MAMBA EXPLORATION LIMITED — AGM Information 2022

Oct 25, 2022

MAMBA EXPLORATION LIMITED ACN 644 571 826 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00 am (WST) DATE : 25 November 2022 PLACE : Level 2, 25 Richardson Street WEST PERTH WA

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

This Notice 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 4:00 pm (WST) on 23 November 2022.

BUSINESS O F THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. 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 2022.”

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

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – SIMON ANDREW

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 11.5 of the Constitution, Listing Rule 14.5 and for all other purposes, Simon Andrew, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

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 Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 4 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MICHAEL DUNBAR

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Michael Dunbar (or their nominee) under the Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

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A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

6. RESOLUTION 5 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR – MICHAEL DUNBAR

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,500,000 Options to Michael Dunbar (or their nominee) under the Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

7. RESOLUTION 6 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR – SIMON ANDREW

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 500,000 Options to Simon Andrew (or their nominee) under the Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

8. RESOLUTION 7 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR – JUSTIN BOYLSON

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 500,000 Options to Justin Boylson (or their nominee) under the Employee Incentive Plan on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Dated: 25 October 2022

By order of the Board

Amanda Burgess Company Secretary

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Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (ii) a Closely Related Party of such a member. However, a person (thevoter) 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: 1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or 2. the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and 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.
Resolution 4 – Issue of Incentive Performance Rights to Director	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: 1.1.1 the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and 1.1.2 the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: 1.1.1 the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 5 to 7 – Issue of Incentive Options to Director	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 to 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 to 7 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 to 7 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

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Resolution 4 – Issue of Incentive Performance Rights to Director	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Michael Dunbar) or an associate of that person or those persons.
Resolution 5 to 7– Issue of Incentive Options to Director	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Michael Dunbar, Simon Andrew and Justin Boylson) or an associate of that person or those persons.

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

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

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

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

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

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

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy and return by the time and in accordance with the instructions set out on the Proxy.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9481 0389.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

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 www.mambaexploration.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 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.

2.2 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.

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.

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2.3 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 Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – SIMON ANDREW

3.1 General

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

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Simon Andrew, who has served as a Director since 23 September 2020 and was last re-elected on 25 November 2022, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Andrew has over 20 years' experience in financial markets in Asia and Australia. Previously he has held senior management positions at various global investment banks. These roles included leading the equity sales desk for BNP Paribas and heading the Refining and Petrochemicals sector research team at Deutsche Bank in Asia as well as spending 5 periods as a research analyst at Hartley's Limited covering the oil and gas and industrial sectors. Recent ASX Directorships include – Presently Riversgold Limited (ASX:RGL), Recharge Metals (ASX:REC) and Olympio Metals Limited (ASX:OLY) & Emmerson Resources Limited (ASX: ERM) 2006 – Feb 2015.

3.3 Independence

If re-elected the Board considers Simon Andrew will be an independent Director.

3.4 Board recommendation

The Board has reviewed Simon Andrew’s performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the reelection of Simon Andrew and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 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% ( 7.1A Mandate ).

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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.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $7,318,001 (based on the number of Shares on issue and the closing price of Shares on the ASX on 17 October 2022).

Resolution 3 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.

For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution.

If Resolution 3 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 3 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.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 3:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

• (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

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration 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

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• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.

(c)

Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for continued exploration expenditure on the Company’s current projects and general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 17 October 2022.

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 7.1A Mandate.

==> picture [347 x 190] intentionally omitted <==

----- Start of picture text -----

Dilution
Issue Price
Shares
Number of Shares on Issue issued – $0.06 $0.12 $0.18
(Variable A in Listing Rule 10% 50% Issue 50%
7.1A.2) voting decrease Price increase
dilution
Funds Raised
60,983,338 6,098,333
Current $396,391 $792,783 $1,189,174
Shares Shares
50% 91,475,007 9,147,500
$594,587 $1,189,175 $1,783,762
increase Shares Shares
100% 121,966,676 12,196,667
$792,783 $1,585,566 $2,378,350
increase Shares Shares
----- End of picture text -----

*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 prorata 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:

• (I) There are currently 60,983,338 Shares on issue as at the date of this Notice.

• (II) The issue price set out above is the closing market price of the Shares on the ASX on 17 October 2022 (being $0.12).

• (III) The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

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

• (V) The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (VI) 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.

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

• (VIII) 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%.

• (IX) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

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

• (B) 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 policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate 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 7.1A Mandate, having regard to the following factors:

• (A) the purpose of the issue;

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

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

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

• (E) prevailing market conditions; and

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

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(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 25 November 2021 ( Previous Approval ).

During the 12 month period preceding the date of the Meeting, being on and from 25 November 2022, the Company has not issued any Equity Securities pursuant to the Previous Approval.

4.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5. RESOLUTION 4 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MICHAEL DUNBAR

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 1,000,000 Performance Rights to Michael Dunbar (or their nominee) pursuant to the Employee Incentive Plan and on the terms and conditions set out below ( Incentive Performance Rights ).

5.2

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (i) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (ii) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Incentive Performance Rights to Michael Dunbar (or their nominee) constitutes giving a financial benefit and Michael Dunbar is a related party of the Company by virtue of being a Director.

The Directors (other than Michael Dunbar) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Performance Rights, because the issue of Performance Rights constitutes reasonable remuneration payable to Michael Dunbar.

5.3

Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

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• 10.14.1 a director of the entity;

• 10.14.2 an associate of a director of the entity; or

• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Incentive Performance Rights to Michael Dunbar falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolution 4 seeks the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Listing Rule 10.14.

5.4 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to Michael Dunbar under the Employee Incentive Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to Michael Dunbar under the Employee Incentive Plan.

5.5 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolution 4:

• (a) the Incentive Performance Rights will be issued to Michael Dunbar (or their nominee), who falls within the category set out in Listing Rule 10.14.1, by virtue of Michael Dunbar being a Director;

• (b) the maximum number of Incentive Performance Rights to be issued to Michael Dunbar (or their nominee) is 1,000,000;

• (c) the current total remuneration package for Michael Dunbar is $275,000, comprising of salary of $250,000 and a superannuation payment of $25,000. If the Incentive Performance Rights are issued, the total remuneration package of Michael Dunbar will increase by $120,000 to $395,000, being the value of the Incentive Performance Rights (based on closing market price of the Shares on the ASX on 17 October 2022, being $0.12);

• (d) No Performance Rights have previously been issued to Michael Dunbar under the Employee Incentive Plan;

• (e) a summary of the material terms and conditions of the Incentive Performance Rights is set out in Schedule 1;

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• (f) the Incentive Performance Rights are unquoted performance rights. The Company has chosen to grant the Incentive Performance Rights to Michael Dunbar for the following reasons:

• (A) the Incentive Performance Rights are unlisted, therefore the grant of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;

• (B) the issue of Incentive Performance Rights to Michael Dunbar will align the interests of Michael Dunbar with those of Shareholders;

• (C) the issue of the Incentive Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Michael Dunbar; and

• (D) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Performance Rights on the terms proposed;

• (g) the Company values the Incentive Performance Rights at up to $130,000 (being $0.12 per Incentive Performance Rights) based on closing market price of the Shares on the ASX on 17 October 2022 (being $0.12);

• (h) the Incentive Performance Rights will be issued to Michael Dunbar (or their nominee) no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Performance Rights will be issued on one date;

• (i) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;

• (j) a summary of the material terms and conditions of the Employee Incentive Plan is set out in Schedule 2;

• (k) no loan is being made to Michael Dunbar in connection with the acquisition of the Incentive Performance Rights;

• (l) details of any Performance Rights issued under the Employee Incentive Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Employee Incentive Plan after Resolution 4 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

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6. RESOLUTIONS 5 TO 7 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR – MICHAEL DUNBAR, SIMON ANDREW AND JUSTIN BOYLSON

6.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 1,500,000 Options to Michael Dunbar, 500,000 Options to Simon Andrew, and 500,000 Options to Justin Boylson (or their nominees) ( Related Parties ) pursuant to the Employee Incentive Plan ( Employee Incentive Plan ) and on the terms and conditions set out below ( Incentive Options ).

6.2 Director Recommendation

Each Director has a material personal interest in the outcome of Resolutions 5 to 7 on the basis that all of the Directors (or their nominees) are to be issued Incentive Options should Resolutions 5 to 7 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 5 to 7 of this Notice.

6.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Incentive Options to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Incentive Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Incentive Options. Accordingly, Shareholder approval for the issue of Incentive Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

6.4

Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity;

• 10.14.2 an associate of a director of the entity; or

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• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Incentive Options to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 5 to 7 seek the required Shareholder approval for the issue of the Incentive Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

6.5 Technical information required by Listing Rule 14.1A

If Resolutions 5 to 7 are passed, the Company will be able to proceed with the issue of the Incentive Options to the Related Parties under the Employee Incentive Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Options (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 5 to 7 are not passed, the Company will not be able to proceed with the issue of the Incentive Options to the Related Parties under the Employee Incentive Plan and the Company will need to consider alternative options to incentivise their directors.

6.6 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 5 to 7:

• (a) the Incentive Options will be issued to the following persons:

• (i) Michael Dunbar (or their nominee) pursuant to Resolution 5;

• (ii) Simon Andrew (or their nominee) pursuant to Resolution 6; and

• (iii) Justin Boylson (or their nominee) pursuant to Resolution 7,

each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;

• (b) the maximum number of Incentive Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 2,500,000 comprising:

• (i) 1,500,000 Incentive Options to Michael Dunbar (or his nominee) pursuant to Resolution 5;

• (ii) 500,000 Incentive Options to Simon Andrew (or his nominee) pursuant to Resolution 5; and

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(iii) 500,000 Incentive Options to Justin Boylson (or his nominee) pursuant to Resolution 5;

• (c) No Options have previously been issued to the Related Parties under the Employee Incentive Plan;

• (d) a summary of the material terms and conditions of the Incentive Options is set out in Schedule 3;

• (e) the Incentive Options are unquoted Options. The Company has chosen to issue Incentive Options to the Related Parties for the following reasons:

• (i) the Incentive Options are unquoted; therefore, the issue of the Incentive Options has no immediate dilutionary impact on Shareholders;

• (ii) the deferred taxation benefit which is available to the Related Parties in respect of an issue of Options is also beneficial to the Company as it means the Related Parties are not required to immediately sell the Incentive Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options on the terms proposed;

• (f) the number of Incentive Options to be issued to each of the Related Parties has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) the remuneration of the Related Parties; and

• (iii) incentives to attract and retain the service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options upon the terms proposed;

• (g) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

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==> picture [348 x 98] intentionally omitted <==

----- Start of picture text -----

Related Party Current Previous
Financial Year Financial Year
Ended 30 June Ended 30 June
2023 2022
Michael Dunbar 483,250 [1 ] 275,000
Simon Andrew 89,775 [2] 49,500
Justin Boylson 78,725 [3] 60,500
----- End of picture text -----

Notes:

1. Comprising salary of $250,000 and a superannuation payment of $26,250 and share-based payments of $207,000 (including an increase of $207,000, being the value of the Incentive Options).

2. Comprising Directors’ Fees of $45,000 and a superannuation payment of $4,500 and share-based payments of $29,000 (including an increase of $29,000, being the value of the Incentive Options).

3. Comprising Directors’ Fees of $55,000 and a superannuation payment of $5,500 and share-based payments of $29,000 (including an increase of $29,000, being the value of the Incentive Options).

4. (h) the value of the Incentive Options and the pricing methodology is set out in Schedule 4;

5. (i) the Incentive Options will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Options will be issued on one date;

6. (j) the issue price of the Incentive Options will be nil, as such no funds will be raised from the issue of the Incentive Options (other than in respect of funds received on exercise of the Incentive Options);

7. (k) the purpose of the issue of the Incentive Options is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;

8. (l) a summary of the material terms and conditions of the Employee Incentive Plan is set out in Schedule 2;

9. (m) no loans are being made to the Related Parties in connection with the acquisition of the Incentive Options;

10. (n) details of any Options issued under the Employee Incentive Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;

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• (o) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Employee Incentive Plan after Resolutions 5 to 7 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

• (p) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

As at the date of this Notice

Related Party	Shares1	Options2	Undiluted	Fully Diluted
Michael Dunbar	1,266,667	2,500,000	2.08%	5.31%
Simon Andrew	1,312,500	1,500,000	2.15%	3.96%
Justin Boylson	1,636,981	1,500,000	2.68%	4.42%

Post issue of Incentive Options to Related Parties

Related Party	Shares1	Options	Performance Rights
Michael Dunbar	1,266,667	4,000,000	1,000,0003
Simon Andrew	1,312,500	2,000,000	Nil
Justin Boylson	1,636,981	2,000,000	Nil

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX: M24).

2. Unquoted Options exercisable at $0.25 each on or before 9 October 2023.

3. On the basis that Resolution 4 of this Notice is approved. Refer to Resolution 4 for further details.

4. (q) if the Incentive Options issued to the Related Parties are exercised, a total of 2,500,000 Shares would be issued. This will increase the number of Shares on issue from 60,983,338 (being the total number of Shares on issue as at the date of this Notice) to 63,483,338 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.94%, comprising 2.36% by Michael Dunbar, 0.79% by Simon Andrew and 0.79% by Justin Boylson;

The market price for Shares during the term of the Incentive Options would normally determine whether the Incentive Options are exercised. If, at any time any of the Incentive Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Incentive Options, there may be a perceived cost to the Company.

(r) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.26	28 October 2021 and 20 January 2022

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Lowest	$0.07	17 June 2022
Last	$0.12	17 October 2022

(s) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 5 to 7.

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GLOSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 4.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Mamba Exploration Limited (ACN 644 571 826).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Employee Incentive Plan means the Company’s employee incentive plan approved by Shareholders on 25 November 2021.

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 Statement means the explanatory statement accompanying the Notice.

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

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Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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 2022.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE RIGHTS

The terms and conditions attaching to the Performance Rights are set out below:

1.	Entitlement	Each Performance Right entitles the holder to subscribe for one Share upon exercise of the Performance Right.
2.	Plan	The Performance Rights are issued under the Company's Employee Incentive Securities Plan (Plan). Defined terms in these terms and conditions have the same meaning as in the Plan. In the event of any inconsistency between the Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.
3.	Consideration	Nil consideration is payable for the grant of the Performance Right.
4.	Vesting Conditions / Milestones	The Performance Rights will vest as follows: (a) 500,000 Performance Rights: Michael Dunbar continuing to be employed as Managing Director of the Company on 25 November 2023 (the Class A Milestone); and (b) 500,000 Performance Rights: Michael Dunbar continuing to be employed as Managing Director of the Company on 25 November 2024 (the Class B Milestone). The Class A Milestone and Class B Milestone are each referred to as aMilestone. A Performance Right will vest when a vesting notice is given to the holder.
5.	Expiry Date	Each Performance Right will expire on the earlier to occur of: (a) Class A Performance Rights – 25 December 2023; (b) Class B Performance Rights - 25 December 2023; or (c) the Performance Rights lapsing and being forfeited under the Plan or these terms and conditions, (Expiry Date). A Performance Right not exercised before the Expiry Date will automatically lapse on the Expiry Date.
6.	Rights attaching to Performance Rights	Prior to a Performance Right being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Performance Right other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (refer to section 15).

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7. Restrictions on dealing with Performance Rights	7. Restrictions on dealing with Performance Rights	The Performance Rights cannot be sold, assigned, transferred, have a security interest granted over or otherwise dealt with unless in Special Circumstances under the Plan (including in the case of death or total or permanent disability of the holder) with the consent of the Board in which case the Performance Rights may be exercisable on terms determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to an Option that has been granted to them.
8. Restriction period		The Performance Rights (including any Shares issued on exercise of the Performance Rights) may be subject to ASX imposed escrow restrictions on disposal in accordance with the ASX Listing Rules.
9. Forfeiture Conditions		Performance Rights will be forfeited in the following circumstances: (a) where the holder ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group); (b) where the holder acts fraudulently or dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group; (c) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (d) on the date the holder or their Nominated Party (if applicable) becomes insolvent; or (e) on the Expiry Date.
10. Exercise		The holder may exercise their Performance Rights by lodging with the Company, on or prior to the Expiry Date: (a) in whole or in part; and (b) a written notice of exercise of Performance Rights specifying the number of Performance Rights being exercised (Exercise Notice).
11.	Timing of issue of Shares and quotation of Shares on exercise	Within five business days after the issue of a Notice of Exercise by the holder, the Company will: (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled; (c) if required, issue a substitute certificate for any remaining unexercised Performance Rights held by the holder; (d) if required and subject to paragraph 13(a), give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and (e) in the event the Company is admitted to the official list of ASX, do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the ASX Listing Rules and subject to the expiryof anyrestrictionperiod that applies to the

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==> picture [455 x 659] intentionally omitted <==

----- Start of picture text -----

Shares under the Corporations Act or the ASX Listing
Rules.
12. Restrictions on transfer Shares issued on exercise of the Performance Rights are
of Shares on exercise subject to the following restrictions:
(a) if the Company is required but is unable to give ASX a
notice that complies with section 708A(5)(e) of the
Corporations Act, Shares issued on exercise of the
Performance Rights may not be traded until 12 months
after their issue unless the Company, at its sole
discretion, elects to issue a prospectus pursuant to
section 708A(11) of the Act;
(b) all Shares issued on exercise of the Performance Rights
are subject to restrictions imposed by applicable law
on dealing in Shares by persons who possess material
information likely to affect the value of the Shares and
which is not generally available; and
(c) all Shares issued on exercise of the Performance Rights
are subject to the terms of the Company’s Securities
Trading Policy.
13. Rights attaching to All Shares issued upon exercise of the Performance Right will
Shares on exercise rank equally in all respects with the then Shares of the
Company.
14. Change of Control If a Change of Control Event (being an event which results in
any person (either alone or together with associates) owning
more than 50% of the Company’s issued capital) occurs, or the
Board determines that such an event is likely to occur, the
Board may in its discretion determine the manner in which any
or all of the holder’s Performance Rights will be dealt with,
including, without limitation, in a manner that allows the holder
to participate in and/or benefit from any transaction arising
from or in connection with the Change of Control Event.
15. Participation in Subject always to the rights under paragraphs 16 and 17,
entitlements and holders of Performance Rights will not be entitled to participate
bonus issues in new issues of capital offered to holders of Shares such as
bonus issues and entitlement issues.
16. Adjustment for bonus If Shares are issued by the Company by way of bonus issue
issue (other than an issue in lieu of dividends or by way of dividend
reinvestment), the holder of Performance Rights is entitled,
upon exercise of the Performance Rights, to receive an issue of
as many additional Shares as would have been issued to the
holder if the holder held Shares equal in number to the Shares
in respect of which the Performance Rights are exercised.
17. Reorganisation If there is a reorganisation of the issued share capital of the
Company (including any subdivision, consolidation, reduction,
return or cancellation of such issued capital of the Company),
the rights of each Participant holding Performance Rights will
be changed to the extent necessary to comply with the ASX
Listing Rules applicable to a reorganisation of capital at the
time of the reorganisation.
----- End of picture text -----

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18. Buy-Back

Subject to applicable law, the Company may at any time buyback the Performance Rights in accordance with the terms of the Plan.

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SCHEDULE 2 – TERMS AND CONDITIONS OF EMPLOYEE INCENTIVE PLAN

A summary of the material terms and conditions of the Employee Incentive Plan are detailed below. A copy of the Employee Incentive Plan can be obtained by contacting the Company.

(a) Eligible Employees

The eligible participants ( Participants ) under the Plan are Directors and Employees who are declared by the Board in its sole and absolute discretion to be eligible to receive grants of Shares, Options or Performance Rights under the Plan; or any other person who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Options or Performance Rights under the Plan. For the purposes of the Plan, "Employee" means an employee or other consultant or contractor of the Company, or any member of the Group.

In accordance with the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan and be granted Shares, Options or Performance Rights.

(b)

Limits on Entitlement

An Offer of Shares, Options or Performance Rights may only be made under the Plan if the number of Shares that may be acquired on exercise of the Options or Performance Rights when aggregated with the number of Shares issuable if each outstanding Option and Performance Rights were exercised and the number of Shares issued pursuant to the Plan or any other Group employee incentive scheme during the previous 3 years does not exceed 5% of the total number of Shares on issue at the time of the proposed issue.

The maximum allocation and allocated pool may be increased by Board resolution, provided such an increase complies with the Listing Rules.

(c)

Entitlement

The holder of an Option or Performance Right will be entitled to 1 Share per Option or Performance Right, subject to the satisfaction the vesting conditions and payment of the exercise price.

(d) Individual Limits

The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.

(e) Offer and Conditions

An Offer must be set out in an Offer Letter delivered to an Eligible Employee. The Offer Letter may specify (as determined by the Board):

• (a) the number of Shares, Options or Performance Rights;

• (b) the conditions on the Offer (Offer Conditions);

• (c) the grant date;

• (d) the fee payable by the Eligible Employee on the grant of Options or Performance Rights (if any);

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• (e) the performance criteria (if any);

• (f) the vesting conditions (if any);

• (g) the exercise price (if any);

• (h) the exercise period (if applicable);

• (i) the period in which the performance criteria must be satisfied (if applicable); and

• (j) the expiry date and term (if applicable).

(f)

Consideration Payable

Shares, Options and Performance Rights will be issued for nil consideration.

(g)

Cashless Exercise

Under the Plan, a Participant may elect to pay the exercise price for each Option by setting off the total exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the exercise price has been set off.

(h)

Lapse of Options and Performance Rights

Subject to the Board's discretion, Options and Performance Rights shall automatically be cancelled for no consideration where:

• (a) the Participant ceases to hold employment or office with the Company or Group member (except where the Participant is a Good Leaver);

• (b) the Participant is determined to have engaged in Fraudulent or Dishonest Conduct (described below);

• (c) the applicable performance criteria and/or vesting conditions are not achieved by the relevant time;

• (d) the Board determines, in its reasonable opinion, that the applicable performance criteria and/or vesting conditions have not been met or cannot be met within the relevant time;

• (e) the expiry date has passed;

• (f) the Board determines that the Participant has brought the Group into disrepute or acted contrary to the interest of the Company or Group;

• (g) the Participant has elected to surrender the Performance Rights or Options; and

• (h) the Offer Letter provides for the cancellation of the Performance Rights or Options in any other circumstances.

(i) Good Leaver

A Good Leaver is a Participant who ceases employment or office with the Company or a Group Member and is determined by the Board to be a Good

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Leaver. Where a Participant who holds Employee Incentives becomes a Good Leaver:

• (a) all vested Options which have not been exercised will continue in force and remain exercisable for 90 days after the date the Participant becomes a Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Employee Incentives will lapse; and

• (b) the Board may in its discretion permit unvested Employee Incentives held by the Good Leaver to vest, amend the vesting criteria applicable to the Employee Incentives, including Performance Criteria and/or Vesting Conditions or determine that the unvested Employee Incentives lapse.

(j) Bad Leaver

Where a Participant who holds Employee Incentives becomes a Bad Leaver all vested and unvested Employee Incentives will lapse. Where a Participant who holds Employee Incentives becomes a Bad Leaver the Board may determine to exercise the right to buy back any Shares issued upon exercise of an Option or conversion of a Performance Rights.

A Bad Leaver is a Participant who, unless the Board determines otherwise, ceases employment or office with the Company or a Group member for any circumstances which amount to Fraudulent or Dishonest Conduct (described below).

(k) Fraudulent or Dishonest Conduct

Where, in the opinion of the Board, a Participant or former Participant (which may include a Good Leaver) has engaged in Fraudulent or Dishonest Conduct the Board may deem all Employee Incentives held by the Participant or former Participant to be automatically forfeited. Fraudulent or Dishonest Conduct means a Participant or former Participant:

• (a) acts fraudulently or dishonestly;

• (b) wilfully breaches his or her duties to the Company or any member of the Group;

• (c) has, by any act or omission, in the opinion of the Board (determined in its absolute discretion):

• (i) brought the Company, the Group, its business or reputation into disrepute; or

• (ii) is contrary to the interest of the Company or the Group;

• (d) commits any material breach of the provisions of any employment contract entered into by the Participant with any member of the Group;

• (e) commits any material breach of any of the policies of the Group or procedures or any laws, rules or regulations applicable to the Company or Group;

• (f) is subject to allegations, has been accused of, charged with or convicted of fraudulent or dishonest conduct in the performance of the Participant's (or former Participant's) duties, which in the reasonable opinion of the

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relevant directors of the Group effects the Participant's suitability for employment with that member of the Group, or brings the Participant or the relevant member of the Group into disrepute or is contrary to the interests of the Company or the Group;

• (g) is subject to allegations, has been accused of, charged with or convicted of any criminal offence which involves fraud or dishonesty or any other criminal offence which Board determines (in its absolute discretion) is of a serious nature;

• (h) has committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;

• (i) has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation;

• (j) has committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice;

• (k) has wilfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the Group;

• (l) has engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or former Participant obtaining a personal benefit;

• (m) accepts a position to work with a competitor of the Company or Group; (n) acts in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or

• (o) commits any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest by the Participant or former Participant.

(l) Change of Control

All granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest (regardless of whether any Performance Criteria or Vesting Conditions have been satisfied) and a Participant may exercise any or all of their Options (regardless of whether the Vesting Conditions have been satisfied) provided that no Options will be capable of exercise later than the Expiry Date, if any of the following change of control events occur:

• (a) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

• (b) a takeover bid:

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M24 - NOM AGM (18 10 22)(3072426.3)

• (i) is announced;

• (ii) has become unconditional; and

• (iii) the person making the takeover bid has a relevant interest in 50% or more of the issued Shares;

• (c) any person acquires a relevant interest in 50.1% or more of the issued Shares by any other means; or

• (d) the Company announces that a sale or transfer (in one transaction or a series of transactions) of the whole (or substantially the whole) of the undertaking and business of the Company has been completed.

(m)

Holding Lock

The Board may at any time request that the Company's share registry to impose a holding lock on any Employee Incentives issued pursuant to the Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant (or a Former Participant) has or may breach these Rules.

(n)

Dividends

A Participant who holds Options or Performance Rights is not entitled to the payment of any dividend declared by the Company.

(o)

Reorganisation of Capital

If there is any reorganisation of the issued share capital of the Company:

• (a) the terms of the Performance Rights and the rights of the Participant who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation; and

• (b) the number of Options held by a Participant under the Plan may, in the sole and absolute discretion of the Board, be determined to be such number as is appropriate and so that the Participant does not suffer any material detriment following any variation in the share capital of the Company arising from:

• (i) a reduction, subdivision or consolidation of share capital;

• (ii) a reorganisation of share capital;

• (iii) a distribution of assets in specie;

• (iv) the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in excess of the Company's normal distribution policy; or

• (v) any issue of ordinary shares or other equity securities or instruments which convert into ordinary shares by way of capitalisation of profits or reserves.

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M24 - NOM AGM (18 10 22)(3072426.3)

(p) Participation in New Issues

A Participant who holds Options or Performance Rights is not entitled to participate in new issues without first exercising the Option or Performance Right.

(q) Contravention of Rules

The Board may at any time, in its sole and absolute discretion, take any action it deems reasonably necessary in relation to any Employee Incentives if it determines or reasonably believes a Participant has breached the Plan or the terms of issue of any Employee Incentives, including but not limited to, signing transfer forms in relation to Employee Incentives, placing a holding lock on Employee Incentives, signing any and all documents and doing all acts necessary to effect a Buy-Back, accounting for the proceeds of the sale of forfeited Employee Incentives, refusing to transfer any Employee Incentives and/or refusing to issue any Shares.

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M24 - NOM AGM (18 10 22)(3072426.3)

SCHEDULE 3 – TERMS AND CONDITIONS OF INCENTIVE OPTIONS

The terms and conditions attaching to the Options are set out below:

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1. Entitlement Each Option entitles the holder to subscribe for one Share upon
exercise of the Option.
2. Plan The Options are granted under the Company's Employee
Incentive Securities Plan ( Plan ).
In the event of any inconsistency between the Plan and these
terms and conditions, these terms and conditions will apply to
the extent of the inconsistency.
3. Consideration No consideration is payable for the grant of the Option.
4. Exercise Price The amount payable upon exercise of each Option will be
$0.25 ( Exercise Price ).
5. Expiry Date Each Option will expire on the earlier to occur of:
(a) 5:00 pm (WST) on 25 November 2025; or
(b) the Options lapsing and being forfeited under the Plan
or these terms and conditions,
( Expiry Date ).
An Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
6. Rights attaching to Prior to an Option being exercised, the holder:
Options
(a) does not have any interest (legal, equitable or
otherwise) in any Share the subject of the Option other
than as expressly set out in the Plan;
(b) is not entitled to receive notice of, vote at or attend a
meeting of the shareholders of the Company;
(c) is not entitled to receive any dividends declared by the
Company; and
(d) is not entitled to participate in any new issue of Shares
(refer to section 15).
7. Restrictions on dealing The Options cannot be sold, assigned, transferred, have a
with Options security interest granted over or otherwise dealt with unless in
Special Circumstances under the Plan (including in the case of
death or total or permanent disability of the holder) with the
consent of the Board in which case the Options may be
exercisable on terms determined by the Board .
A holder must not enter into any arrangement for the purpose
of hedging their economic exposure to an Option that has
been granted to them.
8. Restriction period The Options (including any Shares issued on exercise of the
Options) may be subject to ASX imposed escrow restrictions on
disposal in accordance with the ASX Listing Rules.
9. Forfeiture Conditions Options will be forfeited in the following circumstances:
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M24 - NOM AGM (18 10 22)(3072426.3)

		(e) where the holder ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group); (f) where the holder acts fraudulently or dishonestly, negligently, in contravention of any Group policy or wilfully breaches their duties to the Group; (g) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (h) on the date the holder or their Nominated Party (if applicable) becomes insolvent; or (i) on the Expiry Date.
10. Exercise		The holder may exercise their Options by lodging with the Company, on or prior to the Expiry Date: (f) in whole or in part; (d) a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice); and (e) payment by electronic funds transfer for the Exercise Price for the number of Options being exercised. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds; or (f) if at the time of exercise, the holder of the Options elects to not be required to provide payment of the Exercise Price for the number of Options specified in the Exercise Notice, subject to approval by the Board at their sole and absolute discretion, the Company will transfer or allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise (being, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding the date of exercise) and the Exercise Price (with the number of Shares rounded down to the nearest whole Share).
11.	Timing of issue of Shares and quotation of Shares on exercise	Within five business days after the issue of a Notice of Exercise by the holder, the Company will: (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled; (b) if required, issue a substitute certificate for any remaining unexercised Options held by the holder; (c) if required and subject to paragraph 13(a), give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and (d) in the event the Company is admitted to the official list of ASX, do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the ASX Listing Rules and subject to the expiryof anyrestrictionperiod that applies to the

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M24 - NOM AGM (18 10 22)(3072426.3)

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Shares under the Corporations Act or the ASX Listing
Rules.
12. Restrictions on transfer Shares issued on exercise of the Options are subject to the
of Shares on exercise following restrictions:
(a) if the Company is required but is unable to give ASX a
notice that complies with section 708A(5)(e) of the
Corporations Act, Shares issued on exercise of the
Options may not be traded until 12 months after their
issue unless the Company, at its sole discretion, elects
to issue a prospectus pursuant to section 708A(11) of
the Act;
(g) all Shares issued on exercise of the Options are subject
to restrictions imposed by applicable law on dealing in
Shares by persons who possess material information
likely to affect the value of the Shares and which is not
generally available; and
(h) all Shares issued on exercise of the Options are subject
to the terms of the Company’s Securities Trading Policy.
13. Rights attaching to All Shares issued upon exercise of the Option will rank equally
Shares on exercise in all respects with the then Shares of the Company.
14. Change of Control If a Change of Control Event occurs, or the Board determines
that such an event is likely to occur, the Board may in its
discretion determine the manner in which any or all of the
holder’s Options will be dealt with, including, without limitation,
in a manner that allows the holder to participate in and/or
benefit from any transaction arising from or in connection with
the Change of Control Event.
15. Participation in Subject always to the rights under paragraphs 16 and 17,
entitlements and holders of Options will not be entitled to participate in new
bonus issues issues of capital offered to holders of Shares such as bonus
issues and entitlement issues.
16. Adjustment for bonus If Shares are issued by the Company by way of bonus issue
issue (other than an issue in lieu of dividends or by way of dividend
reinvestment), the holder of Options is entitled, upon exercise
of the Options, to receive an issue of as many additional Shares
as would have been issued to the holder if the holder held
Shares equal in number to the Shares in respect of which the
Options are exercised.
17. Reorganisation If there is a reorganisation of the issued share capital of the
Company (including any subdivision, consolidation, reduction,
return or cancellation of such issued capital of the Company),
the rights of each Participant holding Options will be changed
to the extent necessary to comply with the ASX Listing Rules
applicable to a reorganisation of capital at the time of the
reorganisation.
18. Change to exercise An Option does not confer the right to a change in Exercise
price Price or a change in the number of underlying securities over
which the Option can be exercised.
19. Buy-Back Subject to applicable law, the Company may at any time buy-
back the Options in accordance with the terms of the Plan.
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M24 - NOM AGM (18 10 22)(3072426.3)

SCHEDULE 4 – VALUATION OF INCENTIVE OPTIONS

The Incentive Options to be issued to the Related Parties pursuant to Resolutions 5 to 7 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Incentive Options were ascribed the following value:

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Assumptions:
Valuation date 17 October 2022
Market price of Shares 12 cents
Exercise price 25 cents
Expiry date (length of time from issue) 3 Years (25 November 2025)
Risk free interest rate 2.60%
Volatility (discount) 100%
Indicative value per Incentive Option 5.8 cents
Total Value of Incentive Options $145,000
- Michael Dunbar (Resolution 5) $87,000
- Simon Andrew (Resolution 6) $29,000
- Justin Boylson (Resolution 7) $29,000
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Note: The valuation noted above is not necessarily the market price that the Incentive Options could be traded at and is not automatically the market price for taxation purposes.

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