain*
	1 Adoption of Remuneration Report		◼	◼	◼
	2 Re-Election of Director – Mr Adrian Byass		◼	◼	◼
	3 Election of Director – Mr Remy Welschinger		◼	◼	◼
	4 Election of Director – Mr Jon Starink		◼	◼	◼
STEP 2	5 Approval of 10% Placement Capacity 6 Ratification of prior issue of Placement Shares 7 Approval to issue Placement Options 8 Issue of Share Appreciation Rights to Mr Ryan Parkin		◼ ◼ ◼ ◼	◼ ◼ ◼ ◼	◼ ◼ ◼ ◼
	9 Issue of Share Appreciation Rights to Mr Remy Welschinger		◼	◼	◼
	10 Issue of Share Appreciation Rights to Mr Adrian Byass		◼	◼	◼
	11 Issue of Share Appreciation Rights to Mr Jon Starink		◼	◼	◼
	12 Approval to issue Corporate Advisor Options		◼	◼	◼

	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf or on a poll and your votes will not be counted in computing the required majority on a poll. 			on a show of hands
	SIGNATURE OF SHAREHOLDERS –	THIS MUST BE COMPLETED
	Shareholder 1(Individual)	Joint Shareholder 2(Individual)	Joint Shareholder 3(Individual)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address

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Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it. Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1, 8, 9, 10 & 11, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1, 8, 9, 10 & 11.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) Return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 3:00pm (WST) on 23 November 2020, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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BY FAX +61 8 6370 4203

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BY EMAIL [email protected]

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IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

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ALL ENQUIRIES TO Telephone: +61 8 9389 8033

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company you a that you are in compliance with Listing Rule 14.11.

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INFINITY METALS LIMITED — AGM Information 2020

65127_rns_2020-10-26_e16cc9d2-8388-4077-add8-ab519f5b60ee.pdf

INFINITY LITHIUM CORPORATION LIMITED ACN 147 413 956 NOTICE OF ANNUAL GENERAL MEETING

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

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ADRIAN BYASS

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR REMY WELSCHINGER

5. RESOLUTION 4 – ELECTION OF DIRECTOR – MR JON STARINK

6. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

8. RESOLUTION 7 – APPROVAL TO ISSUE PLACEMENT OPTIONS

9. RESOLUTION 8 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR RYAN PARKIN

Voting Prohibition Statement:

10. RESOLUTION 9 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR REMY WELSCHINGER

Voting Prohibition Statement:

11. RESOLUTION 10 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR ADRIAN BYASS

Voting Prohibition Statement:

12. RESOLUTION 11 – ISSUE OF SHARE APPRECIATION RIGHTS TO MR JON STARINK

Voting Prohibition Statement:

13. RESOLUTION 12 – APPROVAL TO ISSUE CORPORATE ADVISOR OPTIONS

By order of the Board

Jonathan Whyte Company Secretary

Signed by Director (Ryan Parkin)

Voting by proxy

Voting in person

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ADRIAN BYASS

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Board recommendation

4. RESOLUTIONS 3 AND 4 – ELECTION OF DIRECTORS – MR REMY WELSCHINGER AND MR JON STARINK

4.1 General

4.2 Resolution 3 – Election of Mr Remy Welschinger

(a) Qualifications and other material directorships

(b) Independence

4.3 Resolution 4 – Election of Mr Jon Starink

(a) Qualifications and other material directorships

(b) Independence

4.4 Board recommendation

5. RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

5.2 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

(c) Risk of voting dilution

The table above uses the following assumptions:

(f)

Allocation policy under the 10% Placement Capacity

5.3 Voting Exclusion

5.4 Board recommendation

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 General

6.2 ASX Listing Rule 7.1

6.3

ASX Listing Rule 7.4

6.4

Technical information required by ASX Listing Rule 14.1A

6.5 Technical information required by ASX Listing Rule 7.5

6.6 Board recommendation

7. RESOLUTION 7 – APPROVAL TO ISSUE PLACEMENT OPTIONS.

7.1 General

7.2 ASX Listing Rule 7.1

7.3 Technical information required by Listing Rule 14.1A

7.4 Technical information required by Listing Rule 7.3

7.5 Board recommendation

8.1 General

8.2 Chapter 2E of the Corporations Act

8.3 Listing Rule 10.14

8.4 Technical information required by ASX Listing Rule 10.15 and section 219 of the Corporations Act

INFINITY METALS LIMITED AGM Information 2020