MAGMATIC RESOURCES LIMITED — AGM Information 2020

Nov 17, 2020

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Magmatic Resources Limited ACN 615 598 322 Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: Friday, 18 December 2020

Time of Meeting: 10.30am AWST Place of Meeting: Suite 7, 55 Hampden Road, Nedlands WA 6009

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

With regards to the COVID-19 pandemic, the Company will adhere to all social distancing measures prescribed by government authorities at the Annual General Meeting, and Shareholders attending the Annual General Meeting will need to ensure they comply with the protocols. We are concerned for the safety and health of Shareholders, staff and advisers, so we will put in place certain measures including social distancing requirements.

If Shareholders wish to attend the Meeting in person they will need to contact the Company Secretary Ms Andrea Betti (email: abetti@magmaticresources.com) in order for the Company to ensure it is able to maintain compliance with COVID related restrictions applicable as at the Annual General Meeting date.

As a precaution in relation to COVID-19 and in compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 10.30am AWST on 16 December 2020.

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Notice of Annual General Meeting

Notice is given that an Annual General Meeting of shareholders of Magmatic Resources Limited ACN 615 598 322 (Company) will be held at Suite 7, 55 Hampden Road, Nedlands WA 6009 on 18 December 2020 at 10.30am AWST.

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities and Investments Commission ( ASIC ) in accordance with section 256C of the Corporations Act. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this document.

Agenda

Ordinary business

Financial Statements and Reports

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

1. Resolution 1: Adoption of Remuneration Report

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

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

Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting exclusion statement:

A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are
included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote
is not cast on behalf of a person described above and either:

(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote
	on this Resolution; or
(b)	the voter is the Chair and the appointment of the Chair as proxy:
	(1) does not specify the way the proxy is to vote on this Resolution; and
	(2) expressly authorises the Chair to exercise the proxy even though this
	Resolution is connected directly or indirectly with the remuneration of a
	member of the Key Management Personnel.

Voting Intentions of Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.

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2. Resolution 2: Re-election of director – David Richardson

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

“ That, for the purpose of clause 12.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr David Richardson, who was appointed as Chairman on 3 February 2020, retires, and being eligible, is elected as a Director .”

3. Resolution 3: Ratification of Prior Issue of Placement Shares – Listing Rule 7.4

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

" That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the allotment and prior issue by the Company of 16,666,667 fully paid ordinary Shares in the Company at an issue price of $0.30 on 20 February 2020 to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum ."

Voting exclusion statement pursuant to Listing Rule 7.5

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who participated in the issue of these Shares or any of their associates.

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

• (a) a person as a proxy or attorney for a person who is entitled to vote on this 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 this Resolution, in accordance with a direction given to the Chair to vote on this 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: (1) 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

• (2) the holder votes on this 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 Lead Manager Options – Listing Rule 7.4

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

" That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the allotment and prior issue by the Company of 2,000,000 unlisted Options with the expiry period of 3 years exercisable at a 40% premium to 5 day VWAP on 12 February 2020, being 55.4 cents and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting, to Hartleys Limited (ACN 104 195 057) (AFSL 230052) ( Hartleys ) ."

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Voting exclusion statement pursuant to Listing Rule 7.5

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Hartleys or any of its associates.

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

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

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

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (1) 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

• (2) 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: Reduction of Capital and In-Specie Distribution

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“ That, for the purposes of sections 256B and 256C of the Corporations Act and for all other purposes, on the In-specie Distribution Record Date set on or after the date this resolution is passed by the Directors to determine the entitlements of Shareholders to participate in the reduction of capital,

• (1) the capital of the Company be reduced, on the terms set out in the Explanatory Memorandum, without cancelling any Shares, by an amount equal to the market value (as assessed by the Directors of the Company) of all the fully paid ordinary shares in the capital of Australian Gold and Copper Ltd ACN 633 936 526 ( AGC ) less a Demerger Dividend (if any) with effect as at the In-specie Distribution Record Date set by the Directors to determine entitlements to the distribution and transfer referred in paragraph (b) of this Resolution; and

• (2) the reduction, and Demerger Dividend (if any), be satisfied by the distribution and transfer of ~80.146 % of the fully paid ordinary shares the Company owns in AGC ( AGC Shares ) to Shareholders registered as such on the In-specie Distribution Record Date on the ratio of currently expected to be five (5) AGC Shares for every thirty six (36) Company Shares held at the In-specie Distribution Record Date ( Distribution Shares ), to be effected in accordance with the Constitution, the Corporations Act, the ASX Listing Rules and as otherwise determined by the Directors, with the consequence that each Eligible Shareholder on the In-specie Distribution Record Date shall be deemed to have consented to becoming a AGC Shareholder and being bound by its constitution, on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting .”

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6. Resolution 6: Disposal of Major Asset

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“ Subject to the passing of Resolution 5, that, for the purposes of Listing Rule 11.4 and for all other purposes, approval is given for the disposal of the exploration licences, EL 7675 and EL 8669 comprising the Moorefield Project and all of the Distribution Shares in the capital of AGC, a subsidiary of the Company, on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement pursuant to Listing Rule 11.4.1(b)

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the acquirer of the asset and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the entity) and any associate of them.

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 the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the chair 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 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:

• (1) 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

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

Special Resolutions

7. Resolution 7: Approval of 10% Placement capacity

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

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

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) or an associate of that person (or those persons).

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

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• (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:

• (1) 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

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

8. Resolution 8: Adoption of New Constitution

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

“That, with the effect from the close of the Meeting in accordance with Section 136(2) of the Corporations Act and for all other purposes, the current Constitution of the Company be repealed and replaced with the Constitution set out in Schedule 4 to this Notice of Meeting.”

9. General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Notes:

• (a) Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum.

• (b) A detailed summary of the Resolution(s) is contained within the Explanatory Memorandum.

The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

By order of the board

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Mr David Richardson Chairman 18 November 2020

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Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth ). The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, scanned and emailed or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

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	ONLINE Lodge your vote online at www.investorvote.com.au using your secure access information as provided in your proxy ALL ENQUIRIES TO 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm AEDT on 16 December 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, either holder may sign.
Power of Attorney:	To sign under Power of Attorney, 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 sign alone.

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Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders Magmatic Resources Limited ACN 615 598 322 ( MAG or Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Suite 7, 55 Hampden Road, Nedlands WA 6009 on 18 December 2020 commencing at 10.30am AWST.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.

Terms used in this Explanatory Memorandum are defined in Section 16.

2. Financial Statements and Reports

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

There is no requirement for shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by shareholders of the financial statements and the associated directors’ and auditors’ reports.

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

The Company’s Annual Report is placed before the Shareholders for discussion.

No voting is required for this item.

3. Resolution 1: Adoption of Remuneration Report

3.1 General

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

The remuneration report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

3.2 Voting consequences

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

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

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

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

3.3 Previous voting results

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

4. Resolution 2: Re-election of Director – David Richardson

4.1 General

ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

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

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

Mr Richardson, previously was the Company’s Managing Director since incorporation up until 3 February 2020, when he was appointed as a Director and Executive Chairman of the Company. Accordingly, Mr Richardson retires at the Annual General Meeting and seeks re-election.

4.2 Qualifications and other material directorships

Mr David Richardson has extensive international corporate experience including 15 years in Japan in Asia Pacific regional director positions with organisations such as Pacific Dunlop Ltd and Amcor Ltd, and his expertise includes venture capital and finance. Mr Richardson founded Magmatic Resources in 2014, listing the company on the ASX in 2017 and is Executive Chairman of the company. Mr Richardson holds a Master of Business Administration from the University of Southern California (USC), Los Angeles.

Mr Richardson is not considered to be independent due to his executive role as Executive Chairman of the Company and his substantial shareholder interest in the securities of the Company. Mr Richardson has no other current directorships outside the Company and its wholly owned subsidiaries.

4.3 Board recommendation

The Board supports the election of Mr Richardson as a Director of the Company and recommends (with Mr Richardson abstaining) that Shareholders vote in favour of Resolution 2.

5. Background to the Placement in February 2020 and Lead Manager Options

On 18 February 2020, the Company announced that it had completed a placement of 16,666,667 fully paid ordinary shares in the Company at an issue price of $0.30 per Share ( Placement Shares ) to

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unrelated sophisticated and professional investors to raise approximately $5,000,001 (before costs) (together the Placement ).

On 20 February 2020 the Company has issued 16,666,667 Placement Shares in total, out of which 1,317,767 Placement Shares were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1 and the balance of 15,348,900 Placement Shares within Company’s 10% placement capacity under Listing Rule 7.1A. The Placement Shares were issued to professional and sophisticated investors, as set out in Section 6.3(6.3(a) of this Explanatory Memorandum.

The Company has engaged the services of Hartleys to lead manage the issue of the Placement Shares in consideration of:

• (a) a fee of $250,000 plus GST (being, 5% of the amount raised under the Placement); and

• (b) issuing 2,000,000 unlisted Options with the expiry period of 3 years exercisable at a 40% premium to 5 day VWAP on 12 February 2020, being 55.4 cents, on standard terms and conditions set out in Schedule 1 to this Explanatory Memorandum ( Lead Manager Options ).

• (c) In addition, the Company engaged Hartleys Limited to act as a corporate advisor in relation to the Placement for the advisory fee in the amount of $50,000.

The funds raised from the issue of the Placement Shares have been and will be used for the purposes set out in Section 6.3 of this Explanatory Memorandum.

6. Resolution 3: Ratification of Prior Issue of Placement Shares – Listing Rule 7.4

Resolution 3 is an Ordinary Resolution and seeks Shareholder approval and ratification of prior issue of the Placement Shares under the Placement, in accordance with Listing Rule 7.4.

6.1 Listing Rules 7.1, 7.1A and 7.4

This Resolution proposes that Shareholders of the Company approve and ratify prior issue and allotment of the 16,666,667 Placement Shares at an issue price of $0.30 per Share in accordance with Listing Rule 7.4.

A total of 1,317,767 Placement Shares were issued within Company’s capacity under Listing Rule 7.1, whereas the balance of 15,348,900 Placement Shares was issued within Company’s capacity under Listing Rule 7.1A pursuant to the approval obtained at the Company’s last annual general meeting held on 29 November 2019.

Broadly speaking, Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

In addition, and subject to a number of exceptions, pursuant to Listing Rule 7.1A shareholders can give prior approval (by special resolution at an annual general meeting) to the issue of securities equivalent to an additional 10% of its capital over a 12-month period.

The Placement does not fit within any of exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1 and the additional 10% limit in Listing Rule 7.1A, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue date.

Listing Rule 7.4 sets out an exception to Listing Rules 7.1. and 7.1A. It provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1, provided

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that the previous issue did not breach Listing Rule 7.1, the issue of those securities will be deemed to have been with shareholder approval for the purpose of Listing Rule 7.1, and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that rule. It also provides that an issue made in accordance with Listing Rule 7.1A can be approved subsequently under Listing Rule 7.4 and, if it is, the issue will then be excluded from calculation of Company’s capacity to issue further equity securities under Listing Rule 7.1A.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

This resolution seeks Shareholder approval for the ratification of the issue of the Placement Shares pursuant to Listing Rule 7.4. The effect of Shareholders passing this resolution will be that the Placement will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1 and additional 10% of its issued capital under Listing Rule 7.1A, effectively increasing the number of equity securities it can issue over the next 12 months, without obtaining prior Shareholder approval.

6.2 Technical information required by Listing Rule 14.1A

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

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

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 7 being passed at this Annual General Meeting.

6.3 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5, the following information is provided in relation to the issue of the Placement Shares:

• (a) the 16,666,667 Placement Shares were issued to professional and sophisticated investors who are clients of Hartleys, none of whom are related parties or associates of related parties of the Company. The recipients were identified through a bookbuild process, which involved Hartleys in consultation with the Directors seeking expressions of interest to participate in the capital raising from non-related parties of the Company. For further information on fees having been paid to Hartleys, please see section 5 above and section 7.3 below.

• (b) The 16,666,667 Placement Shares were issued at an issue price of $0.30 each.

• (c) The 16,666,667 Placement Shares were issued on 20 February 2020.

• (d) The 16,666,667 Placement Shares comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.

• (e) The issue price was $0.30 per Placement Share. The Company has not and will not receive any further consideration for the issue of the Placement Shares.

• (f) The Placement Shares were issued under a capital raising engagement letter agreement with Hartleys (see section 5 above and section 7.3 (7.3(g) below for details on the fee paid to Hartleys).

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• (g) The funds raised from the issue of the 16,666,667 Placement Shares will predominantly be applied to advance exploration activities at the Company’s East Lachlan projects in New South Wales, including the Wellington North Project, and general working capital.

A voting exclusion statement for Resolution 3 is included in the Notice of Meeting.

6.4 Board Recommendation

The Directors recommend that Shareholders approve Resolution 3.

7. Resolution 4: Ratification of Prior Issue of Lead Manager Options – Listing Rule 7.4

Resolution 4 is an Ordinary Resolution and seeks Shareholder approval and ratification of prior issue of the Lead Manager Options issued to Hartleys using the Company’s capacity under Listing Rule 7.1, in accordance with Listing Rule 7.4.

7.1 Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is set out in section 6.1 above.

The issue of the Lead Manager Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s shareholders under Listing Rule 7.1.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

If Resolution 4 is not passed, the Lead Manager Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

7.3 Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5, the following information is provided in relation to the issue of the Lead Manager Options:

• (a) the Lead Manager Options were issued and allotted to Hartleys;

• (b) the Company has issued a total of 2,000,000 of unlisted Lead Manager Options with the expiry period of 3 years;

• (c) a summary of the Lead Manager Options is set out in Schedule 1 to this Explanatory Memorandum;

• (d) the Lead Manager Options were issued by the Company on 20 February 2020;

• (e) each Lead Manager Option is exercisable at a 40% premium to 5 day VWAP on 12 February 2020, being 55.4 cents. The Lead Manager Options will be issued for nil issue price;

• (f) the Lead Manager Options will be issued in consideration for Hartley acting as a lead manager to the Placement. No funds will be raised through the issue of Lead Manager Options;

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• (g) Hartley was engaged under a letter agreement to act as the lead manager of the Placement. Under the letter agreement the Company has agreed to allot and issue to Hartleys 2,000,000 unlisted Options in the Company with the expiry period of 3 years exercisable at a 40% premium to 5 day VWAP on 12 February 2020, being 55.4 cents, and otherwise on terms and conditions set out in Schedule 1. The Company is also to pay Hartleys a fee of 5% of the amount raised under the Placement (being, $250,000 plus GST). The terms of the letter agreement with Hartleys is otherwise on market standard terms.

A voting exclusion statement for Resolution 4 is included in the Notice of Meeting.

7.4 Board Recommendation

The Directors recommend that Shareholders approve Resolution 4.

8. Regulatory Matters in respect of Resolution 5

Under applicable ASIC guidelines, the invitation to Shareholders to vote on Resolution 5 of the Notice of Meeting constitutes an “offer” to transfer AGC Shares to Shareholders pursuant to the in-specie distribution under Chapter 6D of the Corporations Act and a prospectus is required unless an exemption applies or ASIC provides relief. As no exemptions apply and no relief was sought, the Company has prepared a prospectus that contains information in relation to AGC ( Short Form Prospectus ).

The Short Form Prospectus has been lodged with ASIC at the same time as this Notice of Meeting. The Company recommends that all Shareholders read the Short Form Prospectus carefully in conjunction with this Notice of Meeting.

8.1 No material information

There is no information known to the Company that is material to the decision by a Shareholder on how to vote on Resolution 5 other than as disclosed in this Notice of Meeting and Explanatory Memorandum, the accompanying Short Form Prospectus and information that the Company has previously disclosed to Shareholders.

8.2 Purpose of this Notice of Meeting

Amongst other matters, the main purpose of this Notice of Meeting is to:

• (a) receive and consider the Annual Financial Report, Directors’ Report and Auditors’ Report for the Company and its controlled entities for the financial year ended 30 June 2020 and to consider and pass resolutions required to be put to Shareholders at the Company’s Annual General Meeting including the retirement and re-election of Directors;

• (b) explain the terms of the Proposed Transaction, and the manner in which the Proposed Transaction (or parts of the Proposed Transaction) will be implemented (if approved); and

• (c) to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve Resolutions 5 and 6 required to give effect to the Proposed Transaction.

8.3 ASIC and ASX

A copy of the Notice of Meeting and Explanatory Memorandum has been lodged with ASIC in accordance with section 256C(5) of the Corporations Act. Neither ASIC nor its officers take any responsibility for the contents of the Notice of Meeting and Explanatory Memorandum.

A copy of the Notice of Meeting and Explanatory Memorandum, together with some further information, has been lodged with the ASX. Neither the ASX nor any of its officers take any responsibility for the contents of the Notice of Meeting and Explanatory Memorandum. The fact that

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the ASX may admit AGC to the Official List is not to be taken in any way as an indication of the merits of an investment in AGC.

8.4 Disclosure to ASX

The Company is a company whose ordinary securities are quoted on ASX and as such is subject to regular reporting and disclosure obligations. Copies of all documents lodged in relation to the Company may be obtained from https://www2.asx.com.au/markets/trade-our-cashmarket/announcements.

8.5 Forward Looking Statements

Some of the statements appearing in this document may be in the nature of forward looking statements. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’, ‘consider’, ‘foresee’, ‘aim’, ‘will’ and similar expressions are intended to identify forward looking statements. Indications of guidance on future production, resources, reserves, sales, capital expenditure, earnings and financial position and performance are also forward looking statements.

You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties, many of which are outside the Company’s control. Those risks and uncertainties include factors and risks specific to the Company and AGC such as (without limitation):

• (a) the status of exploration and mining applications and licences and the risks associated with the non-grant or expiry of those applications and licences;

• (b) liquidity risk;

• (c) risks associated with the exploration or developmental stage of projects; native title claims;

• (d) funding risks;

• (e) operational risks;

• (f) climate change regulation;

• (g) changes to Government fiscal;

• (h) monetary and regulatory policies;

• (i) the impact of actions of Governments;

• (j) the potential difficulties in enforcing agreements;

• (k) protecting assets;

• (l) alterations to resource estimates and the imprecise nature of resource and reserve statements;

• (m) any circumstances adversely affecting areas in which the Company or AGC operates;

• (n) fluctuations in the production, volume and price of commodities;

• (o) any imposition of significant obligations under environmental regulations;

• (p) fluctuations in exchange rates;

• (q) the fluctuating industry and commodity cycles;

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• (r) the impact of inflation on operating and development costs;

• (s) taxation;

• (t) regulatory issues and changes in law and accounting policies;

• (u) the adverse impact of wars, terrorism, political, economic or natural disasters;

• (v) the impact of changes to interest rates;

• (w) loss of key personnel;

• (x) delays in obtaining or inability to obtain any necessary Government and regulatory approvals; and

• (y) insurance and occupational health and safety.

For more information on the risk factors facing AGC, please refer to sections 11.8 and 11.9.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected. None of the Company, AGC, any of their respective officers or any person named in this document or involved in the preparation of this document make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on those statements.

Subject to any continuing obligations under any applicable law or the Listing Rules, the Company and AGC expressly disclaim any obligation to give any updates or revisions to any forward looking statements to reflect any change in events, conditions or circumstances on which any such statement is based.

The forward looking statements in this document reflect views held only as at the date of this document.

8.6 Foreign Shareholders

Hong Kong

WARNING: The contents of this Notice of Meeting have not been reviewed or approved by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Demerger. If you are in any doubt about any of the contents of this Notice of Meeting, you should obtain independent professional advice.

This Notice of Meeting does not constitute an offer or invitation to the public in Hong Kong to acquire or subscribe for or dispose of any securities. This Notice of Meeting also does not constitute a prospectus (as defined in section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong)) or notice, circular, brochure or advertisement offering any securities to the public for subscription or purchase or calculated to invite such offers by the public to subscribe for or purchase any securities, nor is it an advertisement, invitation or document containing an advertisement or invitation falling within the meaning of section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or cause to be issued this Notice of Meeting in Hong Kong, other than to persons who are “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions)

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Ordinance or which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

No person may issue or have in its possession for the purposes of issue, this Notice of Meeting or any advertisement, invitation or document relating to these securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than any such advertisement, invitation or document relating to securities that are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder.

Copies of this Notice of Meeting may be issued to a limited number of persons in Hong Kong in a manner which does not constitute any issue, circulation or distribution of this Notice of Meeting, or any offer or an invitation in respect of these securities, to the public in Hong Kong. The document is for the exclusive use of Magmatic shareholders in connection with the Demerger. No steps have been taken to register or seek authorisation for the issue of this Notice of Meeting in Hong Kong.

This Notice of Meeting is confidential to the person to whom it is addressed and no person to whom a copy of this Notice of Meeting is issued may issue, circulate, distribute, publish, reproduce or disclose (in whole or in part) this Notice of Meeting to any other person in Hong Kong or use for any purpose in Hong Kong other than in connection with consideration of the Demerger by Magmatic shareholders.

Japan

The Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to small number investors. This Notice of Meeting is for the exclusive use of existing shareholders of Magmatic in connection with the Demerger. This document is confidential to the person to whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) to any other person in Japan or resident of Japan other than in connection with consideration by Magmatic’s shareholders of the Demerger.

New Zealand

This Notice of Meeting is not a New Zealand disclosure document and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 or any other New Zealand law. The offer of Shares under the Demerger is being made to existing shareholders of Magmatic in reliance upon the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 and, accordingly, this Notice of Meeting may not contain all the information that a disclosure document is required to contain under New Zealand law.

8.7 Estimates

All references to, and derivations of, estimates are references to estimates and derivations by the Company’s management, unless otherwise indicated. Management estimates and derivations are based on views at the date of this Explanatory Memorandum, and actual facts or outcomes may be materially different from those estimates.

Any discrepancies between totals in tables and sums of components contained in the Explanatory Memorandum and between those figures and other figures referred to in other parts of this Explanatory Memorandum are due to rounding.

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8.8 Responsibility Statement

The Explanatory Memorandum has been prepared by Company and the Board as at the date of the Explanatory Memorandum and the Company and the Board are responsible for the Explanatory Memorandum.

8.9 No Financial Product Advice

This document does not constitute financial product, taxation or investment advice or a recommendation in respect of the AGC Shares. It has been prepared without taking into account the objectives, financial situation or needs of Shareholders or other persons. Before deciding how to vote or act, Shareholders should consider the appropriateness of the information, having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their circumstances.

Neither the Company nor AGC are licensed to provide financial product advice. No cooling-off regime applies in respect of the acquisition of AGC Shares under the In- specie Distribution (whether the regime is provided for by law or otherwise).

8.10 Investment decisions

The Notice of Meeting and Explanatory Memorandum is important and requires your immediate attention. It should be read in its entirety before making a decision on whether or not to vote in favour of Resolution 5. The Notice of Meeting and Explanatory Memorandum are intended for all Eligible Shareholders collectively and does not take into account the investment objectives, financial situation and particular needs of each individual Eligible Shareholder or any other particular person. This Notice of Meeting and Explanatory Memorandum should not be relied upon as the sole basis for any investment decision in relation to Demerger. Before making any investment decision in relation to these matters you should consider, preferably with the assistance of a professional adviser, whether that decision is appropriate in the light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do you should seek independent financial and taxation advice before making any investment decision in relation to the Demerger.

8.11 Privacy

The Company may collect personal information in the process of implementing the Separation by Demerger. This information may include the names, contact details and security holdings of Eligible Shareholders and the names of persons appointed by Eligible Shareholders to act as proxy, corporate representative or attorney at the General meeting. The primary purpose of collecting this information is to assist the Company in conducting the Annual General Meeting and to enable the Separation by Demerger to be implemented by the Company in the manner described in this Explanatory Memorandum.

Personal information may be disclosed to AGC, the Registry, print and mail service providers, authorised securities brokers, securities authorities and to Related Bodies Corporate of the Company or AGC. Eligible Shareholders have the right to access personal information that has been collected. An Eligible Shareholder who wishes to access personal information should contact the Company’s Share Registry , Computershare Investor Services Pty Ltd , Level 11, 172 St George’s Terrace, Perth WA 6000 on 1300 850 505 or +61 3 9415 4000.

Eligible Shareholders who appoint a named person to act as their proxy, corporate representative or attorney at a General Meeting should inform that person of the matters outlined above.

8.12 No Internet Site Is Part of This Document

No internet site is part of this Notice of Meeting and Explanatory Memorandum. The Company maintains an internet site (https://magmaticresources.com/). Any reference in this document to this internet site is a textual reference only and does not form part of this document.

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8.13 Competent Persons Statement

The Company has prepared the meeting materials based on information available to it at the time of preparation. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions and conclusions contained in the meeting materials. To the maximum extent permitted by law, the Company, its related bodies corporate (as that term is defined in the Corporations Act and the officers, directors, employees, advisers and agents of those entities do not accept any responsibility or liability including, without limitation, any liability arising from fault or negligence on the part of any person, for any loss arising from the use of the meeting materials or its contents or otherwise arising in connection with it.

In respect of the Moorefield Project, exploration results detailed in this document have previously been reported to the ASX or in the independent geologist report contained in the Prospectus lodged on 18 May 2017. References to metal endowments are current to January 2017.

The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves for the Moorefield Project is based on information compiled by Mr Peter Duerden who is a Registered Professional Geoscientist (RPGeo) and member of the Australian Institute of Geoscientists. Mr Duerden is a full-time employee of, and has associated shareholdings in, Magmatic Resources Limited, and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Duerden consents to the inclusion in the Explanatory Memorandum of the matters based on his information in the form and context in which it appears.

Additionally, Mr Duerden confirms that the entity is not aware of any new information or data that materially affects the information contained in the ASX releases referred to in this report.

The information in this document that relates to the NSR Tenements’ Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Glen Diemar who is a member of the Australian Institute of Geoscientists. Mr Diemar is a full-time employee of, and has associated shareholdings in, New South Resources Propriety Limited, and is a Director of AGC as at date of lodgement of this document and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Diemar consents to the inclusion in this document of the matters based on his information in the form and context in which it appears.

The references to any historical exploration results are disclosed in the references and in the Geological Survey of NSW, DIGS file database, and are not pursuant to the JORC 2012 Edition. Mr Diemar confirms that any historical exploration results set out in this document are an accurate representation of the available data and studies for the NSR Tenements.

9. Resolution 5: Reduction of Capital and In-Specie Distribution

9.1 Corporations Act Requirements

The proposed reduction of capital by way of an in-specie distribution is an equal capital reduction.

Under section 256B of the Corporations Act, a company may only reduce its capital if it:

• (a) is fair and reasonable to shareholders as a whole;

• (b) does not materially prejudice the company’s ability to pay its creditors; and

• (c) is approved by shareholders in accordance with section 256C of the Corporations Act.

The Directors believe that the proposed reduction of capital is fair and reasonable to Shareholders as a whole and does not materially prejudice the Company’s ability to pay its creditors.

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Under the proposed reduction of capital, each Shareholder is treated equally and in the same manner since the terms of the reduction of capital are the same for each Shareholder. The distribution of AGC Shares to Eligible Shareholders ( In-specie Distribution ) is on a pro rata basis, and the proportionate ownership interest of each Shareholder remains the same before and after the Proposed Transaction. Further, the Directors consider that the reduction of capital will not result in the Company being insolvent at the time or after the In-specie Distribution.

In accordance with the Corporations Act:

• (a) the proposed reduction of capital is an equal reduction and requires approval by an ordinary resolution passed at a general meeting of Shareholders;

• (b) this Explanatory Memorandum sets out all information known to the Company that is material to the decision on how to vote on Resolution 5; and

• (c) the Company has lodged with ASIC a copy of this Notice of Meeting and accompanying Short Form Prospectus.

The Short Form Prospectus accompanies this Notice of Meeting and has been lodged with ASIC at the same time as this Notice of Meeting. The Company recommends that all Shareholders read the Short Form Prospectus carefully in conjunction with this Notice of Meeting. Subject to the satisfaction of the Transaction Conditions, the Short Form Prospectus also allows Shareholders to sell their AGC Shares within the first 12 months after receiving them without further disclosure.

9.2 ASX Listing Rule Requirements

ASX Listing Rule 7.17 provides in part that a listed entity, in offering shareholders an entitlement to securities, must offer those securities pro rata or in such other way as, in the ASX’s opinion, is fair in all the circumstances. In addition, the record date to decide entitlements must be at least 4 business days after the prospectus for the offer is given to ASX. There also must be no restriction on the number of securities which a shareholder holds before this entitlement accrues. The Proposed Transaction satisfies the requirements of ASX Listing Rule 7.17, as the issue of AGC Shares is being made to Shareholders on a pro rata basis, the Record Date is set to be 29 December 2020 and there is no restriction on the number of Shares a Shareholder must hold before the entitlement to the AGC Shares accrues.

Further details regarding the Proposed Transaction and AGC are set out in sections 10 and 11 respectively to this Notice of Meeting.

10. The Proposed Transaction

10.1 Introduction and overview of proposal

The Company is a gold and copper exploration company listed on ASX.

The Company’s wholly owned subsidiary, Modeling Resources Pty Ltd ( MR ), holds two exploration licences, EL 7675 and EL 8669 ( MR Tenements ), comprising the Moorefield Gold Project. The Directors believe that the market is attributing minimal value to the Moorefield Gold Project and the Company’s Polymetallic Project. The Board believes this may be due to the Company’s recent exploration focus on its porphyry gold-copper projects in the East Lachlan. As a junior explorer it is difficult to advance multiple projects at the same time. The Moorefield Gold Project is an advanced orogenic gold/polymetallic project similar in age and geological setting to the Fosterville Gold Mine in Victoria. Together with other nearby junior exploration companies, they have received significant market appreciation in today’s gold market environment.

As announced by the Company on 18 September 2020, the Company noted that it would examine the Demerger of the Company’s gold assets. Under the proposal, the Company’s Moorefield Gold Project will be transferred to its wholly owned subsidiary Australian Gold and Copper Ltd ACN 633 936 526 ( AGC ). The Company has also identified two projects, the Gundagai EL 8955 ( Gundagai ) and Cargelligo EL 8968 ( Cargelligo ) projects (together the NSR Tenements ) held by New South

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Resources Pty Ltd ACN 119 557 416 ( NSR ), which the Company considers has certain synergies with the Moorefield Gold Project both in terms of location and size of the projects. Accordingly, the Company also proposes that AGC will acquire the NSR Tenements from NSR.

The board considers that separating the Moorefield Gold Project into another listed company and adding two more gold projects by way of acquisition of the NSR Tenements, will enable the market to fully value the prospectivity and extract additional value from the three projects.

Under the Proposed Transaction, the Company will seek approval from Shareholders to carry out a capital reduction and in-specie distribution, such that approximately 80.146% of the shares which will be held by the Company in AGC will be transferred to Magmatic Shareholders and AGC will be listed on ASX.

NSR will carry out a similar capital reduction and demerger process in respect of the shares that NSR will hold in AGC as a result of the transfer of the NSR Tenements to AGC.

10.2 Demerger Process

The Company’s wholly owned subsidiary Modeling Resources has entered into an agreement with AGC pursuant to which Magmatic will be issued 29,999,999 AGC Shares in consideration for the transfer of the MR Tenements to AGC. This transfer is subject to a number of conditions, including obtainment of Ministerial approval.

As detailed further below, AGC has also entered into an agreement with NSR for the transfer of the NSR tenements to AGC and NSR will be issued 20,000,000 AGC Shares as consideration for the transfer, subject to the satisfaction of a number of conditions.

The Demerger is subject to the satisfaction or waiver of the Transaction Conditions set out in Section 10.11.

The Demerger will involve the following stages (comprising the Proposed Transaction ):

• (a) Magmatic Shareholders approve the Demerger;

• (b) NSR Shareholders approve the NSR Demerger;

• (c) The Company and AGC have entered into a loan deed which provides that the Company will transfer $500,000 cash to AGC by way of intercompany loan, such loan to be repaid upon successful completion of AGC’s IPO;

• (d) Magmatic will distribute 80.146% of the 30,000,000 fully paid ordinary AGC Shares (being 24,043,791 AGC Shares) which Magmatic will hold in AGC to be received as consideration for the proposed sale of the MR Tenements to the Eligible Shareholders at no cost to shareholders, using the calculation which is expect to be 5 AGC Shares for every 36 Magmatic Shares held by Eligible Shareholders at the In-specie Distribution Record Date (with Ineligible Overseas Shareholders receiving cash proceeds for their entitlements) ( Separation by Demerger );

• (e) NSR will distribute approximately 80.146% of the ordinary AGC Shares which NSR will hold in AGC (to be received as consideration for the proposed sale of the NSR Tenements) to the NSR Shareholders;

• (f) AGC proposes to list on the ASX and will seek approval for the AGC Shares to be granted Official Quotation by the ASX.

The Demerger will be governed by an Implementation Deed entered into between Magmatic and AGC.

The In-Specie Distribution of AGC Shares by Magmatic will only be available to Magmatic Shareholders registered on the In-specie Distribution Record Date with a registered address in an

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Eligible Country, and not to the public in general. Subject to the satisfaction of the Transaction Conditions and once the AGC Shares have been distributed, the Company will seek to have those shares listed on the ASX. The number of AGC Shares to be distributed to Eligible Shareholders is determined as at the date of this Notice of Meeting, however, the Company notes that the actual number of AGC Shares proposed to be distributed under the In-specie Distribution remains subject to any changes to the Company’s capital structure following the date of this Notice of Meeting, including the conversion of Options currently on issue prior to the distribution of AGC Shares.

Following the In-specie Distribution, the Company will retain up to an 11.91% interest in the share capital in AGC. Following completion under the NSR Sale Agreement and the NSR Distribution, NSR will retain a 7.94% interest in the share capital in AGC.

As set out below, AGC also proposes to undertake a capital raising involving the issue of a minimum of 35,000,000 AGC Shares ( Minimum Subscription ) and up to a maximum of 50,000,000 AGC Shares ( Maximum Subscription ) at an issue price of $0.20 (with a priority offer to current Existing Magmatic Shareholders and Existing NSR Shareholders) to raise between $7,000,000 and $10,000,000 in connection with the listing of AGC Shares on the ASX. Following completion of the proposed capital raising, the Company will retain a 7.01% interest assuming the Minimum Subscription of AGC Shares and a 5.96% interest in AGC Shares assuming the Maximum Subscription of AGC Shares. NSR will retain a 4.67% interest assuming the Minimum Subscription of AGC Shares and a 3.97% interest in AGC Shares assuming the Maximum Subscription of AGC Shares.

The Demerger is subject to the Transaction Conditions set out in Section 10.11.

Shareholders should refer to matters set out in section 10.10 relating to the ATO Class Ruling to be sought by the Company and the summary of taxation implications of the Demerger set out in Section 10.19.

10.3 Timetable

The indicative timetable for the Proposed Transaction is set out below:

Action	Date
Annual General Meeting to approve the In- specie Distribution	18 December 2020
ASX informed of Shareholder approval for the In-specie Distribution (if obtained)	18 December 2020
Effective date of the capital return	22 December 2020
In-specie Distribution Record Date	29 December 2020
Completion of In-specie Distribution	31 December 2020
Expected Quotation of AGC Shares	5 January 2021

Note: The dates shown in the table above are indicative only and may be changed at the discretion of the Directors, subject to the Corporations Act, the Listing Rules and other applicable laws.

10.4 Acquisition of tenements

As set out above, the Company wishes to combine:

• (a) the Moorefield EL 7675 and Derriwong EL 8669 projects in the Lachlan Fold Belt in NSW ( MR Tenements ) held by Modeling Resources Pty Ltd ACN 169 211 876 ( MR ), a wholly owned subsidiary of the Company; and

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(b) the Gundagai EL 8955 ( Gundagai ) and Cargelligo EL 8968 ( Cargelligo ) projects ( NSR Tenements ) held by New South Resources Pty Ltd ACN 119 557 416 ( NSR );

in its wholly-owned subsidiary AGC, with an aim to add shareholder value and undertake a Capital Raising and listing of AGC on the ASX, subject to the satisfaction of the Transaction Conditions.

To that end, the Company has entered into a sale and purchase agreement with NSR ( NSR Sale Agreement ) to acquire the NSR Tenements, the consideration for which includes the issue of 20,000,000 fully paid AGC Shares at a deemed issue price of $0.20 per share ( NSR Consideration Shares ) with the result that NSR will hold 40% of the issued capital in AGC prior to the NSR Distribution and Capital Raising being completed subject to the following conditions precedent being satisfied or waived:

• (a) ( Change in Control ) the Minister’s written approval to the transfer of the NSR Tenements from NSR to the AGC in accordance with General Condition 9 of the NSR Tenements;

• (b) ( Ministerial Approval ) in respect of the NSR Tenements, the Minister approving the transfer of the NSR Tenements from NSR to AGC in accordance with the Resources Act on conditions reasonably acceptable to NSR and AGC;

• (c) ( AGC Due Diligence ) AGC completing due diligence enquiries in respect of the NSR Tenements to AGC’s satisfaction;

• (d) ( NSR Due Diligence ) NSR completing due diligence enquiries in respect of:

• (1) AGC; and

• (2) the MR Tenements which are intended to be transferred to AGC from Modeling Resources;

• (e) ( In-Specie Distribution by the Company ) AGC notifying NSR that the Company has obtained all necessary shareholder approvals to undertake the In-Specie Distribution;

• (f) ( NSR Distribution ) NSR obtaining all necessary shareholder approvals to undertake the NSR Distribution;

• (g) ( Capital Raising ) AGC undertaking the Capital Raising;

• (h) ( Escrow ) to the extent required by the ASX, AGC and NSR entering into restriction agreements as required by the ASX imposing such restrictions on the trading of certain shares in AGC;

• (i) ( AGC’s Shareholder Approvals ) where required by Law, the shareholders of AGC approving AGC entering into and performing its obligations under the agreement; and

• (j) ( NSR’s Shareholder Approvals ) where required by Law, the shareholders of NSR approving NSR entering into and performing its obligations under the agreement.

NSR has proposed to obtain all necessary shareholder approvals to undertake an in-specie distribution of approximately 80.146% of the NSR Consideration Shares it holds to its shareholders ( NSR Shareholders ) whether by way of a capital reduction or otherwise ( NSR Distribution ).

As noted above, the Company has also entered into the MR Sale Agreement with MR pursuant to which MAG will be issued 29,999,999 AGC Shares in consideration for the transfer of the MR Tenements to AGC. This transfer is subject to a number of conditions, including obtainment of Ministerial approval.

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10.5 Capital Raising

AGC also proposes to proceed with the issue of a prospectus pursuant to section 710 of the Corporations Act and offer a minimum of 35,000,000 AGC Shares at an issue price of A$0.20 each to raise $7,000,000 ( Minimum Subscription ) and a maximum of 50,000,000 Shares at an issue price of A$0.20 each to raise up to up to A$10,000,000 ( Maximum Subscription ) (Offer), including a priority offer of 5,000,000 Shares to Existing Magmatic Shareholders and Existing NSR Shareholders.

10.6 Current structure

The current ownership structure of AGC and the Moorefield Gold Project is as follows:

==> picture [455 x 379] intentionally omitted <==

10.7 Restructure

In the event that:

• (a) the Transaction Conditions are satisfied;

• (b) the Separation by Demerger is effected;

• (c) the NSR Sale Agreement and MR Sale Agreement have been completed; and

• (d) between $7,000,000 and $10,000,000 is raised in the Capital Raising,

the corporate structure of the Company and AGC will be as follows:

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(a) assuming a Minimum Subscription under the Capital Raising:

==> picture [454 x 210] intentionally omitted <==

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(b) assuming a Maximum Subscription Under the Capital Raising:

==> picture [455 x 226] intentionally omitted <==

10.8 Overview of the AGC Projects

Provided the Proposed Transaction is completed, AGC’s focus will be the exploration and development of three combined projects, being Moorefield, Gundagai and Cargelligo ( Projects ).

The combined AGC project portfolio is considered to provide multiple drill ready discovery opportunities of ‘Fosterville-style’ orogenic gold, McPhillamys-style gold and ‘Cobar-Hera-style’ goldpolymetallic mineralisation within a Central Lachlan Fold Belt focussed exploration company.

Subject to the satisfaction of the Transaction Conditions, the Projects will comprise granted exploration licences EL7675 ‘Moorefield’, EL8669 ‘Derriwong’, EL8955 ‘Gundagai’ and EL8968 ‘Cargelligo’ covering approximately 1000km[2] in the central Lachlan Fold Belt of New South Wales. Brief descriptions of the Projects are set out below with more detail provided in Schedule 2, which Shareholders are encouraged to read.

MOOREFIELD PROJECT - Gold/Polymetallic

The Moorefield project comprises two granted exploration licences covering 477km[2] (EL7676 ‘Moorefield’ and EL8669 ‘Derriwong’). The project includes the drill ready 15km long Boxdale - Carlisle Reefs orogenic gold trend defined by strong surface geochemical anomalism and significant existing drill results, including:

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• 36m at 1.21g/t Au from 81m (MFRC017, Carlisle Reefs)[1]

• 30m at 1.60 g/t Au from 80m (MFRC013, Carlisle Reefs)[2]

• 19m @ 1.28g/t Au from 114m (BDRC001, Boxdale)[3]

• 15m @ 1.00g/t Au from 85m (BDRC003, Boxdale)[4]

Other high priority drill ready prospects, include the Pattons Prospect, considered prospective for AuCu mineralisation and characterised by several discrete magnetic features underlying a gold anomalous exhalative horizon within the Girilambone Group (multipoint rockchip anomalism over 400m, up to 6.14g/t Au).

More detail on the exploration potential of the Moorefield Project is provided in Schedule 2.

CARGELLIGO PROJECT - Gold/Polymetallic

The Cargelligo project consists of an exploration licence covering 227km2 (EL8968 ‘Cargelligo’) and is located 15km west of the town of Lake Cargelligo in NSW. The Project comprises multiple drill ready Cobar-style gold-polymetallic prospects (Au-Ag-Cu-Zn-Pb) within a 15km zone along strike from the Cobar Mining District in the southern Cobar Basin.

The drill ready prospects are characterised by favourable geology coincident with soil geochemistry and EM conductors identified by a recent government airborne EM Survey (Geological Survey of NSW) and untested ground EM plates, also with coincident IP prospects, drill intersections and anomalous shallow drilling geochemistry.

The drill ready Mount Boorithumble and Achilles 3 prospects are located along strike from and considered exploration lookalikes of Aurelia Metals’ (ASX:AMI) Hera Deposit and the emerging Federation Discovery.

More detail on the exploration potential of the Cargelligo Project is provided in Schedule 2.

GUNDAGAI PROJECT - Gold

The Gundagai project consists of an exploration licence covering 265km2 (EL8955 ‘Gundagai’) and comprises a drill ready prospect for McPhillamys-style gold (e.g. Grandview), also more greenfields epithermal gold-copper (e.g. Rosehill) and a large-tonnage potential zinc-lead-silver prospects (e.g. Bongongalong) and many high grade orogenic gold prospects.

Gold prospects show similarities to the Late Silurian hosted McPhillamys 2.3Moz Gold Deposit (ASX:RRL). The drill ready Grandview Gold Prospect is characterised by a 1.5km zone of strong gold-in-soil geochemistry coincident with sheared quartz-sericite-carbonate-pyrite altered volcaniclastics returning up to 35g/t Au in rockchips and represents a near term high-grade gold discovery opportunity.

More detail on the exploration potential of the Gundagai Project is provided in Schedule 2.

1 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

2 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

3 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 35. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

4 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 35. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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10.9 Key Reasons for the Demerger

The Company considers that the Separation by Demerger would allow for:

• (a) AGC to focus on the future development of the Projects which:

• are focused in the central Lachlan region of New South Wales; and

• require significant capital expenditure over the medium to long term;

• (b) AGC to list on the ASX in its own right and raise the funds required for exploration and development of the Projects without internal competition; and

• (c) Magmatic to fully focus on its other three key gold and porphyry gold-copper projects in the East Lachlan and more easily raise equity to fund those assets.

Shareholders should refer to the potential advantages and disadvantages of the Proposed Transaction set out in section 10.18 below for further information regarding the Demerger.

10.10 Separation by Demerger process

As noted above the Separation by Demerger will involve the two following key stages:

• (a) Shareholders approving the In-specie Distribution (Resolution 5);

• (b) Magmatic Resources distributing ~80.146% of the AGC Shares which the Company will hold to Eligible Shareholders at no cost to them, using the calculation currently expected to be five (5) AGC Share for every thirty six (36) Shares held by Eligible Shareholders (with Ineligible Shareholders receiving the net cash proceeds for their entitlements, net of costs);

The Separation by Demerger is proposed to be effected partly by way of capital reduction under section 256B of the Corporations Act and (if so determined) partly by way of dividend in-specie, which together will be satisfied by the In-specie Distribution of AGC Shares. The Eligible Shareholders are not required to pay any consideration for the AGC Shares received by them.

Simultaneously with or following the Separation by Demerger process outlined above, and subject to certain conditions precedent being satisfied or waived, it is proposed that:

• (a) AGC will acquire the NSR Tenements, on the terms set out in the NSR Sale Agreement (the consideration for which includes the issue of NSR Consideration Shares to NSR);

• (b) AGC will acquire the MR Tenements, on the terms set out in the MR Sale Agreement;

• (c) NSR will undertake NSR Distribution to its shareholders; and

• (d) AGC Shares, subject to certain conditions, will be admitted to the Official List.

The Separation by Demerger will be governed by an Implementation Deed that has been entered into between the Company and AGC. Please see section 0 for a summary of the Implementation Deed.

The In-specie Distribution of the AGC Shares by the Company will only be available to the Eligible Shareholders registered on the In-specie Distribution Record Date.

Once the AGC Shares have been quoted on the Official List, those shares will be able to be traded freely on the ASX.

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The Separation by Demerger will deliver to Shareholders direct ownership in a dedicated, central Lachlan focussed gold exploration and development company, being AGC, whilst still retaining their whole interests in Magmatic Resources.

Shareholders should refer to the summary of taxation implications of the Separation by Demerger set out in section 10.19. The Company will seek a class ruling from the ATO on behalf of Shareholders to confirm the taxation outcomes of the Separation Demerger for them. This has included seeking confirmation from the ATO as to what component of the distribution of AGC Shares to Shareholders is to be treated as a demerger dividend ( Demerger Dividend ), and therefore not assessable income of the Shareholders, and what component will be treated as a capital reduction, which should not constitute a taxable dividend to Shareholders. Shareholders should be aware that there is no certainty in the Company receiving a favourable tax ruling and in circumstances where a favourable tax ruling is not received, a tax liability may for Magmatic Shareholders.

The method to be applied by the Board to determine the capital reduction component of the distribution of the AGC Shares will be in accordance with the principles set out in the ATO Class Ruling (if received), which the Company considers should be based on the market value of the AGC Shares and the Company Share price shortly after AGC Shares commence trading on the ASX. As those values are not able to be determined now it is not possible to specify in this Notice of Meeting the exact proportion of the distribution of AGC Shares that will occur by way of capital reduction and what portion by dividend in-specie, if any.

In any event, the capital reduction component cannot be more than 100% of the AGC market value. Accordingly, under Resolution 5, approval of the Shareholders is sought to reduce the Company’s share capital by up to 100% of the market value of AGC Shares, with that (or such lesser amount as is determined in accordance with the applicable ATO guidelines), to be the capital reduction component amount ( Capital Reduction Amount ).

The Board will determine to reduce the Company’s share capital on the Effective Date by the Capital Reduction Amount. The dividend component will comprise the balancing amount making up the entire amount to be distributed in-specie to the Shareholders, less the Capital Reduction Amount. Shareholder approval is not required for the purpose of determining the dividend component amount. Shareholders will be advised of the precise division of these amounts following implementation of the Separation by Demerger.

10.11 Conditions to the Proposed Transaction

While the Board has resolved to proceed with the Proposed Transaction, it remains subject to the following conditions (together, the Transaction Conditions ):

• (a) the Short Form Prospectus being issued to facilitate the In-specie Distribution;

• (b) AGC obtaining all necessary approvals pursuant to the Resources Act related to the acquisition of the NSR Tenements and MR Tenements;

• (c) the Company obtaining Shareholder approval under the Corporations Act for the Inspecie Distribution;

• (d) NSR obtaining approval under the Corporations Act for the NSR Distribution;

• (e) the Capital Raising being completed;

• (f) all necessary parties enter into restriction agreements as required by ASX imposing such restrictions on trading of certain AGC securities issued pursuant to the initial public offering and listing of AGC; and

• (g) AGC obtains ASX approval to the listing of AGC, including conditional ASX listing approval on terms which are acceptable to Magmatic and AGC acting reasonably.

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There is no certainty that the Transaction Conditions will be satisfied. If the Transaction Conditions are satisfied, Magmatic Resources will conduct the Capital Reduction as an equal capital reduction of its share capital in accordance with sections 256B and 256C of the Corporations Act.

As noted above, the In-specie Distribution will be effected by an equal reduction of the Company’s capital on a pro-rata basis. Shareholders will receive an in-specie return of capital by way of the distribution of 24,043,791 AGC Shares in proportion to the number of Shares held by them at the Inspecie Distribution Record Date (on the basis of 5 AGC Shares for every 36 MAG Shares held). Shareholders will thereby retain direct ownership of the Company and receive a direct ownership interest in AGC. Structure diagrams of the proposed arrangements immediately before and after the Proposed Transaction are set out above in sections 10.6 and 10.7 of this Explanatory Memorandum.

Under the Capital Reduction, Shareholders will not be required to pay any cash consideration for AGC Shares and each Shareholder will equally receive the same Entitlement, subject only to Ineligible Shareholders.

The Company is in the process of seeking a class ruling from the ATO to confirm the availability of demerger tax relief for income tax purposes. The Board recommends that each Shareholder seek their own specific tax advice in relation to the Capital Reduction (particularly with respect to the consequences if demerger relief is not available). However, in order to assist Shareholders, the Board has included a general summary of the tax consequences of the Capital Reduction in Section 10.19 below.

10.12 Foreign Shareholders

Shareholders on the In-specie Distribution Record Date with an address outside an Eligible Country will have their pro-rata entitlement of AGC Shares sold by Taylor Collison ( Nominee ) engaged by the Company and the net proceeds paid to the Ineligible Shareholders, with the timing of the sale to coincide with AGC successfully completing the Capital Raising, being admitted to ASX and a market for AGC Shares being established on ASX.

The Nominee will act on a best efforts only basis to sell the Ineligible Shareholders’ AGC Shares, and will not be liable to the Ineligible Shareholder for any loss suffered as a result.

The release, publication or distribution of the Notice of Meeting and Explanatory Memorandum in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons outside of Australia who come into possession of the Notice of Meeting and Explanatory Memorandum should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

The Notice of Meeting and Explanatory Memorandum have been prepared in accordance with Australian law and are subject to Australian disclosure requirements. The information contained in the Notice of Meeting and Explanatory Memorandum may not be the same as that which would have been disclosed if the Notice of Meeting and Explanatory Memorandum had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.

Financial information in this Explanatory Memorandum has been prepared in accordance with the classification and measurement principles of the Australian Accounting Standards and is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.

This document does not constitute an offer of AGC Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the AGC Shares may not be offered, in any country outside Australia except to the extent permitted below.

10.13 Directors’ Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5, for the following reasons:

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• (a) with proper funding, the Board sees considerable underlying value in the Projects that is currently being undervalued by the market. To fully unlock this value, a dedicated fully funded vehicle is required;

• (b) the Projects are best developed in a separate exploration and development vehicle, with a dedicated board and management team who will be responsible for asset funding and further development;

• (c) demerging the Moorefield Gold Project will allow the Magmatic Resources Board and Management team to fully focus on its remaining three advanced gold and porphyry gold-copper projects

• (d) MAG shareholders will also have direct exposure to two additional and complimentary gold projects Cargelligo and Gundagai, in the highly prospective Central Lachlan Fold Belt

• (e) after a full and proper assessment of all available information, the Directors believe that the Proposed Transaction is in the best interest of Shareholders; and

• (f) in the opinion of the Directors, the benefits of the Proposed Transaction outweigh its disadvantages.

10.14 Effects of the Proposed Transaction on the Company

The principal effect of the Separation by Demerger on the Company will be:

• (a) no material change in cash reserves;

• (b) minimal change in net assets;

• (c) the disposal of the MR Tenements; and

• (d) the Company’s share capital will reduce by an amount up to the market value of all the fully paid shares in AGC, less a Demerger Dividend (if any).

The Proposed Transaction will result in the Company disposing of the Projects through the listing of AGC on ASX. The Company has for accounting purposes expensed all the exploration completed on these assets and therefore have a carrying value in the Company’s balance sheet of zero.

Set out below is the Consolidated Statement of Financial Position of the Company as at 30 June 2020, which has been derived from the Company’s financial statements for the financial year ended 30 June 2020 which were audited by BDO in accordance with the Australian Auditing Standards. The financial information below also sets out the unaudited Consolidated Pro-Forma Statement of Financial Position, as at 30 June 2020 and on the basis the Proposed Transaction was effective on 30 June 2020.

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Consolidated Statement of Financial Position as at 30 June 2020

	Audited 30 June 2020 $	Pro-forma Adjustments	Unaudited Pro- forma Balance
Current Assets Cash and cash equivalents Other receivables	4,234,820 73,677	(470,000) -	3,764,820 73,677
Total Current Assets	4,308,497	(470,000)	3,838,497
Non-Current Assets Plant and Equipment Security Bonds Exploration assets Loan to AGC Investment in AGC Right-of-use assets	89,623 91,300 1,628,350 - - 115,235	- (30,000) - 500,000 1,191,242 -	89,623 61,300 1,628,350 500,000 1,191,242 115,235
Total Non-Current Assets	1,924,508	1,661,242	3,585,750
Total Assets	6,233,005	1,191,242	7,424,247
Current Liabilities Trade and other payables Lease Liabilities	304,637 39,200	- -	304,637 39,200
Total Current Liabilities	343,837	-	343,837
Non-Current Liabilities Lease Liabilities	76,319	-	76,319
Total Liabilities	420,156	-	420,156
Net Assets	5,812,849	-	7,004,091
Equity Issued capital Reserves Accumulated losses	15,071,988 3,753,235 (13,012,374)	- - 1,191,242	15,071,988 3,753,235 (11,821,132)
Total Equity	5,812,849	1,191,242	7,004,091

Adjustments

• the Company provides a loan of $500,000 to AGC to cover all pre-IPO costs.

• the Company transfers the two tenements to AGC and records profit on disposal of asset.

• the Company transfers $30,000 in security bonds for the two tenements being transferred to AGC and receives cash from AGC.

• the Company receives 29,999,999 shares in ACG at $0.20 and completes an in-specie distribution to Magmatic shareholders resulting in a reducing in equity.

The above figures are indicative estimates and are subject to change.

The Company’s capital structure (including number of Shares on issue) will not change as a result of the Proposed Transaction.

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10.15 Effect of the Proposed Transaction on Shareholders

Shareholders will hold the same number of Shares in the Company they held prior to the Proposed Transaction.

Shareholders on the In-specie Distribution Record Date with a registered address in Australia, New Zealand, Hong Kong and Japan will be transferred AGC Shares on a pro-rata basis. Shareholders with an address outside an Eligible Country are considered Ineligible Shareholders and will have their pro-rata entitlement of AGC Shares sold and the net proceeds paid to them in cash upon AGC Shares being admitted to the Official List.

Assuming no further Shares are issued prior to the Effective Date, each Shareholder will receive 5 AGC Shares for every 36 MAG Shares held on the In-specie Distribution Record Date.

Eligible Shareholders may be exposed to tax consequences as a result of the In Specie Distribution. See section 10.19 for details for Australian taxation implications for Australian tax resident Shareholders.

10.16 Effect of the Proposed Transaction on Existing Options

In order to receive AGC Shares pursuant to the In-specie Distribution, Option holders must exercise their Options and be registered on the Company’s share register on the In-specie Distribution Record Date.

In accordance with the terms of issue of each of the existing Options in the Company outstanding as at the date Resolution 5 is passed and in accordance with ASX Listing Rule 7.22.3, the number of Options must remain the same but to ensure the proportionate ownership interest of Option holders remains the same before and after the Proposed Transaction, the exercise price of each such outstanding Option in the Company will be automatically reduced by the same amount as the amount returned in relation to each Share. There will be no early lapsing of any existing Options for any Company employee or director who holds such Options and who becomes employed by AGC in lieu of the Company.

10.17 Plans for the Company following the Proposed Transaction

Magmatic will focus on its three remaining East Lachlan gold and porphyry gold-copper exploration portfolio, including the Wellington North, Myall and Parkes Projects.

10.18 Advantages and Disadvantages of the Proposed Transaction

Advantages

The Directors consider that the Proposed Transaction will have the following advantages for the Company and its Shareholders.

• MAG shareholders will retain their current percentage ownership interest in the capital of Magmatic Resources and exposure to the Company’s three gold and porphyry gold-copper projects in the East Lachlan.

• MAG will own a significant percentage of the newly listed company AGC and have exposure to both the Moorefield Gold Project and two additional and complimentary gold projects being Gundagai and Cargelligo.

• The In-specie Distribution will allow MAG shareholders to individually own shares in AGC and have exposure to both the Moorefield Gold Project and enhanced exposure to multiple drill ready high value discovery opportunities at the Gundagai and Cargelligo projects.

• AGC will be separately well funded to advance both the Moorefield, Gundagai and Cargelligo gold projects.

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• Magmatic Resources will have reduced funding needs, allowing the Company to apply its resources to its three remaining projects, and upcoming exploration programs, including follow up drilling expected at the Lady Ilse target in the immediate future.

The Directors believe that the market is attributing minimal value to the Moorefield Gold/Polymetallic Project. The Board believes this may be due to the Company’s recent exploration focus on its porphyry gold-copper projects in the East Lachlan. As a junior explorer it is difficult to advance multiple projects at the same time. The Moorefield Project is an advanced orogenic gold/polymetallic project similar in age and geological setting to the Fosterville Gold Mine in Victoria. Together with other nearby junior exploration companies, they have received significant market appreciation in today’s gold market environment. Separating Moorefield into another listed company and adding two more gold projects should enable the market to fully value their prospectivity and extract additional value from them.

The Separation by Demerger from the Company will mean that both AGC and the Company will have a primary focus that will not be affected by events or occurrences relating to other projects.

The Board believes that investors in the Company, and the Company itself, would benefit from a simplified corporate and exploration strategy focused on its East Lachlan portfolio.

The In-specie Distribution gives each and every Shareholder an equal and tradeable piece of the AGC assets. Shareholders can choose to divest this or hold it based on their views of the AGC prospects.

Further the entitlement right provides shareholders an equal right but not an obligation to retain their proportional interest in AGC Shares. Additionally, the separate listing of AGC provides a free market for the trading of shares in AGC.

Any future capital raisings of the Company are expected to be more achievable by each individual entity as the focus of the funding will be on either specifically, the Company’s remaining assets or the Projects.

The completion of the Proposed Transaction will provide Shareholders with the ability to participate in the exploration upside of the Projects in a separate company with separate financing capabilities whilst also maintaining their investment exposure to the Company’s remaining projects.

The advancement and potential development of the Projects could unlock significant value for AGC Shareholders which could be better reflected in AGC’s share price (once listed).

Disadvantages

The Directors consider that one of the main disadvantages of the Proposed Transaction is that there is no guarantee that the AGC Shares will rise in value.

There are also a number of potential disadvantages arising from AGC seeking further funding. These include, but are not limited to:

• (a) dilution of AGC Shareholders’ shareholdings via issuing the AGC Shares to NSR, NSR Shareholders and the participants in the Capital Raising; and

• (b) uncertainty regarding AGC’s ability to raise required funding now and in the future.

• (c) Shareholders may incur additional transaction costs if they wish to dispose of their new investment in AGC (e.g. brokerage costs).

There may be a taxation consequence in respect of the distribution of AGC Shares to the Shareholders. Details of the possible general taxation effect of the Proposed Transaction are set out in section 10.19 of this Explanatory Memorandum.

The costs relating to AGC and the Separation by Demerger (some of which will initially be incurred by the Company) will include, but are not limited to:

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• (a) adviser and other fees incurred in the preparation of the documentation giving effect to the In-specie Distribution; and

• (b) tax advice obtained in relation to taxation consequences of the In-specie Distribution.

As a result of the return of capital, the Company will forego a percentage of the premium it might have received from a person seeking to acquire a controlling stake in the Moorefield project.

Assuming completion of the Proposed Transaction, there will be two separate companies that will require to be funded and will incur ongoing administrative costs (being the Company and AGC). This will lead to a duplication of costs to Shareholders in some instances (e.g. directors’ fees, which for AGC will begin to be paid following admission of AGC to the Official List).

10.19 Tax Consequences

The Company considers the proposed Demerger has a good basis to qualify for dividend demerger relief and CGT demerger and rollover relief (jointly referred to as Demerger Relief ). On behalf of Shareholders, the Company will apply to the Commissioner of Taxation ( Commissioner ) for a class ruling in connection with the Separation by Demerger to confirm this. The Commissioner will consider the Application based on all the facts and circumstances in ruling whether the Demerger Relief is available.

The In-Specie Distribution is not conditional on the Company obtaining the Demerger Relief and accordingly shareholders should be aware of the potentially adverse tax consequences which may arise if Demerger Relief is not granted (and seek independent advice in this regard).

(a) Australian taxation implications for Australian tax resident Shareholders

On the assumption that a favourable class ruling is obtained from the ATO confirming Demerger Relief is applicable, the following includes a general summary of the Australian taxation consequences for Australian resident Shareholders who receive AGC Shares in respect of the capital reduction. The taxation information below is applicable to Australian residents who hold their Shares on capital account and are not subject to the taxation of financial arrangement provisions contained in Division 230 of the Income Tax Assessment Act (1997) (“ITAA 1997”).

The information below is not a complete analysis of all taxation implications relevant to the proposed Separation by Demerger and all Shareholders should obtain independent tax advice regarding the income tax and capital gains tax implications specific to their circumstances. Specifically, Shareholders who hold their Shares on revenue account (for example, Shareholders who are share traders and certain institutional investors), and Shareholders who are not residents of Australia for income tax purposes, should all seek independent taxation advice. The information below does not consider the future tax implications associated with holding or selling the Shares or AGC Shares following implementation of the Separation by Demerger.

The information below has been prepared based on the taxation laws, regulations, rulings and administrative guidance and judicial interpretations as at 18 November 2020. It is important to note the ultimate interpretation of taxation law rests with the courts and that the law, and the way the revenue authorities seek to administer the law, may change over time. Accordingly, information below represents an interpretation of existing law based upon generally accepted interpretations of that law.

Australian Tax laws are complicated and subject to legislative and interpretive change both prospectively and (occasionally) retrospectively. Changes in the tax law or interpretation of the tax law subsequent to the date of this Explanatory Memorandum may alter the tax treatment of the Separation by Demerger.

There could also be implications for Shareholders in addition to those described above. The information provided below is general in nature and the individual circumstances of each shareholder may affect the tax implications of the Demerger for that Shareholder. Shareholders should seek appropriate independent professional advice that considers the tax implications in respect of their own specific circumstances.

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(b) Demerger Relief

The information below has been prepared on the basis that Shareholders who are residents of Australia and who hold their Shares on capital account for tax purposes should be eligible to choose Demerger Relief. Broadly, Demerger Relief ensures that any CGT consequences from the transaction may be deferred, and that the dividend component (if any) of a distribution is not taxed in the hands of the Shareholders. Should the Company not obtain Demerger Relief, there is a risk that the distribution may result in a tax liability for Shareholders.

(c) Dividends and dividend demerger relief

If the Company’s In-Specie Distribution of the AGC shares to the Shareholders is debited to the Company’s share capital account, the distribution should be a distribution of capital and not a dividend for income tax purposes to the Shareholders.

To any extent the In-Specie Distribution is not debited to the Company’s share capital account, the dividend demerger relief is relevant to the Shareholders to ensure the balance of the in-specie distribution of AGC shares to them is not treated as an unfranked or partly unfranked dividend in the hands of the Shareholders. The tax consequence to the Shareholders of a receipt of an unfranked or partly unfranked dividend will depend on the tax characteristics of each Shareholder.

The extent of any unfranked dividend depends on whether there are any franking credits at the Company level. If no credits are available any dividend will be unfranked.

Please refer to (f) below in relation to the Application of the demerger tax integrity measures.

(d) CGT Consequences

The capital reduction will give rise to a CGT event for Shareholders representing the distribution of AGC Shares. The CGT event will happen at the time the Company completes the capital reduction.

The Shareholders can choose whether or not to obtain demerger roll-over relief.

Where demerger roll-over relief is available and is chosen

(1) Capital gain is disregarded

If the CGT demerger relief is available, for Shareholders who choose demerger roll-over relief, any capital gain made arising from the CGT event happening to their Shares under the capital reduction will be disregarded.

(2) CGT cost base in Shares and AGC Shares

Shareholders will need to apportion the CGT cost base of their original Shares between their original Shares and new AGC Shares in accordance with the market values of the Shares and AGC Shares (or a reasonable approximation of these market values) just after the Separation by Demerger.

Further information in relation to the apportionment of cost bases will be provided by the Company subsequent to the Separation by Demerger being implemented.

(3) Time of acquisition of AGC Shares

For Shareholders who choose CGT demerger roll-over relief, their AGC Shares will have the same CGT characteristics as the underlying Shares. For the purposes of determining the availability of the CGT discount on a subsequent sale of AGC Shares, AGC Shares should be taken to have been acquired at the time the shareholder acquired their original Shares. Shareholders should seek appropriate tax advice to determine the application of the CGT discount in their specific circumstances.

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Where demerger roll-over relief is not available or is available but is not chosen

(1) Capital gain is not disregarded

If CGT Demerger Relief is not available or is available but Shareholders not choose to obtain demerger roll-over relief, any capital gain made arising from the capital reduction under the Separation by Demerger will not be disregarded.

Shareholders may be entitled to discount CGT treatment. Shareholders should seek appropriate tax advice to determine the application of the CGT discount in their specific circumstances.

If the capital component of the Capital Reduction Amount does not exceed the CGT cost base in the Shares, no capital gain should be made. Shareholders will not make a capital loss as a result of the return of capital under the Separation by Demerger.

(e) CGT cost base in Shares and AGC Shares

Shareholders who do not choose to obtain CGT demerger roll-over relief should apportion the first element of the CGT cost base in their Shares between those Shares and AGC Shares received under the Separation by Demerger. The method of apportionment is the same as the method for Shareholders who choose to obtain demerger roll-over relief as discussed above.

(f) Time of acquisition of AGC Shares

Where CGT demerger roll-over relief is not chosen, all of the AGC Shares transferred to Shareholders will be treated as having been acquired at the time they are transferred to the Shareholders. This will be relevant to Shareholders in determining the availability of the CGT discount on a subsequent sale of AGC Shares. Shareholders should seek appropriate tax advice to determine the application of the CGT discount in their specific circumstances.

(g) Application of demerger tax integrity measures

In certain circumstances part of an in-specie distribution can be treated as a dividend for Australian tax purposes. The dividend component would be that amount of the in- specie distribution by which the Company does not reduce share capital. The Company expects to determine the Capital Reduction Amount by reference to the allocation required by the principles which should set out in the ATO Class Ruling. The dividend component should therefore be that amount by which the market value of the AGC Shares arising from the in-specie distribution exceeds the Capital Reduction Amount. On the basis the ATO confirms the in-specie distribution qualifies for the dividend demerger relief, this dividend would not be assessable to Shareholders.

It should be noted, the Commissioner of Taxation may (in certain circumstances) make a determination under section 45B of the Income Tax Assessment Act 1936 (“ITAA 1936”) to deem certain payments to be treated as taxable unfranked dividends for taxation purposes. Having regard to the circumstances of the Separation by Demerger, the Company is of the view the Commissioner should not apply section 45B to the proposed Separation by Demerger. The Company is also seeking confirmation from the ATO on this matter in the ATO Class Ruling.

For completeness, the following is an outline of the potential Australian income tax implications for Australian resident Shareholders who hold their Shares on capital account should the Commissioner make a determination under section 45B in respect of the Separation by Demerger:

• Shareholders may make a capital gain to the extent that the Capital Reduction Amount exceeds the particular Shareholder's cost base.

• All or part of the Capital Reduction Amount may be treated as an unfranked dividend. This amount would be assessable income for Australian resident Shareholders or subject to dividend withholding tax for non-resident Shareholders (generally at the rate of 30% on the gross amount, subject to any applicable double tax agreement).

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• The CGT cost base in the Shares may not change as a result of the Demerger.

• The CGT cost base in AGC Shares should be equal to the Capital Reduction Amount.

• AGC Shares should be treated as having been acquired at the time they are transferred to Shareholders.

(h) Taxation implications for the Company

The transfer of shares in AGC from the Company to the Shareholders is not expected to have any material adverse tax implications for the Company if the CGT demerger relief applies. If the relief is not available, the Company may consider offsetting any capital gain arising from the transfer of the AGC shares against any available carry forward or current income tax losses.

10.20 Consequences if the Proposed Transaction does not complete

The Company will, in the event Shareholders do not approve the Separation by Demerger or the Proposed Transaction does not otherwise complete, continue to hold the Projects. Given the Company’s focus will be on its East Lachlan portfolio, the Company will consider its alternatives to maximise Shareholder return from the Projects.

10.21 Information Concerning Company Shares

The highest and lowest recorded sale price of Shares as traded on ASX during the twelve (12) months immediately prior to the date of this Explanatory Memorandum was 46 cents on 13 February 2020 and 11.5 cents on 12 November 2019.

10.22 Directors’ Interests

The table below sets out the number of securities in the Company held by the Directors (directly or indirectly) at the date of this Explanatory Memorandum and also the number of AGC Shares they are likely to have an interest in if Resolution 5 is passed and the Proposed Transaction completes:

Name	MAG Shares	MAG Options	Current AGC Shares held as at date of this Notice of Meeting	Interest in AGC following the In- specie Distribution*	AGC Options following of completion of the Capital Raising	% interest in AGC Shares assuming Minimum Subscription under the Offer	% interest in AGC Shares assuming Maximum Subscription under the Offer
David Richardson	42,442,571	9,000,000	0	5,894,804	5,000,000	6.94%	5.89%
David Flanagan	0	6,000,000	0	0	0	-	-
Peter Duerden	4,850,313	6,000,000	0	673,655	1,500,000	0.79%	0.67 %
David Berrie	14,029,044	2,675,000	0	1,948,478	0	2.29%	1.95%

*Based on a ratio of 5 AGC Shares for 36 Company Shares for the In-specie Distribution. Refer to section 9 for further details.

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10.23 Disclosure to ASX

As an entity with shares quoted on ASX, the Company is a disclosing entity and, as such, is subject to regular reporting and disclosure requirements. Copies of documents lodged in relation to the Company can be accessed at the ASX announcements platform or the Company’s website.

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11. Important AGC Information

11.1 Introduction

AGC is a wholly owned subsidiary of Magmatic Resources Ltd. It was incorporated in 2019, has never operated and has $0.01 of paid up capital.

Subject to the satisfaction (or waiver) of the Transaction Conditions, prelisting AGC will issue new fully paid ordinary shares to be allocated to MAG, NSR and their shareholders as set out above.

Subject to Shareholders approving the In-specie Distribution pursuant to Resolution 5, it is proposed that AGC will apply for admission to the Official List.

AGC has reserved the ticker “AGC” with ASX to use as its ASX ticker code.

11.2 Principal Effect of the Separation by Demerger on AGC

The principal effect of the In-specie Distribution on AGC will be that:

• (a) the number of shareholders in AGC will increase from 1 to at least 1,200;

• (b) the number of fully paid AGC Shares on issue will not increase; and

• (c) AGC will become a company separate from the Company and listed on ASX.

11.3 Detailed information in relation to the Projects

Shareholders are encouraged to read the Schedule 2 which contains geological and other detailed information on the Projects.

11.4 AGC Capital Structure

At the date of this Notice, AGC has 1 share on issue. Assuming no Company Shares are issued prior to the In-specie Distribution Record Date (for example by way of conversion of Options currently on issue) other than the 29,999,999 AGC Shares to be issued to the Company under the MR Sale Agreement, the number of shares held by the Company in AGC at the time of the In-specie Distribution, will be 30,000,000 AGC Shares (at the date of this Notice of Meeting and subject to rounding).

Subject to the satisfaction of the conditions under the NSR Sale Agreement, AGC will also issue 20,000,000 AGC Shares to NSR as consideration for the transfer of the NSR Tenements. The proforma capital structure of AGC following the In-specie Distribution, completion of the NSR Sale Agreement and MR Sale Agreement, and following the Capital Raising is outlined in section 10.7 of this Explanatory Memorandum, AGC will have 85,000,000 Shares on issue assuming the Minimum Subscription is raised under the Capital Raising and 100,000,000 shares on issue assuming the Maximum Subscription is raised under the Capital Raising.

In addition, it is proposed that prior to listing, AGC will issue up to 12,500,000 AGC Options to directors and members of management, the material terms of which are set out in the table below:

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Options

Name	Position	Option Exercise Price	Number of Options	Option Expiry Date	Option Vesting Conditions
David Richardson	Chairman	$0.30	5,000,000	31 December 2025	nil
Glen Diemar	Managing Director	$0.30	3,000,000	31 December 2025	nil
Ranko Matic	Non- Executive Director	$0.30	2,000,000	31 December 2025	nil
Andrea Betti	Company Secretary	$0.30	1,000,000	31 December 2025	nil
Peter Duerden		$0.30	1,500,000	31 December 2025	nil

NB: In respect of the proposed issue of AGC Options to Messrs Richardson and Duerden, directors of the Company, it has been considered that any financial benefit so provided constitutes reasonable remuneration in these circumstances for the purposes of s 211 Corporations Act.

In addition and subject to the satisfaction of the Transaction Conditions, AGC will also issue 2,500,000 Options to the Lead Manager exercisable at $0.30, with an expiry date that is five years from issue.

11.5 Background of the Projects and Proposed Project Development Plan

Subject to the satisfaction of the Transaction Conditions, the combined AGC project portfolio will be considered to provide multiple near-term discovery opportunities of ‘Fosterville-style’ orogenic gold, McPhillamys-style gold and ‘Cobar-Hera-style’ gold-polymetallic mineralisation within a Central Lachlan Fold Belt focussed exploration company.

The projects comprise granted exploration licences EL7675 ‘Moorefield’, EL8669 ‘Derriwong’, EL8955 ‘Gundagai’ and EL8968 ‘Cargelligo’ covering approximately 1000km2 in the central Lachlan Fold Belt of New South Wales. Brief descriptions of the Projects are set out below with more detail provided in the Schedule 2, which Shareholders are encouraged to read.

MOOREFIELD PROJECT - Gold/Polymetallic

The Moorefield project comprises two granted exploration licences covering 481.5km2 (EL7675 ‘Moorefield’ and EL8669 ‘Derriwong’). The project includes the drill ready 15km long Boxdale - Carlisle Reefs orogenic gold trend defined by strong surface geochemical anomalism and significant existing drill results, including:

• 36m at 1.21g/t Au from 81m (MFRC017, Carlisle Reefs)[5]

5 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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• 30m at 1.60 g/t Au from 80m (MFRC013, Carlisle Reefs)[6]

• 19m @ 1.28g/t Au from 114m (BDRC001, Boxdale)[7]

• 15m @ 1.00g/t Au from 85m (BDRC003, Boxdale)[8]

Other high priority drill ready prospects, include the Pattons Prospect, considered prospective for AuCu mineralisation and characterised by several discrete magnetic features underlying a gold anomalous exhalative horizon within the Girilambone Group (multipoint rockchip anomalism over 400m, up to 6.14g/t Au).

More detail on the exploration potential of the Moorefield Project is provided in Schedule 2.

CARGELLIGO PROJECT - Gold/Polymetallic

The Cargelligo project consists of an exploration licence covering 227km2 (EL8968 ‘Cargelligo’) and is located 15km west of the town of Lake Cargelligo in NSW. The Project comprises multiple drill ready Cobar-style gold-polymetallic prospects (Au-Ag-Cu-Zn-Pb) within a 15km zone along strike from the Cobar Mining District in the southern Cobar Basin.

The drill ready prospects are characterised by favourable geology coincident with soil geochemistry and EM conductors identified by a recent government airborne EM Survey (Geological Survey of NSW) and untested ground EM plates, also with coincident IP prospects, drill intersections and anomalous shallow drilling geochemistry.

The drill ready Mount Boorithumble and Achilles 3 prospects are located along strike from and considered exploration lookalikes of Aurelia Metals’ (ASX:AMI) Hera Deposit and the emerging Federation Discovery.

More detail on the exploration potential of the Cargelligo Project is provided in Schedule 2.

GUNDAGAI PROJECT - Gold

The Gundagai project consists of an exploration licence covering 265km2 (EL8955 ‘Gundagai’) and comprises a drill ready prospect for McPhillamys-style gold (e.g. Grandview), also more greenfields epithermal gold-copper (e.g. Rosehill) and a large-tonnage potential zinc-lead-silver prospects (e.g. Bongongalong) and many high grade orogenic gold prospects.

Gold prospects show similarities to the Late Silurian hosted McPhillamys 2.3Moz Gold Deposit (ASX:RRL). The drill ready Grandview Gold Prospect is characterised by a 1.5km zone of strong gold-in-soil geochemistry coincident with sheared quartz-sericite-carbonate-pyrite altered volcaniclastics returning up to 35g/t Au in rockchips and represents a near term high-grade gold discovery opportunity.

More detail on the exploration potential of the Gundagai Project is provided in Schedule 2.

PROJECT DEVELOPMENT

The Company intends to conduct a staged exploration development plan with activity focussed initially

6 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

7 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 35. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

8 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 35. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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on the drill ready prioritised targets within the portfolio.

Upon completion of the Capital Raising, the Company expects to use its available cash funds as follows:

• (a) Assuming the Minimum Subscription of $7,000,000 is raised:

Australian Gold and Copper Limited Proposed Exploration Budget, AUD	Australian Gold and Copper Limited Proposed Exploration Budget, AUD	Australian Gold and Copper Limited Proposed Exploration Budget, AUD
Project	Year 1	Year 2	Total
Moorefield Project	730,000	1,175,000	1,905,000
Cargelligo Project	680,000	915,000	1,595,000
Gundagai Project	210,000	490,000	700,000
Total	1,620,000	2,580,000	4,200,000

• (b) Assuming the Maximum Subscription of $10,000,000 is raised

Australian Gold and Copper Limited Proposed Exploration Budget, AUD	Australian Gold and Copper Limited Proposed Exploration Budget, AUD	Australian Gold and Copper Limited Proposed Exploration Budget, AUD
Project	Year 1	Year 2	Total
Moorefield Project	1,040,000	1,680,000	2,720,000
Cargelligo Project	970,000	1,310,000	2,280,000
Gundagai Project	300,000	700,000	1,000,000
Total	2,310,000	3,690,000	6,000,000

Uses of funds	Minimum Subscription	**Maximum Subscription **
Exploration (2 years)	4,200,000	$6,000,000
Operating expenses	590,000	$900,000
Working capital1	1,394,000	$2,100,000
Costs of the Offer - fundraising	$420,000	$600,000
Costs of the Offer – legal, accounting, other support services	$396,000	$400,000
Total uses of funds	A$7,000,000	A$10,000,000

Notes:1. This includes administration cost of running the business, including salaries to staff, rent and costs associated with services obtained by the Company.

The above tables are a statement of current intentions as at the date of this Notice. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

11.6 AGC Board and Company Secretary

Glen Diemar – Managing Director

Glen has spent his career in all sectors of the mining and exploration industry with focus in NSW mineral systems and early stage discoveries. Previous roles in Indonesia, Kyrgyzstan, South Australia and most recently was CEO of successful private explorer, New South Resources PL and was responsible for identifying and developing the projects vended into AGC. He holds a Masters of Economic Geology and is a member of the AIG.

Glen Diemar is also a Director of private company, New South Resources Pty Ltd.

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David Richardson – Chairman

Mr David Richardson is an experienced international Executive and has worked in strategic partnerships, international business development and fund-raising in the Asia-Pacific region for over 25 years. He has lived and worked in Asia extensively, speaks fluent Japanese and is a founding board member of the Telethon Adventurers charity for childhood cancer research.

David holds a Masters of Business Administration from the University of Southern California in Los Angeles and undertook post graduate Japanese studies at Keio University in Tokyo.

David is the Executive Chairman of Magmatic.

Ranko Matic – Non-Executive Director

Ranko is a Chartered Accountant with over 30 years’ experience in the areas of financial and executive management, accounting, audit, business and corporate advisory. He has provided services to a large number of mining and exploration companies. Ranko has acted as Director, Company Secretary and CFO for both public and private companies, with a particular focus on the resources ASX-listed market. Through these positions Ranko has been involved in an advisory capacity to over 40 initial public offerings and other re-capitalisations and re-listings of ASX companies in the last 20 years. Ranko holds a Bachelor of Business and is a member of the Institute of Chartered Accountants in Australia and New Zealand.

Ranko is a non-executive Director of Argosy Minerals Ltd (ASX:AGY) and East Energy Resources Ltd (ASX:EER)

Andrea Betti – Company Secretary and CFO

Andrea is an accounting and corporate governance professional with over 20 years experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for companies in the private and publicly listed sectors, as well as senior executive roles in the banking and finance industry. Andrea is a member of the Institute of Chartered Accountants in Australia and New Zealand and an associate member of the Governance Institute of Australia. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies. She has a Bachelor of Commerce, Graduate Diploma in Corporate Governance, Graduate Diploma in Applied Finance and Investment and a Masters of Business Administration.

As at the date of this Explanatory Memorandum and other than as set out in this Explanatory Memorandum, no AGC director has, or has held at any time during the last two (2) years, an interest in:

• (a) the formation or promotion of AGC;

• (b) property acquired or proposed to be acquired by the body in connection with:

• (1) its formation or promotion; or

• (2) the offer of the securities.

11.7 Remuneration of AGC Directors

Set out below is the initial remuneration which will be payable by AGC to each AGC Director.

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Name	Remuneration (excl superannuation)	Commencement Date
Glen Diemar	$240,000 per annum (ex super)	On admission to Official List of ASX
David Richardson	$120,000 per annum	On admission to Official List of ASX
Ranko Matic	$60,000 per annum	On admission to Official List of ASX

11.8 Risk Factors in Holding AGC Shares

The AGC Shares to be distributed under the In-Specie Distribution should be considered speculative because of the nature of the business activities of AGC, particularly that of mineral exploration. Whilst the Directors recommend the Proposed Transaction, potential investors should consider whether the AGC Shares offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out below. This list is not exhaustive and potential investors should read the Notice in its entirety and if in any doubt consult their professional advisor.

11.9 Risks Specific to AGC and its Projects

AGC’s exploration projects represent the main business activity and focus of AGC. Risks specific to these projects and AGC’s circumstances include the following:

(a) Demerger Approval Risk

MAG has convened a meeting of its shareholders on 18 December 2020 to seek approval for the Demerger. The Offer is subject to obtainment of the Demerger Approval.

No assurance can be given that the Demerger Approval will be obtained.

• (b) ATO Ruling Risk

MAG will seek a ruling from the ATO in respect of the intended distribution of 24,043,791 Shares to Existing Magmatic Shareholders. There is no guarantee or assurance that MAG will be successful in obtaining the tax ruling sought. In the event that the Demerger Relief is not obtained, there is a risk that a tax liability may arise for Shareholders in respect of the AGC Shares once the In-Specie Distribution takes place. Further information in this regard is contained in Section 10.19.

• (c) Ministerial Approval Risk

Ministerial Approval is required for the transfer of the MR Tenements and the NSR Tenements. In addition, approval of the Minister is needed where there is a change in effective control of the licence holder. The NSR Tenements will be subject to a change in effective control of the licence holder, but this is dealt with through the Ministerial Approval process. In the event that Ministerial Approval is not obtained, AGC will not acquire a 100% interest in the Tenements

There is no guarantee that such Ministerial Approval will be obtained.

• (d) Exploration and evaluation risk

The future value of the Company will depend on its ability to find and develop resources that are economically recoverable within AGC’s licences. Mineral exploration and development is inherently highly speculative and involves a significant degree of

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risk. There is no guarantee that it will be economic to extract these resources or that there will be commercial opportunities available to monetise these resources. The circumstances in which a mineral deposit becomes or remains commercially viable depends on a number of factors. These include the particular attributes of the deposit, such as size, concentration and proximity to infrastructure as well as external factors such as supply and demand. This, along with other factors such as maintaining title to tenements and consents, successfully design construction, commissioning and operating of projects and processing facilities may result in projects not being developed, or operations becoming unprofitable.

(e) No history of production

AGC’s properties are exploration stage only. The Company has never had any direct material interest in mineral producing properties. There is no assurance that commercial quantities of gold will be discovered at any of the properties of the Company or any future properties, nor is there any assurance that the exploration or development programs of the Company thereon will yield any positive results.

(f) Permit risks

The rights to mineral permits carry with them various obligations which the holder is required to comply with in order to ensure the continued good standing of the permit and, specifically, obligations in regard to minimum expenditure levels and responsibilities in respect of the environment and safety. Failure to observe these requirements could prejudice the right to maintain title to a given area and result in government action to forfeit a permit or permits.

There is no guarantee that current or future exploration permit applications or existing permit renewals will be granted, that they will be granted without undue delay, or that the Company can economically comply with any conditions imposed on any granted exploration permits.

(g) Changes in commodity price

The Company’s possible future revenues may be derived mainly from gold and/or from royalties gained from potential joint ventures or other arrangements.

Consequently, the Company’s potential future earnings will likely be closely related to the price of gold.

(h) Land access risk

Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective permits is a competitive business, in which proprietary knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential.

Access to land for exploration purposes can be affected by small non-mechanised mining operations or land ownership, including registered and unregistered land interests and regulatory requirements within the jurisdiction where the Company operates.

(i) Reliance on Key Personnel

Whilst the Company has just a few executives and senior personnel, its progress in pursuing its exploration and evaluation programmes within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of existing key personnel or a failure to secure and retain additional key personnel as the Company’s exploration programme develops. The resulting impact from such loss would be dependent upon the quality and timing of the employee’s replacement.

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Although the key personnel of the Company have a considerable amount of experience and have previously been successful in their pursuits of acquiring, exploring and evaluating mineral projects, there is no guarantee or assurance that they will be successful in their objectives pursuant to this Prospectus.

11.10 AGC Financial Information

Set out below is the audited Historical and audited Pro-forma Statement of Financial Position of AGC as at 30 June 2020:

	Audited 30 June 2020 $	Pro-forma Adjustments	Audited Pro- formal Balance
Current Assets Cash and cash equivalents	0.01	470,000	470,000
Total Current Assets	0.01	470,000	470,000
Non-Current Assets Security Bonds Exploration assets	- -	30,000 6,000,000	30,000 6,000,000
Total Non-Current Assets	-	6,030,000	6,030,000
Total Assets	0.01	6,500,000	6,500,000
Current Liabilities Trade and Other Payables Short Term Loan from MAG	7,000 -	- 500,000	7,000 500,000
Total Liabilities	7,000	500,000	507,000
Net Assets	(6,999.99)	6,000,000	5,993,000
Equity Issued Capital Accumulated Losses	0.01 (7,000)	6,000,000 -	6,000,000 (7,000)
Total Equity	(6,999.99)	6,000,000	5,993,000

Adjustments

• the Company provides a loan of $500,000 to AGC to cover all pre-IPO costs.

• the Company transfers the two tenements to AGC for the issue of 29,999,999 shares in AGC at a deemed issued price of $0.20.

• the Company transfers $30,000 in security bonds for the two tenements being transferred to AGC pays cash to Magmatic for them.

The above figures are indicative estimates and are subject to change.

11.11 Material Contracts

AGC is a party to the following material contracts:

(a) Implementation Deed

The Company and AGC entered into an Implementation Deed dated 10 November 2020 which deals with certain commercial, legal and transitional issues arising in connection with the legal separation of Magmatic and AGC.

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The parties have entered into the Implementation Deed to assemble AGC’s business under the ownership of AGC and separate AGC from the Company, through a distribution of AGC Shares to Eligible Shareholders.

The parties have agreed to implement the steps required for the Separation by Demerger on the following material conditions:

• (1) The Separation by Demerger being approved by Shareholders (the subject of Resolution 5);

• (2) No legal restraint or prohibition preventing the Separation by Demerger being implemented;

• (3) All regulatory approvals being obtained by both parties;

• (4) Both parties must effect all necessary obligations for ASX to approve the admission of AGC to the Official List;

• (5) AGC must ensure that the AGC Shares that Shareholders receive under the Inspecie Distribution are entered into AGC’s share register; and

• (6) AGC must confirm all holdings of AGC Shares in the form of uncertificated holding statements, transaction confirmations or equivalent documentation.

The key terms of the Implementation Deed are as follows:

• (1) Separation Principle

The fundamental Demerger principle of the separation of AGC from Magmatic is that, following the Demerger, as between AGC, on the one hand, and Magmatic on the other:

• AGC will have:

• the entire economic and commercial benefit (including all profits) of the business relating to the Moorefield Project on and from the Restructure Date;

• the entire economic and commercial risk and liabilities of the business relating to the Moorefield Project as if AGC had owned and operated the Moorefield Project as a standalone at all relevant times;

• none of the economic or commercial benefit of the remaining business of Magmatic on and from the Restructure Date;

• none of the economic or commercial risk or liabilities of the remaining business of Magmatic whenever arising; and

• Magmatic will have:

• the entire economic and commercial benefit (including all profits) of the business carried on by Magmatic (excluding the Moorefield Project) ( Remaining Magmatic Projects ) on and from the Restructure Date;

• the entire economic and commercial risk and liabilities of Remaining Magmatic Projects;

• none of the economic or commercial benefit of the business relating to the Moorefield Project on and from the Restructure Date; and

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• none of the economic or commercial risk or liabilities of the business relating to the Moorefield Project whenever arising.

• (2) No Claims

Consistent with the Demerger Separation Principle, AGC and Magmatic acknowledge that once the Demerger is complete, AGC will not have any rights against Magmatic, and Magmatic will not have any rights against AGC, except in specified circumstances.

• (3) Termination

The parties may terminate the Implementation Deed by giving one months’, whereby each party will be released from their obligations and liabilities under the Implementation Deed.

• (4) Intellectual Property

Except as permitted under the Services Agreement, Magmatic must cease to use any intellectual property relating to the Moorefield Project and the name and AGC must cease to use any intellectual property rights owned by Magmatic.

• (5) Assignment

Rights arising out of or under the Implementation Deed cannot be assigned, novated or otherwise transferred by a party without the prior written consent of the other party.

• (6) Tax assistance

AGC and Magmatic will assist each other in relation to the preparation of their respective tax returns and in the event of any tax audit by a relevant authority. The Implementation Deed also contains provisions as to the handling of any tax claims.

• (7) Tax consolidation

AGC and Magmatic will, prior to the effective date of the Demerger, do all things necessary to comply with the Magmatic tax sharing agreements relating to the Magmatic tax consolidated group in respect of their exit from that tax consolidated group.

The Implementation Deed is otherwise on terms and conditions considered standard for agreements of this nature.

• (b) Loan Deed

On 5 November 2020, the Company entered into a loan arrangement with AGC, a related party of the Company, under which AGC has received funds from the Company for the payment of pre-IPO costs, up to a maximum of $500,000 ( Loan Deed ). On entry into the Loan Deed, AGC acknowledged that it had also already received funds towards payment of pre-IPO costs prior to the date of the Loan Deed ( Existing Debt ). Where AGC receives actual proceeds from completion of the Capital Raising, it must repay the aggregate amount of the Existing Debt and all other drawings that have been made to date. Interest is payable on the Existing Debt and all drawings made to date and is calculated and accrues at a rate of 1% per annum.

The Loan Deed otherwise included customary provisions for loan arrangements of this nature and the funds received under the Loan Deed have been used for the agreed purpose, to pay

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AGC’s pre-IPO costs to facilitate the Capital Raising. The Board has determined that the arrangement is on arm’s length commercial terms for the purposes of section 210 of the Corporations Act and as such, member approval of the transaction was not required.

(c) MR Sale Agreement

On 10 November 2020, the Company entered into a Transfer Deed with Modelling Resources Pty Ltd to transfer the MR Tenements.

As consideration for the transfer of the MR Tenements, AGC must issue 29,999,999 AGC Shares at the direction of MR to Magmatic.

Among other matters, MR provides warranties that the Tenements are in good standing, that there are no unremedied breaches of the terms of the Tenements and that no enforcement notices have been issued under any environmental law.

Magmatic must apply for ministerial approval for the transfer of the MR Tenements, and on receiving that ministerial approval will transfer the MR Tenements to AGC free of all encumbrances. On the successful transfer must replace any financial security given by Magmatic in respect of the MR tenements.

If the relevant minister does not give the required ministerial approval for the transfer by 31 January 2021, the agreement will terminate.

(d) NSR Sale Agreement

On 10 November 2020, the Company entered into a sale agreement with New South Resources Pty Ltd to purchase the NSR Tenements.

The key terms of the NSR Sale Agreement are as follows:

• (1) Consideration

As consideration for the transfer of the NSR Tenements, AGC must issue 20,000,000 AGC Shares to NSR.

(2) Conditions Precedent

The Sale and Purchase Agreement is conditional upon a number of standard conditions including but not limited to:

(i) the Minister approving the transfer of the NSR Tenements to AGC in accordance with the Resources Act; (ii) AGC undertaking due diligence in respect of the NSR Tenements and NSR undertaking due diligence in respect of AGC and the NSR Tenements; (iii) NSR obtaining shareholder approval for the NSR Distribution; (iv) Magmatic receiving the necessary shareholder approvals to carry out the In-specie Distribution; and (v) the successful completion of the Offer.

The conditions precedent must be satisfied on or before 31 January 2021, or as otherwise agreed. Completion occurs on the day that is three business days after the final condition precedent, which must be the approval of the Minister to the transfer, is satisfied.

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• (3) Conduct Pending Completion

NSR is required to continue to operate the NSR tenements in the ordinary course and in accordance with good operating practice between signing of the NSR Sale Agreement and completion under that agreement.

(4) Warranties

Amongst other matters, NSR provides warranties that the Tenements are in good standing, that there are no unremedied breaches of the terms of the Tenements and that no enforcement notices have been issued under any environmental law.

From completion under the NSR Sale Agreement until the successful transfer of the NSR Tenements to AGC, AGC may occupy, use and conduct activities under the NSR Tenements at its sole risk, as if it were registered as the holder of the NSR Tenements. However, AGC accordingly releases and discharges NSR from and agrees that the NSR is not liable for liabilities arising from or incurred in connection with:

• (1) the standing of the NSR Tenements or any environmental authorisation;

• (2) damage to the NSR Tenements, injury or death; and

• (3) anything AGC is permitted or required to do under this occupation/use etc.,

except to the extent caused or contributed to by the negligent act or omission or wilful misconduct of NSR. AGC also indemnifies NSR against all liabilities in relation to the NSR Tenements and the acts or omissions of AGC in relation to the occupation/use, except to the extent caused or contributed to by the negligent act or omission or wilful misconduct of NSR.

• (e) Managing Directors Agreement – Glen Diemar

Mr Diemar has entered into a services agreement with the Company dated 5 November 2020 for appointment as the Company’s managing director and chief executive officer.

Under the agreement, Mr Diemar is entitled to base remuneration of AU$240,000 per annum (excluding GST and superannuation). The agreement is subject to annual review commencing the financial year following listing on the ASX.

Mr Diemar will be issued 3,000,000 Options under the terms of the Agreement..

Under the agreement, Mr Diemar will carry out the duties normally required of a Chief Executive Officer and Managing Director of an ASX listed resources company, including the specific duties prescribed which are standard for a CEO and MD of a listed company like AGC.

There are various limitations on Mr Diemar engagement, most notably Mr Diemar must not act in in conflict with AGC’s best interests or be engaged in any business or employment other than for AGC without AGC’s prior approval (excluding his current duties with NSR), although Mr Diemar may hold securities in a listed corporation up to 5% of the class of the security.

Mr Diemar is also entitled to reimbursement of certain travel and other expenses.

AGC may terminate Mr Diemar’s employment by:

• (1) giving 3 months’ notice in writing; or

• (2) giving to Mr Diemar 3 months’ notice in writing if Mr Diemar is unable to perform the duties required under the agreementfor a total of 13 weeks in any 52 consecutive weeks.

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AGC may terminate Mr Diemar’s employment without notice as a result of, among other things:

• (3) serious misconduct and wilful neglect in the discharge of the duties required under the agreement;

• (4) serious or persistent breach of any provision of the agreement; or

• (5) Mr Diemar being convicted of a criminal offence which may bring AGC into disrepute.

Mr Diemar may terminate the agreement by giving 3 months’ notice in writing or such shorter notice as agreed upon.

Mr Diemar will have the benefit of AGC’s directors and officers’ insurance.

• (f) Corporate Services Agreement with Consilium Corporate Pty Ltd (Consilium CSA);

Consilium Corporate Pty Ltd ( Consilium ) has entered into a corporate services agreement ( Consilium CSA ) with AGC dated 29 October 2020, under which Consolium has agreed, to act as company secretary and chief financial officer and to provide pre-IPO corporate services to AGC.

Under the Consilium CSA, Consilium agrees to provide corporate services to AGC that are standard for a company secretary and chief financial officer of an ASX listed company. Consilium provides the services as an independent contractor and not as an employee of AGC.

The services contemplated by the Consilium CSA commenced on 22 October 2020.

The Consilium CSA may be terminated by either party giving 3 months written notice to the other. Termination does not release either party from any obligations that accrued prior to termination or the operation of the clauses of the Consilium CSA.

Prior to the IPO of GCA, Consilium will charge AGC an hourly rate of $175.00 per hour. Upon completion of the IPO, Consilium will charge a monthly rate of $8,000 (plus GST), with a review of the fee amount 6 months after listing.

AGC shall reimburse all out of pocket expenses incurred by Consilium in carrying out the services contemplated under the Consilium CSA. These costs include communications, couriers, travel and accommodation incurred in the conduct of AGC’s business.

Except as authorised in writing by AGC or as required to fulfil the services contemplated by the Consilium CSA, Consilium and its employees and agents shall not divulge to any person or company whatsoever any confidential information which may come to its knowledge and shall keep with complete secrecy all confidential information entrusted to it.

AGC has agreed to unconditionally indemnify Consilium, its officers, employees and agents against any Losses (as that term is defined in the Consilium CSA) which they may suffer in connection with the arrangements contemplated in the Consilium CSA.

AGC agrees to enter into a Deed of Access, Indemnity and Insurance on standard terms with the nominated officer of Consilium.

(g) Transitional Services Agreement

Magmatic has entered into an agreement with AGC dated 10 November 2020 pursuant to which Magmatic will allow AGC to use certain agreed administrative facilities and equipment together with other safety and exploration services on an ongoing non-exclusive basis.

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AGC will pay for access to these services and facilities per an agreed schedule of rates, which may be varied from time to time by written mutual agreement. Magmatic will invoice AGC monthly.

Either party may terminate the agreement at any time by providing prior written notice and may do so immediately in any circumstance of serious failure or breach. It is expected that the transitional period will be for 24 months unless terminated earlier.

(h) Lead Manager Mandate

AGC has entered into an agreement (dated 20 October 2020 as varied) with Taylor Collison Limited pursuant to which Taylor Collison Limited ( Lead Manager ) has been appointed to act as lead manager and bookrunner for the Capital Raising.

AGC reserves the right to manage aspects of the IPO Offer alone or with the assistance of other brokers.

AGC has agreed to pay the Lead Manager:

• (1) a fee of 2% of the total amount raised under the IPO Offer to be paid on the issue or transfer of any shares in AGC ( Management Fee ); and

• (2) a fee of 4% of the proceeds of the IPO Offer to be paid only on the issue or transfer of shares in AGC ( Capital Raising Fee ).

In addition, at the time of settlement of the IPO, AGC agrees to issue the Lead Manager or its nominee 2,500,000 options, priced at a 50% premium to the offer price with an expiry date of 3 years after issue.

The Lead Manager is responsible for paying any fees to be paid to other participating brokers.

The Lead Manager Agreement contains a withdrawal fee, under which if during the term of the agreement or 180 days after its termination (where that termination was not relating to a breach by the Lead Manager) if AGC undertakes any alternative form or equity or hybrid capital raising or desists from actively pursuing the Capital Raising (other than in the case of AGC determining the Capital Raising will not be completed because of changes market conditions), AGC must pay to the Lead Manager a withdrawal fee. This fee will be an amount of $15,000 per month (or part thereof) since commencement of the Lead Manager Agreement.

The Lead Manager Agreement also contains a tail fee, under which if AGC terminates the Lead Manager Agreement and within 12 months of the termination any equity capital raising is completed that includes the participation of a party whom the Lead Manager had introduced to AGC during their engagement and provided sufficient information to facilitate the procurement of equity capital proceeds from that party, AGC will pay to the Lead Manager a fee of 4% of any and all funds raised from such parties.

The Lead Manager Agreement also contains a first right of refusal, under which, subject to completion of the IPO Offer, if within 12 months from the date of allotment of IPO shares, if AGC determines that it wishes to undertake any subsequent capital raisings, AGC agrees to appoint the Lead Manager as a Lead Manager or Joint Lead Manager on terms no less favourable than as are set out in the Lead Manager Agreement.

Either AGC or the Lead Manager may terminate the Lead Manager Agreement with or without cause, by giving 7 days written notice to the other party. Unless otherwise terminated by either party, the Lead Manager Agreement will automatically terminate on 31 March 2021 (unless otherwise extended on agreement in writing by both parties).

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11.12 Substantial Shareholders

As at the date of this Explanatory Memorandum, AGC is a wholly owned subsidiary of the Company. Based on the information known as at the date of this Explanatory Memorandum, the following persons will have a voting power of 5% or more in AGC as a result of the Proposed Transaction, including the acquisition of NSR and MR Tenements and Capital Raising:

Shareholder	AGC Shares*	% Holding assuming Minimum Subscription under the Offer*	% Holding assuming Maximum Subscription under the Offer*
Magmatic Resources Limited	5,956,200	7.01%	5.96%
Bilingual Software Pty Ltd and D & R Richardson	5,894,804	6.94%	5.89%
Snowmist Pty Ltd	4,436,246	5.22%	4.44%

11.13 Rights and Obligations Attaching to AGC Shares

As a part of preparing the AGC Shares to be quoted on the Official List, AGC’s constitution ( AGC Constitution ) has been or will be amended in order to meet requirements under Listing Rules. The AGC Constitution will be of the kind usually adopted by a public company, with certain provisions taking effect once (and for so long as) AGC is listed on the ASX.

A summary of the rights attaching to AGC Shares under the AGC Constitution is set out below. The summary is qualified by the full terms of the AGC Constitution (copies of the AGC Constitution may be inspected at the registered office of AGC during normal business hours by appointment with the Company secretary). These rights and liabilities can involve complex questions of law arising from an interaction of the AGC Constitution with statutory, ASX Listing Rules and common law requirements. This summary is not intended to be exhaustive.

The following is a summary of the principal rights which will attach to AGC Shares.

(a) Voting

Every holder of AGC Shares present in person or by proxy, attorney or representative at a meeting of AGC Shareholders has one vote on a vote taken by a show of hands or by proxy, attorney or representative has one vote for every AGC Share held by him or her. At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is effectively demanded and the demand is not withdrawn.

(b) Dividends

Dividends are payable out of AGC’s profits and are declared by the AGC Directors. AGC Shareholders are entitled to dividends as a result of their ownership of their AGC Shares in accordance with the AGC Constitution and subject to AGC’s dividend policy.

(c) Transfer of AGC Shares

A AGC Shareholder may transfer AGC Shares by a market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the

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Corporations Act for the purpose of facilitating dealings in AGC Shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the AGC directors.

The AGC directors may refuse to register any transfer of AGC Shares, where AGC is permitted or required to do so by the Listing Rules or the ASX Settlement Operating Rules or a Restriction Agreement.

(d) Meetings and notice

Each AGC Shareholder is entitled to receive notice of and to attend general meetings for AGC and to receive all notices, accounts and other documents required to be sent to AGC Shareholders under AGC Constitution, the Corporations Act or the Listing Rules.

(e) Liquidation rights

AGC has only issued one class of shares, which all rank equally in the event of liquidation. Once all the liabilities of AGC are satisfied, a liquidator may, with the authority of a special resolution of AGC Shareholders divide among the AGC Shareholders the whole or any part of the remaining assets of AGC. The liquidator can with the sanction of a special resolution of AGC Shareholders vest the whole or any part of the assets in trust for the benefit of AGC Shareholders as the liquidator thinks fit, but no AGC Shareholder can be compelled to accept any AGC Shares or other securities in respect of which there is any liability.

(f) Alteration to the AGC Constitution

AGC Constitution may only be amended by a special resolution passed by at least 75% of AGC Shareholders present and voting at the general meeting. At least 28 days’ written notice is required, specifying the intention to propose the resolution as a special resolution must be given.

(g) Directors – appointment and removal

At the first annual general meeting, all directors shall retire from office, and at subsequent annual general meetings, one third of the directors, or if their number is not a multiple of three, then the greater of one or the number nearest to but not exceeding one-third, shall retire.

A retiring director is eligible for re-election. The directors may appoint a director either in addition to existing directors or to fill a casual vacancy, who then holds office until the next annual general meeting. AGC Shareholders may elect a person as a Director by resolution passed at a general meeting.

(h) Directors – fees and remuneration

The remuneration of the Directors is determined by the Board and must not include a commission on or percentage of operating revenue. The total amount of Director’s fees payable by AGC to non-executive Directors must not exceed the maximum amount determined by shareholders at a general meeting.

(i) Sale of Non-Marketable Holdings

AGC may take steps in respect of non-marketable holdings of Shares in AGC to effect an orderly sale of those Shares in the event that holders do not take steps to retain their holdings.

AGC may only take steps to eliminate non-marketable holdings in accordance with the AGC Constitution and the ASX Listing Rules.

For more particular details of the rights attaching to Shares in AGC, investors should refer to the AGC Constitution.

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(j) Listing Rules

If AGC is admitted to the Official List, then despite anything in AGC Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in AGC Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a provision the constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution is deemed not to contain that provision to the extent of the inconsistency.

12. Resolution 6: Disposal of Major Asset

Listing Rule 11.4 provides that an entity must not dispose of a major asset if at the time of the disposal it is aware that the person acquiring the asset intends to issue or offer the securities with a view to becoming listed. This rule does not apply if, amongst other things, the holders of ordinary securities in the entity approve of the disposal.

AGC is currently a wholly owned subsidiary of the Company. The Proposed Transaction is conditional upon AGC being admitted to the Official List of ASX and, for that reason, Shareholder approval is sought for the purposes of Listing Rule 11.4.

For more information on the Proposed Transaction, please refer to section 10 of this Explanatory Memorandum.

The Company is proposing, subject to shareholder approval, to demerge its Moorefield Gold Project, by transferring the MR Tenements to AGC in exchange for the AGC Consideration Shares; and undertake a capital reduction and in-specie distribution of 80.146% of the AGC shares that the Company will hold as a result of the transfer of the MR Tenements ( Magmatic Demerger Transaction ). For completeness and as set out section 10.1, contemporaneously with the MR Demerger Transaction, AGC also proposes to acquire the NSR Tenements from NSR in exchange for the NSR Consideration Shares and NSR will undertake an in-specie capital reduction of 80.146% of the AGC Shares that the NSR will hold as a result of the transfer of the NSR Tenements.

Under Listing Rules 11.4 and 11.4.1,a listed company can only spin out a major asset if:

• (a) the securities in the spin-out vehicle (other than those being retained by the company) are being offered, issued or transferred pro rata to the holders of the ordinary shares in the company, or in another way that, in ASX’s opinion is fair in all the circumstances; or

• (b) the company’s shareholders approve the spin-out.

The Magmatic Demerger Transaction is regarded as a spin-out of a major asset for these purposes and paragraph (a) above may not apply, so it is a requirement for the Magmatic Demerger Transaction to proceed that the Company’s shareholders approve the Magmatic Demerger Transaction under paragraph (b) above.

Resolution 6 seeks the required shareholder approval to the Magmatic Demerger Transaction under and for the purposes of Listing Rule 11.4.1(b)

If Shareholder Approval is received pursuant to Resolution 6, then subject to the satisfaction of the Transaction Conditions, the Company will be permitted to proceed with the Magmatic Demerger Transaction involving the disposal of the MR Tenements to AGC and progress the Proposed Transaction, including the proposed listing of AGC Shares on the ASX.

If Shareholder Approval is not received, the Company will not be able to proceed with the Magmatic Demerger Transaction and will be prohibited from transferring the MR Tenements to AGC and

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completing the Proposed Transaction. Shareholders will not receive shares in AGC and the MR Tenements will remain with Magmatic.

13. Resolution 7: Approval of 10% placement capacity

13.1 General

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 securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (10% Placement Capacity).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 7 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 7 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 7 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

13.2 Information on 10% Placement Capacity

(a) Quoted securities

Any Equity Securities issued under the 10% placement capacity must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.

As at the date of this Notice, the Company currently has two classes of Equity Securities quoted on ASX, being Ordinary Shares (ASX Code: MAG) and Listed Option (ASX Code: MAGOA).

(b) Formula for 10% placement capacity

If this Resolution 7 is passed, the Company may issue or agree to issue, during the 12 month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula.

Additional Placement Capacity = (A x D) – E

A = the number of fully-paid ordinary securities on issue at the commencement of the Relevant Period:

• plus the number of fully-paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17;

• plus the number of fully-paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

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• the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• plus the number of fully-paid ordinary securities issued in the Relevant Period under an agreement to issue securities within rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the Relevant Period; or

• the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• plus the number of fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4;

• plus the number of partly-paid ordinary securities that became fully-paid in the Relevant Period;

• less the number of fully-paid ordinary securities cancelled in the Relevant Period;

• D = 10%; and

• 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 Shareholders under Listing Rule 7.4.

13.3 Listing Rule requirements

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:

(a) Period for which the 10% placement capacity is valid

The 10% placement capacity will commence on the date of the Meeting at which the Shareholder approval is obtained and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting (i.e. 18 December 2020), presuming Shareholder approval is obtained;

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price at which equity securities may be issued

Any Equity Securities issued under the 10% placement capacity will be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that 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 Section 10.1(b)(i), the date on which the Equity Securities are issued.

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(c) Use of funds raised under 10% placement capacity

The Company intends to use funds raised from issues of Equity Securities under the 10% placement capacity for:

• (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);

• (ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);

• (iii) the development of the Company’s current business; and

• (iv) general working capital.

(d) Risk of voting dilution

If Resolution 7 is passed and the Company issues securities under the 10% placement capacity, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

• (i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date Shareholder approval is obtained for this Resolution; and

• (ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date.

The table below shows the potential dilution of existing Shareholders following the issue of Equity Securities under the 10% placement capacity (based on the formula set out above) using difference variables for the number of issued Ordinary Shares and the market price of Ordinary Shares. The table below is calculated using the closing market price of Shares and the number of Equity Securities on issue as at 22 October 2020.

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

			Dilution	Dilution
Number of Shares on Issue (Variable A in ASX Listing Rule 7.1A2)		Shares issued – 10% voting dilution		Issue Price
			$0.1025	$0.2050	$0.3075
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	173,115,298 Shares	17,311,529Shares	$1,774,432	$3,548,864	$5,323,295
50% increase	259,672,947 Shares	25,967,294Shares	$2,661,648	$5,323,295	$7,984,943
100% increase	346,230,596 Shares	34,623,059Shares	$3,548,864	$7,097,727	$10,646,591

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

The table above uses the following assumptions:

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• (ii) There are currently 173,115,298 existing Shares on issue as at the date of this Notice of Meeting.

• (iii) The issue price set out above is the closing price of the Shares on the ASX on 22 October 2020.

• (iv) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

• (v) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

• (vii) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (viii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.

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

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

Shareholders should note that there is a risk that:

• (1) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (2) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation under the 10% Placement Capacity

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

• (1) the purpose of the issue;

• (2) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

• (4) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (5) prevailing market conditions; and

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

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(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 29 November 2019 ( Previous Approval ).

The Company has issued 15,348,900 Shares pursuant to the Previous Approval. These Shares were issued as part of a placement on 20 February 2020.

During the 12 month period preceding the date of the Annual General Meeting, being on and from 29 November 2019, the Company otherwise issued a total of 19,915,730 Shares which represents approximately 8.75% of the total diluted number of Equity Securities on issue in the Company on 29 November 2019, which was 227,522,322.

Further details of the issues of Equity Securities by the Company during the 12-month period preceding the date of the Meeting are set out in Schedule 4.

13.4 Voting Exclusion

A voting exclusion statement is included in this Notice of Meeting. As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution.

14. Resolution 8: Adoption of New Constitution

14.1 General

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by a special resolution of its shareholders.

The Company’s current Constitution was adopted by the Company in May 2017 and has not been comprehensively reviewed or materially amended since then.

The Company has conducted a review of its existing Constitution to bring it into line with current law and market practice and to ensure it reflects the amendments to the Listing Rules and other applicable laws and rules since the current Constitution was adopted on in 2017. As the changes introduced affect provisions in the current Constitution, the Board has determined that it is more appropriate that a new Constitution ( Proposed Constitution ) be adopted, rather than amending the current Constitution. The Board also considers this a good opportunity to modernise and simplify some of the existing language in the Constitution. In accordance with the Listing Rules, the Proposed Constitution has been approved by ASX.

A summary of the material differences between the existing Constitution and the Proposed Constitution are set out below.

Resolution 8 is a Special Resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote.

The Board recommends that Shareholders vote in favour of Resolution 8.

The Chair intends to vote all available proxies in favour of Resolution 8.

14.2 Summary of Material Differences between the existing Constitution and the Proposed Constitution

The Proposed Constitution is broadly consistent with the provisions of the Company’s current Constitution. Many of the changes are administrative or minor in nature and the Directors believe that the amendments will not have a material impact on Shareholders.

It is not practicable to list all of the differences between the existing Constitution and the Proposed Constitution, and the Directors encourage Shareholders to review the Proposed Constitution in detail

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before deciding how to vote on the Resolution. Set out below is a summary of the material differences between the existing Constitution and the Proposed Constitution:

Material Change	Summary
Section 2.4	This section allows electronic execution of documents referred to throughout the Constitution).
Sections 22, 24, 26 and 28	These sections facilitate virtual and hybrid meetings
Section 82	This reflects the language of new ASX Listing Rule 15.12 regarding restricted securities

14.3 Copies of the Proposed Constitution

A copy of the Proposed Constitution is available for review by Shareholders at the registered office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request by the Company Secretary by email to tony.walsh@magmaticresources.com. Shareholders are encouraged to contact the Company if they have any concerns or queries.

14.4 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Memorandum, the Directors consider Resolution 8 to be in the interests of the Shareholders and unanimously recommend that Shareholders adopt the Proposed Constitution by voting in favour of Resolution 8.

The Chair intends to vote all available proxies in favour of Resolution 8.

15. General Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolution(s) are set out in the Explanatory Memorandum.

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16. Interpretation

10% Placement Capacity has the meaning given in Section 13.1.

AGC means Australian Gold and Copper Ltd ACN 633 936 526

AGC Board means the board of directors of AGC.

AGC Constitution means the constitution of AGC from time to time.

AGC Option means an option to subscribe for an AGC Share

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

AGC Shareholder a holder of the AGC Share.

Annual General Meeting means the Annual General Meeting of the Company pursuant to this Notice of Meeting.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

ATO means Australian Taxation Office.

Board means the board of directors of the Company.

Capital Raising means the offer of a minimum of 35,000,000 AGC Shares at an issue price of A$0.20 each to raise $7,000,000 and a maximum of 50,000,000 AGC Shares at an issue price of A$0.20 to raise up to A$10,000, including the priority offer of 5,000,000 to eligible Magmatic Shareholders and NSR Shareholders located in an Eligible Country..

Capital Reduction Amount has the meaning given in section 10.10.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company or Magmatic or MAG means Magmatic Resource Limited ACN 615 598 322.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 ( Cth ) as amended, varied or replaced from time to time.

Demerger Dividend has the meaning given in section 10.19.

Demerger Relief has the meaning given in section 10.19.

Director means a director of the Company.

Effective Date the date the In-specie Distribution of AGC Shares to Eligible Shareholders is effected, which is proposed to be 22 December 2020.

Eligible Country means Australia, Hong Kong, Japan, New Zealand or such other jurisdictions as the Directors consider reasonable to extend the distribution of AGC Shares.

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

• (a) is not included in the S&P/ASX 300 Index; and

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(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Eligible Shareholder a Shareholder on the In-specie Distribution Record Date with a registered address in an Eligible Country.

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

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Hartleys means Hartleys Limited (ACN 104 195 057) (AFSL 230052).

Ineligible Shareholder means a Shareholder on the Record Date with a registered address other than in an Eligible Country.

In-specie Distribution means the distribution of AGC Shares to Shareholders the subject of Resolution 5.

In-specie Distribution Record Date means 29 December 2020.

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Lead Manager Options has the meaning given in section 5.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Minister means the Minister for the time being responsible for the administration of the Resources Act.

MR means Modeling Resources Pty Ltd ACN 169 211 876.

MR Sale Agreement means an agreement between AGC and MR subject of which is the sale and purchase of MR Tenements.

MR Tenements means Exploration Licences EL 7675 and EL 8669 granted under the Resources Act.

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.

NSR means New South Resources Pty Ltd ACN 119 557 416.

NSR Consideration Shares means 20,000,000 AGC Shares at a deemed issue of $0.20.

NSR Distribution means NSR undertaking a capital reduction and an in-specie distribution to NSR shareholders of approximately 80.146% of the shares that it holds in AGC.

NSR Sale Agreement means an agreement between AGC and NSR subject of which is the sale and purchase of NSR Tenements.

NSR Shareholders means a holder of shares in NSR.

NSR Tenements means Exploration Licences EL 8955 and EL 8968 granted under the Resources Act.

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Official List means the official list of the ASX.

Option means an option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Placement has the meaning given in section 5.

Placement Shares has the meaning given in section 5.

Previous Approval has the meaning given in section 13.1((f)).

Projects means the Moorefield, Gundagai and Cargelligo projects to be held by AGC.

Proposed Constitution has the meaning given in Section 14.1 .

Proposed Transaction has the meaning given in section 10.2.

Proxy Form means the proxy form accompanying the Notice of Meeting.

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 2020.

Resolution means a resolution proposed at the Meeting.

Resources Act means the Mining Act 1992 (NSW).

Separation by Demerger has the meaning given in section 10.10.

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

Shareholder or MAG Shareholder means a holder of Shares in the Company.

Short Form Prospectus means the prospectus prepared by the Company to be issued in conjunction with this Notice of Meeting.

Special Resolution means a resolution:

• (a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and

• (b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Tax Ruling means a tax ruling from the ATO in respect of the In-Specie Distribution.

Transaction Condition means a condition to the Proposed Transaction as set out in section 10.11 or any one or more of them, as the context requires.

Any inquiries in relation to the Notice of Meeting or the Explanatory Memorandum should be directed to:

Ms Andrea Betti (Company Secretary) Phone: 08 9322 6009 Email: abetti@magmaticresources.com

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Schedule 1 – Unlisted Option Terms and Conditions

(a) Entitlement

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

(b) Exercise Price

The exercise price of each Option is 55.4 cents (Exercise Price)

(c) Expiry Date

The Options expire on 20 February 2023 ( 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) Shares Issued on Exercise

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

(g) Reconstruction of Capital

If at any time the issued share 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 Listing Rules at the time of the reconstruction.

(h) 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.

(i) Change in exercise price

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

(j) Transferability

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

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Schedule 2 – AGC Projects

The following sections contain a summary of each project.

AGC’s three gold projects will include four granted exploration licences covering approximately 1000km[2] in the Central Lachlan Fold Belt of New South Wales. The combined project portfolio offers multiple near-term discovery opportunities for ‘Fosterville-style’ orogenic gold, McPhillamys-style gold and ‘Cobar-Hera-style’ gold-polymetallic mineralisation.

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Location Plan showing AGC tenure (Resources from Phillips 2017, Newcrest 2018, CMOC 2018), Evolution 2018)

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MOOREFIELD GOLD PROJECT

Background

The Moorefield project comprises two granted exploration licences covering 481.5km2 (EL7676 ‘Moorefield’ and EL8669 ‘Derriwong’). The project includes the drill ready 15km long Boxdale - Carlisle Reefs orogenic gold trend defined by strong surface geochemical anomalism and significant existing drill results, including:

• 36m at 1.21g/t Au from 81m (MFRC017, Carlisle Reefs)[9]

• 30m at 1.60 g/t Au from 80m (MFRC013, Carlisle Reefs)[10]

• 19m @ 1.28g/t Au from 114m (BDRC001, Boxdale)[11]

• 15m @ 1.00g/t Au from 85m (BDRC003, Boxdale)[12]

Other high priority drill ready prospects, include the Pattons Prospect, considered prospective for AuCu mineralisation and characterised by several discrete magnetic features underlying a gold anomalous exhalative horizon within the Girilambone Group (multipoint rockchip anomalism over 400m, up to 6.14g/t Au).

Geological Setting

Moorefield covers part of the Parkes Terrace, a broad north-trending belt, which is part of the Girilambone Anticlinorial Zone. The Girilambone Anticlinorial Zone is bound to the southwest by the north-northwest trending Gilmore Suture. An eastern splay off the Gilmore Suture transects the project area.

The Girilambone Group consists of occasionally outcropping, multiply deformed metasediments of lower greenschist (grade) facies. Slivers of thinly bedded chert are also present within the Girilambone Group and crop out in the east of the tenement area in the hinge zones of NW-SE oriented folds. The Girilambone Group is unconformably overlain by Siluro-Devonian volcanic and sedimentary rocks of the Derriwong Group to the east and west of the tenement in the Tullamore and Murda Synclines respectively, which are prospective for stratabound base metal mineralisation. The Derriwong Group subcrops and outcrops in the north-western portion of the tenement. Volcanic units within the Derriwong Group include the Meloola Volcanics which are considered correlates of the Mineral Hill Volcanics, which host the Mineral Hill deposit 30 kilometres to the north-west of EL7675. The Derriwong Group is overlain by shallow west dipping early Devonian sediments of the Yarra-Yarra Creek Group in the Murda Syncline.

9 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

10 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

11 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 35. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

12 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 35. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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Moorefield Project, location map with RTP Magnetics and main prospects

Previous Exploration

The Boxdale mine, originally referred to as the Coronation Mine started in 1955 and the Carlisle Reef Prospect has reports of alluvial mining being carried out as early as 1894 with reef mining beginning in 1897.

Modern exploration activity has included augur and rockchip surface geochemistry, high-resolution aeromagnetic and ground magnetic surveys and limited shallow drilling.

A total of 271 auger holes have been completed along the Boxdale-Carlisle Reefs Trend at the Elswick Road, Boxdale East, Boxdale, Boxdale NW and The Dam prospects (for a total of 1,387.5m). Auger hole depths range from 3 to 15m, averaging 5.1m. The last 1.5m was sampled at auger refusal depth. At the Elswick Road gold prospect auger drilling defined a gold–arsenic auger geochemical anomaly over 1.4km in length and up to 140m wide associated with anomalous gold in rock chip results.

A total of 241 surface rock chip samples were collected at the Carlisle Reefs, L’Estrange Reef, Pattons, Golden Gulch, Elswick Road, Boxdale and The Dam prospectsHigh-grade gold in rock chips was returned from Carlisle Reefs gold prospect over 1.2km of strike, related to quartz-arsenopyritepyrite veined, quartz-sericite-carbonate altered schist. In addition, significant gold in rock chip results were returned from L’Estrange Reef gold prospect over 200-300m of strike and at Patton’s gold prospect over 400m of strike and define drill ready zones.

RC drilling was completed at both Boxdale by Gold Fields and at Carlisle Reefs by Magmatic Resources Ltd, with both programs returning significant intercepts, including:

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• 36m at 1.21g/t Au from 81m (MFRC017, Carlisle Reefs)[13]

• 30m at 1.60 g/t Au from 80m (MFRC013, Carlisle Reefs)[14]

• 19m @ 1.28g/t Au from 114m (BDRC001, Boxdale)[15]

• 15m @ 1.00g/t Au from 85m (BDRC003, Boxdale)[16]

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Carlisle Reefs – Boxdale Trend, Carlisle Reefs cross section

13 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

14 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

15 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 11. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

16 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 11. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

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Exploration Potential

The project area includes two distinct geological domains:

• (a) The Ordovician Girilambone Group consists of multiply deformed metasediments of lower grade greenschist facies. The metasediments are host to several occurrences of orogenic-style gold mineralisation

• (b) Recent reinterpretations of eastern Australian geology (Cayley 2017) indicate a possible link and similarities between the Moorefield Project area and the Bendigo Zone, host to the Fosterville Gold Deposit in the Victorian Goldfields

Silurian Derriwong Group, considered correlations of the Mineral Hill Volcanics that host the Mineral Hill gold-polymetallic deposit 30km NW of EL7675

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Depicting the tectonic evolution of the Lachlan Fold Belt, indicating the distribution of deformed Ordovician metasediments (blue) and the potential relationship between Victoria’s Bendigo Zone and the Moorefield Project area (modified from Cayley 2017)

Boxdale – Carlisle Reefs Gold-Copper Trend

The drill ready 15km long Boxdale - Carlisle Reefs orogenic gold trend within the Ordovician Girilambone Group, is defined by strong surface geochemical anomalism and significant existing drill results, including:

• 36m at 1.21g/t Au from 81m (MFRC017, Carlisle Reefs)[17]

17 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

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• 30m at 1.60 g/t Au from 80m (MFRC013, Carlisle Reefs)[18]

• 19m @ 1.28g/t Au from 114m (BDRC001, Boxdale)[19]

• 15m @ 1.00g/t Au from 85m (BDRC003, Boxdale)[20]

Pattons Gold Copper Prospect

The drill ready Pattons Prospect is considered prospective for Au-Cu mineralisation and characterised by several discrete magnetic features underlying a gold anomalous exhalative horizon within the Girilambone Group (multipoint rockchip anomalism over 400m, up to 6.14g/t Au).

Ghost Hill Gold Copper Zinc Prospect

Previously explored by Getty, Shell and Billiton primarily for base metals. Ghost hill is hosted within limestone and volcanic units of the Derriwong Group. Historic exploration defined a polymetallic (Au - Cu - Zn - Pb - Bi) magnetite skarn hosted in limestone stratigraphy, associated with a large (2.5km x 1.5km) magnetic high anomaly. Limited historical drill testing has returned anomalous gold & base metal intersections, incl: 6m @ 1.3g/t Au, 0.13% Pb, 0.15% Zn from 102m (GDDH1).

CARGELLIGO GOLD PROJECT

Background

The Cargelligo project consists of an exploration licence covering 227km2 (EL8968 ‘Cargelligo’) and is located 15km west of the town of Lake Cargelligo in NSW. The Project comprises multiple drill ready Cobar-style gold-polymetallic prospects (Au-Ag-Cu-Zn-Pb) within a 15km zone along strike from the Cobar Mining District in the southern Cobar Basin.

The drill ready prospects are characterised by coincident soil geochemistry and EM conductors identified by a recent government airborne EM Survey (Geological Survey of NSW) and untested ground EM plates, also with coincident IP prospects, drill intersections and anomalous shallow drilling geochemistry.

The drill ready Mount Boorithumble and Achilles 3 prospects t are located along strike from and considered exploration lookalikes of Aurelia Metals’ (ASX:AMI) Hera Deposit and the emerging Federation Discovery.

Geological Setting

The Cargelligo Project is hosted within the prospective Rast Trough of the Cobar Basin in the Central Lachlan Fold Belt.

The Achilles Shear is a 14km long north-south striking structure on the western side of the tenement within which the rocks are known to be mineralised and intensely altered. It is interpreted to represent the along strike continuation of the Rookery Fault system in the Cobar-Peak area being an important feature controlling mineralisation of the Cobar gold-polymetallic deposits (e.g. Hera, Peak Mines).

Previous Exploration

Geochemical surveying across the tenement in the 1970s defined broad base metal anomalism. In 1979, EZ Ltd at Mt Boorithumble drilled a 240 hole, RAB program, which defined a 2km long base

18 MAG ASX Announcement dated 17 October 2017, “Gold Mineralisation Extended at Carlisle Reefs”, page 2. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed

19 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 11. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

20 ASX Announcement dated 17 May 2017, Magmatic IPO Prospectus, page 11. The Company is not aware of any new information or data that materially affects the information included in the relevant market announcement and all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.

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metal anomalous zone with max values reaching 2400ppm Pb, 380ppm Cu, 780ppm Zn and 150ppm As in separate samples.

The RAB anomalies were drill tested by EZ with a diamond and two percussion holes in 1981 and 1982. Hole Bo-1 intercepted sheared felsic volcanics with 45m of sulphides alteration including 8m of 5-15% sulphides with encouraging gold, silver and base-metal mineralisation in the diamond hole. Best result was 3m at 0.5g/t Au, 150g/t Ag, 2% Pb, 2% Zn, 1.2% Cu from 114m within 9m at 0.5g/t Au and anomalous base metals. Mineralisation was never followed up and is open in every direction.

In the late 1990s Santa Fe Mining Ltd conducted regional BLEG, stream sediment, rock chip and roadside air-core sampling programmes. Western Plains Gold conducted regional air-core drilling across the Achilles Shear zone with maximum assays 0.15ppm Au, 80ppm Cu, 248ppm Pb, 763ppm Zn and 42ppm As, and were highly encouraged by the width, intensity and similarities to the Cobar Peak trend.

In 2012, Thomson resources aircore drilled reconnaissance east-west lines at both Achilles 3 and Mt Boorithumble. From eleven holes drilled at Achilles 3, seven holes returned over 500ppm to 3600ppm Pb over 4m samples. Mt Boorithumble aircore lines also returned anomalous base metals. A moving loop EM survey over both Achilles 3 and Mt Boorithumble produced four large, shallow, conductive EM plates but were never followed up with drilling.

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Cargelligo Project, Previous Significant Exploration on the Main
Prospects
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Cargelligo Project, RTP magnetics and main prospects
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Cargelligo Project, RTP magnetics and main prospects

Exploration Potential

The principal goal for the project is to define large tonnage shear hosted high-grade gold and polymetallic orebodies. The geological setting of the Achilles and Mt Boorithumble prospects is considered analogous to the Hera Deposit and the emerging Federation Discovery.

Achilles 2 Gold Copper Lead Zinc Prospect

Achilles 2 is characterised by a 1.6km long zone of intense quartz-sericite-pyrite alteration with strong anomalous base metals and arsenic in sheared and foliated dacitic tuff defined by shallow drilling.

PC1 and PC2 intersected quartz-rich tuffs and rhyolite. Supergene enrichment of Cu was intersected in PC2 which returned 18m @ 0.44% Cu (maximum of 0.88% Cu) from 30m, 14m @ 0.22% Pb from 16m in PC2 and was only assayed for Cu Pb and Zn.

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Recent rock chip sampling (May 2020) by New South Resources of gossanous material at the Achilles 2 gravel quarry assayed 0.31% Pb, 0.15% Cu, 175ppm Bi, 143ppm Mo, 938ppm As, and 1.4ppm Ag.

Achilles 3 Gold Copper Lead Zinc Prospect

In 2012, an east-west line of air core drilling (10 holes, 139m) tested a 300m long soil anomaly (lead values to max 598ppm) was highly encouraging, intersecting strong lead, zinc, copper anomalism, with best results in ACHAC023 of 4m at 3,600 ppm (0.4%) Pb, 1090ppm Zn and 654ppm Cu from 4m. Average hole depth was only 12m and deeper testing is required to test the anomaly in fresh rock.

A moving loop EM survey (2011) defined two large EM plates on either side of the soil anomaly. The western plate is 300m long, coincident with a subtle mag high and dips east towards a large airborne EM ( AEM ) anomaly defined by a Geological Survey of NSW AEM survey flown in 2019. Achilles 3 represents a compelling drill ready Cobar-style gold-polymetallic area of interest.

==> picture [375 x 249] intentionally omitted <==

Achilles 3: showing proposed two drill holes designed to test coincident AEM conductor, shallow ground EM conductors, and anomalous surface geochemistry

Mt Boorithumble Gold Copper Lead Zinc Prospect

Mt Boorithumble is defined by a 2.4km long, base metal soil anomaly with folded and faulted sandstones and siltstones (Preston Formation) sediments juxtaposed against felsic volcanics (Ural Volcanics). Immediate drill prospects are defined by two untested ground EM plates with overlying anomalous RAB soil geochemistry. The largest EM plate is 300m in length and coincident with a subtle mag high interpreted to be a magnetite or pyrrhotite alteration halo. This EM plate lies on the western side of a small hill, immediately on the contact of the altered and sheared sediments and the volcanics and is along strike from anomalous RAB soils to 940ppm Pb and historic drillhole Bo-1 which intersected 3m @ 2% Pb, 2% Zn, 1.2% Cu, 150g/t Ag and 0.5g/t Au from 114m within a broader anomalous envelope.

The eastern EM plate is 100m in length and lies directly beneath a strong RAB soil anomaly and a recent rockchip of gossanous sheared siltstones with quartz veining returning 16g/t Ag and 0.22g/t Au, 0.23% Pb, 641ppm Cu and 2ppm Bi.

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Regional

A 5km long, highly prospective regional prospect is the shear zone between Achilles 2 and Achilles 3. The shear zone is poorly exposed under shallow soil cover and returned anomalous Cu-Pb-Zn-As in intensely sheared volcanics in three 1km spaced aircore lines drilled in 2007 (Jones, 2007). This shear zone is considered a high priority for further exploration.

GUNDAGAI GOLD PROJECT (EL8955)

Background

The Gundagai project consists of an exploration licence covering 265km2 (EL8955 ‘Gundagai’) and comprises multiple drill ready prospects considered prospective for McPhillamys-style gold (e.g. Grandview), epithermal gold-copper (e.g. Rosehill) and large-tonnage zinc-lead-silver prospects (e.g. Bongongalong).

Gold prospects show similarities to the Late Silurian hosted McPhillamys 2.3Moz Gold Deposit (ASX:RRL). The drill ready Grandview Gold Prospect is characterised by a zone of sheared quartzsericite-carbonate-pyrite altered volcaniclastics returning up to 35g/t Au in composite rockchips and represents a near term high-grade gold discovery opportunity.

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Gundagai Project, location plan

Geological Setting

The Gundagai project straddles the mafic volcanics of the Ordovician Jindalee Group with deformed serpentinites, early to late Silurian sediments and intermediate volcanics. Main Ridge is a 4km trend of sheared, gold-bearing, sediments, analogous to the Silurian rocks of AGC’s Grandview prospect. Mineralisation at Grandview is thought to be late Silurian in age with gold up to 35g/t in composite rockchips being associated with disseminated and structurally hosted pyrite, similar to the McPhillamys deposit.

Previous Exploration

Historically Gundagai was an important gold mining district in the late 19th century for both reef gold and alluvial river gold. Large scale alluvial mining and dredging took place in the rivers and significant gold was won. Numerous reef gold mines were also worked and have later been explored by more recent techniques. The Eyrie prospect has a strong Au As correlation and is hosted by the Ordovician

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Jindalee Group. The prospect is marked by a 800m long and 200m wide very strong As and Au soil anomaly and is still open along strike in both directions. Shallow drilling resulted in:

• WE956 1m at 4.19g/t Au from 69m and 8m at 0.22g/t Au from 102m

• WE2 4m at 4.14 g/t Au from 48m

• WE4 4m at 1.46g/t Au from 50m

• WE6 4m at 1.45g/t Au from 12m

Modern exploration started in the 1960’s for base-metals with North Broken Hill Ltd exploring the Bongonalong Pb Zn Ag prospect where they defined a very large Pb Zn Cu soil anomaly (max soil value 0.39% Pb), this area was highly regarded and heavily explored by Pacminex Pty Ltd, The Broken Hill Proprietary Company Ltd, then in a JV by Australian Anglo American Ltd.

There are many wide, low-grade but broad Pb Zn intercepts documented, including:

• DDH1 1.5m @ 3.3% Pb, 1.7% Zn

• DDH1-9-3D: over 60m of quartz carbonate veins hosting galena sphalerite and pyrite mineralisation inc 1.2m at 4.2% Pb and 2.1% Zn and

• DDH1-9-6D: Multiple wide zones of >1% Pb plus Zn

Twelve historic drill holes have been drilled over 5km strike and intersected lightly folded and fractured, rhythmically banded sandstone/siltstone with abundant ptygmatic quartz-carbonate veins hosting low grade lead, zinc and pyrite mineralisation over +50m wide intervals.

Australian Anglo American Ltd later defined a large Pb soil anomaly across Bongongalong South (1.7km +850ppm) which remains open in both directions along strike.

The Rosehill Prospect was first sampled in 1969 by Mineral Engineers Pty Ltd and is characterised by a 3km long, 60m wide Au Cu gossan with encouraging epithermal quartz pyrophyllite alunite sericite pyrite alteration. Three shallow holes in the early 1970’s by Pacmindex and then EZ Ltd confirmed very intense, upper-level, epithermal alteration including significant pyrite with anomalous gold and base metals and demonstrates that further drilling is warranted.

The Grandview Prospect was explored by Shell Ltd in 1986 and saw significant trench results (5.8m at 2g/t Au, 2.7m at 6.44g/t Au, 1.9m at 1.67g/t Au, 30m at 0.2g/t Au (in mine adit)). This work resulted in three shallow RC holes being drilled underneath historic gold mine workings. The RC holes were testing a 1.5km long zone of sheared and altered sediments and resulted in wide intercepts, including:

• PGH-G-1: 54m at 0.26g/t from 0m including 6m at 0.63g/t from 42m

• PGH-G-2: 6m at 1.0g/t from 36m and 21m at 0.38g/t Au from 66m

• PGH-G-3: 3m at 1.62g/t from 33m

Exploration Potential

Grandview Gold Prospect

The Grandview prospect is drill ready and has significant potential to host McPhillamys-style gold mineralisation. Recently, quartz sericite pyrite carbonate alteration has been mapped over 1200m x 150m and 1m composite rockchip samples assayed 17g/t, 26g/t, 33g/t and 35g/t high-grade gold from sheared chert & altered sediments. These rockchips are the first samples analysed in 36 years and

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results of strong Bi Te As pathfinders demonstrate the similarities to the McPhillamys resource (French et al 2015). The extensive surface gold anomalism defined by rockchips and soil geochemistry provides several drill ready prospects.

Rose Hill Gold Prospect

The 3km long, Rose Hill epithermal Cu Au Prospect hosted by intensely altered porphyritic andesitic volcaniclastics with geochemical pathfinder (Fe, S, Bi, Mo, Te, Cu, Pb, As) anomalism provides evidence for a fertile epithermal gold deposit.

The 3km long, Cu Au surface geochemistry and quartz, alunite, pyrophyllite pyrite alteration is typical of a high level epithermal alteration halo which, in the late stages of deposit formation, can produce a depletion of metals from retrograde acid alteration above the ore body and will result in very low drill intercepts if not drilled deep enough. This, coincident with a strong magnetic destruction zone is evidence the system has depth potential which makes this a valuable priority target for progressing towards drill ready stage.

Bongongalong Zinc Lead Prospect

At Bongongalong, 5km of gossanous horizons and many low-grade but broad drill intercepts provide an attractive base metal prospect. Recent sampling of historic drill core confirmed the presence of Pb Zn Ag mineralisation with high temperature pathfinder elements As, Bi, Te, Au, Sb, S, Fe.

==> picture [399 x 304] intentionally omitted <==

Grandview Prospect Summary

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REFERENCES

Ackerman, B. R., 2005, Regolith geochemical exploration in the Girilambone District of New South Wales, PhD thesis, School of Earth and Environmental Sciences, University of Wollongong, 2005. http://ro.uow.edu.au/theses/523

Aurelia 2020, Aurelia Metals: Federation Exploration Update. ASX Release. 13th August 2020.

Barnes, G., 2017, Review of Gold Fields Moorefield rock-chip data, Magmatic Resources Ltd 22 May 2017

Cayley, R., 2017, Mineral Systems Analysis in the Tasmanides – Looking North from the South through ‘Lachlan Orocline’ coloured glasses, AIG Bulletin 67.

Chhun, E., 2004, Ordovician igneous rocks of the central Lachlan Fold Belt: Geochemical signatures of ore-related magmas. Submitted in completion of the requirements for the degree of Master of Science by Research. The University of Sydney School of Geosciences

CMOC 2019., China Molybdenum Company Limited, http://www.cmocinternational.com/australia/

Cooper I., 2017, Finding Hera, Looking for the rest of the family, CWEDG.

David A. Foster and David R. Gray, 2000, Evolution and Structure Of The Lachlan Fold Belt (Orogen) Of Eastern Australia, Annu. Rev. Earth Planet. Sci. 2000. 28:47–80.

Drill Resources Pty Limited EL 7717 2nd Annual Report March 2013

Evolution., 2018, https://evolutionmining.com.au/reservesresources/

French, T., Duerden, P. et al, 2015, Discovery History and Geology of The McPhillamys Gold Deposit, Lachlan Fold Belt, NSW. 2015 Mines and Wines Conference, Perth, 3 September 2015.

Gilmore, P., 2019, New mineralisation windows in East Riverina: Results from the five-year mapping project, SMEDG, Sydney, 28 November 2019, Geological Survey of NSW

GSNSW 2020, Geological Survey of NSW, South Cobar AEM Survey, Open file data, 2020.

Independent Investment Research (Aust.) Pty Limited, 2019, Research Report - Talisman Mining Ltd October 2019.

Kirkland 2020, Kirkland Lake Gold, https://www.kl.gold.

Magmatic Resources Limited (ASX: MAG), 2017, Prospectus 17/5/2017 and ASX release 17/10/2017

Magmatic Resources Limited (ASX: MAG), 2017, Quarterly Activities Report for period ending 30 June 2017Moorefield Project: Gold, Copper, Zinc (MAG 100%)

McCrae G., 2013. Annual Report for Exploration Licence 7746 “Achilles” for the period 23rd May 2012 to 22nd May 2013.

Newcrest., 2018, http://www.newcrest.com.au/resources-and-reserves/resources-and-reservespage/resources-and-reserves-statements

Phillips, G N (Ed), 2017. Australian Ore Deposits, The Australasian Institute of Mining and Metallurgy: Melbourne.

Stuart-Smith et Al, 2000, The stratigraphy and deformation history of the Tumut region: Implications for the development of the Lachlan Fold Belt.

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Appendix 1: JORC Code, 2012 Edition - Table 1

Section 1 Sampling Techniques and Data

Criteria	JORC Code explanation	Commentary
Sampling	 Nature and quality of sampling (eg cut channels, random chips, or specific	Percussion (PC) Drilling
techniques	specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad	 PC samples were collected as 1m intervals, it is unknown if these were spear or split sampled and results are taken as being indicative only.
	meaning of sampling.	RC Drilling
	 Include reference to measures taken to ensure sample representivity and the appropriate calibration of any measurement tools or systems used.  Aspects of the determination of mineralisation that are Material to the Public Report.  In cases where ‘industry standard’ work has been done this would be relatively simple (eg ‘reverse circulation drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fire	 Normal practice would be to collect single metre intervals and composited into 2m or 4m intervals for first pass assay. Samples identified as anomalous were usually resubmitted as single metre intervals. Samples are assumed to have been split through a cyclone to produce a composite and single metre sample but it is unknown if this was done through a cone or riffle splitter.
	assay’). In other cases more explanation may be required, such as where	Diamond Drilling
	there is coarse gold that has inherent sampling problems. Unusual commodities or mineralisation types (eg submarine nodules) may warrant disclosure of detailed information.	 Normal practice at the time of the drilling would have been to collect half core samples at nominal 1m intervals and limited by geological logging were collected sent for analysis. Bongongalong diamond core was collected in
		feet and converted to meters here.
Drilling	 Drill type (eg core, reverse circulation, open-hole hammer, rotary air blast,	Moorefield Project
techniques	auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is	 RC drilling: 47 holes for 7295m, assumed face sampling bit
	oriented and if so, by what method, etc).	 RAB drilling: 71 holes for 1134m
		 Diamond drilling: 13 holes for 1911m. It is unknown if the core
		was orientated.
		Cargelligo Project
		 AC drilling: 138 holes for 3556m
		 RAB drilling: 321 holes for 2785m
		 Diamond drilling: 1 hole for 174.5m. core was not orientated.

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Criteria	JORC Code explanation	Commentary
		Gundagai Project
		 RC drilling 8 hole for 581m
		 Diamond drilling 13 holes for 1769m. It is unknown if the core
		was orientated.
Drill sample	 Method of recording and assessing core and chip sample recoveries and	 Not documented in historic reporting.
recovery	results assessed.
	 Measures taken to maximise sample recovery and ensure representative
	nature of the samples.
	 Whether a relationship exists between sample recovery and grade and
	whether sample bias may have occurred due to preferential loss/gain of
	fine/coarse material.
Logging	 Whether core and chip samples have been geologically and geotechnically	 All drillholes have been geologically logged. PC, RC and DD
	logged to a level of detail to support appropriate Mineral Resource	 It is assumed the logging is of insufficient quality for Mineral Resource
	estimation, mining studies and metallurgical studies.	estimation.
	 Whether logging is qualitative or quantitative in nature. Core (or costean,
	channel, etc) photography.
	 The total length andpercentage of the relevant intersections logged.
Sub-sampling	 If core, whether cut or sawn and whether quarter, half or all core taken.	 Diamond Drilling
techniques and	 If non-core, whether riffled, tube sampled, rotary split, etc and whether	 Half core samples collected.
sample	sampled wet or dry.	 RC Drilling
preparation	 For all sample types, the nature, quality and appropriateness of the sample preparation technique.	 The collection of 4m composites and single meter intervals infers sample splitting but methodology is unknown.
	 Quality control procedures adopted for all sub-sampling stages to maximise	 PC Drilling
	representivity of samples.	 The collection of 1m composites - methodology unknown.
	 Measures taken to ensure that the sampling is representative of the in situ
	material collected, including for instance results for field duplicate/second-
	half sampling.	 The quality control measures adopted by previous explorers have not been
	 Whether sample sizes are appropriate to the grain size of the material being	documented in available reporting.
	sampled.
Quality of	 The nature, quality and appropriateness of the assaying and laboratory	 Not documented in historic reporting
assay data and	procedures used and whether the technique is consideredpartial or total.

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			
Criteria	JORC Code explanation		Commentary
laboratory		For geophysical tools, spectrometers, handheld XRF instruments, etc, the		Cu Pb Zn Ni Cr by AAS techniques
tests		parameters used in determining the analysis including instrument make and		Au-50 FA Ag-acid digest/AAS techniques
		model, reading times, calibrations factors applied and their derivation, etc.		Sn W As Ba Sb-XRF techniques
		Nature of quality control procedures adopted (eg standards, blanks,
		duplicates, external laboratory checks) and whether acceptable levels of
		accuracy (ie lack of bias) andprecision have been established.
Verification of		The verification of significant intersections by either independent or		Not documented in historic reporting.
sampling and		alternative company personnel.
assaying		The use of twinned holes.
		Documentation of primary data, data entry procedures, data verification,
		data storage (physical and electronic) protocols.
		Discuss any adjustment to assay data.
Location of		Accuracy and quality of surveys used to locate drill holes (collar and down-		Not documented in historic reporting. No Mineral Resource estimation
data points		hole surveys), trenches, mine workings and other locations used in Mineral		attempted.
		Resource estimation.
		Specification of the grid system used.
		Quality and adequacy of topographic control.
Data spacing		Data spacing for reporting of Exploration Results.		The location of all drill holes is shown in the various tables/maps
and		Whether the data spacing and distribution is sufficient to establish the		in the Independent Geologist’s Report.
distribution		degree of geological and grade continuity appropriate for the Mineral
		Resource and Ore Reserve estimation procedure(s) and classifications
		applied.
		Whether sample compositing has been applied.
Orientation of		Whether the orientation of sampling achieves unbiased sampling of possible		The drill holes are either grid based or approximately perpendicular to the
data in relation		structures and the extent to which this is known, considering the deposit		strike of the regional geological trend.
to geological		type.
structure		If the relationship between the drilling orientation and the orientation of key
		mineralised structures is considered to have introduced a sampling bias, this
		should be assessed and reported if material.
Sample		The measures taken to ensure sample security.		Not documented in historic reporting.
security
Audits or		The results of any audits or reviews of sampling techniques and data.		Not documented in historic reporting.
reviews

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Section 2 Reporting of Exploration Results

(Criteria listed	(Criteria listed	in the preceding section also apply to this section.)
	Criteria	JORC Code explanation	Commentary
	Mineral	 Type, reference name/number, location and ownership including agreements	 Tenement details are included in the tenement Schedule section of the
	tenement and	or material issues with third parties such as joint ventures, partnerships,	Independent Geologist’s Report.
	land tenure	overriding royalties, native title interests, historical sites, wilderness or
	status	national park and environmental settings.
		 The security of the tenure held at the time of reporting along with any known
		impediments to obtaining a licence to operate in the area.
	Exploration	 Acknowledgment and appraisal of exploration by other parties.	 Previous exploration for each of the projects is referenced in the report
	done by other		and in the Independent Geologist’s Report
	parties
	Geology	 Deposit type, geological setting and style of mineralisation.	 As referenced in the body of the Independent Geologists Report
	Drill hole	 A summary of all information material to the understanding of the	 The various tables of significant results for each project in the independent
	Information	exploration results including a tabulation of the following information for all	geologists report tabulates all geographic data relating to the drilling
		Material drill holes:	undertaken.
		o easting and northing of the drill hole collar	 The drill holes presented in the tables include the significant intercepts from
		o elevation or RL (Reduced Level – elevation above sea level in metres) of	the prospects but are not exhaustive. Excluded holes did not intersect the
		the drill hole collar	mineralised zones and did not return any anomalous results. This information
		o dip and azimuth of the hole	is not considered relevant and has not been provided.
		o down hole length and interception depth	 Details of the date completed, company and technical report are include in
		o hole length.	this Report.
		 If the exclusion of this information is justified on the basis that the
		information is not Material and this exclusion does not detract from the
		understanding of the report, the Competent Person should clearly explain
		why this is the case.

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Data		In reporting Exploration Results, weighting averaging techniques, maximum	 Intercepts as quoted in the Independent Geologists Report are derived from
aggregation		and/or minimum grade truncations (eg cutting of high grades) and cut-off	the various reports presented to the Department of Mines as required for
methods		grades are usually Material and should be stated.	annual reporting.
			 Significant intercepts are weighted averaged based on drill hole length with
		Where aggregate intercepts incorporate short lengths of high grade results	no top cut applied.
		and longer lengths of low grade results, the procedure used for such	 No metal equivalents have been stated.
		aggregation should be stated and some typical examples of such
		aggregations should be shown in detail.
		The assumptions usedfor any reporting of metal equivalent values should be

Criteria	JORC Code explanation	Commentary
	clearly stated.
Relationship	 These relationships are particularly important in the reporting of	 Drilling is predominantly RC and some DD and the relationship between
between	Exploration Results.	drill intercept and mineralisation widths is unknown.
mineralisation	 If the geometry of the mineralisation with respect to the drill hole angle is
widths and	known, its nature should be reported.
intercept	 If it is not known and only the down hole lengths are reported, there should
lengths	be a clear statement to this effect (eg ‘down hole length, true width not
	_known’). _
Diagrams	 Appropriate maps and sections (with scales) and tabulations of intercepts	 Included in Independent Geologists Report
	should be included for any significant discovery being reported These should
	include, but not be limited to a plan view of drill hole collar locations and
	appropriate sectionalviews.
Balanced	 Where comprehensive reporting of all Exploration Results is not practicable,	 Tables of drilling results are included in the Independent Geologists
reporting	representative reporting of both low and high grades and/or widths should	Report illustrating the spread of results obtained
	bepracticed to avoid misleading reporting of Exploration Results.
Other	 Other exploration data, if meaningful and material, should be reported	 All meaningful data has been included in the main report.
substantive	including (but not limited to): geological observations; geophysical survey
exploration	results; geochemical survey results; bulk samples – size and method of
data	treatment; metallurgical test results; bulk density, groundwater,
	geotechnical and rock characteristics; potential deleterious or
	contaminating substances.

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Further work		The nature and scale of planned further work (eg tests for lateral extensions	 Included in Independent Geologists Report.
		or depth extensions or large-scale step-out drilling).
		Diagrams clearly highlighting the areas of possible extensions, including the
		main geological interpretations and future drilling areas, provided this
		information is not commercially sensitive.

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Appendix 2 Drilling Information

Moorefield Project

Boxdale, Carlisle & Ghost Hill Prospects: RC & Diamond Drill Holes

Validated Intercepts in mineralization nominally with > or equal to 0.2g/t Au, with < or equal to 2m internal dilution & >1m down hole thickness

Hole_ID	Hole_Type	NAT1_East	NAT1_North	NAT1_RL	Dip	GDA_Azimuth	Max_Depth	Prospect		From_m	To_m	Interval_m	Au ppm	Cu %	Pb %	Zn %	Ag ppm
BDRC001	RC	527457	6361799	295	-60	169	150.0	Boxdale	Incl.	97 107 114 120	100 111 133 124	3 4 19 4	0.26 0.23 1.28 4.30
BDRC002	RC	527465	6361830	299	-58	172	250.0	Boxdale		114 164	116 166	2 2	0.44 0.47
BDRC003	RC	527530	6361705	300	-58	250	200.0	Boxdale	Incl. Incl.	26 32 32 56 72 85 92 138	28 36 34 67 76 100 98 140	2 4 2 11 4 15 6 2	0.23 0.70 1.20 0.40 0.23 1.00 2.11 0.20
BDRC004	RC	527610	6361610	307	-60	249	138.0	Boxdale		74 83	77 91	3 8	0.26 0.23
BDRC005	RC	528400	6361360	310	-60	249	150.0	Boxdale		32 56	44 58	12 2	0.26 0.34
BX-1	RC	527400	6361787	300	-59	182	80.0	Boxdale		44 56	48 67	4 11	0.28 0.27
BX-3	RC	527501	6361787	300	-60	185	80.0	Boxdale		68	70	2	1.70
BX-4	RC	527540	6361784	300	-60	181	80.0	Boxdale		43 74	46 79	3 5	0.30 0.43
MFRC002	RC	534842	6353201	320	-60	220	153	Carlisle		62	64	2	0.52

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MFRC002	RC									74	82	8	5.00
									incl	80	82	2	18.05
MFRC003	RC	534875	6353138	315	-60	220	153	Carlisle		40	50	10	0.49
incl									incl	48	50	2	1.20
MFRC007	RC	534302	6353054	323	-60	45	140	Carlisle		118	120	2	0.11
										128	132	4	1.05
incl									incl	128	130	2	1.99
										136	138	2	0.55
MFRC008	RC	534322	6353072	321	-60	45	140	Carlisle		84	86	2	0.79
MFRC009	RC	534240	6353203	321	-60	45	140	Carlisle		2	4	2	0.77
MFRC009	RC							Carlisle		78	80	2	2.46
MFRC011	RC	534352	6353549	335	-60	230	150	Carlisle		20	48	28	0.86
incl									incl	28	30	2	3.38
										38	44	6	2.27
										58	72	14	0.30
incl									incl	66	68	2	1.23
MFRC012	RC	534392	6353567	331	-60	230	150	Carlisle		8	32	24	0.65
										20	24	4	2.63
MFRC013	RC	534430	6353589	337	-60	230	150	Carlisle		46	52	6	3.59
										80	110	30	1.79
incl									incl	80	82	2	3.87
incl									incl	88	90	2	3.67
incl									incl	94	110	16	2.09
MFRC014	RC	534314	6353795	334	-60	210	150	Carlisle		72	74	2	0.58
MFRC015	RC	534260	6353693	330	-55	30	157	Carlisle		44	46	2	1.01
MFRC017	RC	534471	6353601	331	-60	224.5	180	Carlisle		84	89	5	2.49
										92	97	5	1.11
										104	109	5	1.72
										112	115	3	2.95
										158	161	3	2.62
										166	170	4	3.54

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MFRC019	RC	534426	6353631	304	-60	224.5	186	Carlisle		14	16	2	2.14
										29	35	6	2.07
MFRC020	RC	534360	6353594	331	-60	219.5	162	Carlisle		54	69	15	2.30
										116	118	2	2.96
										133	134	1	1.56
										144	147	3	2.50
MFRC021	RC	534316	6353488	330	-60	224.5	150	Carlisle		82	83	1	1.94
										112	113	1	1.21
MFRC023	RC	534256	6353411	332	-60	224.5	150	Carlisle		23	24	1	1.22
										37	38	1	1.19
										66	67	1	1.28
										78	84	6	1.36
MFRC024	RC	534224	6353439	346	-60	224.5	150	Carlisle		37	38	1	1.06
										49	50	1	1.03
										109	112	3	1.33
MFRC025	RC	534253	6353477	333	-60	224.5	156	Carlisle		44	46	2	1.30
MFRC028	RC	534859	6353244	304	-60	224.5	174	Carlisle		144	146	2	1.62
DDHGH1	DD	521059	6364249	300	-70	79	380.0	GhostHill		145.23	168	21.27	0.02	0.05	0.05	0.38
									Incl. Incl.	161.75 274 303	168 332 308	6.25 58 5	0.01	0.08 0.11 0.31	0.06 <0.01 <0.01	1.08 <0.01 <0.01
SR20	PC	521185	6364234	300	-90	360	111.0	GhostHill	Incl.	93 102	108 108	15 6	0.64 1.30	0.03 0.03	0.1 0.13	0.12 0.15
SR21	PC	521196	6364285	300	-90	360	114.0	GhostHill		30	78	48	<0.05	0.06	0.15	0.2
TGH001	RC	521078	6364219	250	-70	136	196.0	GhostHill		64 164	96 168	32 4	0.01 <0.01	0.01 <0.01	0.06 0.01	0.24 0.17
TGH002	RC	521219	6364361	250	-70	136	226.0	GhostHill	Incl.	40 120	160 132	120 12	0.04 0.07	0.05 0.12	0.27 0.87	0.09 0.03	9 40
TGH003	RC	520901	6364113	250	-70	136	239.0	GhostHill		229	230	1	0.03	<0.01	1.11	0.09	8
TGH004	RC	520441	6363724	250	-70	136	250.0	GhostHill
TGH005	RC	521590	6363707	250	-70	136	232.0	GhostHill		36	49	13	0.07	0.04	0.18	0.1

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	Distribution	of Assay Valuea
			Percentile
	10%	25%		50%	75%	90%
Cu %	0.05	0.05		0.10	0.12	0.00
Au ppm	0.03	0.05		0.05	0.66	0.12
Pb %	0.05	0.06		0.13	0.23	0.87
Zn %	0.09	0.10		0.15	0.22	0.38
Ag ppm	8.20	8.50		9.00	24.50	33.80

Cargelligo Project

Validated Intercepts in mineralization, no cut off given due to highly various sampling and assaying methods

Hole ID	Prospect	Assay Method		From_m	To_m	Interval m	Au ppm	Cu %	Cu ppm	Pb %	Pb ppm	Zn %	Zn ppm	Ag ppm	As ppm
AB79	Achilles 2	Au-50 FA Other-ICP		15	18	3			127		70		170		798
AB83	Achilles 2	Au-50 FA Other-ICP		10	13	3					154				260
AB84	Achilles 2	Au-50 FA Other-ICP		15	18	3					1045				276
AB109	Achilles 2	Au-50 FA Other-ICP		16	19	3					108				109
AB117	Achilles 2	Au-50 FA Other-ICP		11.5	14.5	3					104
ACHAC003	Mt Boorithumble	Au-AA26 ME-ICP61		12	28	16					337.75
			Incl.	16	20	4					671
ACHAC023	Achilles 3	Au-AA26 ME-ICP61		4	8	4			654		3600
				8	10	2							1090
ACHAC032	Mt Boorithumble	Au-AA26 ME-ICP61		16	36	20					428.6
			Incl.	18	19	1					1320
			and	32	36	4							499
			or	17	44	27							234.19
BO-1	Mt Boorithumble	Au-? Cu Pb Zn-AAS		114	123	9	0.48	0.55		0.67		1.21		59
			Incl.	114	117	3	0.5	1.2		1.95		2		150

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Notice of General Meeting

BP-1	Mt Boorithumble	Pb As-XRF Ag Cu Zn-AAS		38	98	60					189
			Incl.	90	94	4					860
			and	54	58	4									350
			and	94	98	4			80
				156	158	2							900
PC-1	Achilles 2	Pb As-XRF Cu Zn-AAS		40	50	10		0.11
PC-2	Achilles 2	Pb As-XRF Cu Zn-AAS		30	48	18		0.44
				16	30	14				0.22
SZ 2-8	Achilles Shear	Au-AA21 ME-ICP41s		12	15	3									132
SZ 3-11	Achilles Shear	Au-AA21 ME-ICP41s		36	39	3			138		388		1345		54
				45	48	3	0.014

Gundagai Project

Validated Intercepts in mineralization, no cut off given due to highly various sampling and assaying methods

Hole ID	Prospect	Total Depth (m)		From_m	To_m	Interval_m	Au ppm	Cu %	Pb %	Zn %	Ag ppm	As pct
DDH1	Bongongalong	123.3		39.9	68.9	29			0.33	0.67
			Incl.	52.1	53.6	1.5			0.32	2.16
				80.8	94.5	13.7			0.79	0.65
			Incl.	82.3	83.8	1.5			3.3	1.7
				101.2	118.0	16.8			0.41	1.34
			Incl.	110.3	112.8	2.4			1.1	2.1
DDH2	Bongongalong	71.3		55.2	56.7	1.5			0.7	1.75
1-9-2D	Bongongalong	352.7		219.5	222.5	3.0			0.11	0.13	2.6
				252.1	255.1	3.0			0.18	0.25	1.5
				268.2	271.3	3.0			0.3	0.24	3.3
				274.3	277.4	3.0			0.36	0.2	2.2
				297.5	300.2	2.7		0.03	0.75	1

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Notice of General Meeting

				313.9	315.5	1.5			0.46	0.1
1-9-3D	Bongongalong	287.1		87.5	89.0	1.5			0.14	0.26	4.1
				89.0	90.2	1.2		0.02	4.2	2.07	90
				93.3	94.8	1.5		0.07	3.6	3.6	100
				109.4	110.3	0.9		0.02	2.22	4.6
				140.2	153.9	13.7			0.23	1.7294	10.4
			Incl.	140.2	141.7	1.5			0.7	3.2	32
			and	150.9	152.4	1.5			0.1	5.9	11
				155.4	157.0	1.5			0.8	0.24	2.8
				163.1	169.2	6.1			0.22	0.8
			Incl.	163.1	167.6	4.6			0.24	0.8	7.9
				260.6	263.7	3.0			0.5	0.0355
			Incl.	262.1	263.7	1.5			1	0.039
				272.2	273.4	1.2			0.6	0.035
1-9-6D	Bongongalong	352.7		35.1	41.1	6.1			0.85	0.76	9.5
			Incl.	36.9	38.1	1.2			0.36	1.90	8
			and	39.6	41.1	1.5			2.1	1.06	15
				80.8	83.5	2.7			0.79	2.93	14
			Incl.	82.0	83.5	1.5			0.8	4.00	14
				150.3	152.4	2.1			2.2	5.70	46
				153.9	155.4	1.5			0.29	0.13	4.3
				157.0	158.5	1.5			0.29	0.04	4.6
				166.1	167.6	1.5			0.3	0.56	5.2
				210.3	214.9	4.6			1.2	1.15	16.3
			Incl.	211.8	213.4	1.5			2.9	0.84	34
			and	213.4	214.9	1.5			0.23	2.10	8
				221.0	222.5	1.5			0.27	0.66	5
				239.3	242.3	3.0			1.36	0.93	21.3
			Incl.	240.8	242.3	1.5			2.6	1.63	40
				265.2	266.7	1.5			0.51	0.72	7

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Notice of General Meeting

				268.2	269.7	1.5			0.15	0.02	2.4
				271.3	272.8	1.5			0.02	0.19	1.2
				277.4	278.9	1.5			0.03	0.11	1
				312.3	313.9	1.7			0.09	0.30	4.6
				317.0	318.5	1.5			0.22	0.29	1.5
				321.6	329.2	7.6			0.36	0.65	5
			Incl.	326.1	328.2	2.1			0.76	2.10	10
				341.1	341.7	0.6			1.1	0.02	9
R1	Rosehill	121.9		108.6	111.8	3.2		0.16		0.14
			Incl.	110.9	111.3	0.4		0.84		0.23
R2	Rosehill	98.7		57.9	83.8	25.9		0.06		0.018
PDHWE2	West Eyrie	60		48	52	4	4.14					2.09
PDHWE4	West Eyrie	72		52	56	4	1.46					0.78
PDHWE6	West Eyrie	36		12	16	4	1.45					1.42
WE956	West Eyrie	123		69	70	1	4.19
				102	110	8	0.22
PDHG1	Grandview	149		0	54	54	0.265
			Incl.	42	48	6	0.63
				57	60	3	0.23
				66	78	12	0.17
				87	90	3	1.03	0.06
				108	117	9	0.16
PDHG2	Grandview	102		36	42	6	1
			or	36	57	21	0.37
			Incl.	36	39	3	1.71	0.04	0.12	0.394
				66	87	21	0.38
PDHG3	Grandview	90		30	45	15	0.45
			Incl.	33	36	3	1.62

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Explanatory Memorandum

Schedule 3 – Issues of equity securities since 29 November 2019

Date	Quantity	Class	Terms of securities	Terms of securities	Terms of securities
Securities on Issue as at 29 November 2019	153,182,568	Ordinary Shares	Fully Paid Pre-consolidation
	17,980,613	Quoted Options	Quoted Options exercisable at 30 cents and expiring 17 May 2020
	26,859,141	Quoted Options	Quoted Options exercisable at $0.10 on or before 30 August 2021
	31,500,000	Unquoted Options	Various Unlisted options
Date	Quantity	Class	Recipients	Issue price & discount to Market Price (if applicable)*	Form of consideration and use of funds
Issues since	XX November 2019
2 Dec 2019 Appendix 3B	2,000,000 Ordinary shares fully paid on exercise of unlisted options 8,000,000 Unlisted Options	Shares Unlisted Options	Element 25 Limited Incentive Options approved at 2019 AGM	Exercise of unlisted 3 cent options issued on 29 May 2019 NIL	Amount raised: Cash of $60,000 Amount spent: $60,000 Amount remaining: Zero Use of funds: funds to be applied to exploration of the Company’s existing projects, NIL funds raised
9 July 2020 Appendix 3b	306,433 Ordinary shares fully paid on exercise of options	Shares	Exercise of quoted options by clients of ABN Amro	10 cent per share (exercise of options)	Amount raised: Cash of $30,643 Amount spent: $30,643 Amount remaining: Zero Use of funds: funds to be applied to exploration of the Company’s existing projects,
31 July 2020 Appendix 3B	12,000,000 2,500,000	Unlisted Options	Related party options as approved by shareholders on 23 January 2020 Unlisted options issued to employees & contractors under ESOP approved by shareholders on 29/11/19	Nil Nil	NIL funds raised No funds raised
18 February 2020 Appendix 2A (shares issued on 20 Feb 20)	1,317,767 (Listing Rule 7.1) 15,348,900 (Listing Rule 7.1A)	Shares	Placement to sophisticated and professional investors clients of Hartleys Limited –	30 cents per share, approximately 10% discount to market price1	Amount raised: Cash of $5 mil Amount spent at 11 September 2020: $1,543,317 Amount remaining at 11 September 2020: $3,456,683 The remaining funds raised under the Placement will be utilised on the Company’s exploration activities at its copper/gold exploration assets, including the Wellington North Project and for working capital.

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Notice of General Meeting

Date	Quantity	Class	Recipients	Issue price & discount to Market Price (if applicable)*	Form of consideration and use of funds
9 March 2020 Appendix 2A 20 May 2020 Appendix 2A	12,593 930,037	Shares Shares	Exercise of listed 30 cents options Exercise of listed 30 cents options	30 cents /share 30 cents per share	Amount raised: Cash of $282,789 Amount spent: $282,789 Amount remaining: Zero

*- Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

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Notice of General Meeting

Schedule 4 – New Constitution

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Constitution of Magmatic Resources Limited ACN 615 598 322

Corporations Act 2001 (Cth)

A Company Limited by Shares

Contact - Brian Moller, Partner, b.moller@hopgoodganim.com.au

BRISBANE

Level 8, Waterfront Place, 1 Eagle Street T +61 7 3024 0000 Brisbane Qld 4000 Australia F +61 7 3024 0300

PERTH

Level 27, Allendale Square, 77 St Georges Terrace T +61 8 9211 8111 Perth WA 6000 Australia F +61 8 9221 9100

PO Box Z 5312, St Georges Terrace, Perth WA 6831 Australia

PO Box 7822, Waterfront Place Qld 4001 Australia

www.hopgoodganim.com.au

E contactus@hopgoodganim.com.au

Table of Contents

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1.	Replaceable Rules ....................................................................................................................... 1
2.	Interpretation ................................................................................................................................ 1
3.	Registered Office.......................................................................................................................... 5
4.	Issue of Shares ............................................................................................................................ 5
5.	Preference Shares ....................................................................................................................... 5
6.	Convertible Securities .................................................................................................................. 6
7.	Participation of Directors in Share issue ...................................................................................... 6
8.	Acceptance of Constitution by Member ....................................................................................... 7
9.	Variation of rights ......................................................................................................................... 7
10.	Shares held on trust ..................................................................................................................... 7
11.	Shareholding statements and certificates .................................................................................... 8
12.	Lien on Share ............................................................................................................................... 9
13.	Sale of Shares subject to lien ....................................................................................................... 9
14.	Calls on Shares ..........................................................................................................................10
15.	Forfeiture of Shares ...................................................................................................................12
16.	Transfer of Shares......................................................................................................................14
17.	Transmission of Shares .............................................................................................................16
18.	Register of Members ..................................................................................................................17
19.	Alteration of Capital ....................................................................................................................17
20.	Reduction of Capital ...................................................................................................................18
21.	Meetings .....................................................................................................................................18
22.	Quorum at Meetings ...................................................................................................................19
23.	Chairman at Meetings ................................................................................................................20
24.	Conduct of general Meetings .....................................................................................................20
25.	Adjournments and postponement of Meetings ..........................................................................21
26.	Voting rights of Members ...........................................................................................................22
27.	Poll .............................................................................................................................................23
28.	Direct Voting ...............................................................................................................................23
29.	Casting vote ...............................................................................................................................23
30.	Proxies .......................................................................................................................................24
31.	Powers of attorney .....................................................................................................................26
32.	Appointing instrument to be deposited with Company ...............................................................26
33.	Revocation and invalidity of instruments ....................................................................................27
34.	Number of Directors ...................................................................................................................28
35.	Qualification of Directors, Alternate Directors and Associate Directors .....................................28
36.	Vacation of office of Director ......................................................................................................28
37.	Appointment and removal of Directors .......................................................................................29
38.	Offices of profit in Company .......................................................................................................29
39.	Term of office of Directors ..........................................................................................................29
40.	Remuneration of Directors .........................................................................................................31
41.	Directorships in other companies ...............................................................................................32
42.	Alternate Directors......................................................................................................................32
43.	Associate Directors ....................................................................................................................33
44.	Managing Director ......................................................................................................................34
45.	Directors' Meetings .....................................................................................................................35
46.	Chairman of Directors ................................................................................................................36
47.	Defective appointment of Directors ............................................................................................36
48.	Delegation to committees of Directors .......................................................................................37
49.	Minutes of Meetings ...................................................................................................................37
50.	General powers of Directors ......................................................................................................37

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51.	Borrowing powers of Directors ...................................................................................................38
52.	Interested Directors ....................................................................................................................39
53.	Directors' material personal interests .........................................................................................39
54.	Directors' financial benefits ........................................................................................................39
55.	Local management .....................................................................................................................39
56.	Attorneys for Company ..............................................................................................................40
57.	Execution of documentation by Company .................................................................................40
58.	Bills of Exchange ........................................................................................................................41
59.	Secretary ....................................................................................................................................41
60.	Public officer ...............................................................................................................................41
61.	Reserves ....................................................................................................................................41
62.	Dividends ....................................................................................................................................42
63.	Election to forego cash Dividends ..............................................................................................44
64.	Dividends in specie ....................................................................................................................45
65.	Employee bonuses and employee scheme ...............................................................................45
66.	Capitalisation of profits ...............................................................................................................46
67.	Accounts .....................................................................................................................................46
68.	Directors' report ..........................................................................................................................47
69.	Distribution of accounts ..............................................................................................................47
70.	Inspection of books of account ...................................................................................................48
71.	Accounts conclusive ...................................................................................................................48
72.	Audit ...........................................................................................................................................48
73.	Buy-back arrangements .............................................................................................................49
74.	Sale of less than minimum holding ............................................................................................49
75.	Fractional entitlements and difficulties .......................................................................................52
76.	Takeover approval provisions ....................................................................................................52
77.	Notice to holders ........................................................................................................................53
78.	Confidential information .............................................................................................................54
79.	Notices .......................................................................................................................................55
80.	Overseas Shareholders .............................................................................................................57
81.	Indemnity and liability of directors and other officers .................................................................57
82.	Restricted Securities ..................................................................................................................58
83.	Winding up .................................................................................................................................58
84.	Supply of documentation to ASX ...............................................................................................59
85.	Sale of main undertaking ...........................................................................................................59
86.	Listing and ASX Settlement Operating Rules ............................................................................59
87.	Foreign listing .............................................................................................................................60

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Constitution

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Constitution of Magmatic Resources Limited ACN 615 598 322

1. Replaceable Rules

The provisions of the Corporations Act relating to a company’s internal management which are described as replaceable rules do not apply to the Company.

2. Interpretation

• 2.1 In this Constitution, unless a contrary intention appears:

ASIC means the Australian Securities and Investments Commission.

ASTC - Regulated Transfer has the meaning given under regulation 1.0.02 of the Corporations Regulations (refer also to rule 2.10.1 and rule 2.13.1 of the ASX Settlement Operating Rules).

ASX means ASX Limited ACN 008 624 691 or the market it operates, as the context requires.

ASX Settlement Operating Rules means the settlement rules of the SCH.

Auditor means the auditor of the Company from time to time.

Business Days has the meaning given to it in the Listing Rules.

Call Notice means a notice given under Rule 15.1.

Capital or Share Capital means the Capital for the time being issued for the purposes of the Company.

CHESS has the meaning given in the ASX Settlement Operating Rules.

CHESS holding has the meaning given to it in the ASX Settlement Operating Rules.

Claim means any threat, claim or proceedings brought or made by a person against another person relating to or arising from any action, claim, Cost, demand, Damage, debt, expense, Liability, Loss, cause of action or proceeding of any kind, howsoever arising.

Company means Magmatic Resources Limited ACN 615 598 322.

Constitution means this Constitution as amended or added to from time to time.

Corporate Representative means an individual appointed as a Representative of a body corporate member of the Company under section 250D of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth) as made under the Corporations Act as amended or replaced from time to time.

Cost includes any cost, charge, expense, outgoing, payment or other expenditure of any nature whatsoever including all legal fees on a full indemnity basis, and whether calculated on a time charge basis or otherwise.

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Constitution

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Damage includes any award, Cost, damage, expense, injunction, injury, judgment, liability, loss and order and includes any such damage suffered, incurred or sustained in connection with any Claim.

Debenture means debenture stock, bonds, notes and other securities and obligations of a corporation whether constituting a charge on its assets or not.

Debt Securities includes bonds, unsecured notes, unsecured deposit notes, mortgage debentures, mortgage debenture stock, Debentures, debenture stock and convertible unsecured notes as those terms are defined from time to time in the Listing Rules.

Director means any person acting as a director of the Company, regardless of that person’s title.

Directors or Board means the whole or any number of the Directors of the Company for the time being assembled at a meeting of Directors, being not less than a quorum, or such one or more of them as shall have authority to act for the Company.

Directors' Report means a report referred to in part 2M.3 of the Corporations Act.

Dispose has the meaning given to it in the Listing Rules. A reference to Disposal has a corresponding meaning.

Dividend includes distribution of profit by way of a bonus issue of Shares.

Equity means the amount by which the Company’s assets exceed the Company’s liabilities in accordance with section 254T of the Corporations Act.

Equity Securities means shares (including preference shares), stock, stock units, units, and rights to or options to subscribe for any of the foregoing.

Executive Director includes any Director of the Company or of a subsidiary of the Company who is retained or otherwise acts in an executive capacity.

Financial Report has the meaning given to it in section 9 of the Corporations Act.

Financial Statements has the meaning given to it in section 9 of the Corporations Act.

Home Branch means a branch of ASX designated as such by ASX for administrative purposes.

Issuer Sponsored Holding has the meaning given to it in the ASX Settlement Operating Rules.

Joint Holders means two or more persons holding any Share in the Capital of the Company, whatever their interest may be in that Share.

Liabilities means any and all liabilities, debts or obligations, quantified or unquantified, whether actual or contingent, present or future, qualified or unqualified or incurred jointly or severally with any other person. A reference to Liability has a corresponding meaning.

Listed means admitted to the Official List of ASX.

Listing Rules or LR means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any expressed written waiver by ASX.

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Loss means any and all losses (including loss of profit and loss of expected profit), claims, actions, liabilities, damages, expenses, diminution in value or deficiencies of any kind (whether indirect, consequential or otherwise and whether known or asserted on or before Completion) including all (on a full indemnity basis) and other expenses reasonably incurred in connection with investigating or defending any claims or actions and a reference to Losses has a corresponding meaning.

Managing Director means any person appointed as such under Rule 44 and includes any Acting Managing Director.

Marketable Parcel means marketable parcel as defined in the Listing Rules.

Meeting means a duly constituted meeting of Members, or a class of Members, and being either:

• (a) an annual general meeting; or

• (b) a general meeting.

Member means a person who is registered for the time being as a shareholder or stockholder in the Register of the Company, including the person’s personal representatives and assigns.

Month means a calendar month.

Notice means any notice of a general meeting of Members or class of Members and any explanatory memorandum or other documents accompanying any such notice.

Office means the registered office for the time being of the Company.

Officer has the meaning given in section 9 of the Corporations Act.

Official List means the official list of ASX.

Ordinary Shares means ordinary Shares in the Capital of the Company.

Paid or Paid up means amounts paid and does not include amounts credited as paid or paid up.

Prime Rate means, in relation to any interest made payable on any sum under this Constitution, the rate charged from time to time by the bankers for the Company on overdraft accounts in excess of $100,000.00.

Proper ASTC Transfer has the meaning given in regulation 1.0.02 of the Corporations Regulations.

Register means the Register of Members kept under the Corporations Act or the Listing Rules and, where appropriate, includes branch registers and sub-registers.

Related Body Corporate has the meaning given in section 50 of the Corporations Act.

Restricted Securities has the meaning given in the Listing Rules.

Rule means a provision of this Constitution as amended or added to from time to time.

SCH Register means the facilities established by the SCH to record holdings of Securities of the Company in accordance with the ASX Settlement Operating Rules and includes both issuer sponsored and broker sponsored facilities.

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Constitution

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Secretary means any person appointed to perform the duties of Secretary of the Company and includes the acting Secretary where appropriate.

Securities has the meaning given in section 9 of the Corporations Act.

Securities Clearing House or SCH means any securities clearing house approved by ASIC in Australia.

Shares means shares in the Capital of the Company and includes stock except where a distinction between shares and stock is expressed or implied.

State means the State of Queensland.

Takeover Bid has the meaning given in section 9 of the Corporations Act.

• 2.2 Terms used in this Constitution and not defined in Rule 2.1 have the meaning given to them in the Corporations Act or the Listing Rules, as the case may be.

• 2.3

• Unless the contrary intention appears, a reference in this Constitution to:

• (a) a document includes any variation or replacement of it despite any change in the identity of the parties;

• (b) one gender includes the others;

• (c) the singular includes the plural and the plural includes the singular;

• (d) a person, partnership, corporation, trust, association, joint venture, unincorporated body, government body or other entity includes any other of them;

• (e) a clause, subclause or paragraph is to a clause, subclause or paragraph of this Constitution;

• (f) a party to a document includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;

• (g) any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;

• (h) money is to Australian dollars, unless otherwise stated; and

• (i) writing means printing, typewriting and all other means of representing or reproducing words in visible form, including handwriting.

• 2.4 Where, by a provision of this Constitution, a document including a notice is required to be signed, that requirement may be satisfied in relation to an electronic communication of the document in any manner permitted by law or by any State or Commonwealth law relating to electronic transmissions (including electronic signature) or in any other manner approved by the Directors.

• 2.5 The words include, including, such as, for example and similar expressions are not to be construed as words of limitation.

• 2.6 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

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Constitution

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• 2.7 Headings, any table of contents or index and references to provisions of the Listing Rules and the ASX Settlement Operating Rules are for convenience only and do not affect the interpretation of this Constitution.

3. Registered Office

The Directors shall determine the place of the Office.

4. Issue of Shares

• 4.1 Subject to the provisions of this Constitution, all matters relating to the issue of Shares shall be under the control of the Directors who may issue, allot or otherwise dispose of the same to such person or persons on such terms and conditions and with such rights and privileges attached and at such times as the Directors may think fit.

• 4.2 Subject to the provisions of this Constitution and any resolution passed in accordance with Rule 19, the Directors may issue new Shares with or without any special conditions, preferences or priority either as to Dividends or Capital or both and with any other special rights or advantages. In the absence of any special conditions or rights, such new Shares when issued shall be held on the same conditions as if they had been Ordinary Shares in the original Capital, and shall be subject to the provisions of this Constitution that relate to Ordinary Shares in the Company.

• 4.3 Where the Company is Listed, any allotment of Shares or other Securities in the Company and dispatch of certificates (or list of allotments to the Member's uncertificated account, as the case may be) shall take place in the manner prescribed in the Listing Rules.

• 4.4 Where the Company is Listed, the Company shall only be entitled to issue such Securities as permitted under the Listing Rules.

• [See LR 6.2]

5. Preference Shares

• 5.1 Subject to the Corporations Act and without prejudice to any special rights previously conferred on the holders of any existing Shares or classes of Shares the Directors may issue any Shares:

• (a) with a preferential, deferred or qualified right to Dividends, or in the distribution of assets of the Company, or both;

• (b) subject to Rule 5.3, with a special or qualified right of voting or without a right of voting; or

• (c) with any other special privileges or advantages over or equally with any Shares previously issued or then about to be issued,

subject to any conditions or provisions and on such terms as the Directors shall determine. Any preference Share may be issued on the terms that it is or at the option of the Company is liable to be redeemed.

• 5.2 If a Company has preference Shares on issue, the holders of the preference Shares shall have the same rights as the holders of Ordinary Shares to:

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• (a) receive notices, reports and Financial Statements; and

• (b) attend Meetings of the Company.

• [See LR 6.7]

• 5.3 Preference shareholders shall have no voting rights at any Meeting of the Company other than:

• (a) during a period when all or part of a Dividend in respect of the preference Share is in arrears;

• (b) on a proposal to reduce the Capital of the Company;

• (c) on a resolution to approve the terms of a buy-back agreement;

• (d) on a proposal that affects rights attaching to preference Shares;

• (e) on a proposal to wind up the Company;

• (f) on a proposal for the disposal of the whole of the Company’s property, business and undertaking; or

• (g) during the winding up of the Company.

• [See LR 6.3 and 6.4]

• 5.4 Where the Company is Listed, preference shareholders shall be entitled to a Dividend determined in accordance with the Listing Rules.

[See LR 6.5]

• 5.5 Preference shareholders shall also be entitled to a return of Capital in preference to the holders of Ordinary Shares in the Company when the Company is wound up.

[See LR 6.6]

6. Convertible Securities

Without prejudice to any of the powers of the Directors conferred by Rule 4, the Directors may create and issue any Equity Securities or Debt Securities ( Convertible Securities ) on the following terms:

• (a) they are or may become convertible into Ordinary Shares;

• (b) the Directors may issue Ordinary Shares to the holders of Convertible Securities under the terms of issue; and

• (c) such other terms as the Directors may decide.

7. Participation of Directors in Share issue

Where the Company is Listed, a Director of the Company or any person who would be regarded for the purposes of division 2 of part 1.2 of the Corporations Act as being an

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associate of any Director may only participate (directly or indirectly) in an issue by the Company of Securities with rights of conversion to equity as permitted by the Listing Rules.

[See Chapter 10 of the LR generally]

8. Acceptance of Constitution by Member

A person who becomes a Member agrees to observe and perform the provisions of the Constitution and any regulations or by-laws which may be made under the Constitution.

9. Variation of rights

• 9.1 If at any time the share Capital is divided into different classes of Shares, preference Capital (other than redeemable preference Capital) shall not be repaid, and the rights attached to any class of Shares (unless otherwise provided by the terms of issue of the Shares of that class) shall not at any time, be varied without:

• (a) the consent in writing of the holders of 75% of the issued Shares of that class; or

• (b) the sanction of a special resolution passed at a separate Meeting of the holders of the Shares of that class ( Class Meeting ).

• 9.2 At any Class Meeting:

• (a) the quorum shall be persons holding or representing by proxy 25% of the nominal amount of the varied issued Shares of the class;

• (b) Any holders of Shares of that class present in person or by proxy at a Class Meeting may demand a poll,

but otherwise the provisions of this Constitution dealing with Meetings shall apply.

• 9.3 The rights conferred on the holders of the Shares of any class issued with preferred or other rights shall not unless expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with those Shares.

• 9.4 The issue of Securities ranking in priority to, or any conversion of existing Securities to Securities ranking equally or in priority to an existing class of preference Shares shall be deemed a variation of the rights attached to that existing class of preference Shares.

• 9.5 The rights conferred on the holders of the Shares of any class shall be deemed to be varied by any special resolution to alter Rule 9.

10. Shares held on trust

• 10.1 The Company will recognise the rights of the registered holder of any Share.

• 10.2 Even where the Company has notice of equitable, contingent, future, or partial interest in any Share or unit of a Share ( Beneficial Interest ), no person will be recognised by the Company as holding any Beneficial Interest and the Company will not be bound by or be compelled in any way to recognise any Beneficial Interest except as required by:

• (a) law;

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• (b) this Constitution;

• (c) the ASX Settlement Operating Rules in the event that the Company is Listed; or

• (d) an order of a court of competent jurisdiction.

11. Shareholding statements and certificates

• 11.1 Subject to Rules 11.3 and 11.6, the Company will issue to every person whose name is entered as a Member in the Register either a holding statement or share certificate (as the case may be) issued in accordance with the Corporations Act, the Listing Rules and the ASX Settlement Operating Rules.

• 11.2 Where a Share or Shares are held jointly by several persons the Company will only be required to issue one holding statement or certificate, and delivery of a holding statement or certificate for a Share to one of several Joint Holders shall be sufficient delivery to all Joint Holders.

• 11.3 The Company shall renew any share certificate which becomes worn out, defaced, lost or destroyed at the time and in the manner required by the provisions of Corporations Act.

• 11.4 The Company shall:

• (a) register all:

  • (1) proper ASTC Transfers; and

  • (2) paper-based registrable transfer forms;

• (b) split certificates, renunciations and transfer forms;

• (c) issue certificates and transmission receipts;

• (d) effect conversions between sub-registers;

• (e) mark or note transfer forms; and

• (f) where the Company is Listed, do those other matters referred to in Listing Rule 8.14 of the Listing Rules,

without charge, except where the issue of certificates is to replace those lost or destroyed, or as otherwise permitted by Rule 16.4(c) or Listing Rule 8.14.1.

[See LR 8.14]

• 11.5 The Company shall issue within five Business Days a certificate in replacement of a certificate already issued only if:

• (a) the certificate to be replaced is received by the Company for cancellation and is cancelled; or

• (b) subject to Rule 11.3, satisfactory evidence has been received by the Company that the certificate previously issued has been lost or destroyed and has not been pledged, sold or otherwise disposed of.

A certificate issued to replace a certificate which has been lost or destroyed shall be clearly endorsed "issued in lieu of lost or destroyed certificate".

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• 11.6 Despite the provisions of this Rule 11, the Company shall not be required to issue a certificate for Shares held by a Member and may cancel a certificate without issuing a replacement certificate where:

• (a) this is permitted by the Corporations Act; or

• (b) where the Company is Listed this is:

  • (1) permitted by the Listing Rules; or

  • (2) permitted by the ASX Settlement Operating Rules.

• 11.7 The provisions of the Listing Rules and the ASX Settlement Operating Rules shall regulate the manner in which the Company deals with the delivery up and cancellation of certificates for the purposes of converting the Securities to an SCH register.

12. Lien on Share

• 12.1 The Company shall have a first and paramount lien and charge for:

• (a) unpaid calls and unpaid instalments (and reasonable interest and expenses payable) due in respect of the specific Shares registered in the name of each Member in respect of which such calls or instalments is or are due and unpaid respectively and on the proceeds of sale of such Shares;

• (b) amounts (and corresponding reasonable interest and expenses payable) owed for acquiring Shares under an employee incentive scheme; and

• (c) amounts (and corresponding reasonable interest and expenses payable) required by law to be Paid that have been Paid in respect of the Shares of a holder or a deceased former holder,

and the lien shall extend to the Shares and any Dividends from time to time declared in respect of such Shares.

• 12.2 The Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Rule.

• 12.3 The Company shall be entitled to take all reasonable steps considered necessary to protect its rights to any lien or charge created under this Rule.

• 12.4 Unless a contrary intention is expressly shown, the registration of a transfer shall operate as a waiver of the Company's lien (if any) on a Share, but notwithstanding any such waiver, the transferor shall remain liable to pay to the Company all money which, at the date of registration of the transfer, was payable by it to the Company in respect of the Share, but such liability shall cease on the Company receiving payment of all money outstanding in respect of the Share.

• 12.5 Where the Company is Listed, the provisions of Rule 12.1 to Rule 12.4 inclusive shall apply subject to the provisions of the ASX Settlement Operating Rules.

13. Sale of Shares subject to lien

• 13.1 The Company may sell in such manner as the Directors think fit, any Shares on which the Company has a lien ( Lien Sale ), but no sale shall be made unless:

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• (a) there is unpaid money in respect of which the lien exists;

• (b) a notice in writing stating and demanding payment of such money has been given to the registered holder for the time being of the Shares or the person entitled to the Shares by reason of the Member’s death or bankruptcy; and

• (c) a period of 14 days has elapsed since the giving of the notice.

• 13.2 The following shall apply to a Lien Sale:

• (a) to give effect to any such sale the Directors may authorise any person to effect a transfer of the Shares sold to the relevant purchaser;

• (b) the purchaser shall be registered as the holder of the Shares comprised in any such transfer, and it shall not be bound to see to the application of the purchase money, nor shall a purchaser’s title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale; and

• (c) the purchaser shall be deemed to hold the Share free from all calls, instalments, interest and expenses due prior to such purchase.

• 13.3 Unless the Directors do not require production of a certificate to effect the transfer, the holder of the certificate of any Share sold under this Rule shall be bound to deliver the certificate to the Directors and if it fails to do so the Company may, without prejudice to any of the Company's rights against such holder, cancel the share certificate.

• 13.4 The proceeds of the Shares sold shall be received by the Company and applied to the payment of all Share sale expenses and in payment of any outstanding lien. Any residue shall be paid to the person entitled to the Shares at the date of the sale unless another lien on the Shares has arisen in respect of sums which were not presently payable before the sale.

14. Calls on Shares

• 14.1 The Directors may at any time after allotment, make calls on the Members in respect of any money which remains unpaid on their Shares except where the conditions of allotment in respect of the Shares made payments payable at fixed times.

• 14.2 Directors may require a call to be paid in instalments.

• 14.3 The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

• 14.4 Where the Company is Listed, the Company shall immediately notify ASX of any call to be made in respect of Shares.

[See LR 3.10.2]

• 14.5 A Member shall pay the amount of any call made on it to the persons and at the times and places nominated by the Directors.

• 14.6 Each Member on whom a call is to be made shall be given such prior notice prescribed under the Listing Rules before the due date for payment and such notice shall state:

• (a) the name of the shareholder;

• (b) the number of partly Paid Shares held by the shareholder;

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• (c) the amount of the call;

• (d) the due date for payment;

• (e) the consequences of non-payment of the call;

• (f) the last day for trading of the Shares on which the call is to be made (which shall be the business day prior to the due date for payment);

• (g) the last day for acceptance at the office of the Register of lodgements of transfers of the Shares on which the call is to be made (which shall be no earlier than that number of Business Days prior to the due date for payment as specified in the Listing Rules); and

• (h) where the Company is Listed:

• (1) the latest available market price on ASX of the Shares on which the call is being made (or the instalment due) before the date of issue of the call notice;

• (2) the highest and lowest market price on ASX of the Shares on which the call is being made (or the instalment due) during the three Months immediately preceding the date of issue of the call notice and the respective dates of those sales;

• (3) the latest available market sale price on ASX of the Shares on which the call is being made (or the instalment due) immediately before the announcement to ASX that it is intended to make a call; and

• (4) where the Company has quoted Shares that are (or would be if fully Paid) in the same class as the Shares on which the call is being made, the information required by Rules 14.6(h)(1) - 14.6(h)(3) if the Shares the subject of the call were fully Paid.

[See paragraph 4.2 of Appendix 6A of the LRs]

• 14.7 Where the Company is Listed, Rule 14.6 shall apply subject to the Listing Rules and the ASX Settlement Operating Rules.

• 14.8 Notwithstanding anything contained in Rule 14.6, the Directors may by notice in writing to the Members revoke the call at any time before the date nominated for payment of the call.

• 14.9 A call shall be deemed to have been made at the time when a resolution of the Directors authorising the call was passed.

• 14.10 The Joint Holders of a Share shall be jointly and severally liable to pay all instalments and calls in respect of such Share, and such several liability shall be enforceable against the estate of any deceased Joint Holder.

• 14.11 If a sum called in respect of a Share is not Paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment to the time of actual payment at the rate of 1% per annum in excess of the Prime Rate but the Directors shall have the discretion to waive payment of that interest wholly or in part, or may accept payment of the same by instalments.

• 14.12 In any action by the Company against any Member for the recovery of any money payable on any allotment of Shares or due under any call or instalment or in respect of any Share it shall be sufficient to prove that:

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• (a) the name of the Member sued is entered in the Register as the holder or one of the holders of the Shares in respect of which the debt accrued;

• (b) that the resolution making the allotment or call is duly recorded in the minute book; and

• (c) that the notice of such allotment or call was duly given to such Member,

and the proof of these matters shall be conclusive evidence of the debt and it shall not be necessary to prove the appointment of the Directors who made the allotment or call or that a quorum was present at the meeting of Directors at which the allotment or call was made, or any other matter.

• 14.13 Any sum which by the terms of issue of a Share becomes payable on allotment or at any fixed date shall for the purposes of this Constitution be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable and if not Paid all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture, lien or otherwise shall apply as if the sum had become payable by virtue of a duly notified call.

• 14.14 The Directors may if they think fit receive from any Member willing to advance the same all or any part of the money uncalled and unpaid on any Shares held by the Member. The Directors may pay interest on all or any part of the money so advanced until the same would but for the advance become payable. Interest shall be paid at such rate as the Directors and the Member making the advance shall agree. The Company is under no obligation to repay the same but the Directors may repay the whole or any part of such money on giving the Member at least one Month’s notice. Amounts paid on Shares and advanced calls shall not confer the right to participate in Dividends.

15. Forfeiture of Shares

• 15.1 If a Member fails to pay any call or instalment of a call on the day appointed for payment, the Directors may, at any time after the day appointed for payment, during such time as any part of the call or instalment remains unpaid, serve a Call Notice on the Member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

• 15.2 The Call Notice shall:

• (a) name a further day (not earlier than the expiration of 14 days or ten Business Days, whichever period shall be the greater, from the date of the Call Notice) on or before which the payment required by the Call Notice is to be made; and

• (b) state that, in the event of non-payment at or before the time appointed ( Relevant Day the Shares in respect of which the call is made or the instalment is payable will be liable to be forfeited.

• 15.3 If the requirements of any such Call Notice are not complied with by the Relevant Day, any Share in respect of which the Call Notice has been given may at any time after the Relevant Day, before the payment required by the notice has been made (together with all Dividends or other distributions declared in respect of the forfeited Shares and unpaid), be forfeited by a resolution of the Directors to that effect.

• 15.4 When any Share is so forfeited, notice of the forfeiture shall be given to the Member in whose name it stood immediately prior to the forfeiture and an entry of forfeiture with the date that the Share was forfeited shall be entered in the Register.

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• 15.5 Any Shares forfeited in accordance with the terms of this Rule shall be re-issued, sold or otherwise disposed of in accordance with the provisions of the Corporations Act and, in the event the Company is Listed, in accordance with the provisions of the Listing Rules.

• 15.6 A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but shall remain liable to pay and shall pay to the Company all money which, at the date of forfeiture, was payable by that person to the Company in respect of the Shares (together with interest at the rate of 1% per annum in excess of the Prime Rate from the date of forfeiture on the money for the time being unpaid if the Directors think fit to enforce payment of such interest), but this liability shall cease if and when the Company receives payment in full of all such money in respect of the Shares.

• 15.7 In the event of any Share being forfeited and sold the residue of the proceeds of such sale after the satisfaction of the money due and unpaid in respect of such Share and accrued interest and expenses incurred by the Company in relation to the forfeiture shall be held in trust until paid to the Member in whose name such Share stood immediately prior to the forfeiture or to the executors administrators or assigns of the Member, or as the Member directs. The Company shall make such payment of the residue of the sale proceeds within five Business Days of the receipt of the relevant share certificate.

• 15.8 The Directors may at any time before any forfeited Share is sold or otherwise disposed of with the consent of the Member in whose name the Share stood immediately prior to the forfeiture annul the forfeiture on such terms and conditions as they shall think fit.

• 15.9

• A statement in writing by a Director or the Secretary of the Company that:

• (a) the call or instalment Paid in respect of any Share was made or was due;

• (b) the Call Notice was duly served;

• (c) default in payment of the call or instalment was made; and

• (d) a Share in the Company has been duly forfeited by a resolution of the Directors to that effect on a date stated in the statement,

shall be conclusive evidence of the facts stated in the statement as against all persons claiming to be entitled to the Share and of the title of the Company to dispose of the Share.

• 15.10 The Directors may accept a surrender of any Share by way of compromise of any question as to the holder being properly registered in respect of the Share. Any Shares so surrendered may be disposed of in the same manner as forfeited Shares.

• 15.11 The Company may receive the consideration, if any, given for a forfeited Share or a surrendered Share on any sale or disposition and the Directors may authorise any person to transfer the Share to the person to whom the Share is sold or disposed of and that person shall then be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor will title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, surrender or disposal of the Share. The remedy of any person aggrieved by any such sale or disposal shall lie in damages only against the Company.

• 15.12 To the extent that it may be necessary, the Directors are authorised to do all acts and to take all reasonable steps to effect the sale of any Shares the subject of this Rule 15 subject to, in the event that the Company is Listed, the requirements of the Listing Rules or the ASX Settlement Operating Rules.

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16. Transfer of Shares

• 16.1 The Company may participate in any computerised or electronic system for market settlement, securities transfer and registration conducted in accordance with the Corporations Act, the Listing Rules and the ASX Settlement Operating Rules.

• 16.2 If the Company participates in a system of the kind referred to in Rule 16.1, then notwithstanding any other provision of this Constitution, the Company shall comply with and give effect to the ASX Settlement Operating Rules.

• 16.3 Subject to the provisions of this Rule and the Corporations Act, Securities in the Company may be transferred as follows:

• (a) in the case of an ASTC - Regulated Transfer, in any manner required or permitted by the Listing Rules or the ASX Settlement Operating Rules; and

• (b) in other cases, in the following form, or in common form (or in any form approved or adopted by ASX, or in any form approved by the Directors) or as near to the form as circumstances will permit:

Magmatic Resources Limited ACN 615 598 322

I,

of

in consideration of the sum of

paid to me by (Purchaser)

of

transfer to the Purchaser the ………………………… shares numbered ……………….. to ……………………..inclusive standing in my name in the Register of Members to hold the same unto the Purchaser absolutely subject to the conditions on which I held the same immediately before the execution of this form. And I, the Purchaser, agree to take the said shares subject to such conditions.

Signed the day of

(Signatures of transferor and transferee)

• 16.4 In the case of all non-ASTC - Regulated Transfers, the following provisions shall apply:

• (a) when a Share to be transferred is not distinguished by a separate number, the instrument of transfer shall specify the total number of Shares to be transferred and when a Share to be transferred is distinguished by a separate number, the instrument of transfer shall, in addition to specifying the total number of Shares to be transferred, specify the distinguishing number or numbers of the Shares being transferred;

• (b) the transferor shall be deemed to remain the holder of such Share until the name of the transferee is entered in the Register in respect;

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• (c) the Company may charge a reasonable fee for registering a paper based transfer in registrable form;

[See LR 8.14]

• (d) every instrument of transfer shall be left at the Office for registration accompanied by the following:

• (1) the certificate of the Share to be transferred;

• (2) such other evidence to be transferred and such other evidence as the Directors may reasonably require to prove the title of the transferor or his right to transfer the Share, the due execution of the transfer and the due compliance with the requirements of any law;

• (e) despite Rule 16.4(d), if, in accordance with the Corporations Act:

• (1) a certificate covering Shares to be transferred has not been issued by the Company; and

• (2) the instrument of transfer covering such Share is not required to be accompanied by a certificate,

the instrument of transfer left at the Office for registration need not be accompanied by such a certificate;

• (f) if transfer or stamp duty is payable on the transfer of Shares, every instrument of transfer shall be presented to the Company duly stamped, or certified in accordance with the provisions of part 7.11 division 2 of the Corporations Act that stamp duty has been or will be paid. The Directors may require production of evidence that the provisions of any other Commonwealth or State statute imposing a tax or duty on the transfer have been complied with;

• (g) the instrument of transfer, when registered, shall be retained by the Company for such period as may be required by law, after which it may be destroyed at any time. Any instrument of transfer which the Directors shall decline to register shall be returned to the person lodging it, except in the case of fraud;

• (h) the Company shall dispatch within three Business Days or (in the event that the Company is Listed), such other time as provided by the Listing Rules, after the day of lodgement of a registrable transfer of Securities of the Company a certificate in respect of such Securities and a balance certificate for any remainder. Where a marking is made against a certificate, the Company, in the absence of instructions to the contrary, shall dispatch to the seller of those Securities or if so instructed, to the lodging broker within three Business Days or (in the event that the Company is Listed) such other time as laid down by the Listing Rules, from the date of the last marking, a balance certificate for the number of Securities against which no marking has been made;

[See Appendix 8A of the LR]

• (i) where an instrument of transfer of Shares is signed by a Member or his attorney, and the Member was of unsound mind at the time the Member executed the transfer or the power of attorney under which such transfer was signed, or subsequently became of unsound mind, the Company shall be under no liability for registering as a Member of the transferee of such Shares if the Company had no notice of such unsoundness of mind at the time of the registration of the transfer.

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• 16.5 Except as required by law and subject to Rules 16.6 and 82.1, the Company shall not refuse to register or fail to register or give effect to any transfer of Shares in registrable form lodged with the Company.

[See LR 8.10, LR 8.10.1]

• 16.6 Where the Company is listed it shall not refuse, prevent, delay or in any way interfere with the registration of a Proper ASTC Transfer or seek to apply a holding lock to prevent a Proper ASTC Transfer unless permitted to do so by the Listing Rules or the ASX Settlement Operating Rules, as the case may be.

[See LR 8.10]

• 16.7 If, when permitted to do so, the Directors refuse to register a transfer of Shares or apply a holding lock, the Company shall give to the lodging party written notice of the refusal and the precise reasons for such action within five Business Days after the date on which the transfer was lodged with the Company.

[See LR 8.10.2, LR 8.10.3]

17. Transmission of Shares

• 17.1 In the case of the death of a Member, the survivor or survivors where the deceased was a Joint Holder and the legal personal representatives of the deceased where the Member was a sole holder, shall be the only persons recognised by the Company as having any title to the Member’s interest in the Shares but nothing in these Rules shall release the estate of a deceased Joint Holder from any liability in respect of any Share which had been jointly held by the Member with other persons.

• 17.2 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation of a Member may, on such evidence being produced as may from time to time properly be required by the Directors and subject to these Rules, elect either:

• (a) to be registered as holder of the Share; or

• (b) subject to the provisions of this Constitution, the Listing Rules and the ASX Settlement Operating Rules (in the event that the Company is Listed as the case may be) with respect to the transfer of Shares, effect a transfer of the Shares,

but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by that Member before the death, bankruptcy or liquidation of the Member.

• 17.3 Any person lawfully administering the estate of a Member under the provisions of any law relating to mental health or any law relating to the administration of estates of patients or infirm persons shall, subject to the provisions set out in Rule 17.2, have the same rights as are set out in Rule 17.2.

• 17.4 If, under Rule 17.2 or Rule 17.3, a person elects to be registered as the holder of any Share that person shall deliver or send to the Company a notice in writing signed by that person and confirming the election.

• 17.5 If, under Rule 17.2 or Rule 17.3, a person elects to transfer the Share to another person, that person shall testify its election by executing in favour of that person a transfer of the Share or effecting an SCH regulated transfer of the Share to that person (as the case may be).

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• 17.6 All limitations, restrictions and provisions of this Constitution relating to the right to transfer and the registration of transfers of Shares (including ASTC - Regulated Transfers) shall be applicable to any notice of transfer referred to in Rule 17.4 or Rule 17.5 respectively as if the Member who has died or has become bankrupt or has gone into liquidation or whose estate is being administered as set out in Rule 17.3 has signed such notice of transfer.

• 17.7 Where the registered holder of any Share dies or becomes bankrupt its personal representative or the assignee of its estate, as the case may be, shall on the production of such evidence as may from time to time be properly required by the Directors in that behalf, be entitled to the same Dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting, or otherwise), as the registered holder would have been entitled to if the registered holder had not died or become bankrupt and where two or more persons are jointly entitled to any Share in consequence of the death of the registered holder they shall, for the purposes of this Constitution, be deemed to be Joint Holders of the Share.

• 17.8 Until a person entitled by transmission to any Shares has proved its title to the satisfaction of the Directors, the Company may retain any Dividend or bonus declared on such Shares.

• 17.9 The provisions of this Rule 17 shall be subject to the operation of the ASX Settlement Operating Rules to any Securities registered at a Securities Clearing House.

18. Register of Members

• 18.1 The transfer books and the Register shall be kept by the Secretary under the control of the Directors (or in such other manner as permitted by the Corporations Act) and may be closed during such time as the Directors think fit in accordance with the requirements of:

• (a) the Corporations Act; and

• (b) if the Company is Listed, the Listing Rules and the ASX Settlement Operating Rules.

• 18.2 Where the Company is Listed, the Directors shall immediately notify ASX of any intention to:

• (a) fix a record date to determine entitlements to a reduction of Capital stating the record date, which shall be that date specified in the Listing Rules; and

• (b) fix any other record date and the reason therefore, stating the record date, which shall be that number of Business Days specified from time to time in the Listing Rules or the ASX Settlement Operating Rules after the notification, and the address of share registries at which documents will be accepted for registration until 5.00pm on the record date or in the case of a Proper ASTC Transfer, until such later time on the record date as may be permitted by the ASX Settlement Operating Rules.

[See LR 3.20 and Appendices 3A and 7A of the LR]

• 18.3 In the event of there being at any one time more than three persons jointly holding Securities in the Company, the Directors may only record the first three persons in the register and the names of all other holders shall be disregarded for the purposes of registration.

19. Alteration of Capital

The Company in Meeting may from time to time by ordinary resolution:

• (a) without limiting the power of the directors pursuant to Rule 4.1, increase the Share Capital in such manner and to such extent as the resolution shall prescribe;

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• (b) consolidate all or any of its Share Capital into Shares of smaller number;

• (c) subdivide its Shares or any of them into Shares of a larger number and in the case of a subdivision of a partly Paid Share, the proportion between the amount paid and the amount (if any) unpaid on each both before and after subdivision must remain the same; or

• (d) cancel Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its Share Capital by the amount of the Shares so cancelled.

20. Reduction of Capital

• 20.1 Subject to Rule 9, the Company may, in accordance with the Corporations Act, reduce its Share Capital or any Capital account in any manner and with, and subject to, any incident, authority or consent required by law.

• 20.2 The Directors may do all the things necessary and expedient to obtain the confirmation of any reduction of Capital which the Company desires to effect.

21. Meetings

• 21.1 An annual general meeting of the Company shall be held in accordance with the provisions of the Corporations Act.

• 21.2 The Directors shall convene a Meeting of the Company:

• (a) on the requisition of a majority of Directors;

• (b) on the requisition of such other person as shall be entitled to requisition such Meeting under the law; or

• (c) on the Board so resolving,

and the Directors shall comply with any provisions of the Corporations Act with respect to the convening of such Meetings.

• 21.3 Subject to the provisions of the Corporations Act relating to special resolutions, special notice and agreements for shorter notice:

• (a) where the Company is Listed, 28 days' notice; or

• (b) otherwise, 21 days' notice,

at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) shall be given to such persons as are entitled to receive such notices from the Company under this Constitution which notice shall specify the place, the day and the hour of the Meeting and, except as provided by Rule 21.4, the general nature of the business to be transacted at the Meeting.

• 21.4 It is not necessary for a notice of annual general meeting to state that the business to be transacted at the Meeting includes the declaring of a Dividend, the consideration of Financial Statements and the reports of the Directors and Auditors, the election of Directors in the place of those retiring by rotation or otherwise or the appointment and fixing of the remuneration of the Auditors.

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• 21.5 The accidental omission to give the notice required by this Constitution to any of the Members or the non-receipt of such notice by any Member shall not invalidate any resolution passed at a Meeting or adjournment of the Meeting.

• 21.6 Where the Company is listed, the Company shall give the Home Branch a copy of all documents it proposes to send to persons entitled to receive those documents from the Company in respect of every Meeting, immediately prior to dispatch of the same.

[See LR 3.17]

• 21.7 Every notice given to such persons as are entitled to receive such notices from the Company under the provisions of this Constitution shall be accompanied by a form of proxy in a form substantially in accordance with the form set out in Rule 30 of this Constitution. The form of proxy shall be blank as far as the person primarily to be appointed as proxy is concerned.

[See LR 14.2]

22. Quorum at Meetings

• 22.1 No business shall be transacted at any Meeting unless a quorum of Members is present at the time when the meeting proceeds to business.

• 22.2 The Company may hold a Meeting at two or more venues in Australia or at such other place as may be determined by the Directors using any form of technology which gives the Members a reasonable opportunity to participate.

• 22.3 If the place of the Meeting is determined by the Directors not to be a physical location and is facilitated by an instantaneous communication device which, by itself or in conjunction with other arrangements:

• (a) gives the general body of Members a reasonable opportunity to participate in the business of the Meeting; and

• (b) enables the Members to vote on a show of hands, on a poll or by direct voting as permitted by Rule 28,

a Member present at the place is taken to be present at the Meeting and entitled to exercise all rights of a member present.

• 22.4 If a separate meeting place is linked to the main place of a Meeting by an instantaneous communication device which, by itself or in conjunction with other arrangements:

• (a) gives the general body of Members in the separate meeting place a reasonable opportunity to participate in the business of the Meeting in the main place; and

• (b) enables the Members in the separate meeting place to vote on a show of hands, on a poll or by direct voting as permitted by Rule 28,

a Member present at the separate meeting place is taken to be present at the Meeting and entitled to exercise all rights as if he or she was present at the main place.

• 22.5 If the technology used in accordance with Rule 22.2 encounters a technical difficulty, whether before or during the Meeting, which results in a Member not being able to participate in the Meeting, the Chairman may, subject to the Corporations Act and this Constitution, allow the Meeting to continue or may adjourn the Meeting either for such reasonable period as may be required to fix the technology or to such other time and location as the Chairman deems appropriate.

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• 22.6 Subject to Rule 22.7, three Members present (including in attendance in accordance with Rules 22.3 or 22.4) shall be a quorum.

• 22.7 If within fifteen minutes from the time appointed for the Meeting a quorum is not present, the Meeting:

• (a) if convened on the requisition of Members, shall be dissolved; and

• (b) in any other case, it shall stand adjourned to the same day in the next week at the same time and place, but no notice of such adjournment shall be required to be given to the Members. If at the adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting, the Meeting shall proceed with whatever may be the number of Members present, and those Members present shall be deemed to constitute a quorum.

• 22.8 In this Rule, Member present includes a person attending in person, as a proxy or attorney of a Member or as a Corporate Representative of a corporation which is a Member including in attendance in accordance with Rules 22.3 or 22.4.

23. Chairman at Meetings

• 23.1 The Chairman of Directors or, in the absence of the Chairman of Directors, the Deputy Chairman (if any) shall be entitled to take the chair at every Meeting.

• 23.2 The Directors shall be entitled to elect a Director or any other person as Chairman for all or part of any Meeting.

• 23.3 If at any Meeting:

• (a) the Company has no Chairman of Directors, Deputy Chairman or Chairman appointed in accordance with Rule 23.2;

• (b) neither the Chairman of Directors, the Deputy Chairman nor the Chairman appointed in accordance with Rule 23.2 is present within 15 minutes after the time appointed for holding the Meeting; or

• (c) neither the Chairman of Directors, the Deputy Chairman nor the Chairman appointed in accordance with Rule 23.2 is willing to act as Chairman,

the Members present shall choose another Director as Chairman and if no other Director is present, or if all the Directors present decline to act, then the Members shall choose one of their number to be Chairman.

24. Conduct of general Meetings

• 24.1 The Chairman shall at any time prior to, at or during a Meeting determine:

• (a) the conduct of the Meeting;

• (b) the security arrangements to apply to the Meeting; and

• (c) the procedures to be adopted at the Meeting, which in the Chairman’s opinion are necessary or desirable for proper and orderly debate or discussion (including limiting the time that a person may speak on a motion or other item of business) and the proper and orderly casting or recording of votes at the Meeting.

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• 24.2 The Chairman or any person acting with the Chairman's authority may at any meeting:

• (a) require any person wishing to attend to comply with any search or other security arrangements;

• (b) refuse access to the Meeting to any person who does not comply with the security arrangements;

• (c) refuse access to the Meeting to any person who possesses a recording or broadcasting device; or

• (d) refuse access to the Meeting to any person who possesses any item or chattel considered to be dangerous, offensive or disruptive to the Meeting.

• 24.3 At any Meeting, the Chairman may, if it is considered necessary or desirable for the proper and orderly conduct of the Meeting:

• (a) stop debate or discussion on any business, resolution, motion or question; and

• (b) if appropriate, require the business, resolution, motion or question to be voted on by the Members.

• 24.4 A Director shall be entitled to attend and speak at any Meeting.

25. Adjournments and postponement of Meetings

• 25.1 Subject to Rule 25.2, the Chairman may:

• (a) with the consent of any Meeting at which a quorum is present, adjourn the Meeting from time to time and from place to place; and

• (b) without the consent of any Meeting, adjourn the Meeting from time to time and from place to place where it appears the facilities are inadequate to enable all persons to attend and be heard at the Meeting or it is impossible for the Chairman to maintain order or to enable the conduct of a poll.

• 25.2 Any poll duly demanded on the election of a Chairman of a Meeting, or on any question of adjournment, shall be taken at the Meeting without adjournment.

• 25.3 No business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.

• 25.4 When a Meeting is adjourned for 14 days or more, seven days' notice shall be given of the place, date and time of the adjourned Meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at such adjourned Meeting.

• 25.5 Save as provided in Rule 25.4, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned Meeting.

• 25.6 The Directors may postpone any Meeting from time to time by giving notice to all Members of the place, date and time of the postponed Meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the postponed Meeting.

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26. Voting rights of Members

• 26.1 Subject to this Constitution, a holder of Ordinary Shares in the Company shall be entitled to be present at any Meeting, and to vote in respect of Ordinary Shares held by the holder. Any Member present at any Meeting may decline to vote on any question put to that Meeting, but shall not by so doing be considered absent from the Meeting. A Member may use direct voting if permitted by and subject to compliance with Rule 28 and any regulations adopted under Rule 28.2.

• 26.2 Unless otherwise provided in this Constitution, every Member present in person (including in attendance in accordance with Rules 22.3 or 22.4) or by proxy or by attorney or (in the case of a body corporate) by Corporate Representative shall be entitled:

• (a) on a show of hands, to one vote; and

[See LR 6.8]

• (b) subject to Rule 26.7, on a poll, to one vote for each Share of which the Member is the holder.

[See LR 6.9]

• 26.3 Except where otherwise provided by the Corporations Act or this Constitution, every question to be decided by any Meeting shall be decided by a majority on a show of hands by persons present who are Members, or proxies or attorneys or Corporate Representatives entitled to act under this Constitution, unless immediately on the declaration of the result of the show of hands a poll be directed by the Chairman of the Meeting, demanded in the manner provided in Rule 27 or the Directors determine that the direct voting will be available in accordance with Rule 28.

• 26.4 Unless a poll is demanded, a declaration by the Chairman that a resolution has in a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minutes of the Meeting is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

• 26.5 Where any persons are registered as Joint Holders of a Share any one of such persons may vote at any Meeting either personally (including in attendance in accordance with Rules 22.3 or 22.4) or by proxy or Corporate Representative in respect of such Share as if the person was solely entitled and if more than one Joint Holder is present at any Meeting personally or by proxy attorney or Corporate Representative the senior of such persons shall alone be entitled to vote in respect of the jointly held Share. Seniority shall be determined by the order in which the names of the holders stand in the Register.

• 26.6 A Member holding Shares in respect of which all sums due and payable to the Company have not been Paid shall not be entitled to attend and vote at Meetings in respect of such Shares but shall be entitled to attend Meetings and vote in respect of all other Shares held in respect of which no sums are due and payable to the Company.

• 26.7 Where a poll is demanded, a Member holding partly Paid Shares shall be entitled, for each Share, to a fraction of a vote equivalent to the proportion which the amount Paid up (not credited) bears to the total issue price for the Share (excluding amounts credited).

[See LR 6.9]

• 26.8 A Member who is of unsound mind or whose personal estate is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his Committee or by the Public Trustee or by such other person as properly has the

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management of his estate, and such Committee, Public Trustee or other person may vote by proxy or attorney.

• 26.9 No objection shall be raised to the qualification of any voter except at the Meeting or adjourned Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such Meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting whose decision shall be final and conclusive.

27. Poll

• 27.1 Subject to this Constitution, a poll may be demanded by:

• (a) the Chairman, at any time;

• (b) not less than five Members having the right to vote on the resolution present in person or by proxy, attorney or Corporate Representative (including any of them in attendance in accordance with Rules 22.3 or 22.4); and

• (c) by any one or more Members present in person or by proxy, attorney or Corporate Representative (including any of them in attendance in accordance with Rules 22.3 or 22.4) holding Shares conferring a right to vote on the resolution, being Shares on which an aggregate sum has been Paid up equal to not less than 5% of the total sum Paid up on all the Shares conferring that right.

• 27.2 Any poll demanded under this Constitution shall be taken at such time and place and in such manner as the Chairman of the Meeting shall direct and, subject to Rule 25.2, shall be taken either at once, or after an interval or adjournment, and the result of the polls shall be deemed to be the resolution of the Meeting at which the poll was demanded.

• 27.3 The demand of a poll shall not prevent the continuance of a Meeting for the transaction of any business other than the question on which the poll has been demanded.

• 27.4 The demand of a poll may be withdrawn at any Meeting before the conduct of such poll.

28. Direct Voting

• 28.1 The Directors may determine that at any Meeting, a Shareholder who is entitled to attend and vote on a resolution at that Meeting is entitled to a direct vote in respect of that resolution. A “direct vote” includes a vote delivered to the Company by post, fax, or other electronic means approved by the Directors.

• 28.2 The Directors may prescribe regulations, rules and procedures in relation to direct voting, including specifying the form, method and timing of giving a direct vote at a Meeting in order for the vote to be valid.

29. Casting vote

The person in the chair at a Meeting shall not, in the case of an equality of votes on a show of hands or on a poll, have a second or casting vote.

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30. Proxies

• 30.1 Any person who is entitled to attend and vote at any Meeting of the Company may appoint:

• (a) where the Member is entitled to cast one vote on a poll, one person; or

• (b) where the Member is entitled to cast more than one vote on a poll, not more than two other persons,

(whether Members or not) as the Member’s proxy or proxies to attend and vote at the Meeting on the Member’s behalf.

• 30.2 A proxy appointed to attend and vote at a Meeting on behalf of a Member shall have the same right as the Member to speak at the Meeting.

• 30.3 A Member may instruct the Member’s proxy or proxies to vote for or against, or abstain from voting on, any specific resolution submitted to a Meeting at which such proxy or proxies are present.

• [See LR 14.2.1]

• 30.4 Where a Member appoints two proxies:

• (a) the appointment may specify the proportion or number of votes that the proxy may exercise; and

• (b) otherwise, each proxy may exercise half of the votes.

• 30.5 Despite anything to the contrary contained in this Constitution, if a Member appoints one proxy only, that proxy shall be entitled to vote on a show of hands, but if a Member appoints two proxies, neither proxy shall be entitled to vote on a show of hands.

• 30.6 If a Member appoints:

• (a) one proxy only, that proxy shall be entitled on a poll to one vote for each Share held by the appointor Member; or

• (b) two proxies, each proxy shall be entitled on a poll to that number of votes determined in accordance with Rule 30.4.

• 30.7 Where a proxy and a Member who appointed such proxy both attend at the Meeting or adjourned Meeting, or on the taking of a poll:

• (a) where the proxy is appointed to represent the whole of a Member's voting rights, the Member shall not be entitled to vote at the Meeting or adjourned Meeting or to vote on the poll, as the case may be, unless notice in writing of the revocation of the instrument appointing such proxy shall have been received at the place for deposit of proxies or by the Chairman before the Meeting or adjourned Meeting or the poll is taken; and

• (b) where the proxy is appointed for a specified portion of that Member's voting rights only, the Member shall be entitled to vote at the Meeting or adjourned Meeting or to vote on the poll as if the Shares or the portion of Shares in respect of which the Member has not appointed a proxy were the only Shares held by the Member provided that in this case the proxy shall not be entitled to vote on a show of hands.

• 30.8 The instrument appointing a proxy shall be in writing under the hand of the appointor or the appointor’s attorney duly authorised in writing or if such appointor is a corporation, properly executed by the corporation under the Corporations Act.

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• 30.9 Despite anything else in this Constitution:

• (a) where any Share is jointly held, the instrument appointing a proxy may be signed by the Joint Holders of such Share or by any one or more of them; and

• (b) where more than one person is entitled by transmission under Rule 17 to a Share in the Company, the instrument appointing a proxy may be signed by all the persons so entitled or any one or more of them.

• 30.10 A proxy shall not remain in force for a period of more than three Months from the date of the proxy, unless such proxy is incorporated in a power of attorney.

• 30.11 Every instrument of proxy whether for a specified Meeting or otherwise shall be in the following form or in any other form which the Directors may approve or which may be required by the Corporations Act or (in the event that the Company is Listed) the Listing Rules:

Magmatic Resources Limited ACN 615 598 322

I,

of

appoint

of

or

• (a)

of

in respect of …………. per cent of my voting rights in the Company;

and

• (b)

of

in respect of ………….. per cent of my voting rights in the Company

or failing her/him or them, the Chairman of the Meeting as my proxy or proxies to vote for me and on my behalf at the General Meeting (or annual general meeting as the case may be) of the Company to be held on the day of and at any adjournment. Subject to the Corporations Act and the Listing Rules, the Chairman of the Meeting intends to vote undirected proxies [in favour of/against] resolution [ ].

This form is to be used in favour of the resolution *against

...................................................................

Signature of Shareholder

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*(Strike out whichever is not desired or is inapplicable)

**To be inserted if desired.

[See LR 14.2.2]

• 30.12 Any instrument appointing a proxy which is entitled to be used at a Meeting at which any resolution is proposed to be passed shall clearly indicate that the holder of the proxy is entitled to vote for or against such resolution as directed by the Member or failing such direction, at the discretion of the holder of the proxy.

• 30.13 For the purposes of Rule 30.8, a proxy appointment received at an electronic address or provided by other electronic means will be taken to be signed or authenticated by the appointor if:

• (a) a personal identification code allocated by the Company to the appointor has been input into the appointment;

• (b) the appointment has been verified in another manner approved by the Directors; or

• (c) it is otherwise authenticated in accordance with the Corporations Act.

31. Powers of attorney

• 31.1 Any Member may by power of attorney appoint an attorney to attend and act and vote at any Meetings of the Company on behalf of such Member and as his or its proxy without any special appointment other than such power of attorney ( Attorney ).

• 31.2 An Attorney shall be appointed in writing under the hand and seal of the Member and attested by one witness, or if the appointor is a corporation, properly executed by the corporation under the Corporations Act.

• 31.3 An Attorney appointed in accordance with this Rule may, within the limits of the relevant power of attorney and whether the Attorney is a Member of the Company or not, appoint in writing as proxy on behalf of the appointor, a person (whether a Member of the Company or not) who shall be deemed to be the proxy of such appointor.

• 31.4 An Attorney appointed in accordance with this Rule, whether the Attorney is a Member of the Company or not, may on behalf of the Attorney’s appointor, within the limits of the relevant power of attorney, sign any consent which the appointor would under this Constitution be required or entitled to sign.

• 31.5 Any Attorney appointed in accordance with this Rule and any substitute Attorney or proxy appointed may attend and take part in the proceedings of and vote at all Meetings of the Company (or any Meeting of any class of shareholders in the Company of which such Member is a Member) so long as the power of attorney shall remain in force in the same manner as the Member could do if the Member was personally present. If the power of attorney is expressed to be given for value, the votes of the Attorney or substitute Attorney or proxy shall take precedence over the votes of the Member or of any other proxy appointed by or claiming under the Member.

32. Appointing instrument to be deposited with Company

• 32.1 The following instruments shall be deposited at the Office or at such other place as is specified for that purpose:

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• (a) any instrument appointing a proxy under Rule 30, together with the power of attorney or other authority, if any, under which it is signed; and

• (b) any power of attorney under Rule 31.

• 32.2 Any such instrument shall be forwarded to the Company not less than 48 hours before the time for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote or, in the case of a poll, not less than 48 hours before the time appointed for the taking of the poll.

• 32.3 Any instrument which is not deposited with the Company in the manner and within the time provided in this Rule is invalid.

• 32.4 Subject to the Corporations Act, a copy of any of the instruments referred to in Rule 32.1 may be deposited at the Office if such copy has been certified as being a true and correct copy by either a Justice of the Peace, Solicitor or Notary Public.

• 32.5 Despite anything else in this Constitution, where a Corporate Representative is appointed and:

• (a) the appointment is a standing one, the certificate appointing a Corporate Representative is not required to be produced to the Company prior to the commencement of a Meeting at which a Corporate Representative proposes to attend where:

  • (1) the certificate appointing the Corporate Representative has been previously produced to the Company;

  • (2) the Corporate Representative is entitled to attend the Meeting on the basis of the same certificate (without amendment or extension) as the certificate referred to in Rule 32.5; and

  • (3) the certificate referred to in Rule 32.5 is otherwise valid; or

• (b) otherwise, a certificate appointing a Corporate Representative must be produced to the Company prior to the commencement of a Meeting at which a Corporate Representative proposes to attend.

33. Revocation and invalidity of instruments

A vote given in accordance with the terms of the instrument appointing a proxy, attorney or Corporate Representative shall be valid, subject to Rule 30, despite;

• (a) the death of the principal;

• (b) the unsoundness of mind of the principal;

• (c) the winding up or dissolution of the principal, if a corporate body; or

• (d) the revocation of the instrument or the power of attorney under which the instrument was executed,

so long as no notice in writing of any such event is received at the place for deposit of proxies or by the Chairman before the Meeting or the adjourned Meeting takes place or the poll is taken.

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34. Number of Directors

• 34.1 The Company may from time to time by resolution passed at a Meeting increase or reduce the number of Directors.

• 34.2 Subject to Rule 34.1, the number of Directors shall be:

• (a) not less than three; and

• (b) no more than nine.

35. Qualification of Directors, Alternate Directors and Associate Directors

• 35.1 Every Director shall be a natural person.

• 35.2 A Director, Alternate Director or Associate Director need not be a shareholder.

36. Vacation of office of Director

• 36.1 The office of the Director shall become vacant if the Director:

• (a) ceases to be a Director by virtue of the Corporations Act or by order of any court of competent jurisdiction;

• (b) becomes prohibited from being a Director by reason of any order made under the Corporations Act;

• (c) becomes bankrupt or suspends payment or makes any arrangement or composition with his creditors generally;

• (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

• (e) resigns his office under Rule 36.2 provided that in the case of an Executive Director holding office as such for a fixed term such resignation and vacation of office shall be without prejudice to any claims that the Company may have against the Executive Director for any breach of any contract of service between the Executive Director and the Company;

• (f) for a continuous period of more than six Months is absent without the permission of the Directors from meetings of the Directors held during that period, provided that attendance by the Alternate for the Director shall be deemed to be attendance by the Director for the purposes of this paragraph;

• (g) is removed from office under Rule 37; or

• (h) where the Director is a shareholder, fails to pay any call within four weeks from the date such call is made payable.

• 36.2 A Director may resign from office on giving one Month's notice in writing to the Company of his intention to do so and such resignation shall take effect on the expiration of the notice, or its earlier acceptance by the Board.

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37. Appointment and removal of Directors

• 37.1 The Directors may at any time and from time to time appoint any other person qualified in accordance with Rule 35 as a Director, either to fill a casual vacancy or as an addition to the Board but only if the total number of Directors do not at any time exceed the maximum number for the time being allowed under this Constitution.

• 37.2 Any Director appointed under Rule 37.1 shall hold office only until the conclusion of the next following annual general meeting of the Company, and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that Meeting.

[See LR 14.4]

• 37.3 Subject to the provisions of the Corporations Act, the Company at a Meeting may by resolution:

• (a) remove any Director before the expiration of the Director’s term of office;

• (b) appoint another qualified person as a Director; or

• (c) remove any Director before the expiration of the Director’s term of office and appoint another qualified person in the removed Director’s stead.

• 37.4 Any appointment of a Director proposed under Rules 37.3(b) or 37.3(c) shall be subject to prior notice having been given under Rule 39.13.

• 37.5 A person appointed under Rule 37.3(b) shall hold office subject to Rule 39.

• 37.6 Any person appointed or re-elected under Rule 37.3(c) shall hold office only during such time as the Director in whose place the person is appointed or, in the case of re-election, the re-elected Director would have continued to hold office had the Director not been removed under this Rule.

38. Offices of profit in Company

• 38.1 Subject to the provisions of the Corporations Act, any Director may hold any other office or place of profit under the Company or in connection with the Company's business other than that of Auditor.

• 38.2 No person being a partner or employer or employee of any Auditor of the Company shall be eligible to be appointed or elected as Director or Alternate Director of the Company.

39. Term of office of Directors

• 39.1 Where the Company is Listed, at each annual general meeting of the Company, the following Directors must retire from office:

• (a) any Director required to submit to re-election because of Rule 39.6;

• (b) any Director required to submit to re-election because of Rule 37.2;

• (c) one-third of the Directors for the time being excluding:

  • (1) any Director to whom Rule 37.1 applies; and

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• (2) any Managing Director subject to Rule 44.2(a) and Rule 44.2(b),

or if their number is not a multiple of three then the greater of:

• (3) one; or

• (4) the number nearest to but not exceeding one-third.

[See LR 14.4 and 14.5]

• 39.2 Rule 39.1 does not apply to the Managing Director but if there is more than one Managing Director, Rule 39.1 does not apply to that Managing Director determined in accordance with Rule 44.2(b).

[See LR 14.4]

• 39.3 The Directors to retire under Rule 39.1(c) shall be determined according to the length of time each Director has spent in office, with those having spent the longest time in office retiring.

• 39.4 Where two or more Directors have been in office an equal length of time, the Directors to retire shall, in default of agreement between them, be determined by lot.

• 39.5 The length of time a Director has been in office shall be computed from the Director’s last election or appointment where the Director has previously vacated office.

• 39.6 Subject to Rule 39.2 but despite anything to the contrary in this Constitution, a Director shall not continue in office for a period in excess of three consecutive years or until the third annual general meeting following the Director’s appointment, whichever is the longer, without submitting to re-election.

• 39.7 A retiring Director shall retain office until the conclusion of the Meeting at which the retiring Director’s successor is elected.

• 39.8 A retiring Director shall be eligible for re-election.

• 39.9 At any Meeting at which any Directors retire in the manner provided for in this Rule, the Company may elect a like number of persons to fill the vacancies left by the retiring Directors, and subject to Rule 39.13 may also fill any other vacancies.

• 39.10 A motion for the appointment of two or more persons as Directors by a single resolution shall not be made unless a resolution that it be so made has been first agreed to by the Meeting without any vote being given against it. A resolution passed in contravention of this Rule shall be void, whether or not it was objected to at the time the resolution was moved. For the purposes of this Rule a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for the person’s appointment. Nothing in this Rule shall be deemed to prevent the election of two or more Directors by ballot or poll.

• 39.11 If at any Meeting at which an election of Directors ought to take place, the offices of the retiring Directors or some of them are not filled, then any vacancy created shall be deemed to be a casual vacancy capable of being filled by the Directors under Rule 37.1.

• 39.12 The Company may at any Meeting from time to time:

• (a) increase or reduce the number of Directors;

• (b) alter the Directors' qualifications; and

• (c) determine in what rotation such increased or reduced number is to go out of office.

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• 39.13 Except for a person who is eligible for election or re-election under Rules 37.2 and 39.8, or a person recommended for election by the Directors, nominations for election to the office of Director shall be accepted:

• (a) where the Company is Listed, up to 35 Business Days (or in the case of meetings that members have requested Directors to call, up to 30 Business Days); or

• (b) otherwise, up to 25 Business Days,

before the date of a general Meeting at which Directors will be elected or re-elected.

[See LR 14.3]

40. Remuneration of Directors

• 40.1 Each Director shall be entitled to remuneration for the Director’s services from the date of the Director’s election or appointment to the Board.

• 40.2 The remuneration of the Executive Directors:

• (a) shall be determined by the Board; and

• (b) where the Company is Listed, must not include a commission on or percentage of operating revenue.

[See LR 10.17B]

• 40.3 The Directors are entitled to be paid all reasonable travelling, hotel and other expenses incurred by them in:

• (a) attending and returning from meetings of the Directors of the Company;

• (b) otherwise in connection with the business of the Company; and

• (c) in the execution of their duties as Directors,

but may be required to provide reasonable verification of these expenses.

• 40.4 The remuneration of non-Executive Directors must be a fixed sum for each non-Executive Director.

• 40.5 The total amount of Director’s fees payable by the Company or any subsidiary of the Company to non-Executive Directors must:

• (a) be set by resolution of the Company; and

• (b) only be increased by resolution of the Company, with the notice of Meeting relating to any proposed increase to specify the amount of the proposed increase and the maximum sum that may be paid.

[See LR 10.17]

• 40.6 Except as provided in this Constitution, the Directors shall not without the prior consent of the Company given in Meeting have the power to fix or pay a salary or allowance for the a nonExecutive Director that would have the effect of exceeding the total amount of Director’s fees payable determined in accordance with Rule 40.5.

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• 40.7 Nothing in this Constitution shall prevent the Directors approving the payment of consulting or other professional services to any Director. In the event of a Director ceasing to be a Director as a consequence of dying, retiring or ceasing to hold office ( Retiring Director ), the Directors may approve and make such payment to the Retiring Director, or his legal personal representatives or dependents as permitted under division 2 of part 2D.2 of the Corporations Act ( Permitted Payment ).

• 40.8 The Directors shall only be entitled to approve and make to a Retiring Director a payment in excess of the Permitted Payment where:

• (a) the particulars of the proposed payment referred to above (together with such other particulars as are required by the Corporations Act to be disclosed) shall have been disclosed to, and approved by, the Company at a Meeting prior to the death, retirement or vacation of office of the Director; and

• (b) the Director has not ceased to be a Director under the provisions of Rules 36.1(a) or 36.1(b).

41. Directorships in other companies

• 41.1 Subject to Rule 41.2, a Director may be or become a director of any other company and no Director who is or becomes a director in another company shall be accountable for any benefits received as a director or Member of such other company.

• 41.2 A Director shall not, without the approval of the other Directors accept, hold or retain the office of director of any other company which in the opinion of the other Directors is for the time being in active competition with the Company.

42. Alternate Directors

• 42.1 Subject to the provisions of Rule 35, any Director may appoint any person to act as an Alternate Director in the Director’s place, whether for a stated period or periods or until the happening of a specified event or from time to time, whenever by absence or illness or for any other reason the Director is unable to attend to the Director’s duties as a Director as follows:

• (a) with approval of a resolution of the Board; or

• (b) with the approval of a majority of the other Directors.

• 42.2 The following provisions shall apply to any such Alternate Director:

• (a) subject to this Constitution, the Alternate Director shall be entitled to receive notice of meetings of the Directors and to attend and vote at meetings of Directors if the Director by whom the Alternate Director was appointed is not present;

• (b) where the Alternate Director is already a Director, the Alternate Director shall have a separate vote on behalf of the Director the Alternate Director is representing in addition to the Alternate Director’s own vote;

• (c) the Alternate Director shall be entitled to exercise all the powers (except the power to appoint an Alternate Director) and to perform all the duties of a Director, insofar as the Director by whom the Alternate Director was appointed has not exercised or performed them;

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• (d) the Alternate Director shall vacate office as Alternate Director if the Director by whom the Alternate Director was appointed is removed or otherwise ceases to hold office for any reason;

• (e) the Alternate Director shall, while acting as an Alternate Director, be responsible to the Company for the Alternate Director's own acts and defaults and shall not be deemed to be the agent of the Director by whom the Alternate Director was appointed;

• (f) the Alternate Director shall not be entitled to receive any remuneration from the Company as a Director except for special services which in the opinion of the Directors are outside the range of the ordinary duties of a Director;

• (g) the Alternate Director shall not be taken into account in determining the number of Directors but shall, if the Director by whom the Alternative Director was appointed is not present, be taken into account for the purpose of determining whether a quorum is present under Rule 45.2; and

• (h) the Alternate Director may be removed or suspended from office by written notice, letter, facsimile, or other form of visible communication sent to the Company by the Director by whom the Alternate Director was appointed.

• 42.3 An instrument appointing an Alternate Director may be delivered to the Company by written notice, letter, facsimile or other form of visible communication and shall be retained by the Company and shall be substantially in the following form (or such other form as approved by the Directors from time to time):

Magmatic Resources Limited ACN 615 598 322 I,............................................................. a Director of ......................................... in pursuance of the power contained in the Constitution of the Company nominate ............................................................... of ....................................................... to act as Alternate Director of the Company in my place and stead, and to exercise and discharge all my duties and to exercise all my authorities, prerogatives, privileges and powers as a Director of the Company during my absence (or my illness or my inability to act or attend as a Director, as the case may be).

Signed this day of

Signature: ..................................................... Witness: .....................................................

43. Associate Directors

• 43.1 Subject to the provisions of Rule 35, the Directors may from time to time appoint any person to be an Associate Director and may at any time remove from office any person so appointed.

• 43.2 The Directors may define and limit from time to time the duties and powers of such Associate Directors and may fix their remuneration if any.

• 43.3 An Associate Director:

• (a) shall not be deemed to be a Director of the Company within the meaning of the Corporations Act or of this Constitution;

• (b) and shall not be recognised in a quorum or exercise any of the powers which are by this Constitution conferred on the Directors or in any way share their responsibilities; and

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• (c) may, on the invitation of the Directors, attend those Meetings to which the invitation extends.

44. Managing Director

• 44.1 The Directors may from time to time appoint one or more of the Directors to the position of Managing Director or Assistant Managing Director on such terms as they think fit and may from time to time remove any Director so appointed from office and appoint another Director in place of the Director removed from that position.

• 44.2 A Managing Director or Assistant Managing Director shall be subject to the same provisions as to resignation and removal as the other Directors of the Company and shall immediately cease to be a Managing Director or Assistant Managing Director on ceasing to hold the office of Director from any cause, provided that:

• (a) where there is only one Managing Director, the Managing Director shall not be subject to the provisions of this Constitution as regards retirement by rotation, and the Managing Director shall not be taken into account in determining the rotation or retirement of Directors;

• (b) where there is more than one Managing Director, only one Managing Director shall be entitled not to be subject to the provisions of this Constitution as regards retirement by rotation and shall not be taken into account in determining the retirement by rotation of Directors and as between any two or more Managing Directors, in the absence of agreement between them, the Managing Director to whom the exemption in this Rule 44.2 applies shall be determined by lot;

• (c) after a determination has been made under Rule 44.2(b), the exemption referred to in that Rule will not apply to any other Managing Director until the Managing Director first determined to have the benefit of the exemption ceases to be a Managing Director; and

• (d) if, at the time a Managing Director ceases to have the benefit of the exemption referred to in Rule 44.2(b), that Managing Director has not submitted to re-election for a period longer than that provided in Rule 39.6, the Managing Director shall submit to re-election at the next annual general meeting of the Company.

• [See LR 14.4]

• 44.3 Despite Rule 40, the remuneration of a Managing Director or Assistant Managing Director shall be fixed by the Directors from time to time and may be by way of fixed salary or commission on profits of the Company or of any other company in which the Company is interested or by participation in any such profits or by any or all of these modes, but shall not be by way of commission on or percentage of operating revenue.

• 44.4

• The Directors may from time to time:

• (a) entrust to and confer on a Managing Director or Assistant Managing Director for the time being such of the powers exercisable under this Constitution by the Directors as they think fit;

• (b) confer such powers for such time and to be exercised for such objects and purposes and on such terms and conditions and with such restrictions as they think expedient; and

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• (c) confer such powers collaterally with, but not to the exclusion of or in substitution for, all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers.

• 44.5 This Rule 44 is subject to the provisions of any contract between the Managing Director or Assistant Managing Director and the Company so long as the terms of any contract between the Managing Director or Assistant Managing Director and the Company which are inconsistent with this Constitution, have been first approved of by the Company in general Meeting.

45. Directors' Meetings

• 45.1 The Directors may meet together in person or by any form of electronic device which must allow at all times the Directors to be able to hear and be heard by all other Directors at the meeting, for the dispatch of business, to adjourn and to otherwise regulate their meetings as they think fit.

• 45.2 Subject to the Corporations Act, the quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two.

• 45.3 A Director may at any time convene a meeting of the Directors.

• 45.4 The Secretary shall, on the requisition of a Director, convene a meeting of the Directors.

• 45.5 Unless otherwise decided by the Directors, notice of every meeting of Directors, shall be given by delivering the same to, or by letter, facsimile or other form of visible communication to each Director at an address notified by the Director to the Secretary as the Director’s address for receipt of notice. If such address is outside the State then a copy of such notice shall also be given in any of the above modes to the address (if any) within the State notified by such Director to the Secretary as the Director’s address in the State for the receipt of notices.

• 45.6 If, prior to any meeting of Directors, the Secretary is advised by the Chairman of Directors or by any other Director that any urgent or contentious business is or may be transacted at such meeting, notice of such meeting shall contain a statement of the general nature of the urgent or contentious business to be transacted.

• 45.7 Questions arising at any meeting of the Directors shall be determined by a majority of votes and such a determination shall be deemed a determination of the Directors.

• 45.8 In case of an equality of votes, the Chairman of the meeting shall, when more than two Directors including the Chairman are present and competent to vote on the question at issue, have a second or casting vote.

• 45.9 A resolution in writing which is signed by all the Directors (including any Alternate Director appointed by an absent Director) containing a statement that they are in favour of the resolution shall be as valid and effectual as if it had been duly passed at a meeting of Directors duly convened and constituted. Any such resolution may consist of separate copies of a document each signed by one or more Directors if the wording of the resolution and statement is identical in each copy.

• 45.10 A resolution under Rule 45.9 shall be deemed to have been passed on the day (according to the dates of signing) when the resolution shall have been signed by all the Directors and any Alternate Director (as the case may be). If a signed copy of the resolution shall be returned to the Secretary undated, the Secretary shall fill in the date on which it was received and the same shall be deemed to have been signed on that day.

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45.11 For the purposes of Rules 45.9 and 45.10:

• (a) a Director may consent to (and will be deemed to have signed) a resolution by:

  • (1) signing the document containing the resolution (or a copy of that document);

  • (2) giving to the company a written notice (including by electronic means) addressed to the secretary or to the Chairman of the Board signifying assent to the resolution and either setting out its terms or otherwise clearly identifying them; or

  • (3) telephoning the secretary or the Chairman of the Board and signifying assent to the resolution and clearly identifying its terms; and

• (b) a reference to all the Directors does not include a reference to a Director who, at a meeting of Directors, would not be entitled to vote on the resolution.

• 45.12 The continuing Directors may act despite any vacancy in their body but, if and so long as their number is reduced below the number fixed by or under this Constitution as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a Meeting of the Company, but for no other purpose, except in an emergency.

• 45.13 Subject to Rule 45.12, a meeting of the Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under this Constitution or by or under statute for the time being vested in or exercisable by the Directors generally.

• 45.14 The Directors may adopt a code of conduct regulating the conduct and procedures to apply to all meetings of Directors, including disclosure and use of information received at any meeting of Directors.

46. Chairman of Directors

• 46.1 The Directors may from time to time appoint a Chairman of Directors or Chairman and may entrust to and confer on such Chairman of Directors or Chairman all or any of the powers of the Directors (excepting the powers to make calls, forfeit Shares, borrow or otherwise raise money or issue Debentures) that they may think fit.

• 46.2 The exercise of all powers by such Chairman of Directors or Chairman shall be subject to such regulations and restrictions as the Directors may from time to time make and impose and the said powers may at any time be withdrawn, revoked or varied.

• 46.3 The Chairman of Directors shall be entitled if present to take the chair at meetings of the Directors. If the Chairman of Directors is not present within ten minutes after the time appointed for the meeting, the Directors shall choose one of their number to be chairman of the meeting.

• 46.4 The Chairman may be removed at any time by resolution of the Directors of which reasonable notice shall have been given to all Directors before the meeting of Directors at which the resolution is proposed.

47. Defective appointment of Directors

All acts done at a meeting of the Directors or of a committee of the Directors or by any person acting bona fide as a Director shall be as valid as if every such person had been duly

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appointed or had duly continued in office and was qualified and had continued to be a Director, regardless as to whether it is afterwards discovered that there was some defect in the appointment or continuance in office of any of such Directors or persons acting or that any of them were disqualified or had vacated office.

48. Delegation to committees of Directors

• 48.1 The Directors may delegate any of their powers to committees consisting of such Director or Directors of their body as they think fit and may revoke or vary such delegation whenever they think fit. Such delegation does not prevent the exercise of any such powers by the Directors.

• 48.2 Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it from time to time by the Directors.

• 48.3 The committee may meet and adjourn as it thinks proper, questions arising at any meeting shall be determined by a majority of votes of the Directors present and, in the case of an equality of votes, the chairman shall have a second or casting vote.

49. Minutes of Meetings

• 49.1 The Directors shall cause minutes to be made of all proceedings all Meetings of Directors and of all meetings of Directors and committees of Directors.

• 49.2 The minutes shall contain details of all proceedings including:

• (a) of all appointments of officers; and

• (b) of names of Directors present at all Meetings and meetings of the Directors and of any committee of the Directors,

and shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

• 49.3 The minutes of a meeting signed by the Chairman of that meeting as provided in Rule 49.2 shall be sufficient evidence without further proof of the facts stated in the minutes.

50. General powers of Directors

• 50.1 The Directors shall manage and control the business and affairs of the Company.

• 50.2 The Directors may exercise all of the powers and do all acts and things that the Company has power and authority to do, except those powers, acts or things which may only be done by the Company in general Meeting.

• 50.3 The powers of the Directors under this Rule shall be subject to:

• (a) any contract which may be made with a Managing Director in which the Directors delegate certain powers; and

• (b) the provisions of the Corporations Act, this Constitution, and any regulations made from time to time by the Company at a Meeting.

• 50.4 The Company shall not make any regulation which would have the effect of invalidating any prior act of the Directors which was validly made.

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• 50.5 So far as shall be practicable and not inconsistent with the provisions of this Constitution, any power, authority or discretion vested in the Directors may be exercised at their discretion.

51. Borrowing powers of Directors

• 51.1 The Directors may, at their discretion, raise or borrow money or other financial accommodation of any kind whatever on behalf of the Company and do not require the consent of the Members to exercise these powers ( Borrowing Powers ).

• 51.2 The Borrowing Powers of the Directors include power to:

• (a) raise or borrow any money in any manner whatever, either alone or jointly with another or others (including but without limitation by way of overdraft account, letters of credit or bill acceptance and discounting facility); and

• (b) to secure the payment or repayment of such money in such manner and on such terms and conditions in all respects as they may think fit and, in particular, by the issue or sale of Debt Securities, bonds or other obligations of the Company whether:

  • (1) perpetual or otherwise;

  • (2) payable to bearer or otherwise; and

  • (3) either:

    • (A) without security;

    • (B) secured by deposit or pledge of the Securities;

    • (C) secured by properties of the Company;

    • (D) secured by mortgages bills of exchange or promissory notes or other instruments; or

    • (E) secured in any other manner.

• 51.3 The Directors may offer as security, in any manner whatever, any part of the Company's property and assets including its future property and uncalled Capital for the time being.

• 51.4 Any Debentures, Debt Securities, and other Securities or obligations issued by the Company may be made assignable free from any equities between the Company and the person who was granted or issued the same.

• 51.5 Any Debentures, Debt Securities and other Securities or obligations may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, attending and voting at general Meetings of the Company, appointment of Directors, making calls on Members for any uncalled Capital included in such Securities and otherwise.

• 51.6 The Directors shall establish and maintain all proper registers required by law to be kept of all Debentures, Debt Securities and other Securities, mortgages and charges specifically affecting the property of the Company.

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52. Interested Directors

• 52.1 A Director shall be entitled to acquire or have the following interests:

• (a) an interest of the kind set out in section 191 of the Corporations Act ( Material Personal Interest );

• (b) an interest of the kind set out in Chapter 2E of the Corporations Act ( Financial Benefit ); and

• (c) an interest of any other kind whatever permitted or authorised by law.

53. Directors' material personal interests

• 53.1 A Director shall only be entitled to acquire, receive and have a Material Personal Interest in the manner and to the extent permitted by law.

• 53.2 A Director holding a Material Personal Interest shall comply with all obligations required by law including any disclosure obligations under the Corporations Act and the Listing Rules in respect of the same.

54. Directors' financial benefits

• 54.1 A Director shall only be entitled to be given a Financial Benefit in the manner and to the extent permitted by law.

• 54.2 A Director given or to be given a Financial Benefit shall comply with all obligations required by law including any disclosure obligations under the Corporations Act and the Listing Rules in respect of the Financial Benefit.

55. Local management

• 55.1 The Directors may provide for the management and transaction of the business and affairs of the Company in any place in Australia or elsewhere to the extent permitted by law.

• 55.2 The Directors may from time to time establish any local boards of directors, managers, branch offices or agencies for managing the affairs of the Company in any locality and may:

• (a) appoint any persons to be Members of such local boards of directors or managers or agents; and

• (b) fix their remuneration.

• 55.3 The Directors may at their discretion make regulations for the management of any local board, branch office or agency from time to time. The Directors may pay the expenses occasioned by any of the matters in this Rule out of the funds of the Company, and may at their discretion from time to time discontinue all or any of such local boards of directors, branch offices or agencies.

• 55.4 All local boards of directors, branch offices, agencies, local directors, agents, officers, clerks, servants and workmen wherever located shall at all times be under the control of the Directors.

• 55.5 Except for the power of making calls which cannot be delegated, the Directors may from time to time delegate to any person appointed under Rule 55.2 any of the powers, authorities and

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discretions for the time being vested in the Directors other than and may authorise the Members for the time being of any local board of directors or any of them to fill any vacancies therein and to act notwithstanding such vacancies.

• 55.6 Any appointment made under Rules 55.2 and 55.5 shall be made on such terms and conditions as the Directors determine at their discretion.

• 55.7 The Directors may at any time:

• (a) remove any person appointed under Rules 55.2 and 55.5; and

• (b) annul or vary any delegation of their powers to persons so appointed.

• 55.8 Any person appointed under Rules 55.2 and 55.5 may be authorised by the Directors to subdelegate all or any of the powers authorities and discretions for the time being vested in that person.

• 55.9 Where permitted or authorised by law, the Directors may cause to be kept in any other State or Territory of Australia, or other country in which it transacts business a branch register of Members. The Directors may, at their discretion, make provisions with respect to the keeping of such branch register, and may do whatever they consider necessary to comply with any local law.

• 55.10 If a Director is in any place where there is a local board of directors, the Director shall be entitled to act and vote at all meetings of the local directors.

56. Attorneys for Company

• 56.1 The Directors may, in any manner permitted and effective by law, appoint any corporation, firm, or person or body of persons to be the attorney or agent of the Company for such purposes and with such powers, authorities and discretions and for such period and subject to such conditions as they may think fit so long as the powers do not exceed those vested in or exercisable by the Directors under this Constitution.

• 56.2 An appointment under Rule 56.1 may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Directors may think fit and may authorise any such attorney or agent to delegate all or any of the powers, authorities, and discretions vested in the attorney or agent.

• 56.3 The Directors may appoint local directors or agents by facsimile, email or other form of visible communication in cases of urgency to act for and on behalf of the Company.

57. Execution of documentation by Company

• 57.1 The Company shall not be required to have a common seal.

• 57.2 If the Company has a common seal it shall contain:

• (a) the name of the Company; and

• (b) its Australian Company Number or Australian Business Number.

• 57.3 The Directors shall provide for the safe custody of any common seal and any duplicate of the Company as they shall think fit. No document, writing or other material shall be executed by the Company except by the authority of the Board of Directors or of a committee of the Directors duly authorised or as otherwise permitted under the Corporations Act.

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• 57.4 A Company may execute any agreement, deed, share certificate (if any) or other document in any manner permitted by law including with or without the use of a common seal. Every document which is executed shall be signed by either:

• (a) two Directors;

• (b) a Director and the Secretary; or

• (c) a Director and another authorised signatory appointed for that purpose by the Directors.

• 57.5 The Directors may, by resolution, determine either generally or in any particular case that the signature of any Director, Secretary or other person appointed by the Directors for the purpose of signing any instruments or documents which may need to be executed by the Company is affixed by some mechanical or other means (to be specified in the resolution of the Directors).

58. Bills of Exchange

All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Directors or in such other manner as the Directors from time to time determine.

59. Secretary

• 59.1 The Secretary:

• (a) shall be appointed by the Directors for such term, at such remuneration, and on such conditions as they may think fit in any manner permitted by law; and

• (b) may be removed by the Directors in any manner permitted by law.

• 59.2 The Directors may appoint an acting Secretary as temporary substitute for the Secretary who while exercising such office shall be deemed to be the Secretary for the purpose of this Constitution.

• 59.3 The Directors may also appoint Assistant Secretaries.

60. Public officer

The Directors may appoint a public officer to the Company and may, if they think fit, remove such person from office and appoint another in place of the person removed from office.

61. Reserves

• 61.1 The Directors may set aside out of the profits or other surplus assets such sums as they may think fit as reserves.

• 61.2 Subject to the provisions of the Corporations Act, all sums set aside as reserves may be applied from time to time in the discretion of the Directors for:

• (a) meeting depreciation;

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• (b) meeting contingencies;

• (c) repairing, improving or maintaining the property of the Company;

• (d) special Dividends;

• (e) bonuses;

• (f) equalising Dividends;

• (g) paying Dividends; or

• (h) such other purposes as the Directors in their absolute discretion think proper and conducive to the interest of the Company or which may be required by law.

• 61.3 The Directors may divide such reserves into separate funds as they shall think fit.

• 61.4

• The Directors may, pending any application of reserve sums as provided in Rule 61.2:

• (a) invest such reserve sums on such investments and Securities (other than Shares of the Company or of its holding company) as they may think fit;

• (b) place such reserve sums or part thereof either on deposit or at call at interest with any bank or banking institution or with any corporation receiving money on deposit;

• (c) from time to time deal with and vary any such investments and Securities and dispose of all or any part of the investments for the benefit of the Company; or

• (d) divide the reserve fund into such special funds as they may think fit.

• 61.5 The Directors may employ any asset or assets constituting the reserves of the Company or any part of the asset or assets in the business of the Company without being bound to keep same separate from the other assets of the Company.

• 61.6 Any interest or other income derived from or accretions to such investments or Securities shall be dealt with as profits arising from the business of the Company.

• 61.7

• The Directors may re-value any assets of the Company.

• 61.8 The Directors may carry forward so much of the profits as the Directors consider appropriate or necessary without transferring same to a reserve.

62. Dividends

• 62.1 Subject to:

• (a) the provisions of Rule 61;

• (b) this Constitution;

• (c) the Corporations Act in relation to when a company may pay a Dividend; and

• (d) the special conditions or rights (if any) as to Dividends attaching to any Shares,

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the Directors shall be entitled to distribute the Equity of the Company by way of Dividend and payment of Dividends on the Shares shall be in proportion to the amounts Paid up on such Shares respectively at the date of declaration of the Dividend.

[See LR 6.11]

• 62.2 If any Capital is Paid up on any Share in advance of calls or otherwise on the footing that the same shall carry interest, such Capital while carrying interest shall not confer a right to participate in Dividends.

[See LR 6.11]

• 62.3 Subject to Rules 62.1 and 62.2, all Dividends shall be apportioned and paid proportionately to the amounts Paid on the Shares during any portion or portions of the period in respect of which the Dividend is declared unless any Share is issued on terms providing that it shall rank for Dividend as from a particular date in which case it shall only rank for Dividend from that date.

[See LR 6.11]

• 62.4 Subject to this Constitution and the Corporations Act, the Directors may from time to time declare and pay to the Members such final Dividends as appear to the Directors to be justified by the Equity of the Company.

• 62.5 Subject to this Constitution and the Corporations Act, the Directors may from time to time declare and pay to the Members such interim Dividends as appear to the Directors to be justified by the Equity of the Company.

• 62.6 No Dividend shall be paid otherwise than out of the Equity or shall bear interest against the Company.

• 62.7 A declaration by the Directors as to the amount of Equity available for Dividend shall be conclusive and binding on all Members of the Company.

• 62.8 Subject to this Constitution and the Corporations Act, the Directors may determine that any Dividend declared or recommended by them shall be made payable out of any particular profits (whether current, past or reserved profits) or otherwise as they in their discretion shall think fit, subject however to any requirements of law in relation to amounts held in share premium reserves, Capital redemption accounts or other special funds.

• 62.9 A transfer of Shares shall not pass the right to any Dividend declared after such transfer and before the registration of the transfer.

• 62.10 All Dividends and interest shall belong and be paid (subject to any lien or charge) to those Members who are on the Register at the date on which the Dividend is declared payable, or at the date on which interest is payable respectively, despite any subsequent transfer or transmission of Shares, provided that the Directors may retain any Dividend payable on a Share in respect of which any person is entitled under Rule 17 to become a Member or which any person is entitled to transfer under that Rule, until such person shall become a Member in respect of such Share or shall duly transfer the same as the case may be.

• 62.11 The Directors may deduct from any Dividend payable to any Member all sums of money, if any, presently payable by the Member to the Company on account of calls or otherwise in relation to the Shares of the Company.

• 62.12 Any one of the several persons who are registered as the Joint Holders of a Share may give an effectual receipt for any Dividends, payments on account of Dividend, bonuses or other money payable in respect of the Share so held.

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• 62.13 Any Dividend, interest, or other money payable in cash in respect of Shares or Debt Securities may be paid by:

• (a) cheque or warrant sent through the post directed to the registered address of the holder or, in the case of Joint Holders, to the registered address of that one of the Joint Holders who is first named on the Register or to such person and to such address as the holder or Joint Holders may in writing direct and every such cheque or warrant shall be made payable to the order of the person to whom it is sent;

• (b) electronic funds transfer to an account nominated by the holder to the Company for the purpose of receiving such payments, or in the case of Joint Holders, to the account nominated to the Company by that Joint Holder who is first named in the Register for the purpose of receiving such payments; or

• (c) in such other manner as the Directors determine from time to time.

• 62.14 Different methods of payment may apply to different Members or group of Members, such as overseas Members.

• 62.15 Notice of declaration of Dividend whether interim or otherwise shall be given in the manner specified in Rule 79 to the persons entitled to share in the Dividend.

• 62.16 All Dividends, interest or other money payable in cash in respect of Shares or Debt Securities unclaimed after having been declared (including where the Directors determine that payments will be made by electronic funds transfer into an account under Rule 62.13(b), but no such account is nominated by the Member or an electronic transfer into a nominated account is rejected or refunded) may be invested and otherwise made use of by the Directors for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect of those funds. This paragraph is subject to the provisions of section 544 of the Corporations Act and part 8 of the Public Trustee Act 1978 (Qld) or, in the event the Company is not subject to part 8 of the Public Trustee Act 1978 (Qld), the equivalent legislation in the Company’s state of registration dealing with unclaimed money.

63. Election to forego cash Dividends

• 63.1 The Board may, at its discretion and subject to the provisions of this Rule, adopt a Dividend reinvestment plan ( DRP ) under which the Board may decide (at the same time as it resolves to pay or to recommend any Dividend on the Ordinary Shares) that each holder of Ordinary Shares to the extent that the holder’s Ordinary Shares are fully Paid shall have the option to:

• (a) elect to forego the holder’s right to share in such Dividend; and

• (b) to receive instead an issue of Ordinary Shares credited as fully Paid to the extent and within the limits and on the terms and conditions in the DRP and as set out in this Rule.

• 63.2 The Board shall provide a copy of the DRP and a summary of its terms and conditions to all holders of Ordinary Shares from time to time.

• 63.3 If the Board resolves to allow such option in relation to any Dividend, each holder of fully Paid Ordinary Shares conferring a right to share in such Dividend may, by notice in writing to the Company ( Notice of Election ) given in such form and within such period as the Board may from time to time decide, elect to forego (subject to the provisions of Rule 63.4) the Dividend which otherwise would have been paid to the holder on such of the holder’s Ordinary Shares conferring a right to share in such Dividend as the holder shall specify in the Notice of Election and to receive in lieu Ordinary Shares, to be allotted and issued credited as fully Paid in the manner and on the terms determined by the Board under the DRP.

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• 63.4 A shareholder entitled to make an election under Rule 63.3 shall not be permitted to forego under the provisions of Rule 63.3 such amount of Dividend per Share as the Board in its sole discretion may resolve shall not be foregone.

• 63.5 Following the receipt of a duly completed Notice or Notices of Election under Rule 63.3, the Board shall appropriate from such other reserve or account which may be conducted by a company and from which bonus Shares may be distributed, an amount equal to the aggregate nominal amount of the Ordinary Shares to be allotted and credited as fully Paid to those holders of Ordinary Shares who have given Notices of Election and shall apply the same in paying up in full the number of Ordinary Shares required to be so allotted. The Ordinary Shares so allotted and issued will rank pari passu with the existing fully Paid Ordinary Shares and will rank for all Dividends on Ordinary Shares declared after the date of such allotment.

• 63.6 The Board shall not exercise the power conferred on them by Rule 63.1 unless the Company shall then have sufficient reserves to give effect to any elections which could be made under the terms of this Rule.

• 63.7 The powers given to the Board by this Rule are additional to the provisions for Capitalisation of profits provided for by this Constitution.

• 63.8 The Board shall not adopt a DRP or exercise the power conferred on them by Rule 63.1 under the DRP in respect of any Dividend payment which they resolve to make or recommend unless the Company shall, by ordinary resolution passed at a Meeting, have approved the adoption of the DRP and the use of that power in respect of any such payment or recommendation by the Board under the DRP.

64. Dividends in specie

• 64.1 Any Meeting declaring a Dividend or bonus may direct payment of such Dividend or bonus wholly or partly by the distribution of specific assets, and in particular of Paid up Shares, Debentures or debenture stock of the Company or of any other company or in any one or more of such ways and the Directors shall give effect to such resolution.

• 64.2 Where any difficulty arises in relation to the distribution of assets as provided in Rule 64.1, the Directors may settle such difficulty in such manner as they think fit and may:

• (a) fix the value for distribution of all or part of the assets;

• (b) determine that cash payments shall be made to any Members on the basis of the value so fixed or that fractions of less than $1.00 may be disregarded in order to adjust the rights of all parties; and

• (c) vest any such specific assets in trustees on such trusts for the persons entitled to the Dividend as determined by the Directors at their discretion.

65. Employee bonuses and employee scheme

• 65.1 The Directors may from time to time reserve out of the profits of the Company in any year a sum or sums of money, and distribute all or any part of the amount as a bonus or bonuses among the employees of the Company and the subsidiaries of the Company or any of them at such time and in such amounts and on such terms and conditions as the Directors may determine.

• 65.2 The Directors may at their discretion introduce an employee scheme under which the Company may issue Securities in the Company to employees of the Company in any manner permitted by:

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• (a) this Constitution, the Corporations Act and the law; and

• (b) where the Company is Listed, the Listing Rules.

• [See LR 10.14]

66. Capitalisation of profits

• 66.1 The Directors may resolve:

• (a) that any part of the undivided profits of the Company which are available for distribution (including profits standing to the credit of any reserve other than the Capital redemption reserve or of the profit and loss account and profits arising from accretion in value as disclosed on revaluation of fixed assets) shall be divided or distributed as Capital among such of the Members as would be entitled to receive the same if distributed as Dividends and in the same proportions; and

• (b) that all or any part of the profits referred to in Rule 66.1(a) be appropriated in or towards payment of the uncalled liability of such Members on issued Shares or Debentures held by them, or be applied in paying up in full previously unissued Shares or Debentures all of which shall be distributed to the Members entitled according to their respective rights, or partly in one way and partly in the other.

• 66.2 A Capital redemption reserve fund may for the purposes of this Rule be applied only in the paying up of unissued Shares to be issued to Members of the Company as fully Paid bonus Shares.

• 66.3 Whenever a resolution has been passed under the provisions of Rule 66.1, the Directors must in accordance with such resolution:

• (a) make all appropriations and applications of the undivided profits resolved to be capitalised;

• (b) make all allotments and issues of fully Paid Shares or Debentures, if any; and

• (c) do all acts and things required to give effect to the resolution.

• 66.4 In carrying out their duties under Rule 66.3, the Directors have full power to make such provision by payment in cash or otherwise as they think fit, for the case of Shares or Debentures becoming distributable in fractions.

• 66.5 Any payment or distribution of or in relation to capitalised profits to any Members made under this Rule is binding on and accepted by such Members in full satisfaction of their respective interests in such profits.

67. Accounts

• 67.1 The Directors shall cause the Company to:

• (a) keep such accounting records as correctly record and explain the transactions (including any transactions as trustee) and financial position of the Company;

• (b) keep its accounting records in such a manner as will enable true and fair accounts of the Company to be prepared from time to time; and

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• (c) keep its accounting records in such manner as will enable the accounts of the Company to be conveniently and properly audited in accordance with the Corporations Act.

• 67.2 Subject to any law to the contrary, the Directors shall lay before each annual general meeting of the Company the Financial Statements and Financial Report made up to the end of the Company's financial year giving a true and fair view of the state of affairs of the Company as at the end of that financial year.

68. Directors' report

The Directors of the Company shall cause to be attached to every Financial Report, a report made in accordance with a resolution of the Directors and signed by not less than two of the Directors with respect to the profit and loss of the Company for that financial year and the state of the Company's affairs as at the end of that financial year, stating the matters required by the Corporations Act.

69. Distribution of accounts

• 69.1 The Financial Report together with such other material as is required by section 314 of the Corporations Act ( Annual Report ) shall be provided to every person entitled to receive notice of Meetings of the Company by the earlier of:

• (a) 21 days before the next annual general meeting after the end of the relevant financial year to which the reporting under section 314 of the Corporations Act relates ( Relevant Financial Year ); or

• (b) four Months after the end of the Relevant Financial Year.

• 69.2

• If the Company is Listed:

• (a) Rule 69.1 is to be read subject to the requirements for reporting to Members under the Listing Rules; and

• (b) a copy of such Financial Statements, Financial Report, Directors Report and such other material as is required to be provided by section 314 of the Corporations Act shall be forwarded to the Home Branch at the same time as the material is provided to shareholders (or at such other time as may be prescribed under the Listing Rules), together with additional copies of all such material as the Company shall be obliged to provide under the Listing Rules.

• 69.3 The Company shall (when it is obliged under the Corporations Act to lodge annual Financial Statements) provide the Home Branch with a copy of those documents at the same time as they are lodged with the ASIC.

[See LR 4.5]

• 69.4 The Company may provide the Annual Report in any manner permitted by the Corporations Act including, without limitation, section 314.

• 69.5 Notwithstanding any other Rule of this Constitution, the Annual Report to be provided to a Member in accordance with this Constitution shall be deemed to have been provided to that Member:

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• (a) where the Annual Report is sent by post or where the Annual Report is made readily accessible on a website and notice of this is sent by post, on the day following that on which the letter envelope or wrapper containing the same was posted;

• (b) where the Annual Report is sent or notified by facsimile or where the Annual Report is made readily accessible on a website and notice of this is sent or notified by facsimile, service shall be deemed to have been given at the time when a transmission of the facsimile is completed by the Company and a report is generated stating that the transmission has been sent to the facsimile number; or

• (c) where the Annual Report is sent or notified by electronic transmission or other electronic means or where the Annual Report is made readily accessible on a website and notice of this is sent by electronic transmission or other electronic means, service shall be deemed to have been given when the Company receives a report confirming the transmission has been received, or if no such report is received, on the day following that which it was sent.

70. Inspection of books of account

• 70.1 The books of account and records shall be kept at the Office of the Company or at such other place or places as the Directors think fit and shall at all times be open to inspection by the Directors of the Company or of any holding company of the Company.

• 70.2 Subject to the provisions of the Corporations Act, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the books of account and records of the Company or any of them shall be open to the inspection of the Members.

• 70.3 A Member shall only be entitled to inspect any accounts, records, books or documents of the Company:

• (a) if that Member also a Director;

• (b) as provided by the Corporations Act;

• (c) as authorised by the Directors under Rule 70.2; or

• (d) by a resolution of the Company at a Meeting.

71. Accounts conclusive

Every account of the Company (including any consolidated accounts of the Company and its subsidiaries or holding company if any) when audited and approved by a Meeting shall be conclusive.

72. Audit

• 72.1 An Auditor or Auditors shall be appointed and his or their duties shall be regulated in accordance with the Corporations Act.

• 72.2 The Auditor shall report to the Members on the Financial Statements to be laid before the Company at a Meeting and on the Company's accounting records relating to those Financial Statements and, if the Company is a holding company for which group accounts are required

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by the Corporations Act, the Auditor of the Company shall also report to the Members on the group accounts.

• 72.3 Any person who is:

• (a) a Director of the Company;

• (b) an Officer of the Company;

• (c) a partner, employer or employee of a Director or Officer of the Company;

• (d) a partner, employer or employee of an employee of a Director or Officer of the Company;

• (e) not a registered company auditor; or

• (f) indebted in any amount exceeding $5,000.00 to the Company or to a Related Body Corporate,

shall not be capable of being appointed or of acting as Auditor of the Company.

• 72.4

• A copy of an Auditor's qualified report must be supplied by the Directors to the Home Branch.

• 72.5 The Company's Share Register and branch registers (if any) shall be audited at such times as are required by any relevant law (if any) or the Listing Rules (if required).

73. Buy-back arrangements

The Company may buy Securities in itself from time to time and shall be entitled to give financial assistance to any entity for the purpose of the same:

• (a) to the extent and in the manner permitted by the Corporations Act or by law; and

• (b) if Listed, to the extent and in the manner permitted by the Listing Rules.

• [See LR 7.29]

74. Sale of less than minimum holding

• 74.1 This Rule has effect notwithstanding any other provision of this Constitution to the contrary and shall override the same to the extent of any inconsistency.

• 74.2 In this Rule:

Continuation Election Notice means a notice by a Small Holder in the form contained on or enclosed with a Continuing Member Notice and completed and signed in accordance with the instructions on the Continuing Member Notice, notifying the Company that this Rule is not to apply to that Small Holder so that that Small Holder may remain as the holder of the Securities registered in its name.

Continuing Member Notice means a notice issued under Rule 74.3 below.

Election Deadline means 5.00pm (Australian Eastern Standard Time) on a date specified in a Continuing Member Notice, being a date not less than six weeks after the date of dispatch of that Continuing Member Notice.

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Sale Consideration means the consideration received for the sale of any Securities (less any unpaid calls instalments or interest (if any) accrued on those instalments) under this Rule.

Small Holders means persons registered, either alone or jointly with any other persons, as the holders of less than a Marketable Parcel of a class of Securities in the Company.

• 74.3 Subject to the provisions of this Rule, the Board may determine no more than once in any 12 Month period, to require all (and not merely some) of the Small Holders of any class of Securities in the Company to elect whether they wish to remain as the holders of the Securities of that class in the Company registered in their name by forwarding to each such Small Holder (including all persons registered jointly) a Continuing Member Notice containing or enclosing:

• (a) details of the Securities of that class in the company held by the Small Holder;

• (b) statements to the effect that:

  • (1) the Company intends to invoke the provisions of this Rule which allows for the sale of Securities of that particular class held by all Small Holders in that class;

  • (2) if the Company does not receive from any such Small Holder a Continuation Election Notice by the Election Deadline, the Company will be, subject to this Rule, entitled to sell the Securities of that particular class held by those particular Small Holders in its absolute discretion; and

  • (3) in the case of a Member whose Securities are in a CHESS holding, that the Company may, without further notice, after the Election Deadline, move the Securities from the CHESS holding to an Issuer Sponsored Holding or certificated holding for the purpose of sale;

• (c) a Continuation Election Notice;

• (d) a copy of the text of this Rule; and

• (e) any other information which the Directors may desire to include.

• 74.4 If a Small Holder on whom a Continuing Member Notice has been served wants to keep the Securities referred to in the Continuing Member Notice, the Small Holder must give the Company a Continuation Election Notice which must be received by the Company before the Election Deadline, in which event the Company will not sell the Securities referred to in the Continuing Member Notice.

• 74.5 If a Small Holder on whom a Continuing Member Notice has been served does not give a Continuation Election Notice which is received by the Company before the Election Deadline, the Company shall be entitled to, subject to this Rule:

• (a) if the Small Holder holds those Securities in a CHESS Holding, move those Securities from the CHESS Holding to an Issuer Sponsored Holding or a certificated holding for the purpose of the sale; and

• (b) in any case, sell those Securities in accordance with this Rule,

but only if the Securities held by the Small Holder in the class of Securities the subject of the Continuing Member Notice on the Election Date is less than a Marketable Parcel.

• 74.6 Any Securities to be sold under this Rule may be sold on such terms and conditions, in such manner, at such prices and to such persons (including the Company itself where authorised by law) as the Board may, in its absolute discretion, think fit and, for the purposes of such sale, each such Small Holder shall be deemed to have:

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• (a) appointed the Company as its agent for sale;

• (b) authorised the Company to effect on its behalf a transfer of the Securities sold and to deal with the proceeds of the sale of the Securities in accordance with this Rule;

• (c) appointed the Company, its Directors and the Secretary at the relevant time jointly and severally as its attorney to execute any instrument or take such steps in its name and on its behalf as they or any of them may consider appropriate to transfer the Securities so sold; and

• (d) authorised each of the attorneys appointed under Rule 74.6(c) to appoint an agent to do a thing referred to in Rule 74.6(c).

• 74.7 Any transferee of any Securities sold under this Rule shall not be bound to see to the regularity of any procedure or to the application of the purchase consideration in respect of such sale nor shall any transferee be required to produce the certificates in respect of such Securities to enable registration. Once the transferee has been registered as the holder of such Securities the transferee’s title shall not be affected by any irregularity or invalidity in any procedure and the only remedy of any Small Holder aggrieved by the sale of its Securities under this Rule shall be in damages only and against the Company exclusively and shall be limited to the amount of the relevant Sale Consideration.

• 74.8 The costs and expenses of any sale of Securities under this Rule (including legal costs and disbursements, brokerage and stamp duty) shall be borne and paid by the Company.

• 74.9 The Sale Consideration shall be held by the Company in trust for the Small Holder whose Securities have been so sold.

• 74.10 On receipt of the Sale Consideration, the Company shall forthwith notify such Small Holder in writing that the relevant class of Securities held by it have been sold and that the relevant Sale Consideration is being held by the Company pending the receipt by the Company of written instructions as to how such money is to be dealt with. If the Small Holder has been issued with a share certificate or certificates, the Small Holder’s instructions to be effective, must be accompanied by the share certificate or certificates in respect of such Securities sold or, if the certificate or certificates have been lost or destroyed, by a statement and undertaking under section 1070D(5) of the Corporations Act.

• 74.11 Despite any provision of this Rule, either express or implied, to the contrary:

• (a) the Board shall not be bound to exercise the powers conferred by this Rule and shall be entitled, at any time prior to a sale of Securities being effected, to suspend or terminate its use by written notice to the Small Holders affected;

• (b) the accidental omission by the Company to give any notice required under this Rule or the non-receipt of any such notice by any Small Holder shall not invalidate any action undertaken in good faith under this Rule;

• (c) the Board may, in its absolute discretion, settle any ambiguity, difficulty, anomaly or dispute which may arise in relation to the operation of this Rule; and

• (d) no sale of any Securities under this Rule shall be undertaken if prior to such sale a Takeover Bid to acquire Securities of the same class as the Securities which are to be sold under this Rule has either been announced as being intended to be made or has been made and is still open for acceptance.

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• 74.12 If the Company is Listed, this Rule shall be subject to the potential operation of the Listing Rules or the ASX Settlement Operating Rules (as the case may be) to the Securities intended to be sold under this Rule.

• [See LR 15.13]

75. Fractional entitlements and difficulties

The Board may determine, as it thinks fit, the manner in which fractional entitlements or any difficulties relating to distribution and adjustment of the rights of the Members themselves are to be dealt with and, without limitation, may:

• (a) specify that fractions are to be disregarded or that any fractional entitlements are to be increased to the next whole number;

• (b) make cash payments in lieu of fractional entitlements or sell Shares not divisible by reason of fractional entitlements and account for the net proceeds of sale to Members entitled to such fractions proportionately;

• (c) fix the value for distribution of any specific assets or any part of those assets;

• (d) vest any such cash Shares or specific assets in trustees on trusts for the persons entitled to the Dividend or capitalised sum; or

• (e) appoint a person to sign a contract, on behalf of the Members entitled to any further Shares or Debentures on the capitalisation, with the Company providing for the issue to them, credited as fully Paid up, of any such further Shares or Debentures or for the payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised.

76. Takeover approval provisions

Subject to the provisions of the Corporations Act, where offers have been made for Shares in the Company under a Takeover Bid and each such offer relates to a proportion of these Shares in the Company included in a class of Shares being a proportion that is the same in respect of each offer, the Directors shall refuse to register a transfer giving effect to a contract resulting from the acceptance of any offer under the Takeover Bid unless the following provisions have been complied with:

• (a) the Directors shall convene a Meeting of the Company to be held in accordance with this Constitution on a day which is not less than 15 days prior to the end of the period during which the offers made under the Takeover Bid remain open;

• (b) at the Meeting referred to the Members entitled to vote in accordance with Rule 76(c) shall consider and vote on a resolution approving the Takeover Bid which resolution shall be taken to have been passed if the votes cast in favour of the resolution exceed 50% of all votes validly passed in respect of the resolution; and

• (c) for the purposes of the resolution referred to in Rule 76(b), a person (other than the offeror under the Takeover Bid or a person associated within the meaning of the Corporations Act with the bidder) who, as at 5.00pm on the day on which the first offer under the Takeover Bid was made, held Shares included in the class of Shares the subject of the Takeover Bid is entitled to vote and despite anything contained in this Constitution shall have one vote for each such Share held.

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77. Notice to holders

• 77.1 Despite any other provision of this Constitution to the contrary, a Member shall not be entitled to receive Notices in respect of a holding in the event that the Member has returned to the Company a duly completed Request for Suspension of Full Notice Rights as described in Rule 77.2(d) ( Request for Suspension of Full Notice Rights ).

• 77.2 The Company shall at any time be entitled to give to a Member (in the manner prescribed for the giving of notice of general meetings) the documents referred to below:

• (a) a written invitation to complete and return to the Company a Request for Suspension of Full Notice Rights;

• (b) an explanation that, in the event of that Member returning to the Company a duly completed Request for Suspension of Full Notice Rights, the Member will not be entitled to receive Notices in respect of that holding and that such entitlement will be restored to the Member on return to the Company of a duly completed Request for Full Notice Rights as described in Rule 77.3 ( Request for Full Notice Rights ) at any time during which the Member is a Member;

• (c) an envelope, pre-printed with the address of the Registered Office of the Company, in which the Request for Suspension of Full Notice Rights may, should the Member so desire, be mailed to the Company free of postage cost to the Member; and

• (d) a form of Request for Suspension of Full Notice Rights as nearly as practicable in the following form or such other form as determined by the Directors from time to time:

Magmatic Resources Limited ACN 615 598 322

Request for Suspension of Full Notice Rights

I/We

(Full Name(s))

of

(Address(es))

being a Member, advise under Rule 77.2 of the Constitution of the Company that I/we wish to cease to receive all Notices to which I/we would be entitled were it not for the operation of Rule 77.2.

(Signature of Member(s))

(Date)

• 77.3 A Member who, by returning to the Company a duly completed Request for Suspension of Full Notice Rights, has ceased to be entitled to receive Notices shall have that right restored forthwith on the Company receiving from that Member a duly completed Request for Full

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Notice Rights at any time, and which Request for Full Notice Rights shall as nearly as practicable be in the following form or such other form as determined by the Directors from time to time:

Magmatic Resources Limited ACN 615 598 322

Request for Full Notice Rights

I/We

(Full Name(s))

of

(Address(es)

being a Member, advise under Rule 77.3 of the Constitution of the Company that I/we wish to receive all Notices to which I/we would be entitled were it not for the operation of Rule 77.2.

(Date) (Signature of Member(s))

• 77.4 On being requested to do so by a Member, the Company shall forward a Request for Full Notice Rights to the Member in an envelope, pre-printed with the address of the Registered Office of the Company, in which the Request for Suspension of Full Notice Rights may, should the Member so desire, be mailed to the Company free of postage cost to the Member.

• 77.5 By execution of a Request for Suspension of Full Notice Rights a Member for the duration of any requested suspension shall not be entitled to make any Claim against the Company in respect of non receipt of a Notice.

78. Confidential information

• 78.1 No Member, not being a Director, shall be entitled to require or receive any information concerning the business, trading or customers of the Company or any trade secret or secret process of or used by the Company.

• 78.2 Every Director, manager, trustee or Member of a committee of the Company may be required by the Directors to sign a declaration pledging to observe strict secrecy respecting all transactions of the Company. Such a declaration may require the person so signing to pledge not to reveal any of the matters which may come to the person’s knowledge in the discharge of the person’s duties except when required to do so by the Directors or a Member of a local board or by any Meeting of Members or by a court of law and except so far as may be necessary in order to comply with any of the provisions in this Constitution.

• 78.3 A person who ceases to be a Director of the Company shall, within a period of seven years from the date of cessation from office, be given access by the Company to materials referred to in Rule 78.1 (which came into existence during the Director's term of office or arose from conduct during that term) on the following terms and conditions:

• (a) a written request is made to the Company for access by the former Director (or that person’s duly authorised representative) stating a reasonable and lawful purpose for

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the access as well as particulars of the documentation that the former Director is wishing to obtain access to;

• (b) the notice in Rule 78.3(a) gives the Company a reasonable period of time prior to when access is requested;

• (c) the Company shall be entitled (acting at all times reasonably) to reject or postpone (as the case may be) any request for access on the basis that to provide access would impose an unreasonable burden on the Company's resources, having regard to the circumstances of the Company at the time;

• (d) the former Director provides the Company with an undertaking to meet all reasonable costs to be incurred by the Company in providing access; and

• (e) the former Director signs a declaration along similar terms to that contemplated by Rule 78.2.

79. Notices

• 79.1 Any notice or document to be given by the Company under this Constitution may be served on the person to be notified either personally, by sending it through the post in a prepaid letter envelope or wrapper to the person to be notified at his registered place of address or by sending it to any facsimile number or electronic address notified by that person to the Company for the purposes of the Company giving notices or documents to that person.

• 79.2 Notwithstanding Rule 79.1, written notice of a meeting of the Company and all associated documents may be given to a Member in any manner permitted by the Corporations Act including, without limitation, sections 249J(3) and 249J(3A).

• 79.3 Notwithstanding any other Rule of this Constitution, a notice of meeting and all associated documents provided by the Company to a Member in accordance with this Constitution shall be deemed to have been given to that Member:

• (a) where served personally, on the date of service;

• (b) where the notice of meeting is sent by post, on the day following that on which the letter envelope or wrapper containing the same was posted;

• (c) where the notice of meeting is sent or notified by facsimile, service shall be deemed to have been given at the time when a transmission of the facsimile is completed by the Company and a report is generated stating that the transmission has been sent to the facsimile number; or

• (d) where the notice of meeting is sent or notified by electronic transmission or other electronic means, service shall be deemed to have been given when the Company receives a report confirming the transmission has been received, or if no such report is received, on the day following that which it was sent.

• 79.4 The signature to any notice to be given by the Company may be written, typewritten or printed.

• 79.5 Where a non-resident Member has supplied an overseas facsimile or other electronic address to the Secretary, the Secretary may endeavour to send by facsimile or other means of electronic communication to the facsimile or electronic address (as the case may be) a copy of any notice given to Members but a failure to do so shall not affect the validity of any Meeting.

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• 79.6 A notice may be given by the Company to the Joint Holders of a Share by giving the notice to the Joint Holder first named in the Register in respect of the Share and notice so given shall be sufficient notice to all the holders of such Share.

• 79.7 Every person who becomes entitled to any Share shall be bound by every notice in respect of such Share which, prior to that person’s name and address being entered on the Register, has been duly given to the Member from whom the person derives title to such Share.

• 79.8 Any notice or document delivered, sent or notified to a Member under this Constitution shall, despite that such Member is then deceased and whether or not the Company has notice of the Member’s decease, be deemed to have been duly served in respect of any Share whether held by the Member solely or jointly with other persons, until some other person be registered in the Member’s stead as the holder or Joint Holder and such service shall for all purposes of this Constitution be deemed a sufficient service of such notice or document on the Member’s legal personal representatives and on all persons, if any, jointly interested with the Member in the Share.

• 79.9 Any notice served personally on a person shall be deemed to have been given on the day of service.

• 79.10 Any notice sent by post shall be deemed to have been given on the day following that on which the letter envelope or wrapper containing the same was posted.

• 79.11 Any notice sent by facsimile shall be deemed to have been given at the time when a transmission of the facsimile is completed by the Company and a report is generated stating that the transmission has been sent to the facsimile number.

• 79.12 Any notice sent by electronic transmission or other electronic means, service shall be deemed to have been given when the Company receives a report confirming the transmission has been received, or if no such report is received, on the day following that which it was sent.

• 79.13 In proving service of a notice by post it shall be sufficient to prove that the letter envelope or wrapper containing the notice was properly addressed stamped and posted. A certificate in writing signed by any manager Secretary or other officer of the Company that the letter envelope or wrapper containing the notice was so addressed and posted shall in the absence of evidence to the contrary be conclusive evidence.

• 79.14 Subject to Rule 79.15, any notices to be given under or in reference to this Constitution by the Company to any Director or vice versa may be given in accordance with Rule 79.1 and, if so given, shall be deemed to have been given in accordance with rules 79.9, 79.11 and 79.12. Where a given number of days' notice or notice extending over any period is required to be given, the day on which the notice is deemed to be served shall be excluded but the day for which the notice is given shall be included in calculating the number of days or other period.

• 79.15 Subject to any provisions with respect to service in the Corporations Act or in the rules of any court in which proceedings are brought by the Company or its liquidator against any Director or Member, all summonses, notices, process, orders and judgments in relation to any such proceedings may be served on such Director or Member by registered post and the provisions contained in the foregoing paragraphs of this Rule shall apply mutatis mutandis and such service shall be deemed for all purposes to be personal service.

• 79.16 Subject to Rule 79.1, notice of every Meeting or, if required, any adjournments shall be given in any manner authorised under this Rule to:

• (a) every Member;

• (b) every person entitled by transmission to vote under this Constitution; and

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(c) the Auditor for the time being of the Company.

79.17 Where:

• (a) the Company has a bona fide reason to believe that a Shareholder is not known at his or her registered address; and

• (b) the Company has subsequently made an enquiry in writing at that address as to the whereabouts of the Shareholder and this enquiry either elicits no response or a response indicating that the Shareholder or his present whereabouts are unknown,

all future notices will be deemed to be given to the Shareholder if the notice is exhibited in the Registered Office (or, in the case of a Shareholder registered on a branch register, in a conspicuous place in the place where the branch register is kept) for a period of 48 hours (and shall be deemed to be duly served at the commencement of that period) unless and until the Shareholder informs the Company of a new address to which the Company may send the Shareholder notices (which new address shall be deemed to be the Shareholder’s registered address).

80. Overseas Shareholders

• 80.1 On an issue of Equity Securities, the Directors may take such steps as are authorised from time to time by the Listing Rules and as they shall think fit to provide equitably in all the circumstances for the rights and interests of any Overseas Shareholder.

• 80.2 Documents for Overseas Shareholders shall be forwarded by air, by facsimile, by electronic transmission or in another way that ensures they will be received quickly.

[See LR 15.10]

• 80.3 In this Rule 80, Overseas Shareholder means a Member of the Company who has not supplied to the Company an address within Australia under Rule 79.1 and:

• (a) being an individual, the Directors have reason to believe is not resident in Australia; or

• (b) being a company, the Directors have ascertained that it is not registered in Australia.

81. Indemnity and liability of directors and other officers

• 81.1 To the extent permitted by law, the Company shall:

• (a) indemnify a person who is or has been an Officer of the Company against liability incurred by the person as such an Officer to another person (other than the Company or a Related Body Corporate); and

• (b) indemnify a person who is or has been an Officer or Auditor of the Company against liability for costs and expenses incurred by the person in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted or in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Act.

• 81.2 The Company may pay, or agree to pay, at the discretion of the Directors, a premium in respect of a contract insuring a person who is or has been an Officer of the Company against the liability incurred by the person as such an Officer, except for a liability arising out of conduct involving a wilful breach of duty in relation to the Company or a contravention of sections 182 or 183 of the Corporations Act. In the case of a Director, any such premium shall

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be paid in addition to any remuneration paid to that Director by the Company in accordance with the Constitution.

82. Restricted Securities

• 82.1 A holder of Restricted Securities must not Dispose of or agree or offer to Dispose of the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• 82.2 If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities.

• 82.3 The Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• 82.4 A holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• 82.5 If a holder of Restricted Securities breaches a restriction deed or a provision of this Constitution restricting a Disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

[See LR 15.12]

83. Winding up

• 83.1 In this Rule, Surplus Assets means those assets of the Company which, on the winding up of the Company, remain after the payment of debts and liabilities of the Company and of the costs of winding up.

• 83.2 Subject to Rule 83.3, and the terms and conditions on which any Shares have been issued, the Surplus Assets shall be distributed as follows:

• (a) first, in repayment of Paid-up Capital in accordance with the respective rights of the Members; and

• (b) second, the balance then remaining shall be distributed among the ordinary Members in proportion to the Capital Paid up or which ought to have been Paid up at the commencement of the winding up on the Shares held by them respectively other than amounts Paid in advance of calls.

• 83.3 Subject to the provisions of Rule 83.4, if the Surplus Assets shall be insufficient to repay the whole of the Paid up Capital, such assets shall be distributed, so that the losses shall be borne by the Members in proportion to the Capital Paid up or which ought to have been Paid up at the commencement of the winding up on the Shares held by them respectively, but disregarding amounts Paid in advance of calls.

• 83.4 If the Company is wound up in any way, then, subject to the rights of holders of Shares issued on special conditions, the liquidator, with the sanction of a special resolution, may:

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• (a) divide in specie among the contributories of the Company any part of the Surplus Assets; and

• (b) vest any part of the Surplus Assets in trustees on such trusts for the benefit of the contributories or any of them as the liquidator shall think fit.

• 83.5 Any division by a liquidator under Rule 83.4 may be otherwise than in accordance with the legal rights of the contributories of the Company and in particular any class may be given preference or special rights or may be excluded altogether or in part provided that if any division otherwise than in accordance with the legal rights of the contributories shall be decided on, any contributory who would be prejudiced thereby shall have a right of dissent and ancillary rights as if such determination were a special resolution passed under the Corporations Act.

• 83.6 If the Surplus Assets to be distributed under Rule 83.4 are Shares on which there are unpaid calls, any person entitled under such distribution to any of the said Shares may within ten days after the passing of the special resolution by notice in writing direct the liquidator to sell that person’s proportion and pay the person the net proceeds.

• 83.7 Remuneration may only be paid by the Company to any Director or liquidator on any sale or realisation of any part of the Company's undertaking or assets except with the prior sanction of a Meeting convened by at least seven days' notice specifying the remuneration proposed to be paid.

84. Supply of documentation to ASX

The Company shall supply to ASX all documentation required by the Listing Rules to be lodged with the Home Branch or released or issued by the Company for the information of holders of any of the Company's Securities.

[See LR 3.17 and 15.2 to 15.7 inclusive]

85. Sale of main undertaking

Any sale or disposal of the Company's main undertaking shall be conditional on approval by shareholders at a Meeting who are permitted to vote on the resolution.

[See LR 11.2]

86. Listing and ASX Settlement Operating Rules

• 86.1 If the Company is Listed and for so long as the Company remains Listed, the following provisions shall apply:

• (a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done;

• (b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;

• (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

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• (d) if the Listing Rules require this Constitution to contain a provision which is omitted, this Constitution is deemed to contain that provision;

• (e) if the Listing Rules require this Constitution not to contain a provision which is in this Constitution, this Constitution is deemed not to contain that provision; and

• (f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

• 86.2 If the Company is Listed and for so long as the Company remains Listed, this Constitution (other than Rule 86.1) is also to be read as subject to the ASX Settlement Operating Rules and in the case of any inconsistency between any Rule (other than Rule 86.1) and any provision of the ASX Settlement Operating Rules, the provisions of the ASX Settlement Operating Rules shall prevail and the Rule should be read down accordingly.

• 86.3 The provisions of Rule 86.1 shall be paramount and given full force and effect despite any inconsistency between any Rule or any provision of the ASX Settlement Operating Rules.

• [See Appendix 15A of the LR]

87. Foreign listing

If the Company is admitted to quotation on a foreign stock exchange ( Foreign Exchange ) so long as the Company is listed on the Foreign Exchange it shall comply with the rules and regulations of the Foreign Exchange ( Foreign Listing Rules ) except to the extent that the Foreign Listing Rules are contrary to or inconsistent with the Listing Rules.

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Magmatic Resources Limited ABN 32 615 598 322

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

MAG

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:30AM (AWST) on Wednesday, 16 December 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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: 999999

SRN/HIN: I9999999999 PIN: 99999

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 under the help tab, "Printable Forms".

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

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Magmatic Resources 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 Magmatic Resources Limited to be held at Suite 7, 55 Hampden Road, Nedlands, WA 6009 on Friday, 18 December 2020 at 10:30AM (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 Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is 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 Resolution 1 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

• 1 Adoption of Remuneration Report

• 2 Re-election of director – David Richardson

• 3 Ratification of Prior Issue of Placement Shares – Listing Rule 7.4

• 4 Ratification of Prior Issue of Lead Manager Options – Listing Rule 7.4

• 5 Reduction of Capital and In-Specie Distribution

• 6 Disposal of Major Asset

• 7 Approval of 10% Placement capacity

• 8 Adoption of New Constitution

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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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M A G

9 9 9 9 9 9 A