MAGMATIC RESOURCES LIMITED - Proxy Solicitation & Information Statement 2024

==> picture [455 x 42] intentionally omitted <==

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

Date of Meeting: Tuesday, 23 April 2024 Time of Meeting: 10.30am AWST Place of Meeting: Level 2, 22 Mount Street, Perth WA 6000

This is an important document. Please read it carefully.

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

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.30am AWST on Sunday 21 April 2024.

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 Tuesday, 23 April 2024 at 10.30am AWST.

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, with or without amendment, the following resolution as an ordinary resolution :

“That, the issue of 45,376,871 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 Statement:

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, with or without amendment, the following resolution as an ordinary resolution :

“That, the issue of 30,569,280 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 Statement:

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

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

Page 1

Notice of General Meeting

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

==> picture [130 x 42] intentionally omitted <==

Ms Andrea Betti Company Secretary 20 March 2024

Page 2

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.

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 10.30am AWST on 21 April 2024.

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.

Page 3

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 General Meeting to be held at Level 2, 22 Mount Street, Perth WA 6000 on 23 April 2024 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 4.

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 11 March 2024, the Company issued a total of 75,946,151 Shares under a Placement to FMG Resources Pty Ltd ( Placement ). The Company issued 45,376,871 Shares without prior Shareholder approval out of its 15% annual placement capacity under Listing Rule 7.1 and 30,569,280 Shares without prior Shareholder approval out of its 10% annual placement capacity under Listing Rule 7.1A on 11 March 2024.

Resolutions 1 and 2 seeks Shareholder approval and ratification pursuant to ASX Listing Rule 7.4 for the prior issue of the 75,946,151 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 28 November 2023.

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, Resolutions 1 and 2 seek Shareholder approval for the Placement under and for the purposes of Listing Rule 7.4.

If Resolutions 1 and 2 are passed, the issue of 45,376,871 Shares pursuant to the Placement will be excluded in calculating Magmatic’s 15% limit in Listing Rule 7.1, and the issue of 30,569,280 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 Resolutions 1 and 2 are not passed, the issue of 45,376,871 Shares pursuant to the Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and the issue of 30,569,280 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

Page 4

Explanatory Memorandum

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 75,946,151 Shares were issued with 45,376,871 Shares issued using the Company’s 15% limit under Listing Rule 7.1 and 30,569,280 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 $0.04884 per Share. The Company has not and will not receive any other consideration for the issue of the Shares.

The Shares were issued on 11 March 2024.

(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 FMG Resources Pty Ltd.

(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 fund the exploration and related activities for the advancement of the Company’s projects, including the Myall, Wellington North and Parkes projects and for general working capital costs.

(f) If the securities were issued under an Agreement, and a summary of any other material terms of the agreement

The securities were issued under a Share Subscription Agreement. Other than the above terms, the agreement also provides for the following material terms:

(i) upon the completion of the placement, Fortescue will have a right to appoint one nominee director to the Magmatic Board while it’s interest in the Company remains below 20% and if it increase its interest in the Company to 20% or more, it will have the right to appoint an additional nominee director to the Board, however such right will only be valid while Fortescue’s interest in the Company remains at 20% or higher;
(ii) while Fortescue holds at least a 10% interest in the Company, Magmatic will use reasonable endeavours to allow Fortescue to participate in any issues of securities (other than a pro-rata offer to existing shareholders or an offer of securities under the Company’s employee incentive scheme); and
(iii) for a period of two years, where the Company receives a non-equity financing offer, the Company will provide Fortescue with first right of refusal to provide such nonequity financing.

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. Enquiries

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

Page 5

Explanatory Memorandum

4. Interpretation

$ means Australian dollars.

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

AWST means Australia Western Stand 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 Resources 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.

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.

Fortescue means FMG Resources Pty Ltd, a wholly owned subsidiary of Fortescue Ltd (ASX:FMG)

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 giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.

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

Placement Share Issue date means 11 March 2024

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

Page 6

==> picture [23 x 45] intentionally omitted <==

==> picture [119 x 40] intentionally omitted <==

Magmatic Resources Limited ABN 32 615 598 322

��

�� �� 

��

XX

��

�� ��

��

==> picture [48 x 49] intentionally omitted <==

�� 183655

��

�� ��

��

�� ��

��

�� ��

��

�� 

XX

��

�� 

�� ��

��

�� �� �� ��

�� 

��

==> picture [92 x 47] intentionally omitted <==

��

�� ��

�� �� �� �� �� �� �� �� �� �� �� �� �� ��	��

M A G

3 0 7 5 8 6 A

AI assistant

MAGMATIC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

65290_rns_2024-03-21_5d43cf0c-0670-40e6-bbf2-41a8e028a70f.pdf

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

Notice of General Meeting

AGENDA

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

Voting Exclusion Statement:

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

Voting Exclusion Statement:

Notice of General Meeting

By order of the board

Proxies and representatives

Voting entitlement

Signing instructions

Explanatory Memorandum

1. Introduction

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

2.2 ASX Listing Rule 7.1, 7.1A and 7.4

Explanatory Memorandum

2.3 Technical information required by ASX Listing Rule 7.5

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

2.4 Board recommendation

3. Enquiries

Explanatory Memorandum

4. Interpretation

$ means Australian dollars.

����������������

������

�������

����������������������

����������

��������������������������������

����������������������

XX

�������

��������������������

����������������������������������������������������

�������������������������������������

��������

�������

�����������������������������

������������������������

����������

��������������������������������������

XX

�����������������

More from MAGMATIC RESOURCES LIMITED

MAGMATIC RESOURCES LIMITED Proxy Solicitation & Information Statement 2024

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��