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Lachlan Star Limited AGM Information 2023

Oct 26, 2023

46929_rns_2023-10-26_29548c0e-f1a8-45d2-b509-b22fc8a41168.pdf

AGM Information

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Lachlan Star Limited

ACN 000 759 535

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Wednesday, 29 November 2023

2:00pm (WST)

Ascent Capital Level 1, 33 Ord Street West Perth WA 6005 Australia

The Annual Report is available online at www.lachlanstar.com

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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 4036.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Lachlan Star Limited will be held at the offices of Ascent Capital, Level 1, 33 Ord Street, West Perth WA 6005, on Wednesday, 29 November 2023 at 2:00pm (WST).

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

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 27 November 2023 at 4:00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum can be found in the Definitions section at page 17.

AGENDA

Annual Report

To receive and consider the Company’s Annual Report for the year ended 30 June 2023, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

Resolution 1 – Adoption of Remuneration Report

To consider and if thought fit, to pass the following as an ordinary resolution :

“That the Remuneration Report included in the Annual Report for the financial year ended 30 June 2023 be adopted by the Shareholders on the terms and conditions set out in the Explanatory Memorandum.”

The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

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

  • (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or their Closely Related Parties regardless of the capacity in which the vote is cast; or

  • (b) as a proxy by a person who is a member of the KMP at the date of the Meeting or their Closely Related Parties.

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

  • (c) the voter does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or

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

  • (i) does not specify the way the proxy is to vote on this Resolution; and

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  • (ii) expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Resolution 2 – Re-election of Director – Daniel Smith

To consider and if thought fit, to pass the following as an ordinary resolution :

"'That, in accordance with Clause 15.2 of the Constitution and Listing Rule 14.4 and for all other purposes, Daniel Smith, retires at this Meeting and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms and conditions in the Explanatory Memorandum."

Resolution 3 – Election of Director – Anastasia (Stacey) Apostolou

To consider and if thought fit, to pass the following as an ordinary resolution :

"'That, in accordance with Clause 15.4 of the Constitution and Listing Rule 14.4 and for all other purposes, Stacey Apostolou, a Director appointed on 24 October 2023, retires at this Meeting and, being eligible and offering herself for election, is elected as a Director, on the terms and conditions in the Explanatory Memorandum."

Resolution 4 – Election of Director – Brendan Bradley

To consider and if thought fit, to pass the following as an ordinary resolution :

"'That, in accordance with Clause 15.4 of the Constitution and Listing Rule 14.4 and for all other purposes, Brendan Bradley, a Director appointed on 24 October 2023, retires at this Meeting and, being eligible and offering himself for election, is elected as a Director, on the terms and conditions in the Explanatory Memorandum."

Resolution 5 – Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum.”

Voting Prohibition Statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of any 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, if the Resolution is passed or any associates of 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:

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  • (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.

Resolution 6 – Adoption of Employee Securities Incentive Plan

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of up to a maximum of 10,378,659 Securities under that Plan, 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 is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

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

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

  • (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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 this Resolution; and

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

Voting Prohibition Statement

In accordance with section 250BD of the Corporations Act, 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 27 October 2023

BY ORDER OF THE BOARD

Daniel Smith

Non-executive Director

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EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of members of Lachlan Star Limited (“Lachlan”) in connection with the business to be conducted at the Annual General Meeting to be held on Wednesday, 29 November 2023 commencing at 11:00am at the offices of Ascent Capital, Level 1, 33 Ord Street, West Perth WA 6005.

This Explanatory Memorandum forms part of and should be read in conjunction with the accompanying Notice of Annual General Meeting.

Shareholders should note that all the Directors approved the proposal to put the resolutions to Shareholders as outlined in the Notice of Annual General Meeting and to prepare this Explanatory Memorandum.

The purpose of this Explanatory Memorandum is to provide information for Shareholders in deciding whether or not to pass the Resolutions in the Notice of Annual General Meeting.

Action to be taken by Shareholders

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

Voting in person

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

Voting by proxies

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

Please note that:

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

  • (b)

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

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

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

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Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (www.computershare.com.au).

Eligibility to vote

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 4:00pm (WST) on 27 November 2023.

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.

Voting via poll

All Resolutions under this Notice will be determined by poll.

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 5:00 pm (WST) on Monday, 27 November 2023.

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

The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

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1. Annual Report

In accordance with the requirements of the Company’s Constitution and the Corporations Act, the 2023 Annual Report will be tabled at the Annual General Meeting. There is no requirement for Shareholders to approve the Annual Report, however Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report.

The Annual Report is available online at www.lachlanstar.com

Representatives from the Company’s auditors, Hall Chadwick, will be present to take Shareholders’ questions and comments about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

  • (a) the preparation and the content of the Auditor’s Report; and

  • (b) the conduct of the audit;

  • (c) accounting policies by the Company in relation to the preparation of the financial statements; and

  • (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Annual Report for the financial year ended 30 June 2023 contains a Remuneration Report, which forms part of the Directors’ Report and sets out the remuneration policy for the Company and its controlled entities, and reports the remuneration arrangements in place for executive directors, senior management and non-executive directors.

The Corporations Act requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only, and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when considering the Company’s remuneration policy.

2.2 Voting consequences

Under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2024 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of Directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting ( Spill Meeting ) within 90 days of the Company’s 2024 annual

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general meeting. All the Directors who were in office when the Company’s 2023 Director’s report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report were less than 25%. Accordingly, the resolution for the re-election of the Board is not relevant for this Meeting.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

3. Resolution 2 – Re-election of Director – Daniel Smith

3.1 General

In accordance with the requirements of the Company’s Constitution and the Corporations Act, one-third of the Directors of the Company retire from office at this Annual General Meeting, and, being eligible, may offer themselves for re-election. Daniel Smith retires by rotation and offers himself for re-election.

Details of Mr Smith’s background and experience is set out in the Annual Report.

3.2 Board Recommendation

The Directors (excluding Mr Smith) recommend that Shareholders vote in favour of Resolution 2.

4. Resolution 3 – Election of Director – Anastasia (Stacey) Apostolou

4.1 General

Clause 15.4 of the Constitution provides that the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

Clause 15.4 of the Constitution and Listing Rule 14.4 both provide that a Director appointed under Clause 15.4 must not hold office without re-election past the next annual general meeting of the Company following the Director's appointment.

Accordingly, Stacey Apostolou, a Director appointed on 24 October 2023, retires at this Meeting and, being eligible and offering herself for election, seeks election pursuant to Resolution 3.

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4.2 Stacey Apostolou

Ms Apostolou is a Finance Executive with over 30 years’ experience in the Australian resources sector. Ms Apostolou has previously held a range of senior positions as CFO and Company Secretary of listed resources companies. Prior to her role at DevEx Resources Limited, she was Chief Financial Officer for EMR Capital’s Golden Grove and Capricorn Copper operations prior to the listing of 29 Metals in July 2021, where she then held the role of Group Manager, Commercial and Finance. Ms Apostolou has significant experience in corporate and financial matters, holds a Bachelor of Business degree and is a member of CPA Australia.

The Company confirms that it has taken appropriate checks into Ms Apostolou's background and experience and that these checks did not identify any information of concern.

Ms Apostolou has acknowledged to the Company that she will have sufficient time to fulfil her responsibilities as a Director.

Ms Apostolou is not considered to be an independent Director as she is a representative of DevEx Resources, the Company’s largest shareholder.

4.3 Board recommendation

Resolution 3 is an ordinary resolution.

The Board (other than Ms Apostolou who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution.

5. Resolution 4 – Election of Director – Brendan Bradley

5.1 General

Clause 15.4 of the Constitution provides that the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

Clause 15.4 of the Constitution and Listing Rule 14.4 both provide that a Director appointed under Clause 15.4 must not hold office without re-election past the next annual general meeting of the Company following the Director's appointment.

Accordingly, Brendan Bradley, a Director appointed on 24 October 2023, retires at this Meeting and, being eligible and offering himself for election, seeks election pursuant to Resolution 4.

5.2 Brendan Bradley

Mr Bradley is a geologist with over 20 years of mineral exploration, mining and resource development experience in a broad range of geological settings. Prior to his appointment as Managing Director of DevEx Resources Limited in 2017, Mr Bradley was working in the Asian region in a variety of business development roles for mid-tier gold miners Kingsgate Consolidated and Dominion Mining. Mr Bradley holds a Bachelor of Applied Science with Honours and is a Member of the Australian Institute of Geoscientists.

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The Company confirms that it has taken appropriate checks into Mr Bradley's background and experience and that these checks did not identify any information of concern.

Mr Bradley has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

Mr Bradley is not considered to be an independent Director as he is a representative of DevEx Resources, the Company’s largest shareholder.

5.3 Board recommendation

Resolution 4 is an ordinary resolution.

The Board (other than Mr Bradley who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution.

6. Resolution 5 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements in the 12-month period after an annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).

The Company may use the 10% Placement Facility to fund ongoing development.

The Directors of the Company believe Resolution 5 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

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(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being fully paid ordinary shares (ASX: LSA).

(c)

Formula for calculating 10% Placement Facility

In addition to issues under Listing Rule 7.1, an eligible entity which has obtained shareholder approval of this Listing Rule 7.1A may , during the period of the approval, issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

where:

A = has the same meaning as in Listing Rule 7.1;

D = 10%;

E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the Company’s Shareholders under Listing Rule 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.4

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 207,573,195 Shares and therefore has a capacity to issue:

  • (i) 31,135,979 Equity Securities under Listing Rule 7.1; and

  • (ii) subject to Shareholder approval being sought under Resolution 5, 20,757,319 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

(e)

Minimum Issue Price

Any Equity Securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s Equity Securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

  • (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

  • (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

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(f) 10% Placement Period

If approved, approval under this Listing Rule 7.1A commences on the date of the Company’s Annual General Meeting and expires on the first to occur of the following:

  • (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

  • (ii) the time and date of the Company’s next Annual General Meeting; or

  • (iii) the time and date of the approval by the Company’s Shareholders of a transaction under Listing Rules 11.1.2 or 11.2 (disposal of main undertaking).

( 10% Placement Period ).

6.3 Listing Rule 7.1A

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

  • (a) The Equity Securities will be issued not less than 75% of the volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before :

  • (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

  • (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

  • (b) If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be potentially diluted as shown in the below table (in the case of listed Options, only if the listed Options are exercised). There is a risk that:

  • (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than of the date of the approval under Listing Rule 7.1A; and

  • (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the potential dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for

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variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table shows:

  • (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

  • (ii) two examples of where the issue price or ordinary securities has decreased by 50% (rounded up) and increased by 100% as against the current market price.

Dilution example:

Number of Shares on
Issue
Dilution
0050 $0.100
Current Issue
Price
$0.200
100%
increase in
Issue Price
$.
Issue Price (per Share) 50%
decrease in
Issue Price
207,573,195
(Current)
10% voting dilution 20,757,319
Shares
20,757,319
Shares
20,757,319
Shares
Funds raised $1,037,866 $2,075,732 $4,151,464
311,359,793
(50% increase)
10% voting dilution 31,135,979
Shares
31,135,979
Shares
31,135,979
Shares
Funds raised $1,556,799 $3,113,598 $6,227,196
415,146,390
(100% increase)
10% voting dilution 41,514,639
Shares
41,514,639
Shares
41,514,639
Shares
Funds raised $2,075,732 $4,151,464 $8,302,928

The table has been prepared on the following assumptions:

  • (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

  • (ii) No listing Options (including any listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

  • (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example at 10%.

  • (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the date of the Meeting.

  • (v) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

  • (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

  • (vii) The issue price is $0.10, being the closing price of the Shares on ASX on 17 October 2023.

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  • (c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

  • (d) The Company may seek to issue the Equity Securities for the following purposes:

  • (i) to raise additional funds for the acquisition of new assets or investments (including expense associated with such acquisition);

  • (ii) continued exploration expenditure on the Company’s current assets; and

  • (iii) general working capital.

The Company will comply with the disclosure obligations under Listing Rule 7.1A.4 upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

  • (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

  • (ii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iii) the financial situation and solvency of the Company; and

  • (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

6.5 Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 24 November 2022 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 29 November 2022, the Company has not issued any Shares pursuant to the Previous Approval.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

If Resolution 5 is not passed, the Company will be limited to the 15% placement capacity under the ASX Listing Rules.

7. Resolution 6 - Adoption of Employee Securities Incentive Plan

7.1 General

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Resolution 6 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Employee Securities Incentive Plan” ( Incentive Plan ) and for the issue of up to a maximum of 10,378,659 Securities under the Incentive Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Incentive Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Incentive Plan and the future issue of Securities under the Incentive Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Listing Rule 7.2 (Exception 13(b)) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Listing Rule 7.2 (Exception 13(b)) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 6 is passed, the Company will be able to issue Securities under the Incentive Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Incentive Plan (up to the maximum number of Securities stated in Section 1.1.1(d) below) 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.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 6 is not passed, the Company will be able to proceed with the issue of Securities under the Incentive Plan to eligible participants, but any issues of Securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Securities.

7.2 Technical information required by Listing Rule 7.2 (Exception 13(b))

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 6:

  • (a) a summary of the key terms and conditions of the Incentive Plan is set out in Schedule 1;

  • (b) this is the first time that Shareholder approval is being sought for the adoption of the Incentive Plan;

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  • (c) the Company is seeking Shareholder approval to adopt the Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme); and

  • (d) the maximum number of Securities proposed to be issued under the Incentive Plan, following Shareholder approval, is 10,378,659 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

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Definitions

In this Notice and the Explanatory Memorandum:

10% Placement Facility has the meaning given in Section 6.

  • $ means Australian Dollars.

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2023.

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

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

Board means the board of Directors.

Business Day has the meaning contained in the Listing Rules.

Chair or Chairman means the person appointed to chair the Meeting conveyed by this Notice.

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; and

  • (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Lachlan Star Limited.

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

Equity Security has the meaning given in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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

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Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting or Annual General Meeting means the meeting convened by this Notice (as adjourned from time to time).

Notice or Notice of Annual General Meeting means this notice of annual general meeting.

Proxy Form means the proxy form attached to the Notice.

Related Party has the meaning given in the Listing Rules.7.2

Remuneration Report means the remuneration report set out in the Director’s Report section of the Company’s annual financial report for the year ended 30 June 2023.

Resolution means a resolution contained in the Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Variable A means “A” as set out in the calculation in section 6.4 of the Explanatory Statement.

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

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

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SCHEDULE 1 - TERMS AND CONDITIONS OF THE COMPANY’S EMPLOYEE SECURITIES INCENTIVE PLAN

A summary of the material terms of the Company’s Employee Securities Incentive Plan ( Plan ) is set out below.

Eligible Participant Eligible Participantmeans a person that is a ‘primary participant’ (as that
term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation
to the Company or an Associated Body Corporate (as defined in the
Corporations Act) and has been determined by the Board to be eligible to
participate in the Plan from time to time.
Purpose The purpose of the Plan is to:
(a)
assist in the reward, retention and motivation of Eligible
Participants;
(b)
link the reward of Eligible Participants to Shareholder value
creation; and
(c)
align the interests of Eligible Participants with shareholders of the
Group (being the Company and each of its Associated Bodies
Corporate), by providing an opportunity to Eligible Participants to
receive an equity interest in the Company in the form of Plan
Shares, Options, Performance Rights and other convertible
securities (Securities).
Maximum number
of Convertible
Securities
The Company will not make an invitation under the Plan which involves
monetary consideration if the number of Shares that may be issued, or
acquired upon exercise of Convertible Securities offered under an invitation,
when aggregated with the number of Shares issued or that may be issued as
a result of all invitations under the Plan during the 3 year period ending on
the day of the invitation, will exceed 5% of the total number of issued Shares
at the date of the invitation (unless the Constitution specifies a different
percentage and subject to any limits approved by Shareholders under Listing
Rule 7.2 Exception 13(b).
The maximum number of equity securities proposed to be issued under the
Plan, following Shareholder approval, is 10,378,659 Securities. It is not
envisaged that the maximum number of Securities will be issued
immediately.
Plan administration The Plan will be administered by the Board. The Board may exercise any
power or discretion conferred on it by the Plan rules in its sole and absolute
discretion (except to the extent that it prevents the Participant relying on the
deferred tax concessions under Subdivision 83A-C of the_Income Tax_
Assessment Act 1997(Cth)). The Board may delegate its powers and
discretion.
Eligibility, invitation
and application
The Board may from time to time determine that an Eligible Participant may
participate in the Plan and make an invitation to that Eligible Participant to
apply for any (or any combination of) the Securities provided under the Plan
on such terms and conditions as the Board decides.
On receipt of an invitation, an Eligible Participant may apply for the Securities
the subject of the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible Participant
in whole or in part.
If an Eligible Participant is permitted in the invitation, the Eligible Participant
may, by notice in writing to the Board, nominate a party in whose favour the
Eligible Participant wishes to renounce the invitation.

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Grant of Securities The Company will, to the extent that it has accepted a duly completed
application, grant the Participant the relevant number and type of Securities,
subject to the terms and conditions set out in the invitation, the Plan rules and
any ancillary documentation required.
Rights attaching to
Convertible
Securities
AConvertible Securityrepresents a right to acquire one or more Plan
Shares in accordance with the Plan (for example, an Option or a Performance
Right).
Prior to a Convertible Security being exercised, the holder:
(a)
does not have any interest (legal, equitable or otherwise) in any
Share the subject of the Convertible Security other than as expressly
set out in the Plan;
(b)
is not entitled to receive notice of, vote at or attend a meeting of the
shareholders of the Company;
(c)
is not entitled to receive any dividends declared by the Company;
and
(d)
is not entitled to participate in any new issue of Shares (see
Adjustment of Convertible Securities section below).
Restrictions on
dealing with
Convertible
Securities
Convertible Securities issued under the Plan cannot be sold, assigned,
transferred, have a security interest granted over or otherwise dealt with
unless in Special Circumstances as defined under the Plan (including in the
case of death or total or permanent disability of the holder) with the consent
of the Board in which case the Convertible Securities may be exercisable on
terms determined by the Board.
A holder must not enter into any arrangement for the purpose of hedging their
economic exposure to a Convertible Security that has been granted to them.
Vesting of
Convertible
Securities
Any vesting conditions applicable to the Convertible Securities will be
described in the invitation. If all the vesting conditions are satisfied and/or
otherwise waived by the Board, a vesting notice will be sent to the Participant
by the Company informing them that the relevant Convertible Securities have
vested. Unless and until the vesting notice is issued by the Company, the
Convertible Securities will not be considered to have vested. For the
avoidance of doubt, if the vesting conditions relevant to a Convertible
Security are not satisfied and/or otherwise waived by the Board, that security
will lapse.
Forfeiture of
Convertible
Securities
Convertible Securities will be forfeited in the following circumstances:
(a)
in the case of unvested Convertible Securities only, where the holder
ceases to be an Eligible Participant (e.g. is no longer employed or
their office or engagement is discontinued with the Company and
any Associated Bodies Corporate (as defined in the Corporations
Act) (theGroup);
(b)
where a Participant acts fraudulently or dishonestly, negligently, in
contravention of any Group policy or wilfully breaches their duties to
the Group;
(c)
where there is a failure to satisfy the vesting conditions in
accordance with the Plan;
(d)
on the date the Participant becomes insolvent; or
(e)
on the Expiry Date,
subject to the discretion of the Board.
Listing of
Convertible
Securities
Convertible Securities granted under the Plan will not be quoted on the ASX
or any other recognised exchange. The Board reserves the right in its
absolute discretion to apply for quotation of Convertible Securities granted
under the Plan on the ASX or any other recognised exchange.

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Exercise of
Convertible
Securities and
cashless exercise
To exercise a security, the Participant must deliver a signed notice of exercise
and, subject to a cashless exercise (see next paragraph below), pay the
exercise price (if any) to or as directed by the Company, at any time following
vesting of the Convertible Securities (if subject to vesting conditions) and prior
to the expiry date as set out in the invitation or vesting notice.
An invitation to apply for Convertible Securities may specify that at the time
of exercise of the Convertible Securities, the Participant may elect not to be
required to provide payment of the exercise price for the number of
Convertible Securities specified in a notice of exercise, but that on exercise
of those Convertible Securities the Company will transfer or issue to the
Participant that number of Shares equal in value to the positive difference
between the Market Value of the Shares at the time of exercise and the
exercise price that would otherwise be payable to exercise those Convertible
Securities.
Market Valuemeans, at any given date, the volume weighted average price
per Share traded on the ASX over the 5 trading days immediately preceding
that given date, unless otherwise specified in an invitation.
Convertible Securities may not be exercised unless and until that security has
vested in accordance with the Plan rules, or such earlier date as set out in
the Plan rules.
Timing of issue of
Shares and
quotation of Shares
on exercise
Within five business days after the issue of a valid notice of exercise by a
Participant, the Company will issue or cause to be transferred to that
Participant the number of Shares to which the Participant is entitled under the
Plan rules and issue a substitute certificate for any remaining unexercised
Convertible Securities held by that Participant.
Restriction periods
and restrictions on
transfer of Shares
on exercise
If the invitation provides that any Shares issued upon the valid exercise of a
Convertible Security are subject to any restrictions as to the disposal or other
dealing by a Participant for a period, the Board may implement any procedure
it deems appropriate to ensure the compliance by the Participant with this
restriction.
Additionally, Shares issued on exercise of the Convertible Securities are
subject to the following restrictions:
(a)
if the Company is required but is unable to give ASX a notice that
complies with section 708A(5)(e) of the Corporations Act, Shares
issued on exercise of the Convertible Securities may not be traded
until 12 months after their issue unless the Company, at its sole
discretion, elects to issue a prospectus pursuant to section 708A(11)
of the Act;
(b)
all Shares issued on exercise of the Convertible Securities are
subject to restrictions imposed by applicable law on dealing in
Shares by persons who possess material information likely to affect
the value of the Shares and which is not generally available; and
all Shares issued on exercise of the Convertible Securities are subject to the
terms of the Company’s Securities Trading Policy.
Rights attaching to
Shares on exercise
All Shares issued upon exercise of Convertible Securities will rank equally in
all respects with the then Shares of the Company.
Change of control If a change of control event occurs (being an event which results in any
person (either alone or together with associates) owning more than 50% of
the Company’s issued capital), unvested Convertible Securities will vest
unless the Board determines in its discretion otherwise. The Board’s
discretion in determining the treatment of any unvested Convertible
Securities on a change of control event is limited to vesting or varying any
vesting conditions in respect to the Convertible Securities and does not
include a discretion to lapse or forfeit unvested Convertible Securities for less
than fair value.

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Participation in
entitlements and
bonus issues
Subject always to the rights under the following two paragraphs, Participants
will not be entitled to participate in new issues of capital offered to holders of
Shares such as bonus issues and entitlement issues.
Adjustment for
bonus issue
If Shares are issued by the Company by way of bonus issue (other than an
issue in lieu of dividends or by way of dividend reinvestment), the Participant
is entitled, upon exercise of the Convertible Securities, to receive an issue of
as many additional Shares as would have been issued to the holder if the
holder held Shares equal in number to the Shares in respect of which the
Convertible Securities are exercised.
Reorganisation If there is a reorganisation of the issued share capital of the Company
(including any subdivision, consolidation, reduction, return or cancellation of
such issued capital of the Company), the rights of each Participant holding
Convertible Securities will be changed to the extent necessary to comply with
the ASX Listing Rules applicable to a reorganisation of capital at the time of
the reorganisation.
Buy-Back Subject to applicable law, the Company may at any time buy-back Securities
in accordance with the terms of the Plan.
Employee Share
Trust
The Board may in its sole and absolute discretion use an employee share
trust or other mechanism for the purposes of holding Convertible Securities
for holders under the Plan and delivering Shares on behalf of holders upon
exercise of Convertible Securities.
Amendment of Plan Subject to the following paragraph, the Board may at any time amend any
provisions of the Plan rules, including (without limitation) the terms and
conditions upon which any Securities have been granted under the Plan and
determine that any amendments to the Plan rules be given retrospective
effect, immediate effect or future effect.
No amendment to any provision of the Plan rules may be made if the
amendment materially reduces the rights of any Participant as they existed
before the date of the amendment, other than an amendment introduced
primarily for the purpose of complying with legislation or to correct manifest
error or mistake, amongst other things, or is agreed to in writing by all
Participants.
Plan duration The Plan continues in operation until the Board decides to end it. The Board
may from time to time suspend the operation of the Plan for a fixed period or
indefinitely and may end any suspension. If the Plan is terminated or
suspended for any reason, that termination or suspension must not prejudice
the accrued rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writing that
some or all of the Securities granted to that Participant are to be cancelled on
a specified date or on the occurrence of a particular event, then those
Securities may be cancelled in the manner agreed between the Company
and the Participant.
Income Tax
Assessment Act
The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment
Act 1997 (Cth) applies (subject to the conditions in that Act) except to the
extent an invitation provides otherwise.

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Need assistance?

Limited ABN 88 000 759 535

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 2:00pm (AWST) on Monday, 27 November 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 183388

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this 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 also 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. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Lachlan Star Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Lachlan Star Limited to be held at Ascent Capital, Level 1, 33 Ord Street, West Perth, WA 6005 on Wednesday, 29 November 2023 at 2:00pm (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 6 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 6 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Director – Daniel Smith
Resolution 3 Election of Director – Anastasia (Stacey) Apostolou
Resolution 4 Election of Director – Brendan Bradley
Resolution 5 Approval of 10% Placement Facility
Resolution 6 Adoption of Employee Securities Incentive Plan

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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