MARMOTA LIMITED — AGM Information 2020

Oct 18, 2020

==> picture [203 x 51] intentionally omitted <==

Marmota Ltd ABN 38 119 270 816

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

ASX Code : MEU

19 October 2020

Dear Shareholder

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2020 Annual General Meeting (AGM) of Marmota Limited.

The meeting will be held at 3:00pm (Adelaide time) on Wednesday 25 November 2020 at:

BDO

Level 7, 420 King William Street Adelaide, South Australia 5000

Registration will be open from 2:30pm.

Notice of Meeting

In accordance with section 5(f) of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 , the Company will not be dispatching physical copies of the Notice of Meeting. Instead, the Marmota Notice of AGM is available to view at the ASX Markets Announcements page (ASX: MEU), or at the company’s website at:

www.marmota.com.au/investors/asx-announcements.html

Shareholders are encouraged to vote:

• a) preferably online at the company’s Share Registry: www.linkmarketservices.com.au or

b) by returning the mailed Proxy Form in the envelope provided or

• c) by faxing the Proxy Form to the share registry on +61 (0)2 9287 0309

• … so that it is received by 3:00pm (Adelaide time) on Monday, 23 November 2020, in order to be valid.

We look forward to seeing shareholders who wish to attend at the meeting: please note that the meeting will follow appropriate social distancing guidelines. For shareholders who are unable or prefer not to attend, the Chairman’s speech and other presentations will be uploaded to the ASX platform immediately prior to the Meeting, and then also be available on the Company’s web site.

Yours faithfully

==> picture [73 x 63] intentionally omitted <==

Dr Colin Rose Executive Chairman Marmota Limited (ASX:MEU)

Marmota Limited Unit 6, 79-81 Brighton Rd, Glenelg SA 5045 T: (08) 8294-0899 ABN: 38 119 270 816

==> picture [194 x 48] intentionally omitted <==

Notice of Annual General Meeting 2020

The Annual General Meeting ( Meeting ) of Marmota Limited ( Company ) will be held at:

VENUE: BDO Level 7 420 King William Street Adelaide, South Australia 5000 Time: Wednesday 25 November 2020 at 3.00pm (Adelaide time)

ORDINARY BUSINESS

Financial Report

To receive and consider the financial report and reports of the Directors and Auditor for the year ended 30 June 2020.

The Annual Financial Report is available at the website of the Company (www.marmota.com.au), under: Investors ! Corporate Reports ! Annual Reports

Resolution 1 Adoption of Remuneration Report

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

• “ That the Remuneration Report for the financial year ended 30 June 2020 be adopted. ”

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

• Note: Key management personnel whose remuneration details are contained in the remuneration report (and their closely related parties) are restricted from voting on this resolution under section 250R(4) of the Corporations Act.

Resolution 2 Re-election of Dr Kevin Wills as a Director

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

• “ That Dr Kevin Wills, being a Director of the Company who retires in accordance with the requirements of the Company’s constitution and ASX Listing Rule 14.4, and being eligible, is re-elected as a Director of the Company. ”

1

OTHER BUSINESS

Resolution 3 Ratification of issue of shares and options on 22 July 2020

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

• “ That approval be given for the purpose of ASX Listing Rule 7.5 and for all other purposes, for the issue on 22 July 2020 of 122,641,510 fully paid ordinary shares at an issue price of $0.053 per Share and the issue of 61,320,755 free attaching options (exercisable at a price of $0.10 on or before 22 July 2022) to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum. ”

Resolution 4 Approval of Issue of Options to Directors

To consider and, if thought fit, to pass as ordinary resolutions :

• “ That approval be given for the purpose of ASX Listing Rule 10.14 and for all other purposes, to an issue of:

Resolution 4A : 2,000,000 options to Executive Director – Exploration , Dr Kevin Wills

Resolution 4B : 2,000,000 options to Executive Director – Production , Mr Shane Barker

…. under the Director and Employee Share Option Plan, each option with an exercise price of $0.10 on the terms and conditions set out in the Explanatory Memorandum. ”

Resolution 5

Appointment of Auditor

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

• “ That, for the purposes of the Corporations Act 2001 (Cth) and for all other purposes, BDO Audit (SA), having being duly nominated and having consented in writing to act, be appointed as auditor of the Company effective from the conclusion of the Meeting, as set out in the Explanatory Memorandum. ”

2

SPECIAL BUSINESS

Resolution 6 Approval of 10% placement capacity

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

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

• Note: Approval of this additional capacity provides the company with flexibility, including the flexibility to pursue market opportunities as they arise. It does not mean that the additional capacity will necessarily be used. For more detail, see notes on Resolution 6 in the Explanatory Memorandum.

To transact any further business that may be lawfully brought forward

Further information regarding the business to be transacted at the Meeting is set out in the Explanatory Memorandum accompanying the Notice convening this Meeting. This Notice should be read in conjunction with the accompanying Explanatory Memorandum which forms part of this Notice.

By order of the Board

==> picture [133 x 42] intentionally omitted <==

Lisa Askham-Levy Company Secretary

Date: 16 October 2020

3

VOTING INFORMATION AND NOTES

A. Voting entitlement on a poll

On a poll, each Shareholder present (in person, by proxy, attorney or representative) has one vote for each fully paid Share they hold.

B.

Proxies

A Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on the Shareholder’s behalf. If the Shareholder is entitled to cast two or more votes at the meeting, the Shareholder may appoint up to two proxies to attend and vote on the Shareholder’s behalf.

If a Shareholder appoints two proxies, each proxy must be appointed to represent a specified proportion or number of the Shareholder’s votes. Absent this specification, on a poll, each proxy may exercise half the votes.

A proxy can be either an individual or a body corporate and need not be a Shareholder of the Company. If a Shareholder appoints a body corporate as proxy, the body corporate will need to appoint an individual as its corporate representative and provide satisfactory evidence of this appointment.

If a Shareholder’s instruction is to abstain from voting for a particular item of business, the Shareholders’ votes will not be counted in computing the required majority on a poll.

To appoint a proxy, a proxy form must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing. If the Shareholder is a corporation, the proxy form must be signed in accordance with section 127 of the Corporations Act. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the commencement of the meeting. Proxy form and authorities may be lodged:

• by post to:

Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235; or

• by facsimile to Link Market Services on: (within Australia) (02) 9287 0309

(outside Australia) +61 2 9287 0309; or

• by hand to: Link Market Services at 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000; or

• online at www.linkmarketservices.com.au

Shareholders who forward their proxy forms by fax must make available the original executed form of the proxy for production at the meeting, if called upon to do so.

Chairman acting as proxy

Shareholders may appoint the Chairman as their proxy.

Where the Chairman is appointed as a proxy by a Shareholder entitled to cast a vote on a particular Resolution and the proxy form specifies how the Chairman is to vote on the Resolution (that is, a directed proxy), the Chairman must vote in accordance with that direction.

In respect of proxies where no voting direction has been given (undirected proxies), the Chairman intends to vote all available proxies in favour of each Resolution.

In relation to Resolution 1, if the Shareholder has appointed the Chairman as their proxy and no voting direction has been given, the Shareholder will be expressly authorising the Chairman to exercise the undirected proxy in respect of Resolution 1 even though the resolution is connected with the remuneration of members of the KMP of the Company. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

4

C. Voting Exclusion Statement

In accordance with the Corporations Act and the ASX Listing Rules, the Company will disregard votes cast as per the following table:

Resolution	Persons Excluded From Voting
1. Remuneration Report	•a member of the Key Management Personnel of the Company whose remuneration details are contained in the remuneration report (KMP); and •any Closely Related Party of such a member.
3. Ratification of previous issue of shares	•any person who participated in the issue of such Shares; •any of their associates.
4. Approval of Options to Directors	•Resolution 4A: Dr K Wills and any of his associates; •Resolution 4B: Mr S Barker and any of his associates.
6. 10% placement capacity	•any person who may participate in any issue of Shares under this resolution; •any person who might obtain a material benefit, except a benefit solely in the capacity as the holder of Shares, if the resolution is passed; and •any associate of any such persons.

However, the Company need not disregard a vote in relation to any resolution if:

• it is cast by a person referred to above who is otherwise excluded from voting on that resolution as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will also apply the above voting restrictions in relation to persons appointed to vote on behalf of a shareholder under a power of attorney.

D. Entitlement to vote at the meeting

For the purpose of the meeting, Shares in the Company will be taken to be held by those persons who are registered holders at 7.00 pm (Sydney time) on Tuesday, 24 November 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

E. Quorum

The Constitution of the Company provides that 4 Shareholders present in person, by proxy, attorney or body corporate representative shall be a quorum for a general meeting of the Company.

F. Appointing a corporate representative

Corporate representatives are requested to bring appropriate evidence of appointments as a representative. Proof of identity will be required for corporate representatives.

G. Appointment of an attorney

Attorneys are requested to bring a power of attorney pursuant to which they are appointed. Proof of identity will also be required for attorneys.

5

EXPLANATORY MEMORANDUM ACCOMPANYING THE NOTICE OF AGM TO BE HELD ON 25 NOVEMBER 2020

Financial Report

The Financial Report and the reports of the Directors and Auditor will be laid before the meeting in accordance with section 317 of the Corporations Act.

Shareholders will be given an opportunity to ask questions or make comments about the management of the Company and may also ask a representative of the Company’s Auditor questions relevant to the conduct of the audit and the accounting policies adopted by the Company.

1. Adoption of Remuneration Report

The Company has included in the 2020 Annual Report a detailed Remuneration Report which provides prescribed information relating to remuneration. As required by the Corporations Act, the Remuneration Report is submitted for adoption by a non-binding vote.

The Remuneration Report is set out in the 2020 Annual Report and is available from the Company’s website: www.marmota.com.au

A reasonable opportunity for discussion of the Remuneration Report will be provided at the meeting.

Shareholders appointing a proxy for this Resolution should note the following:

• (a) If you appoint a member of the Key Management Personnel as your proxy (other than the Chairman) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy you must direct the proxy how they are to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• (b) If you appoint the Chairman as your proxy (where he is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member) you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chairman how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chairman to exercise his discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

• (c) If you appoint any other person as your proxy you do not need to direct your proxy how to vote, and you do not need to tick any further acknowledgement on the proxy form.

RECOMMENDATION:

The Board recommends shareholders vote in favour of adopting the Remuneration Report.

6

2. Re-election of Dr Kevin Wills as a Director

Dr Wills retires in accordance with the requirements of the Company’s Constitution and ASX Listing Rule 14.4, and, being eligible, has offered himself for re-election as a Director.

Dr Kevin Wills BSc PhD, ARMS, FAusIMMHons

Dr Wills is a geologist with significant experience in multi-commodity mineral exploration including feasibility studies, mine operations and corporate activities in Australasia. He has been closely involved in the discovery and evaluation of economic mineral deposits of: diamonds (Argyle, WA), base metals (Thalanga & Waterloo QLD), gold (Murchison WA and Challenger SA), mineral sands (Burekup, WA) and iron ore (Blacksmith WA). Dr Wills was Managing Director of Flinders Mines Limited for over ten years. He is an Associate of the Royal School of Mines, past Chairman of the Adelaide Branch and a Fellow of the Australian Institute of Mining and Metallurgy. Between 2010 and 2015, he was an Adjunct Associate Professor at the University of Adelaide engaging in teaching economic geology and mineral exploration. He founded the SA Exploration and Mining Conference in 2004 and has since been Chairman of the organising committee. In 2016, he was awarded the GSA’s Joe Harms Medal for excellence in mineral exploration, and in 2017, the AusIMM’s Institute Service Award.

RECOMMENDATION: The Board (other than the director who is the subject of this resolution) recommends that shareholders vote in favour of Dr Wills’ re-election.

3. Ratification of issue of shares and options on 22 July 2020

Resolution 3 seeks ratification of the allotment and issue by the Company of 122,641,510 Shares at an issue price of $0.053 per Share and the issue of 61,320,755 free attaching options on the basis of one option for every two shares issued to sophisticated and professional investors. These Shares were issued within the Company’s existing capacity under ASX Listing Rule 7.1 and 7.1A. Refer to the Company’s Appendix 3B lodged with the ASX on 15 July 2020.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

While the outcome of Resolution 3 will have no effect on the issue of the Shares in question, Shareholder approval will restore the Company’s ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 122,641,510 Shares and 61,320,755 options.

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 the Placement:

• (a) The number of securities: 122,641,510 fully paid ordinary shares and 61,320,755 free attaching options;

• (b) The price at which the securities were issued: $0.053 per share with one free attaching option for every two shares issued (exercisable at a price of $0.10 on or before 22 July 2022);

• (c) The terms of the securities: The Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The options expire on 22 July 2022;

• (d) The Placement Shares were allotted and issued to sophisticated and institutional investors including some existing shareholders, none of whom were related parties of the Company;

• (e) The use of the funds raised: exploration activities (including extensional drilling at Aurora

7

Tank, reconnaissance drilling at Aurora Tank), accelerate development of the Company’s Aurora Tank gold discovery, potential acquisition of neighbouring tenements, and working capital requirements; and

(f) Voting exclusion statement: A voting exclusion statement forms part of this notice

RECOMMENDATION: The Board recommends that eligible shareholders vote in favour of the ratification of the previous issues of shares and options.

4. Approval of Issue of options to Directors

4.1 Background

Shareholder approval has been sought under Resolution 4A and 4B to potential future issues of securities to employees, certain contractors and directors of the Company, under the terms of a Director and Employee Share Option Plan ( DESOP ) as an exception to Listing Rule 7.1.

Shareholder approval is now sought for the proposed issue of 2,000,000 Options to Dr K Wills (or his nominee) and 2,000,000 Options to Mr S Barker (or his nominee). Approval for the issue of the DESOP Options is sought in accordance with Listing Rule 10.14 by virtue of the fact that Dr K Wills and Mr S Barker are Directors of the Company.

4.2 Listing Rules

Listing Rule 10.14 provides that an entity must not permit a director of that entity to acquire securities under an employee share plan such as the DESOP without shareholder approval.

4.3 Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a ‘financial benefit’ to a ‘related party’ unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of a financial benefit to the related party.

In the current circumstances, the issue of the DESOP Options to Dr K Wills (or his nominee) and Mr S Barker (or his nominee) would constitute a ‘financial benefit’ as defined in the Corporations Act. A related party of a listed company includes a director of the listed company, a spouse or a defacto spouse of a director or any other person specified under section 228 of the Corporations Act to be a related party. Accordingly, the proposed issue of the DESOP Options to Dr K Wills and Mr S Barker will constitute the provision of a financial benefit to a related party of the Company.

Section 211 of the Corporations Act provides an exception to the provisions of Chapter 2E of the Corporations Act where the financial benefit is given to a related party as an officer of the Company and to give remuneration would be reasonable given the circumstances of the Company and the related party’s circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue of DESOP Options, the subject of this Resolution 4, is reasonable remuneration:

• (a) for a company of the size and nature of the Company; and (b) which, given that the Company has other preferred use for its available cash, is an appropriate alternative for providing incentives to the Directors,

and for those and other reasons, as such, falls within the exception set out in section 211 of the Corporations Act.

8

4.4 Additional Information

Dr K Wills’ remuneration (inclusive of superannuation) is $55,919 per annum, or as may vary with additional time allocation.

Mr S Barker’s remuneration (inclusive of superannuation) is $11,734 per annum, or as may vary with additional time allocation.

Under the DESOP, Dr K Wills will be provided with 2,000,000 DESOP Options and Mr S Barker will be provided with 2,000,000 DESOP Options.

For the purposes of Listing Rule 10.15 and for the benefit of Shareholders in considering this Resolution, the Company advises as follows:

• (a) Options will be offered to Dr K Wills (or his nominee) and Mr S Barker (or his nominee);

• (b) the maximum number of DESOP Options that will be issued to Dr K Wills (or his nominee) is 2,000,000 and the maximum number of DESOP Options that will be issued to Mr S Barker (or his nominee) is 2,000,000;

• (c) the Company has not issued any DESOP Options to persons listed in ASX Listing Rule 10.14 since the 2016 AGM;

• (d) Dr K Wills, Mr S Barker and Dr C Rose are the only persons referred to in Listing Rule 10.14 who are entitled to participate in the DESOP.

• (e) details of any options issued under the DESOP will be published in the Annual Report in respect of the period in which DESOP Options are issued;

• (f) a voting exclusion statement is set out in relation to Resolution 4 in the Notice of Meeting;

• (g) there are no loans in relation to the DESOP Options;

• (h) the DESOP Options are intended to be issued to the Participating Directors within one (1) month from the date of the Meeting, but in any event will be issued by no later than twelve (12) months from the date of the Meeting;

• (i) the DESOP Options will be issued in accordance with the terms of the DESOP and in particular will have the following terms:

• each Option will be issued free;

• have an exercise price of $0.10 (being 2 times the closing price of the Shares on 9 October 2020);

• have an expiry date of 3 years from the date of issue of the Options; and

• If the director ceases to be engaged by the Company, all options which have not been exercised will lapse the earlier of the expiry date of the Options or 6 months after the date of such cessation of engagement, whichever is the earlier; and

• (j) no funds are being raised by the grant of the DESOP Options and the Company has not previously obtained approval under Listing Rule 10.14 for the issue of securities under the DESOP for the period from the 2016 AGM to the date of this Notice of Meeting.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolution 4A and 4B.

RECOMMENDATION: The Board (other than the directors who are the subject of this resolution) recommends that shareholders vote in favour of approving the issue of options to Dr K Wills and Mr S Barker.

9

5. Appointment of Auditor

Following a competitive tender of external audit services, the Board selected BDO Audit (SA) as the proposed new auditor of the Company.

Grant Thonton, the Company’s auditor since 2007, has advised the Company that it has applied to the Australian Securities and Investments Commission (ASIC) for consent to resign as auditor of the Company with effect from the close of the Meeting.

The Corporations Act requires the Company to obtain the approval of Shareholders for the appointment of BDO Audit (SA) as auditor of the Company.

In accordance with section 328B of the Corporations Act, a shareholder of the Company has nominated BDO Audit (SA) for appointment as auditor of the Company. A copy of the nomination is a reproduced below. BDO Audit (SA) has consented to the appointment and, as at the date of the Notice, has not withdrawn its consent.

Subject to the consent of ASIC being received and the approval of Shareholders being obtained, the appointment of BDO Audit (SA) as auditor of the Company will become effective from the date of the Meeting.

RECOMMENDATION: The Board recommends shareholders vote in favour of approving the appointment of BDO Audit (SA) as Auditor.

6. Approval of 10% placement capacity

6.1 Background

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities (as that term is defined in the ASX Listing Rules) up to 10% of their issued capital through placements over a twelve month period after the Annual General Meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

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

The effect of this resolution will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period separate to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

As at the date of this Notice of Meeting, the Company has the capacity to issue 15,385,780 shares under ASX Listing Rule 7.1.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1.A.2 (refer to Section 5.2 (c) below). The Company may use funds raised from any 10% Placement Facility for funding specific projects and/or general working capital. It may also use the 10% Placement Facility for non cash

10

consideration purposes such as joint venture or project acquisitions (although the Company presently has no intention to do so).

The Directors of the Company believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this resolution.

6.2 ASX Listing Rule 7.1.A

(a) Shareholder approval

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

(b) Equity Securities

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

The Company, as at the date of the Notice, has one class of Equity Securities being Shares.

• (c) Formula for calculating 10% Placement Facility

• ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

• (i) plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the 12 months;

• (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4;

• (iv) less the number of fully paid shares cancelled in the 12 months.

Note: A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.

• (d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A

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

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 5.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 Trading Days (as defined in the ASX Listing Rules) immediately before:

11

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

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (f) 10% Placement Period Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

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

• (ii) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• ( the 10% Placement Period )

6.3 Specific Information required by ASX Listing Rule 7.3A

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

• (a) Minimum Price

• Any Equity Securities issued will be issued at an issue price of not less than 75% of the volume weighted average price for the Company’s Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) Risk of Voting Dilution

• If Resolution 6 is approved by the Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company would be diluted as shown in the below table (in the case of unlisted options, only if the unlisted options are exercised). There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of this Notice of Meeting.

The table also shows:

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

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

12

Variable “A” in ASX Listing Rule 7.1A.2			Dilution
	Issue Price **(per Share) **	50% decrease in Deemed Price: 2.5 cents	Deemed Price: 5.0 cents	100% Increase in Deemed Price: 10.0 cents
Current Variable A 968,033,690 Shares	10% Voting Dilution	96,803,369 shares	96,803,369 shares	96,803,369 shares
	Funds Raised	$2,420,084	$4,840,168	$9,680,337
50% increase in current Variable A 1,452,050,535 shares	10% Voting Dilution	145,205,054 shares	145,205,054 shares	145,205,054 shares
	Funds Raised	$3,630,126	$7,260,527	$14,205,054
100% increase in current Variable A 1,936,067,380 Shares	10% Voting Dilution	193,606,738 shares	193,606,738 shares	193,606,738 shares
	Funds Raised	$4,840,168	$9,680,337	$19,360,674

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum securities available under the ASX Listing Rule 7.1A being 10% of the Company’s shares on issue at the date of the Meeting;

• (ii) No unlisted options are exercised into fully paid ordinary securities before the date of the issue of securities under ASX Listing Rule 7.1A. The Company has 75,820,755 unlisted options on issue at the date of this Notice of Meeting;

• (iii) The table does not demonstrate an example of dilution that may be caused to a particular shareholder by reason of placements under ASX Listing Rule 7.1A, based on that shareholder’s holding at the date of the Meeting;

• (iv) The table only demonstrates the effect of issues of securities under ASX Listing Rule 7.1A. It does not consider placements made under ASX Listing Rule 7.1, the “15% rule”;

• (v) The price of ordinary securities is deemed for the purposes of the table above to be $0.05 cents, being the closing price of the Company’s listed securities on ASX on 9 October 2020 ( Deemed Price ). The Deemed Price is indicative only and does not consider the 25% discount to market that the securities may be placed at;

• (vi) The table does not demonstrate the effect of listed options being issued under ASX Listing Rule 7.1A. It only considers the issue of the fully paid ordinary securities; and

• (vii) The table does not take into account resolutions to be put before this Meeting.

• (c) Date of Issue

The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities or ASX Listing Rule 11.2 (disposal of main undertaking).

• (d) Purpose of the Issue under the 10% Placement Capacity The Company may seek to issue the Equity Securities for the following purposes:

13

• (i) non-cash consideration including for joint venture, licensing or collaboration agreements or the acquisition of new projects (although the Company presently has no proposal to do so). In such circumstances, the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards advancing exploration of the Company’s prospects, which includes the Company’s Gawler Craton Gold Project and/or its Yorke Peninsula Copper Project in South Australia and/or its Uranium Project in South Australia and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Allocation Policy

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

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

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

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

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

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

Further, if the Company were to pursue an acquisition and were it to be successful in acquiring new resources assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(f) Previous Approval

The Company obtained Shareholder approval under ASX Listing Rule 7.1A at the 2019 AGM.

Number of ordinary shares	Number of ordinary shares
Shares on issue at 9 October 2019	735,696,452
Shares issued in the prior 12 months	232,337,238
Shares on issue at 9 October 2020	968,033,690
Shares issued as a percentage of shares on issue at 9 October 2019	31.58 %

14

The Shares issues in the prior 12 months total 232,337,238 fully paid ordinary shares, are set out below:

Detail of Issues:	(a) 108,695,728 shares – 9 December 2019 (b) 1,000,000 shares – 2 March 2020 (c) 122,641,510 shares – 22 July 2020
Summary of terms:	(a) Placement to shareholders as part of a Share Purchase Plan (SPP) (b) Conversion of options (c) Placement to sophisticated and professional investors In all cases,shares rank_parripassu_with all other shares on issue.
Names of persons who received securities or basis on which those persons was determined:	(a) Shareholders as part of a Share Purchase Plan (b) Mr Peter Thompson (c) Sophisticated or professional investors as part of placement
Price at which equity securities were issued:	(a) $0.023 (b) $0.030 (c) $0.053
Discount of issue price to closing market price on the date of issue (if any):	(a) No discount to market close on 9 December 2019 (b) 6.25% discount to market close on 2 March 2020 (c) 8.16% premium to market close on 22 July 2020
Total cash consideration received:	(a) $2,500,000 cash (b) $ 30,000 cash (c) $6,500,000 cash
Amount of cash consideration spent:	Approximately $1,492,000. Cash when raised is held in a common bank account and is not tracked separately
Use of cash consideration:	For exploration of the Company’s prospects (including extensional drilling at Aurora Tank, reconnaissance drilling at Aurora Tank, geochemical and biogeochemical surface sampling programs), and for general working capital
Intended use for remaining amount of cash (if any):	For exploration of the Company’s prospects, and in particular to advance the Company’s gold discovery at Aurora Tank and the Company’s gold prospects in the Gawler Craton around Challenger, and for general working capital

(g) Voting Exclusion Statement – ASX Listing Rule 7.3A7

• A voting exclusion statement is included in this Notice.

RECOMMENDATION: The Board recommends shareholders vote in favour of approving the 10% placement capacity.

The Chairman of the Meeting intends to vote undirected proxies:

FOR each of the Resolutions 1 to 6

15

GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings:

ASIC means the Australian Securities and Investments Commission;

ASX means ASX Limited;

Chairman means the chairman of the Meeting in accordance with the Constitution;

Closely Related Party has the same meaning as in the Corporations Act;

Company or Marmota means Marmota Ltd ACN 119 270 816;

Constitution means the Constitution of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the Directors of the Company;

Explanatory Memorandum means this Explanatory Memorandum incorporated in the Notice of Meeting;

Key Management Personnel or KMP 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;

Listing Rules means the listing rules of ASX;

Notice or Notice of Meeting means the notice of meeting incorporating this Explanatory Memorandum;

Relevant Interest has the meaning given to that term in the Corporations Act;

Remuneration Report means the remuneration report set out in the Director’s Report section of the Company’s annual financial report for the year ended 30 June 2020;

Resolution means a resolution set out in the Notice of Meeting;

Shares means fully paid ordinary shares in the Company;

Shareholder means a holder of Shares;

Vacating Directors means the Directors who were directors of the Company when the resolution to make the Directors’ Report considered at the last annual general meeting of the Company was passed, other than the Managing Director of the Company at that time;

2019 AGM means the Annual General Meeting of the Company held on 27 November 2019;

2020 AGM means the Annual General Meeting of the Company to be held on 25 November 2020.

16

==> picture [218 x 54] intentionally omitted <==

14 October 2020

The Directors Marmota Limited Unit 6, 79-81 Brighton Road GLENELG SA 5045

Dear Directors

Nomination of BDO as auditors

The undersigned being a member of Marmota Limited hereby nominates BDO Audit (SA) Pty Ltd for appointment as auditor of the company at the forthcoming Annual General Meeting.

Yours faithfully

==> picture [73 x 62] intentionally omitted <==

Dr Colin Rose Chairman and Member Marmota Ltd (ASX:MEU)

Marmota Limited Unit 6, 79-81 Brighton Rd, Glenelg SA 5045 T: (08) 8294-0899 ABN: 38 119 270 816

ABN 38 119 270 816

==> picture [155 x 46] intentionally omitted <==

LODGE YOUR VOTE

• ONLINE

• �

www.linkmarketservices.com.au

BY MAIL � Marmota Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

�

BY FAX

+61 2 9287 0309

� BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

SAMPLE

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Marmota Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting the Chairman of the as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 3:00pm (Adelaide time) on Wednesday, 25 November 2020 at BDO, Level 7, 420 King William Street, Adelaide, South Australia 5000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain * For Against Abstain *

• 1 Adoption of Remuneration Report 4A Approval of options for Dr Kevin Wills

• 2 Re-election of Dr Kevin Wills as a 4B Approval of options for Director Shane Barker

• 3 Ratification of issue of shares and 5 Appointment of Auditor options on 22 July 2020 6 Approval of 10% placement capacity

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

MEU PRX2001C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3:00pm (Adelaide time) on Monday, 23 November 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MAIL

Marmota Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

� BY FAX

• +61 2 9287 0309

BY HAND

�

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or

Level 12 680 George Street Sydney NSW 2000

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this 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 shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.