INFINITY METALS LIMITED - AGM Information 2020

24 June 2020

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Dear Shareholders,

IMPACT OF COVID-19 RESTRICTIONS ON THE COMPANY’S GENERAL MEETING

The shareholder meeting is scheduled to be held in Perth on 27 July 2020 at 10:00am (AWST) ( Meeting ). However, in light of the status of the evolving COVID-19 situation and Government restrictions on public gatherings in place at the time of the Meeting, the Directors may make a decision prior to the Meeting that Shareholders will not be able to attend the Meeting in person.

Due to the recent easing of COVID-19 measures by the West Australian government ( WA Government ), the Directors have decided to hold the Meeting without any teleconference or online meeting facilities. Additionally, based on previous shareholder meetings, the Company believes that the number of Shareholders attending will remain under the maximum number allowed by the WA Government.

However, if circumstances arise outside of the Company’s control whereby the WA Government increases the restrictions on public gatherings or the number of Shareholders attending the meeting exceeds the maximum number allowed by the WA Government, the Company will reconvene the meeting and notify the Shareholders via the ASX Company’s Announcement Platform at asx.com.au (ASX:INF).

If Shareholders are not able to attend the Meeting in person, Shareholders will be able to participate in the Meeting by:

(a) voting their Shares prior to the Meeting by lodging the attached proxy form attached to the Notice by no later than 10:00am (AWST) on 25 July 2020;
(b) lodging questions in advance of the Meeting through Advanced Share Registry Limited, PO Box 1156, Nedlands WA 6909 or emailing the questions to [email protected] by no later than 21 July 2020; and/or
(c) attending the Meeting by teleconference or online meeting facilities.

This announcement is authorised for market release by Jonathan David Whyte, Company Secretary of Infinity Lithium Corporation Limited .

Sincerely,

Jonathan David Whyte Company Secretary

INFINITY LITHIUM CORPORATION LIMITED

ACN 147 413 956

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00 am

DATE : 27 July 2020 PLACE : 9/448 Roberts Road SUBIACO WA 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 10.00am (WST) on 25 July 2020.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND ATTACHING 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 7.4 and for all other purposes, Shareholders ratify the issue of 17,214,478 Shares and 12,642,143 free attaching Options 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 or is a counterparty to the agreement being approved (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.

2. RESOLUTION 2 – 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 8,069,808 Shares 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.

3. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN PLACEMENT – 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 10.11 and for all other purposes, approval is given for the Company to issue up to 1,430,000 Shares and 715,000 free attaching Options to Adrian Byass (or his nominee) 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 Adrian Byass (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF 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 1,883,330 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 or is a counterparty to the agreement being approved (namely Wave International Pty Ltd (ACN 105 235 167) 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.

5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO KIC INNOENERGY S.E.

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 up to 13,182,938 Options to KIC InnoEnergy S.E. (or its nominee) 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 holder of ordinary securities in the Company) (namely KIC InnoEnergy S.E.) 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.

6. RESOLUTION 6 – APPROVAL TO ISSUE 2019 PERFORMANCE BONUS SHARES TO RELATED PARTY - 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 10.11 and for all other purposes, approval is given for the Company to issue 700,000 Shares to Ryan Parkin (or his nominee) 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 Ryan Parkin (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

7. RESOLUTION 7 – APPROVAL TO ISSUE 2019 PERFORMANCE BONUS SHARES TO RELATED PARTY – VINCENT LEDOUX PEDAILLES

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 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Shares to Vincent Ledoux Pedailles (or his nominee) 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 Vincent Ledoux Pedailles (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

8. RESOLUTION 8 – APPROVAL TO ISSUE 2020 DISCRETIONARY PERFORMANCE BONUS SHARES TO RELATED PARTY - 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 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Shares to Ryan Parkin (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

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

9. RESOLUTION 9 – APPROVAL TO ISSUE 2020 DISCRETIONARY PERFORMANCE BONUS SHARES TO RELATED PARTY - VINCENT LEDOUX PEDAILLES

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

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

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

Dated: 23 June 2020

By order of the Board

Jonathan Whyte Company Secretary

Voting in person

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

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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 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 changes to the Corporations Act made in 2011 mean 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.

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.

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. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND FREE ATTACHING OPTIONS

1.1 General

On 20 April 2020, the Company announced a placement to sophisticated investors of, and receipt of commitments for, 26,714,286 Shares at an issue price of $0.035 per Share together with 13,357,143 free attaching Options (issued on a one (1) for two (2) basis), to raise up to $935,000 (before costs) ( Placement ).

The participants under the Placement entered into 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 Letter ).

On 24 April 2020, 17,214,478 Shares and 12,642,143 free attaching Options were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1 (being the subject of Resolution 1) and 8,069,808 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 27 November 2019 (being the subject of Resolution 2) ( Placement Securities ).

In addition, a Director of the Company, Adrian Byass wishes to participate in the Placement up to an amount of 1,430,000 Shares and 715,000 free attaching Options to raise a further $50,050, subject to Shareholder approval. Accordingly, the Company is seeking Shareholder approval under Resolution 3 to allow Mr Byass to participate in the Placement on the same terms as unrelated participants in the Placement.

The funds raised under the Placement will be used for:

(a) the advancement of Mining License applications, permitting, environmental, social and regulatory aspects of the San Jose Lithium Project ( San Jose Project );
(b) the advancement of work associated with entering into strategic investment and/or supply and offtake agreements in respect of future lithium production as the Company advances towards the delivery of the San Jose Lithium Hyrdoxide Feasibility Study; and
(c) working capital purposes.

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Securities to the unrelated participants in the Placement ( Placement Ratification ).

1.2 Lead Manager to the Placement

The Company engaged Hartleys Limited ( Hartleys ) to act as lead manager to the Placement ( Lead Manager Agreement ). The Company agreed to pay Hartleys a fee of 6% of the total amount raised under the Placement.

1.3 ASX Listing Rule 7.1 and 7.1A

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.

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%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 27 November 2019.

The issue of the Placement Securities 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 25% limit in ASX Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Securities.

1.4 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 Securities.

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Securities.

1.5 Technical information required by ASX Listing Rule 14.1A

If Resolution 1 and 2 are passed, the Placement Securities will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rule 7.1 and 7.1A, 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 Securities.

If Resolutions 1 and 2 are not passed, the Placement Securities will be included in calculating the Company’s combined 25% limit in ASX Listing Rule 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Securities.

1.6 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 Resolutions 1 and 2:

(a) the Placement Securities were issued to sophisticated investors who are clients of Hartleys, the lead manager to the Placement. The recipients were identified through a bookbuild process, which involved Hartleys 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) 25,284,286 Shares and 12,642,143 Options were issued on the following basis:
(i) 17,214,478 Shares and 12,642,143 free attaching Options were issued pursuant to ASX Listing Rule 7.1 (ratification of which is sought under Resolution 1); and
(ii) 8,069,808 Shares were issued pursuant to ASX Listing Rule 7.1A (ratification of which is sought under Resolution 2);
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Options were issued on the terms and conditions set out in Schedule 1;
(d)
the Placement Securities were issued on 24 April 2020;
(e) the issue price of the Shares issued pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A was $0.035 per Share. The issue price of the Options was nil as the Options were issued free attaching to the Shares on a one (1) for two (2) basis. The Company has not and will not receive any other consideration for the issue of the Placement Securities;
(f) the purpose of the issue of the Placement Securities was to raise $884,950, which will be applied in the manner set out in Section 1.1 above.;
(g) the Placement Securities were issued pursuant to the Subscription Letters summarised in Section 1.1 above; and
(h) a voting exclusion statement is included in Resolution 1 and 2 of the Notice.

2. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN PLACEMENT – ADRIAN BYASS

2.1 General

As set out in Section 1.1 above, the Company is undertaking the Placement to raise up to $935,000 (before costs) and Adrian Byass wishes to participate in the Placement on the same terms as unrelated participants in the Placement ( Related Party Participation ).

Accordingly, Resolution 3 seeks Shareholder approval for the issue of up to 1,430,000 Shares and 715,000 free attaching Options to Adrian Byass (or his

nominee) as a result of the Related Party Participation on the terms set out below.

2.2 Chapter 2E of the Corporations Act

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 Related Party Participation will result in the issue of Shares and Options to Adrian Byass (or his nominee) which constitutes giving a financial benefit and Adrian Byass is a related party of the Company by virtue of being a Director.

The Directors (other than Adrian Byass who has a material personal interest in Resolution 3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Related Party Participation because the Shares and Options will be issued to Adrian Byass (or his nominee) on the same terms as Shares and Options were issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

2.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Related Party Participation falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under ASX Listing Rule 10.11.

Resolution 3 seeks Shareholder approval for the Related Party Participation under and for the purposes of ASX Listing Rule 10.11.

2.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Shares and Options under the Related Party Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.1 above. As approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Shares and Options in respect of the Related Party Participation (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Shares and Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Shares and Options under the Related Party Participation and no further funds will be raised in respect of the Placement.

2.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 3:

(a) the Shares and Options to be issued under the Related Party Participation will be issued to Adrian Byass (or his nominee), who falls within the category set out in ASX Listing Rule 10.11.1, as Mr Byass is a related party of the Company by virtue of being a Director;
(b) the maximum number of Shares to be issued is 1,430,000 and the maximum number of free atttaching Options is 715,000;
(c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Options will be issued on the terms and conditions set out in Schedule 1;
(d) the Shares and Options to be issued under the Related Party Participation will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue of the Shares and Options will occur on the same date;
(e) the issue price of the Shares will be $0.035 per Share, being the same as all other Shares issued under the Placement. This issue price of the Options will be nil per Option as the Options will be issued free attaching to the Shares on a one (1) for two (2) basis. The Company will not receive any other consideration for the issue of the Shares and Options;
(f) the purpose of the issue of the Shares and Options is raise up to $50,050, which will be applied in the manner set out in Section 1.1 above (being, the same as all other funds raised under the Placement);
(g) the issue of the Shares and Options under the Related Party Participation is not intended to remunerate or incentivise the Director;
(h) the Shares and Options issued under the Related Party Participation are being issued pursuant to a subscription letter entered into between

Mr Byass and the Company on the same terms as those summarised in Section 1.1 with the exception that the issue of Shares and Options to Mr Byass is subject to Shareholder approval; and

(i) a voting exclusion statements is included in Resolution 3 of the Notice.

3. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

3.1 General

The Company has appointed Wave International Pty Ltd (ACN 105 235 167) ( Wave ) as lead consultant and study manager to deliver the Company’s PreFeasibility Study ( PFS ) for the San Jose Project under a consultancy service agreement ( Consultancy Agreement ).

The material terms and conditions of the Consultancy Agreement are as follows:

(a) ( Term ): The engagement of Wave is effective for a period of 18 months from 29 March 2019 and may be extended upon agreement between the Company and Wave.
(b) ( Fee ): The Company will pay Wave the following fees in consideration for the services provided under the Consultancy Agreement:
(i) Tranche 1 : The Company will issue $79,000 worth of Shares to Wave upon completion of the metallurgical test work program;
(ii) Tranche 2 : The Company will:
- (A) Issue $50,000 worth of Shares to Wave; and
- (B) make a cash payment of $459,160 to Wave (which payment has been made in full),

upon completion of the PFS; and

(iii) Tranche 3 : The Company will issue $50,000 worth of Shares to Wave upon achievement of PFS target completion.
(c) ( Termination ): The engagement may be terminated:
(i) on the earlier of:
- (A) expiry of the term without an agreed extension period;
- (B) the replacement of the Consultancy Agreement;
- (C) a party is declared bankrupt or insolvent, or carries on business under a receiver, trustee or manager for the benefit of its creditors or goes into liquidation; or
- (D) the parties agree to end the Consultancy Agreement;
(ii) if the Company is not satisfied with the provisions of the consultancy services by Wave or Wave fails to meet agreed timeframes, provided that the Company provides reasonable notice to Wave to rectify these issues; or

(iii) at any time by providing Wave with 5 working days notice.
(d) ( Termination Fee ): Upon termination for dissatisfaction or convenience in accordance with Section 3.1(c)(ii) or 3.1(c)(iii) above, the Company will pay Wave the cost of services provided by Wave prior to the date of termination.

The Consultancy Agreement also contains such other terms as are considered standard for an agreement of this nature.

On 27 December 2019, 1,883,330 Shares were issued to Wave pursuant to the Company’s capacity under ASX Listing Rule 7.1 ( Wave Shares ) in satisfaction of outstanding fees of $129,000 owing to Wave Company under Tranche 1 and Tranche 2 (described above) in respect of consultancy services provided to the Company.

3.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 and ASX Listing Rule 7.1A is set out Section 1.2 above.

The issue of the Wave Shares does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in ASX Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Wave Shares.

3.3 ASX Listing Rule 7.4

A summary of ASX Listing Rule 7.4 is set out in Section 1.4 above.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Wave Shares.

3.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Wave Shares will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rules 7.1 and 7.1A, 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 Wave Shares.

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

3.5 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 4:

(a) the Wave Shares were issued to Wave, who is not related party of the Company;
(b) 1,883,330 Wave Shares were issued, and the Wave 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) the Wave Shares were issued on 27 December 2019;
(d) the Wave Shares were issued at a nil issue price, in consideration for settlement of fees owing to Wave as described in Section 3.1 above. The Company has not and will not receive any other consideration for the issue of the Wave Shares;
(e) the purpose of the issue of the Wave Shares was to satisfy the Company’s obligations to Wave in respect of fees for professional services owing to Wave as described in Section 3.1;
(f) the Wave Shares were issued to Wave under the Consultancy Agreement. A summary of the material terms of the Consultancy Agreement is set out in Section 3.1 above; and
(g) a voting exclusion statement is included in Resolution 4 of the Notice.

4. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO KIC INNOENERGY S.E.

4.1 Background

On 25 March 2020, the Company announced that it had entered into a memorandum of understanding ( MoU ) with European Union Platform Innovation Initiative, KIC InnoEnergy S.E. ( InnoEnergy ) in respect of a collaboration relating to the proposed development of the Company’s San José Lithium Project (the San José Project or Project ), including an equity investment aligned to technical tests and progression of works towards the construction of a pilot plant at the Project, assistance in securing Project financing (including offtake) support in the acceleration of the Project timeline, improvement in societal awareness and ultimately, assistance in security project funding (debt and equity). Please refer to the Company’s ASX announcement dated 25 March 2020 for further detail.

4.2 Collaboration Agreements with InnoEnergy

As announced on 18 June 2020, the Company has entered into the following binding agreements in respect of the collaboration with InnoEnergy:

(a) a project agreement ( Project Agreement ) which governs the funding to be provided by InnoEnergy for the initial phase of the project (being, up to a maximum of €800,000) and the use of those funds by the Company and its project partner, Dorfner Analysenzentrum and Anlagenplanungsgesellschaft mbH (DA) who has been appointed by the Company to undertake the phase one bench scale test work program for the production of battery grade lithium hydroxide, and subsequent development of the phase two pilot plant. The amounts payable under the Project Agreement for phase one test works are to

be paid by InnoEnergy directly to DA (upon satisfaction of a number of conditions precedent including, the receipt of Shareholder approval for issue of the Options described below) in the three tranches as follows:

(i) Tranche 1 Funding : 50% (being, €400,000) will be advanced to DA within 5 business days of receipt of Shareholder approval for the issue of the Tranche 1 Options (defined below);
(ii) Tranche 2 Funding : 25% (being, €200,000) will be advanced to DA within 5 business days of receipt of Shareholder approval for the issue of the Tranche 2 Options (defined below) which will be obtained just prior to the time of completion of a milestone based level of activities (as defined in the Project Agreement) which is expected to occur on or around Q1 2021; and
(iii) Tranche 3 Funding : the balance of 25% (being, up to a maximum of €200,000) will be advanced to DA within 5 business days of receipt of Shareholder approval for the issue of the Tranche 3 Options (defined below) which will be obtained just prior to completion of the phase one project which is expected to occur on or around Q3 2021.

InnoEnergy will be issued three tranches of Options in consideration for the Tranche 1 Funding, Tranche 2 Funding and Tranche 3 Funding advanced by InnoEnergy to DA under the Project Agreement. Shareholder approval for the issue of the Tranche 1 Options (defined below) being, the purpose of this Resolution 5;

(b) a warrant deed ( Warrant Deed ) which governs the fee payable by the Company in respect of the funds advanced under the Project Agreement by InnoEnergy (being, the issue of the Tranche 1 Options, Tranche 2 Options and Tranche 2 Options as described at Section 4.3 below).
(c) a business investment platform ( BIP ) added value services agreement, which governs the provision of the following services by InnoEnergy, on a best endeavour basis, to the Company:
(i) fundraising services for the development and arrangement of project financing for the San José Lithium Project;
(ii) providing guidance and expertise in the protection of intellectual property ( IP ) created by the Company under the test work program and the design of a licensing scheme that will target application of the IP created by the test work whilst allowing unhindered use by the Company at the San José Project;
(iii) developing relationships and negotiation support with European off-takers, with a view to the Company entering into one or several binding offtake agreements; and
(iv) securing the Company’s strategic place in the European Lithium-Ion Battery value chain, supporting the Company in obtaining necessary licenses for its operation in Spain, recruiting advisors and staff to assist in the progression of the San José Project and services with respect to societal and environmental acceptance of the Company’s business case.

Refer to the Company’s ASX announcement dated 18 June 2020 for further detail regarding the key terms and conditions of the binding agreements entered into with InnoEnergy.

4.3 Warrant Deed

As set out above, the Company has entered into the Warrant Deed under which the Company has agreed, subject to Shareholder approval, to issue Options to InnoEnergy on the terms set out below in consideration for the funds advanced by InnoEnergy to the Company’s project partner, DA under the Project Agreement.

In consideration for the advance of funds to DA, the Company has agreed, subject to Shareholder approval, to issue three tranches of Options to InnoEnergy as follows:

(a) Tranche 1 Options: the Company has agreed to issue InnoEnergy that number of Options equal to the dollar amount of funding advanced to DA by InnoEnergy under the first tranche of funding provided under the Project Agreement (being, €400,000 (which is equal to AU$659,147)[1] ) divided by AU$0.05, being up to 13,182,938 Options (the Tranche 1 Options );
(b) Tranche 2 Options: the Company has agreed to issue InnoEnergy that number of Options equal to the dollar amount of funding advanced to DA by InnoEnergy under the second tranche of funding provided under the Project Agreement (being, €200,000 (which is equal to AU$329,573)[2] ) ( Tranche 2 Funding ) divided by the greater of:
(i) AU$0.05; and
(ii) the volume weighted average price ( VWAP ) of Shares calculated over the 30 trading days immediately prior to the date InnoEnergy pays the Tranche 2 Funding,

(the Tranche 2 Options); and

(c) Tranche 3 Options: the Company has agreed to issue InnoEnergy that number of Options equal to the dollar amount of funding advanced to DA by InnoEnergy under the third tranche of funding provided under the Project Agreement (being, up to a maximum of €200,000) (which is equal to AU$329,573)[3] ) ( Tranche 3 Funding ) divided by the greater of:
(i) AU$0.05; and
(ii) the VWAP of Shares calculated over the 30 trading days immediately prior to the date InnoEnergy pays the Tranche 3 Funding,

(the Tranche 3 Options ).

Please refer to Schedule 2 for a summary of the material terms and conditions of the Warrant Deed.

1 Based on an exchange rate of 0.606845 as provided for in the Warrant Deed.

2 Based on an exchange rate of 0.606845 as provided for in the Warrant Deed

3 Based on an exchange rate of 0.606845 as provided for in the Warrant Deed

4.4 Use of Funds

The Tranche 1 Funding of €400,000 will be advanced to DA within 5 business days of Shareholder approval being obtained for the issue of the Tranche 1 Options (being, the purpose of this Resolution 5) which is expected to occur on 27 July 2020.

As set out above, the Tranche 2 Funding of €200,000 and Tranche 3 Funding of up to €200,000 is expected to be advanced by InnoEnergy in Q1 2021 and Q3 2021 (respectively). Shareholder approval for the issue of the Tranche 2 Options and Tranche 3 Options will be obtained before the due date of the Tranche 2 Funding and Tranche 3 Funding (respectively) and Shareholders will be provided with further detail in due course.

The funds advanced by InnoEnergy under the Project Agreement (being €800,000) will be allocated to the development of phase one of an innovative two-phase pilot plant at the Project, designed to produce battery grade lithium hydroxide and deliver it to selected European off takers for testing and validation.

4.5 ASX Listing Rule 7.1

As set out above, the Company is proposing to issue up to 13,182,938 Options to InnoEnergy in consideration for the Tranche 1 Funding advanced to DA (the Company’s project partner) by InnoEnergy under the Project Agreement ( Tranche 1 Options ).

As summarised in Section 1.3 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Tranche 1 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.

4.6 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Tranche 1 Options. In addition, the issue of the Tranche 1 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 5 is not passed, the Company will not be able to proceed with the issue of the Tranche 1 Options and InnoEnergy will have the right to terminate the Warrant Deed without any liability. Further, the Company may be liable to pay the reasonable costs incurred by InnoEnergy) pursuant to the Break Fee (as defined in Schedule 2).

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 1 Options.

4.7 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) the Tranche 1 Options will be issued to InnoEnergy who is not a related party of the Company;
(b) the maximum number of Tranche 1 Options to be issued is 13,182,938. The terms and conditions of the Tranche 1 Options are set out in Schedule 3;
(c) the Tranche 1 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 Tranche 1 Options will occur on the same date;
(d) the Tranche 1 Options will be issued at a nil issue price, in consideration for the Tranche 1 Funding advanced under the Project Agreement;
(e) the purpose of the issue of the Tranche 1 Options is to satisfy the Company’s obligations under the Warrant Deed;
(f) the Tranche 1 Options are being issued to InnoEnergy under the Warrant Deed. A summary of the material terms of the Warrant Deed is set out in Schedule 2;
(g) the Tranche 1 Options are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolution 5 of the Notice.

5. RESOLUTION 6 AND 7 – APPROVAL TO ISSUE 2019 PERFORMANCE BONUS SHARES TO RELATED PARTIES - RYAN PARKIN AND VINCENT LEDOUX PEDAILLES

5.1 General

Resolutions 6 and 7 seek Shareholder approval for the issue of 700,000 Shares to Ryan Parkin and 1,000,000 Shares to Vincent Ledoux Pedailles (or their nominees) (together, the Related Parties ) on the terms set out below.

As previously announced, the Company has developed a remuneration framework for executive Directors designed to align a proportion of the executive Director’s remuneration with value creation and Shareholder returns.

As announced on 13 September 2019, the Board (other than Messrs Parkin and Pedailles who have a material personal interest in the matter) resolved to award each of Messrs Parkin and Pedailles a discretionary bonus of $50,000 under this framework and in accordance with their consultancy agreements with the Company (as summarised in Schedule 3) upon the successful delivery of the PFS at the San Jose Project, which delivered enhanced economics from the previously completed Scoping Study at the project ( 2019 Performance Bonus ).

Further, the Board (other than Messrs Parkin and Pedailles) resolved that the 2019 Performance Bonus was to be satisfied via an issue of Shares at a deemed issue price of $0.05 per Share subject to Shareholder approval to be at the next general meeting of the Company. However, the Company did not issue Shares to the Related Parties in lieu of the 2019 Performance Bonus at that time.

Subsequently, on 17 September 2019, the Board agreed to pay $15,000 to Ryan Parkin in part satisfaction of the 2019 Performance Bonus owing to Mr Parkin.

The Board (other than Messrs Parkin and Pedailles who have a material personal interest in the matter) wish to satisfy the remaining balance of the 2019 Performance Bonus owing to Ryan Parkin via the issue of 700,000 Shares to Ryan Parkin (or his nominee) and all of the 2019 Performance Bonus owing to Vincent Ledoux Pedailles via the issue of 1,000,000 Shares to Vincent Ledoux Pedailles (or his nominee) (together, the 2019 Performance Bonus Shares ) subject to Shareholder approval.

Accordingly, the Company is seeking Shareholder approval for the issue of an aggregate of 1,700,000 Shares to the Related Parties in accordance with Resolutions 6 and 7. Should Shareholder approval not be obtained, the 2019 Performance Bonus will be satisfied via a payment in cash.

5.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 2.2 above.

Messrs Parkin and Pedailles are Related Parties of the Company by virtue of being Directors. The issue of 2019 Performance Bonus Shares to Messrs Parkin and Pedailles requires the Company to obtain Shareholder approval because the issue constitutes the giving a financial benefit to the Related Parties.

The Directors (other than Ryan Parkin and Vincent Ledoux Pedailles who have a material personal interest in Resolutions 6 and 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the 2019 Performance Bonus Shares because the agreement to issue the 2019 Performance Bonus Shares, reached as part of the executive remuneration packages of Messrs Parkin and Pedailles, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

5.3 ASX Listing Rule 10.11

A summary of ASX Listing Rule 10.11 is set out in Section 2.3 above.

The issue of 2019 Performance Bonus Shares falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under ASX Listing Rule 10.11.

Resolution 6 and 7 seeks the required Shareholder approval for the issue of the 2019 Performance Bonus Shares under and for the purposes of Listing ASX Rule 10.11.

5.4 Technical information required by ASX Listing Rule 14.1A

If Resolutions 6 and 7 are passed, the Company will be able to proceed with the issue of the 2019 Performance Bonus Shares to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). As approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the 2019 Performance Bonus Shares (because approval is being obtained under ASX Listing Rule 10.11), the issue of the 2019 Performance Bonus Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 6 and 7 are not passed, the Company will not be able to proceed with the issue of the 2019 Performance Bonus Shares. In that circumstance, the Company will satisfy the 2019 Performance Bonus via a cash payment to

Messrs Parkin and Pedailles and the cash reserves of the Company will be reduced accordingly.

5.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Resolutions 6 and 7:

(a) the 2019 Performance Bonus Shares will be issued to Mr Ryan Parkin and Mr Vincent Ledoux Pedailles (or their nominees), who fall within the category set out in ASX Listing Rule 10.11.1 as Messrs Parkin and Pedailles are related parties of the Company by virtue of being Directors;
(b) the maximum number of 2019 Performance Bonus Shares to be issued to the Related Parties is 1,700,000, comprising of:
(i) 700,000 Shares to Ryan Parkin (Resolution 6); and
(ii) 1,000,000 Shares to Vincent Ledoux Pedailles (Resolution 7);
(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the 2019 Performance Bonus Shares occur on the same date;
(d) the issue price of the 2019 Performance Bonus Shares will be nil as the 2019 Performance Bonus Shares are being issued in lieu of the 2019 Performance Bonus. The Company will not receive any other consideration in respect of the issue of the 2019 Performance Bonus Shares;
(e) the purpose of the issue of the 2019 Performance Bonus Shares is in satisfaction of the 2019 Performance Bonus payable to the Related Parties, by virtue of the Company having successfully achieved the predetermined milestones as detailed in Section 5.1. The 2019 Performance Bonus Shares also seek to align executive 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;
(f) the current total remuneration package of the Related Parties is as follows:
(i) $223,050, comprising of directors’ fees and salary of $190,000, a superannuation payment of $18,050, a cash payment of $15,000 in part consideration of the 2019 Performance Bonus and share-base payments of nil for Mr Parkin; and
(ii) $143,667, comprising of directors’ fees and salary of $143,667, a superannuation payment of $0 and share-base payments of nil for Mr Pedailles.
If the 2019 Performance Bonus Shares are issued under Resolution 6 and/or 7, the total remuneration package of:
(i) Mr Parkin will increase by $35,000 to $258,050; and

(ii) Mr Pedailles will increase by $50,000 to $193,667,

being the value of the 2019 Performance Bonus Shares (based on the deemed issue price of $0.05 per 2019 Performance Bonus Share as agreed by the Board);

(g) the 2019 Performance Bonus Shares are being issued to the Related Parties under their respective agreements with the Company. A summary of the material terms is set out in Schedule 3; and
(h) a voting exclusion statement is included in Resolution 6 and 7.

6. RESOLUTION 8 AND 9 – APPROVAL TO ISSUE 2020 PERFORMANCE BONUS SHARES TO RELATED PARTIES - RYAN PARKIN AND VINCENT LEDOUX PEDAILLES

6.1 General

Resolutions 8 and 9 seek Shareholder approval for the issue of 1,000,000 Shares to Ryan Parkin and 1,000,000 Shares to Vincent Ledoux Pedailles (or their nominees) ( Related Parties ) on the terms set out below.

As announced on 13 September 2019, following the delivery of a successful PFS and an increase in project ownership by the Company to 75% in the San Jose Lithium Project, the Board resolved to update the remuneration framework developed for executive Directors to continue to align a proportion of the executive Director’s remuneration with value creation and Shareholder returns.

As set out in Section 4.1 above, on 25 March 2020, the Company announced that it had entered into the MoU with EIT InnoEnergy for an equity investment and collaboration agreement relating to the San Jose Project ( InnoEnergy Transaction ). Further, on 18 June 2020, the Company announced that it had entered into binding agreements with EIT InnoEnergy in respect of the InnoEnergy Transaction.

To this end, the Board (other than Messrs Parkin and Pedailles who have a material personal interest in the matter) resolved to make a cash payment of $40,500 to each of Messrs Parkin and Pedailles ( 2020 Performance Bonus ) as a performance based reward for facilitating the Company’s entry into the MoU with EIT InnoEnergy and in accordance with their consultancy agreements with the Company (as summarised in Schedule 3).

In the interests of preserving the Company’s cash reserves, the Board (other than Messrs Parkin and Pedailles who have a material personal interest in the matter) have determined, that subject to Shareholder approval, the 2020 Discretionary Performance Bonus will be satisfied via an issue of 1,000,000 Shares to each of Messrs Parkin and Pedailles, at a deemed issue price of $0.0405 per Share ( 2020 Performance Bonus Shares ), being the price equal to the 15 day VWAP of the Company’s Shares immediately preceding the date the Board agreed to grant the 2020 Performance Bonus Shares (being, at close of business on 27 May 2020), subject to Shareholder approval to be obtained at the next general meeting of the Company. In the event Shareholder approval is not obtained, the 2020 Performance Bonus will be satisfied in cash.

6.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 2.2 above.

Messrs Parkin and Pedailles are Related Parties of the Company. The issue of Shares to Messrs Parkin and Pedailles requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit.

The Directors (other than Ryan Parkin and Vincent Ledoux Pedailles who have a material personal interest in Resolutions 8 and 9) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the 2020 Performance Bonus Shares because the agreement to issue the 2020 Performance Bonus Shares, reached as part of the executive remuneration packages of Messrs Parkin and Pedailles, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

6.3 ASX Listing Rule 10.11

A summary of ASX Listing Rule 10.11 is set out in Section 2.3 above.

The issue of 2020 Performance Bonus Shares falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under ASX Listing Rule 10.11.

Resolution 8 and 9 seeks the required Shareholder approval for the issue of the 2020 Performance Bonus Shares under and for the purposes of Listing Rule 10.11.

6.4 Technical information required by ASX Listing Rule 14.1A

If Resolutions 8 and 9 are passed, the Company will be able to proceed with the issue of the 2020 Performance Bonus Shares to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the 2020 Performance Bonus Shares (because approval is being obtained under ASX Listing Rule 10.11), the issue of the 2020 Performance Bonus Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 8 and 9 are not passed, the Company will not be able to proceed with the issue of the 2020 Performance Bonus Shares. In that circumstance, the Company will satisfy the 2020 Performance Bonus via a cash payment to Messrs Parkin and Pedailles and the cash reserves of the Company will be reduced accordingly.

6.5 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 8 and 9:

(a) the 2020 Performance Bonus Shares will be issued to Mr Ryan Parkin and Mr Vincent Ledoux Pedailles (or their nominees), who fall within the category set out in ASX Listing Rule 10.11.1 as Messrs Parkin and Pedailles are related parties of the Company by virtue of being Directors;
(b) the maximum number of Shares to be issued to Mr Ryan Parkin and Mr Vincent Ledoux Pedailles (or their nominees) is 2,000,000, comprising of the issue of:
(i) 1,000,000 Shares to Ryan Parkin (Resolution 8); and (ii) 1,000,000 Shares to Vincent Ledoux Pedailles (Resolution 9);

(c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of shares will occur on the same date;
(d) the issue price of the 2020 Performance Bonus Shares will be nil as the 2020 Performance Bonus Shares are being issued in lieu of the 2020 Performance Bonus. The Company will not receive any other consideration in respect of the issue of the 2020 Performance Bonus Shares;
(e) the 2020 Discretionary Performance Bonus Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(f) the purpose of the issue of the 2020 Performance Bonus Shares is in satisfaction of the 2020 Performance Bonus payable to the Related Parties, by virtue of the Company having successfully achieved the predetermined milestones set out in Section 6.1. The 2020 Performance Bonus Shares also seek to align executive 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;
(g) the current total remuneration package of the Related Parties is as follows:
(i) $223,050, comprising of directors’ fees and salary of $190,000, a superannuation payment of $18,050, a cash payment of $15,000 in part consideration of the 2019 Performance Bonus and share-base payments of nil for Mr Parkin; and
(ii) $143,667, comprising of directors’ fees and salary of $143,667, a superannuation payment of $0 and share-base payments of nil for Mr Pedailles.

If the 2019 Performance Bonus Shares are issued under Resolutions 6 and/or 7, the total remuneration package of:

(i) Mr Parkin will increase by $35,000 to $258,050; and
(ii) Mr Pedailles will increase by $50,000 to $193,667,

being the value of the 2019 Performance Bonus Shares (based on the deemed issue price of $0.05 per 2019 Performance Bonus Share agreed by the Board).

If the 2020 Performance Bonus Shares are issued under Resolution 8 and/or 9, the total remuneration package of:

(i) Mr Parkin will further increase by $40,500 to $298,550; and
(ii) Mr Pedailles will further increase by $40,500 to $234,167,

being the value of the 2020 Performance Bonus Shares (based on the deemed issue price of $0.0405 per 2020 Performance Bonus Share as agreed by the Board);

(h) the 2020 Performance Bonus Shares are being issued to the Related Parties under their respective agreements with the Company. A summary of the material terms of the agreements are set out in Schedule 3; and
(i) a voting exclusion statement is included in Resolution 8 and 9.

GLOSSARY

$ means Australian dollars.
£ means British pound sterling.

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.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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.

Optionholder means a holder of an Option or Related Party Option as the context requires.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

VWAP means the volume weighted average price.

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

SCHEDULE 1 – TERMS AND CONDITION S OF PLACEMENT OPTIONS

(a) Entitlement

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

(b)

Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.07 ( Exercise Price )

(c)

Expiry Date

Each Option will expire on 5:00 pm (WST) on 24 October 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

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

(e)

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.

(f)

Exercise Date

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

(g)

Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the

Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) 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 (g)(iv) 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.

(h)

Shares issued on exercise

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

(i)

Quotation of Shares issued 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.

(j)

Reconstruction of capital

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

(k)

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.

(l)

Change in exercise price

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

(m) Unquoted

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

(n) Transferability

The Options are not transferable and are subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 2 – MATERIAL TERMS AND CONDITIONS OF WARRANT DEED

The key terms and conditions of the Warrant Deed are as follows:

(a) ( Exchange Rate ): All EUR to A$ conversions will be made against the average currency rate calculated over the 12 months precedent the date of entry into the Warrant Deed.
(b) ( Term ): The Warrant Deed is in force for as long as InnoEnergy holds Options in the Company.
(c) ( Issue of Options ): In consideration for the advance of funds to DA by InnoEnergy under the Project Agreement (as summarised in Section 4.2(a) of the Explanatory Statement), the Company has agreed, subject to Shareholder approval, to issue three tranches of Options to InnoEnergy as follows:
(i) Tranche 1: the Company has agreed to issue InnoEnergy that number of Options equal to the dollar amount of funding advanced to DA by InnoEnergy under the first tranche of funding provided under the Project Agreement (being, €400,000) divided by AU$0.05, being up to 13,182,938 Options (the Tranche 1 Options );
(ii) Tranche 2: the Company has agreed to issue InnoEnergy that number of Options equal to the dollar amount of funding advanced to DA by InnoEnergy under the second tranche of funding provided under the Project Agreement (being, €200,000) ( Tranche 2 Funding ) divided by the greater of:
- (A) AU$0.05; and
- (B) the VWAP of Shares calculated over the 30 trading days immediately prior to the date InnoEnergy pays the Tranche 2 Funding,

(the Tranche 2 Options ); and

(iii) Tranche 3: the Company has agreed to issue InnoEnergy that number of Options equal to the dollar amount of funding advanced to DA by InnoEnergy under the third tranche of funding provided under the Project Agreement (being, up to a maximum of €200,000) ( Tranche 3 Funding ) divided by the greater of:
(A) AU$0.05; and
(B) the VWAP of Shares calculated over the 30 trading days immediately prior to the date InnoEnergy pays the Tranche 3 Funding,

(the Tranche 3 Options ).

(d) ( Shareholder Approval ): The Company and InnoEnergy acknowledge and agree that the issue of the Options pursuant to the Warrant Deed is subject to Shareholder approval in accordance with the ASX Listing Rules and the Corporations Act (as required). The Company has agreed to:
(i) seek Shareholder approval for the issue of the Tranche 1 Options as soon as practicable following execution of the Warrant Deed; and
(ii) seek Shareholder approval for the issue of the Tranche 2 Options and Tranche 3 Options (as appropriate) before the due date for receipt of the Tranche 2 Funding and Tranche 3 Funding (as applicable).

In the event Shareholder approval is not obtained in respect of the issue of a tranche of Options, InnoEnergy will have no obligation to provide the corresponding funding. In the event Shareholder approval is not obtained in respect of the issue of the Tranche 1 Options, InnoEnergy will have the right to terminate the Warrant Deed without any liability.

(e) ( Break Fee ) : In the event of any material breach by the Company of the terms and conditions of the Warrant Deed (or any other relevant agreement entered into between the parties), the Company shall pay a break fee to InnoEnergy equalling:
(i) the total amount actually funded by InnoEnergy under the Project Agreement; plus
(ii) InnoEnergy’s reasonably costs,

(the Break Fee ).

The payment of the Break Fee does not prejudice any other rights, actions and remedies available to InnoEnergy as a result of the Company’s material breach of the Warrant Deed.

The Warrant Deed otherwise contains otherwise contains terms considered standard for an agreement of its nature (including, without limitation, confidentiality obligations, representations and warranties).

SCHEDULE 3 – TERMS AND CONDITIONS OF INNOENERGY OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraphs (i) and (j), the amount payable upon exercise of each Option will be $0.00 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00pm (WST) on the first to occur of:

(i) the date that is three years after the date the Project has ended; and
(ii) the date that is five years after the date of issue of the Options,

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

(d) Exercise Period
(i) Subject to clause (d)(iii), the Options are exercisable at any time on and from the date the Project has ended until the Expiry Date ( Exercise Period ).
(ii) For the purposes of clause (d)(i), the Project will be deemed to have ended on the first to occur of:
- (A) after the full duration of the Project Agreement; or
- (B) after the early termination of the Project Agreement in accordance with terms of the Project Agreement.
(iii) The Optionholder may exercise the Options at any time upon the occurrence of one or more of the following events until the Expiry Date:
- (A) an administrator, liquidator or provisional liquidator is appointed to the Company or a resolution is passed, or any steps are taken to appoint, or to pass a resolution to appoint, any of those persons to the Company;
- (B) the Company suspends payment of its debts generally or is unable to pay its debts as and when they fall due or is presumed to be insolvent under an applicable law, or enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
- (C) an application or order is made for the winding-up or dissolution of the Company or a resolution is passed, or any steps are taken to pass a resolution for the winding-up or dissolution of the Company;

(D) a receiver, receiver and manager, trustee, other controller or similar officer is appointed over any of the assets or undertakings of the Company or any steps are taken to appoint, or to pass a resolution to appoint, any of those persons to the Company;
(E) a sale of, or a license for, the material assets of the Company outside the ordinary course of business;
(F) a takeover bid (within the meaning of the Corporations Act) is made to holders of Shares;
(G) announcement of a merger of the Company with a third party;
(H) announcement of a change of control of 50% (fifty percent) or more of the issued share capital of the Company or voting rights in the Company; and/or
(I) an Event of Default occurs (as defined in clause 3 of the Warrant Deed).

(e)

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 (if any) being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

Upon receiving a Notice of Exercise, the Company must inform the Optionholder of the Exercise Date (as defined below).

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

(g)

Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, or any other later date that is mutually agreed by the Company and the Optionholder, 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 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 (g)(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.

(h) Shares issued on exercise

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

(i) Participation in new issues
(i) If there is a bonus issue to holders of Shares, the number of Shares over which each Option is exercisable must be increased by the number of Shares which the Optionholder would have received if the Option had be exercised before the record date (as defined in the ASX Listing Rules) ( Record Date ) for the bonus issue.
(ii) The Optionholder may not participate in new issues of securities to holders of Shares without first exercising some or all of its Options into Shares. The Company must give the Optionholder 5 Business Days written notice of the Record Date in respect of any proposed issue of securities to holders of Shares such that the Optionholder has sufficient time to exercise any or all of its unexercised Options into Shares before the Record Date and the Company must ensure that Shares in respect of any Options exercised by the Optionholder prior to the Record Date in respect of any such issue of Shares are entered into the register of Shares prior to such Record Date in order for the Optionholder to participate in such issue (in its sole discretion) in respect of the Shares issued on such exercise of Options.

(j) Reconstruction of capital

In the event of any reorganisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be reorganised as required by the ASX Listing Rules (including Listing Rule 7.22) and otherwise will be reorganised in the same proportion as the Shares are reorganised, and in a manner which will not result in any additional benefits being conferred on the Optionholder which are not conferred on holders of Shares (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of holders of Shares approving the reorganisation of capital) but in all other respects the terms for the exercise of Options will remain unchanged. If the Company reorganises its Shares, the number of Options or the exercise price, or both, must be reorganised so that the Optionholder will not receive a benefit that holders of Shares do not receive. In particular, the Company must comply with the following rules in relation to the way the Options are treated under a reorganisation:

(i) in a consolidation of capital - the number of Options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio;
(ii) in a sub-division of capital - the number of Options must be sub-divided in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio;

(iii) in a return of capital - the number of Options must remain the same, and the exercise price of each Option must be reduced by the same amount as the amount returned in relation to each ordinary Share;
(iv) in a reduction of capital by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled - the number of Options and the exercise price of each Option must remain unaltered; and
(v) in a pro rata cancellation of capital - the number of Options must be reduced in the same ratio as the ordinary capital and the exercise price of each Option must be amended in inverse proportion to that ratio.

The Company must give notice to the Optionholder of any adjustment it may make to either the number of Shares which the Optionholder is entitled to subscribe for on exercise of the Options, or the exercise price.

(k)

Transferability

The Options are not transferable without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).

SCHEDULE 4 – MATERIAL TERMS AND CONDITIONS OF EXECUTIVE AGREEMENTS

1. Executive Agreement – Ryan Parkin

The Company and Ryan Parkin have entered a consulting agreement pursuant to which Mr Parkin is appointed as the Chief Executive Offer and Managing Director of the Company.

The material terms of the consulting agreement are as follows:

(a) ( Term ): The engagement commenced on the 6 August 2018 and will continue until terminated the agreement is validly terminated.
(b) ( Remuneration ): Mr Parkin will receive a base salary of $190,000 per annum with superannuation of $18,050 per annum.
(c) ( Performance Bonus ): Mr Parkin may receive:
(i) a bonus of $50,000 in cash or Shares (on terms to be determined by the Board) for the delivery of either an off-take or strategic investment;
(ii) a bonus of $50,000 in cash for the delivery of 75% ownership of the San Jose Project; and
(iii) a further discretionary bonus of $50,000 in cash or Shares (on terms to be determined by the Board),

subject to Shareholder approval.

(d) ( Termination ): Mr Parkin and/or the Company may terminate the consulting agreement by giving three (3) months’ notice.

2. Executive Agreement – Vincent Ledoux Pedailles

The Company and Vincent Ledoux Pedailles have entered a consulting agreement pursuant to which Mr Pedailles is appointed as an Executive Director of the Company.

The material terms of the consulting agreement are as follows:

(a) ( Term ): The engagement commenced on the 13 December 2018 and will continue until terminated the agreement is validly terminated.
(b) ( Remuneration ): Mr Pedailles will receive a base salary of £72,000 per annum.
(c) ( Performance Bonus ): Mr Pedailles may receive:
(i) a bonus $50,000 payable in Shares for the delivery of either an offtake deal, memorandum of understanding or letter of intent on or before 31 December 2019;
(ii) a bonus $50,000 payable in Shares for the delivery of a strategic investor; and

(iii) a bonus $50,000 payable in cash or Shares (on terms to be determined by the Board) at the discretion of the Board,

subject to Shareholder approval.

(d) ( Termination ): Mr Pedailles and/or the Company may terminate the consulting agreement by giving four (4) weeks’ notice.

LODGE YOUR PROXY APPOINTMENT ONLINE

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

ACN 147 413 956

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 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) are 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 General Meeting of the Company to be held at 9/448 Roberts Road, SUBIACO WA 6008 on 27 July 2020 at 10:00am (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 6, 7, 8 and 9 (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

	2020 GENERAL MEETING PROXY FORM I/We being shareholder(s) of Infinity Lithium Corporation Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the meeting OR PLEASE NOTE:If you leave the section blank, 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) are 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 General Meeting of the Company to be held at 9/448 Roberts Road, SUBIACO WA 6008 on 27 July 2020 at 10:00am (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 6, 7, 8 and 9 (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
	Resolutions For Against Abstain*
	1Ratification of Prior Issue of Placement Shares and Attaching Options ◼ ◼ ◼
	2Ratification of Prior Issue of Placement Shares ◼ ◼ ◼
	3Approval for Related Party Participation in Placement – Adrian Byass ◼ ◼ ◼
2	4Ratification of Prior Issue of Shares ◼ ◼ ◼
STEP	5Approval to Issue Options to Kic Innoenergy S.E. ◼ ◼ ◼
	6Approval to Issue 2019 Performance Bonus Shares to Related Party - Ryan Parkin ◼ ◼ ◼
	7Approval to Issue 2019 Performance Bonus Shares to Related Party – Vincent Ledoux Pedailles ◼ ◼ ◼
	8Approval to Issue 2020 Discretionary Performance Bonus Shares to Related Party - Ryan Parkin ◼ ◼ ◼
	9Approval to Issue 2020 Discretionary Performance Bonus Shares to Related Party - Vincent Ledoux Pedailles ◼ ◼ ◼

	* If you mark the Abstain box for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands 
	or on a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)


	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
	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.

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.

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.

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.

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 6, 7, 8 and 9, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 6, 7, 8 and 9.

PLEASE NOTE: If you appoint the Chair as your proxy (or if he is appointed by default) but do not direct him 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 he sees 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

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.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00 am (WST) on 25 July 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 BY EMAIL [email protected] IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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

AI assistant

INFINITY METALS LIMITED — AGM Information 2020

65127_rns_2020-06-23_836613b5-5b52-4c17-bcb3-0a563722ee0c.pdf

IMPACT OF COVID-19 RESTRICTIONS ON THE COMPANY’S GENERAL MEETING

INFINITY LITHIUM CORPORATION LIMITED

ACN 147 413 956

NOTICE OF GENERAL MEETING

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND ATTACHING OPTIONS

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

3. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN PLACEMENT – ADRIAN BYASS

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO KIC INNOENERGY S.E.

6. RESOLUTION 6 – APPROVAL TO ISSUE 2019 PERFORMANCE BONUS SHARES TO RELATED PARTY - RYAN PARKIN

Voting Prohibition Statement:

7. RESOLUTION 7 – APPROVAL TO ISSUE 2019 PERFORMANCE BONUS SHARES TO RELATED PARTY – VINCENT LEDOUX PEDAILLES

Voting Prohibition Statement

8. RESOLUTION 8 – APPROVAL TO ISSUE 2020 DISCRETIONARY PERFORMANCE BONUS SHARES TO RELATED PARTY - RYAN PARKIN

Voting Prohibition Statement:

9. RESOLUTION 9 – APPROVAL TO ISSUE 2020 DISCRETIONARY PERFORMANCE BONUS SHARES TO RELATED PARTY - VINCENT LEDOUX PEDAILLES

Voting Prohibition Statement:

Dated: 23 June 2020

By order of the Board

Jonathan Whyte Company Secretary

Voting in person

Voting by proxy

EXPLANATORY STATEMENT

1. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND FREE ATTACHING OPTIONS

1.1 General

1.2 Lead Manager to the Placement

1.3 ASX Listing Rule 7.1 and 7.1A

1.4 ASX Listing Rule 7.4

1.5

Technical information required by ASX Listing Rule 14.1A

1.6 Technical information required by ASX Listing Rule 7.5

2. RESOLUTION 3 – APPROVAL FOR RELATED PARTY PARTICIPATION IN PLACEMENT – ADRIAN BYASS

2.1 General

2.2 Chapter 2E of the Corporations Act

2.3 ASX Listing Rule 10.11

2.4 Technical information required by ASX Listing Rule 14.1A

2.5 Technical information required by ASX Listing Rule 10.13

3. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

3.1 General

3.2 ASX Listing Rule 7.1

3.3 ASX Listing Rule 7.4

3.4 Technical information required by ASX Listing Rule 14.1A

3.5 Technical information required by ASX Listing Rule 7.5

4. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO KIC INNOENERGY S.E.

4.1 Background

4.2 Collaboration Agreements with InnoEnergy

4.3 Warrant Deed

(the Tranche 3 Options ).

4.4 Use of Funds

4.5 ASX Listing Rule 7.1

4.6

Technical information required by Listing Rule 14.1A

4.7 Technical information required by Listing Rule 7.1

5. RESOLUTION 6 AND 7 – APPROVAL TO ISSUE 2019 PERFORMANCE BONUS SHARES TO RELATED PARTIES - RYAN PARKIN AND VINCENT LEDOUX PEDAILLES

5.1 General

5.2 Chapter 2E of the Corporations Act

5.3 ASX Listing Rule 10.11

5.4 Technical information required by ASX Listing Rule 14.1A

5.5 Technical information required by ASX Listing Rule 10.13

6. RESOLUTION 8 AND 9 – APPROVAL TO ISSUE 2020 PERFORMANCE BONUS SHARES TO RELATED PARTIES - RYAN PARKIN AND VINCENT LEDOUX PEDAILLES

6.1 General

6.2 Chapter 2E of the Corporations Act

6.3 ASX Listing Rule 10.11

6.4 Technical information required by ASX Listing Rule 14.1A

6.5 Technical information required by ASX Listing Rule 10.13

GLOSSARY

Corporations Act means the Corporations Act 2001 (Cth).

SCHEDULE 1 – TERMS AND CONDITION S OF PLACEMENT OPTIONS

(a) Entitlement

(b)

Exercise Price

(c)

Expiry Date

(d)

Exercise Period

INFINITY METALS LIMITED AGM Information 2020