MAGMATIC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2023

Feb 1, 2023

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

Date of Meeting: Thursday, 2 March 2023 Time of Meeting: 10:30am AWST Place of Meeting: Level 2, 22 Mount Street Perth WA 6000 Australia

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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.

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Notice of General Meeting

Notice is given that a General Meeting of shareholders of Magmatic Resources Limited ACN 615 598 322 (Company) will be held at Level 2, 22 Mount Street Perth WA 6000 on 2 March 2023 at 10.30am AWST. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 28 February 2023.

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Meeting.

AGENDA

_____________

1. Resolution 1: Ratification of prior issue of shares under the Placement (Listing Rule 7.1)

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

“That, the issue of 3,657,320 Shares under the Placement on the terms and conditions and in the manner set out in the Explanatory Memorandum is approved under and for the purposes of the ASX Listing Rule 7.4 and for all other purposes.”

Voting Exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of those persons.

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

• a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the 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:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

2. Resolution 2: Ratification of prior issue of shares under the Placement (Listing Rule 7.1A)

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

“That, the issue of 26,548,680 Shares under the Placement on the terms and conditions and in the manner set out in the Explanatory Memorandum is approved under and for the purposes of the ASX Listing Rule 7.4 and for all other purposes.”

Voting Exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of those persons.

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

• a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the 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:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

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Notice of General Meeting

3. Resolution 3: Ratification of prior issue of shares under the Share Purchase Plan (Listing Rule 7.1)

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

“That, the issue of 2,800,000 Shares under the Share Purchase Plan (SPP) on the terms and conditions and in the manner set out in the Explanatory Memorandum is approved under and for the purposes of the ASX Listing Rule 7.4 and for all other purposes.”

Voting Exclusion: In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of those persons.

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

• a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the 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:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

4. Resolution 4: Ratification of prior issue of shares issued under the Share Purchase Plan – Shortfall Share Placement (Listing Rule 7.1)

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

“That, the issue of 7,200,000 Shares under the Share Purchase Plan (SPP) on the terms and conditions and in the manner set out in the Explanatory Memorandum is approved under and for the purposes of the ASX Listing Rule 7.4 and for all other purposes.”

Voting Exclusion: In accordance with Listing Rule 14.11,the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of those persons.

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

• a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or the 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:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

The resolutions 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

Ms Andrea Betti Company Secretary 2 February 2023

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Notice of General Meeting

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 4.00pm WST on 28 February 2023. 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. 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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Notice of General Meeting

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to shareholders Magmatic Resources Limited ACN 615 598 322 ( MAG or Company ) to explain the resolution to be put to Shareholders at the General Meeting to be held at Level 2, 22 Mount Street Perth WA 6000 on 2 March 2023 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 resolution.

The Chair of the Meeting intends to vote all available undirected proxies in favour of the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 6.

2. Resolutions 1 and 2: Ratification of prior issue of shares under the Placement (Listing Rule 7.1 and Listing Rule 7.1A)

2.1 General

On the 23 November 2022, the Company issued a total of 30,206,000 Shares under a placement to sophisticated and/or professional investors ( Placement ). The Company issued 3,657,320 Shares without prior Shareholder approval out of its 15% annual placement capacity under Listing Rule 7.1 and 26,548,680 Shares without Shareholder approval out of its 10% annual placement capacity under Listing Rule 7.1A on 23 November 2022.

Resolutions 1 and 2 seeks Shareholder approval and ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the 30,206,000 Shares pursuant to the Placement.

2.2

ASX Listing Rule 7.1, 7.1A and 7.4

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. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at is annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company sought and obtained such approval at its previous annual general meetings on 29 November 2021 and 25 November 2022.

The Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, effectively uses up the Company’s 15% limit in Listing Rule 7.1 and its 10% limit in Listing Rule 7.1A, reducing Magmatic’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 and Listing Rule 7.1A for the 12 month period following the Placement Share Issue Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and Listing Rule 7.1A. To this end, Resolution 1 seeks Shareholder approval for the Placement under and for the purposes of Listing Rule 7.4.

If Resolution 1and 2 are passed, the issue of 3,657,320 Shares pursuant to the Placement will be excluded in calculating Magmatic’s 15% limit in Listing Rule 7.1, and the issue of 26,548,680 Shares pursuant to the Placement will be excluded in calculating Magmatic’s 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the Placement Share Issue Date.

If Resolution 1 and 2 are not passed, the issue of 3,657,320 Shares pursuant to the Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and the issue of 26,548,680 Shares pursuant to the Placement will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue

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without Shareholder approval over the 12 month period following the Placement Share Issue Date.

2.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

• (a) The number and class of securities the entity issued

A total of 30,206,000 Shares were issued with 3,657,320 Shares issued using the Company’s 15% limit under Listing Rule 7.1 and 26,548,680 Shares issued using the Company’s 10% limit under Listing Rule 7.1A.

The Shares issued were all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares.

• (b) The price or other consideration the entity has received for the issue The Shares were issued at an issue price of $0.10 per Share. The Company has not and will not receive any other consideration for the issue of the Shares.

• (c) The date or dates on which the securities were or will be issued

The Shares were issued on 23 November 2022.

• (d) The names of the persons to whom the entity issued the securities or the basis on which those persons were identified or selected

The Shares were issued to various sophisticated and professional investors who are clients of the Joint Lead Managers, Ord Minnett Limited and Canaccord Genuity (Australia) Limited. The recipients were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising process from non-related parties of the Company.

In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms none of the recipients were related parties, key management personnel, substantial shareholders of the Company or advisors of the Company or an associate of any of these parties and none were issued more than 1% of the issued capital of the Company. The Company’s two major shareholders did not participate in the share placement.

• (e) The purpose of the issue, including the use or intended use of any funds raised by the issue

The purpose of the issue was to raise $3,020,600, which will be applied to the expansion and acceleration of the high impact drilling program at the Myall Project following strong initial results at the Corvette Prospect, in addition to continued exploration of other high priority targets in Magmatic’s portfolio and for general working capital.

2.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolutions 1 and 2 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

3. Resolution 3: Ratification of prior issue of shares under the Share Purchase Plan (Listing Rule 7.1)

• 3.1 General

On the 4 January 2023, the Company issued 2,800,000 Shares under a Share Purchase Plan to Eligible Shareholders ( SPP ). The Company issued 2,800,000 Shares the subject of Resolution 3 without prior Shareholder approval out of its 15% annual placement capacity under Listing Rule 7.1.

Resolution 3 seeks Shareholder approval and ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 2,800,000 Shares pursuant to the SPP.

3.2

ASX Listing Rule 7.4

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

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any 12 month period to 15 % of the fully paid ordinary securities it had on issue at the start of that period.

The issue price of the shares issued under the SPP were less than at least 80% of the volume weighted average market price (VWAP) for fully paid ordinary shares calculated over the last five days before the SPP was announced and so the SPP did not meet the requirements of Exception 5 in Listing Rule 7.2 for Share Purchase Plans. As the shares issued under the SPP did not fit within any of the exceptions in Listing Rule 7.2 and, as the shares issued have not yet been approved by the Company’s Shareholders, these shares effectively use up the Company’s 15% limit in Listing Rule 7.1 reducing Magmatic’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the SPP Share Issue Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 3 seeks Shareholder approval of the shares issued pursuant to the SPP under and for the purposes of Listing Rule 7.4.

If Resolution 3 is passed, the issue of 2,800,000 Shares issued pursuant to the SPP will be excluded in calculating Magmatic’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 SPP Share Issue Date.

If Resolution 3 is not passed, the issue of 2,800,000 Shares issued pursuant to the SPP 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 SPP Share Issue Date.

3.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (a) The number and class of securities the entity issued

• A total of 2,800,000 Shares were issued using the Company’s 15% limit under Listing Rule 7.1.

The Shares issued were all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares.

(b) The price or other consideration the entity has received for the issue The Shares were issued at an issue price of $0.10 per Share. The Company has not and will not receive any other consideration for the issue of the Shares.

• (c) The date or dates on which the securities were or will be issued

The Shares were issued on 4 January 2023.

• (d) The names of the persons to whom the entity issued the securities or the basis on which those persons were identified or selected

The Shares were issued to Eligible Shareholders who accepted the invitation to participate in the Share Purchase Plan (SPP). Eligible Shareholders who were invited to participate in the SPP were those shareholders of the Company who were registered as holder of Shares at 7.00pm AEDT on Tuesday 15 November 2022 and whose registered address was in Australia or New Zealand.

In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms Adam McKinnon the Managing Director for Magmatic Resources Ltd participated in the SPP as an Eligible Shareholder and invitee to the SPP. The Company confirms that there were no other recipients were related parties, key management personnel, substantial shareholders of the Company or advisors of the Company or an associate of any of these parties and

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none were issued more than 1% of the issued capital of the Company. The Company’s two major shareholders did not participate in the SPP.

• (e) The purpose of the issue, including the use or intended use of any funds raised by the issue

The purpose of the issue was to raise $280,000, which will be applied to the expansion and acceleration of the high impact drilling program at the Myall Project following strong initial results at the Corvette Prospect, in addition to continued exploration of other high priority targets in Magmatic’s portfolio and for general working capital.

• (f) If the securities were or will be issued under an agreement and a summary of any other material terms of the agreement;

The securities were not issued under an agreement, however were offered pursuant to a Share Purchase Plan (SPP) invitation document which was dispatched to Eligible Shareholders on 25 November 2022, with a copy lodged with the ASX on the same date.

• (g) A voting exclusion statement that preclude any persons who participated in the issue being ratified and their associated form voting on the resolution.

A voting exclusion statement has been included above, in the Notice of Meeting.

3.4

Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

4. Resolution 4: Ratification of prior issue of shares under the Share Purchase Plan - Shortfall Share Placement (Listing Rule 7.1)

4.1

General

On 16 November 2022 the Company announced it was proceeding with a Share Purchase Plan to raise up to $1m. On 25 November 2022 the Company dispatched an invitation to Eligible Shareholders to participate in the Share Purchase Plan. Within that invitation, the Company noted that in the event that less than $1.0 million is applied for under the Plan, the full amount of the shortfall may be placed at the discretion of the Board subject to compliance with all necessary legal requirements.

On the 19 January 2023, the Company issued 7,200,000 Shares as Shortfall Shares ( Shortfall Shares ) under the Share Purchase Plan to Eligible Shareholders ( SPP ). The Company issued 7,200,000 Shares the subject of Resolution 4 without prior Shareholder approval out of its 15% annual placement capacity under Listing Rule 7.1.

Resolution 4 seeks Shareholder approval and ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the 7,200,000 Shortfall Shares.

4.2

ASX Listing Rule 7.4

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.

The issue price of the shares issued under the SPP were less than at least 80% of the volume weighted average market price (VWAP) for fully paid ordinary shares calculated over the last five days before the SPP was announced and so the SPP did not meet the requirements of Exception 5 in Listing Rule 7.2 for Share Purchase Plans. As the Shortfall Shares issued under the SPP did not fit within any of the exceptions in Listing Rule 7.2 and, as the Shortfall Shares issued have not yet been approved by the Company’s Shareholders, these shares effectively use up the Company’s 15% limit in Listing Rule 7.1 reducing Magmatic’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the SPP Share Issue Date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have

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been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 4 seeks Shareholder approval for the Shortfall Shares under and for the purposes of Listing Rule 7.4.

If Resolution 4 is passed, the issue of 7,200,000 Shortfall Shares will be excluded in calculating Magmatic’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 Shortfall Shares Issue Date.

If Resolution 4 is not passed, the issue of 7,200,000 Shortfall Shares 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 SPP Shortfall Placement Share Issue Date.

4.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (a) The number and class of securities the entity issued

• A total of 7,200,000 Shortfall Shares were issued using the Company’s 15% limit under Listing Rule 7.1.

The Shortfall Shares issued were all fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares.

• (b) The price or other consideration the entity has received for the issue

The Shortfall Shares were issued at an issue price of $0.10 per Share. The Company has not and will not receive any other consideration for the issue of the Shortfall Shares.

• (c) The date or dates on which the securities were or will be issued

The Shortfall Shares were issued on 19 January 2023.

• (d) The names of the persons to whom the entity issued the securities or the basis on which those persons were identified or selected

The Shortfall Shares were issued to Gleneden Nominees Pty Ltd, a sophisticated and professional investor that had been in negotiations with the Company to take up any shortfall in the Share Purchase Plan.

In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms none of the recipients were related parties, key management personnel, substantial shareholders of the Company or advisors of the Company or an associate of any of these parties and none were issued more than 1% of the issued capital of the Company. The Company’s two major shareholders did not participate in the SPP shortfall share placement.

• (e) The purpose of the issue, including the use or intended use of any funds raised by the issue

Funds raised by the issue will be applied to the expansion and acceleration of the high impact drilling program at the Myall Project following strong initial results at the Corvette Prospect, in addition to continued exploration of other high priority targets in Magmatic’s portfolio and for general working capital.

• (f) If the securities were or will be issued under an agreement and a summary of any other material terms of the agreement;

The securities were not issued under an agreement, however were offered as Share Purchase Plan (SPP) shortfall shares and therefore were issued pursuant to the terms and

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conditions of the SPP invitation document which was dispatched to Eligible Shareholders on 25 November 2022, with a copy lodged with the ASX on the same date;

• (g) A voting exclusion statement that preclude any persons who participated in the issue being ratified and their associated form voting on the resolution.

A voting exclusion statement has been included above, in the Notice of Meeting.

4.4

Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 4 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

5. Enquiries

Shareholders may contact the Company Secretary on (+61 8) 9322 6009 or via email at abetti@magmaticresources.com if they have any queries in respect of the matters set out in these documents.

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6. Interpretation

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

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

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party 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.

Directors means the current directors of the Company .

Eligible Shareholder means holders of shares that are registered with an Australian or New Zealand address at 15 November 2022.

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

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

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.

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

Notice of Meeting or Notice means the notice of meeting including the Explanatory Memorandum and the Proxy Form.

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

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

Resolution means a resolution proposed at the Meeting.

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

Shareholder means a holder of Shares in the Company.

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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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:30am (AWST) on Tuesday, 28 February 2023.

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: 182121

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

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

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Magmatic Resources Limited hereby appoint the Chairman OR of the Meeting

Please mark to indicate your directions

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XX
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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 General Meeting of Magmatic Resources Limited to be held at Level 2, 22 Mount Street, Perth, WA 6000 on Thursday, 2 March 2023 at 10:30am (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

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

For Against Abstain Resolution 1 Ratification of prior issue of shares under the Placement (Listing Rule 7.1) Resolution 2 Ratification of prior issue of shares under the Placement (Listing Rule 7.1A) Resolution 3 Ratification of prior issue of shares under the Share Purchase Plan (Listing Rule 7.1) Ratification of prior issue of shares issued under the Share Purchase Plan – Shortfall Share Resolution 4 Placement (Listing Rule 7.1)

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.

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Step 3 Signature of Securityholder(s) This section must be completed.
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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