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ABN 48 106 732 487
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19 October 2023

Dear Shareholder

ANNUAL GENERAL MEETING – NOTICE AND PROXY FORM

Matsa Resources Limited (ASX: MAT) (“Matsa” or “the Company”) will be holding its Annual General Meeting (“AGM”) at 9:30 am (WST) on Monday 20 November 2023 at Suite 11, 139 Newcastle Street Perth in Western Australia.

The Board has made the decision that it will hold a physical AGM with appropriate social distancing measures in place. In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting (Notice) to shareholders unless a shareholder has made a valid election to receive such documents in hard copy. A copy of the Notice is available on the Company’s website located on the Investors page at https://www.matsa.com.au/asx-announcements.

The Notice and proxy form are important documents and should be read in their entirety. If you have any difficulties obtaining a copy of the Notice or proxy form, please contact Advanced Share Registry on (08) 9389 8033 (within Australia) or +61 8 9389 8033 (outside Australia).

You may vote by attending the AGM in person, by proxy or by appointing an authorised representative.

Details on how to lodge your proxy form can be found on the enclosed proxy form. If you have any questions about your proxy form, please contact the Company Secretary by telephone at +61 8 9230 3555.

Proxy Forms must be received by no later than 9:30am (WST) on 18 November 2023.

If the Company makes any alternative arrangements in the way in which the AGM is held, Shareholders will be notified via an ASX announcement and the details will also be made available on our website at www.matsa.com.au.

The notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

The Company encourages shareholders to provide an email address so we can communicate with you electronically for items such as notices of meeting and annual reports. Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review or update your communication preferences, please contact the Company’s share registry, Advanced Share Registry Services, at www.advancedshare.com.au.

Yours sincerely

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Andrew Chapman Director/Company Secretary

Matsa Resources Limited ABN 48 106 732 487 Head Office: Suite 11/139 Newcastle Street, Perth, Western Australia 6000 W: www.matsa.com.au E: [email protected]

Tel: +61 8 9230 3555 Fax: +61 8 9227 0370

MATSA RESOURCES LIMITED ACN 106 732 487

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING Monday, 20 November 2023

TIME OF MEETING

9.30am

PLACE OF MEETING Suite 11 139 Newcastle Street PERTH WA

These papers should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

MATSA RESOURCES LIMITED

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting of the Shareholders of Matsa Resources Limited ( Company ) will be held in the Company’s offices at Suite 11, 139 Newcastle Street, Perth, Western Australia on Monday, 20 November 2023 at 9.30am WST for the purpose of transacting the following business referred to in this Notice of Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies and forms part of this Notice of Meeting.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00pm (WST) on Saturday, 18 November 2023.

Please note terms used in the Resolutions contained in this Notice of Meeting have the same meaning as set out in the glossary of the Explanatory Memorandum accompanying this Notice.

AGENDA

BUSINESS

ANNUAL REPORT

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023, together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditors’ report.

RESOLUTION 1 – Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a nonbinding Resolution :

“ That, for the purpose 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 year ended 30 June 2023. ”

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

Voting Exclusion Statement:

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

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) 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 2 – Re-Election of Mr Andrew Chapman as a Director

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

" That, for the purposes of clause 39.1 of the Company's Constitution, ASX Listing Rule 14.4, and for all other purposes, Mr Andrew Chapman, a Director, retires by rotation, and being eligible, is reelected as a Director ."

RESOLUTION 3 - Ratification of Prior Issue of 29,795,272 Shares – Listing Rule 7.1

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

" That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 29,795,272 Shares on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved, or an Associate of that person (or those persons). However, the Company need not disregard a vote if it is cast 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;
(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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 4 - Ratification of Prior Issue of 31,833,333 Options – Listing Rule 7.1

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

" That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 31,833,333 Options on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement:

(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;

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

RESOLUTION 5 - Ratification of Prior Issue of 33,871,395 Shares – Listing Rule 7.1A

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

" That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 33,871,395 Shares on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement:

(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;
(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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 6 – Approval to Issue Options to Wentworth Securities Pty Ltd

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

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 10,000,000 Options to Wentworth Securities Pty Ltd, or its nominee, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an Associate of that person (or those persons). However, the Company need not disregard a vote if it is cast 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;
(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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 7 - Approval for Director to Participate in Placement – Paul Poli

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

“That, for the purposes of Section 195(4) and Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Shares and 1,000,000 Options to Paul Poli or his Related Party Nominee on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Paul Poli (or his Related Party Nominee) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any of their Associates.

However, the Company need not disregard a vote if it is cast 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;
(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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 8 - Approval for Director to Participate in Placement – Andrew Chapman

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

“That, for the purposes of Section 195(4) and Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the to issue up to 666,667 Shares and 333,334 Options to Andrew Chapman or his Related Party Nominee on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Andrew Chapman (or his Related Party Nominee) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity or any of their Associates.

However, the Company need not disregard a vote if it is cast 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;
(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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 9 - Approval for Director to Participate in Placement – Pascal Blampain

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

“That, for the purposes of Section 195(4) and Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the to issue up to 333,333 Shares and 166,666 Options to Pascal Blampain or his Related Party Nominee on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Pascal Blampain (or his Related Party Nominee) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity or any of their Associates.

However, the Company need not disregard a vote if it is cast 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;

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

RESOLUTION 10 – Ratification of Prior Issue of 150,000 Shares – Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 150,000 Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

(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;
(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:
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
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 11 – Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement

As at the date of this Notice of Meeting, 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 of Meeting.

OTHER BUSINESS

To deal with any other business which may be lawfully brought forward in accordance with the Company's Constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Andrew Chapman Company Secretary Dated: 10 October 2023

VOTING BY PROXY

Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be exercised on each item of business, and the Chair of the Meeting must follow your instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Meeting. Proxy votes must be received by 9.30am (WST) on Saturday, 18 November 2023.

VOTING IN PERSON

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

QUESTIONS

Shareholders may submit questions in advance of the Meeting to the Company Secretary. Questions must be submitted by email to the Company Secretary at [email protected]. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its operations.

DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the Annual General Meeting. For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding at 4.00pm (WST) on 18 November 2023. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

The Directors encourage all Shareholders to lodge a directed proxy form prior to the Annual General Meeting and appoint the Chair as their proxy.

PROXIES

Members are encouraged to attend the Meeting, but if you are unable to attend the Meeting, we encourage you to complete and return the enclosed Proxy Form.

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

each Shareholder has the 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.

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

To be effective, a Proxy Form and, if the Proxy Form is signed by the Shareholder's attorney, the authority under which the appointment is signed (or a certified copy of that authority) must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution –
the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must
vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

All Resolutions shall be conducted by poll.

CORPORATE REPRESENTATIVES

A body corporate that is a Shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

MATSA RESOURCES LIMITED ACN 106 732 487

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting ( Notice of Meeting ) of Matsa Resources Limited ( Company ).

The Directors recommend Shareholders read this Explanatory Memorandum (which forms part of the Notice of Meeting) in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Memorandum or the Notice of Meeting, please contact your stockbroker or other professional adviser.

Terms used in this Notice of Meeting have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.

1. RESOLUTION 1 – Adoption of Remuneration Report

1.1 General

Section 250R(2) of 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 directors or 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 the 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.

1.2 Voting Consequences

Under Part 2G.2 Division 9 of the Corporations Act, 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 two 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 a vote. If required, the Spill Resolution must be put to a 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 previous 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.

1.3 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 required for this Annual General Meeting.

1.4 Proxy Restrictions

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

If you appoint a member of the Key Management Personnel (other than the Chair) 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.

If you appoint the Chair as your proxy (where he/she 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 Chair how to vote, you are taken to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel . The Chair intends to exercise such proxies in favour of this Resolution.

If you appoint any other person as your proxy:

You do not need to direct your proxy how to vote on this Resolution.

2. RESOLUTION 2 – Re-Election of Mr Andrew Chapman as a Director

Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Clause 39.1 of the Company's Constitution requires that at each annual general meeting, onethird of the Directors for the time being, or, if their number is not a multiple of 3, then the greater of 1 or the number nearest to but not exceeding one-third, must retire from office, provided always that no Director (except the Managing Director) shall hold office for a period in excess of 3 years, or the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at any annual general meeting are those who have been in office longest since their last election, but, as between persons who became Directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by drawing lots.

A retiring director under clause 39.1 of the Company’s Constitution is eligible for re-election.

The Company currently has three directors that fall under this clause and accordingly one must retire.

Mr Chapman, who was last elected at the Company’s annual general meeting on 27 November 2020, retires by rotation at this Meeting, and, being eligible, offers himself for re-election.

Mr Chapman is a chartered accountant with over 30 years’ experience in publicly listed companies in the mineral resources, oil and gas and technology sectors.

He has held Board positions as well as other senior roles including Director, Company Secretary and Chief Financial Officer. Mr Chapman has significant experience in the areas of corporate acquisitions, divestments and capital raisings. He has developed specialist knowledge of dealing with ASX and other corporate regulatory bodies, financial institutions and other advisory groups.

Mr Chapman is an associate member of the Chartered Accountants Australia and New Zealand (CAANZ), a Fellow of the Financial Services Institute of Australasia (Finsia) and a graduate of the Australian Institute of Company Directors (AICD).

Mr Chapman is also the Company Secretary of Bulletin Resources Limited.

All of the Directors, except Mr Chapman who has abstained from making a recommendation, recommend that Shareholders vote in favour of Resolution 2.

3. BACKGROUND TO RESOLUTIONS 3 to 9

3.1 Overview

On 30 August 2023, the Company announced that it was conducting a private placement to professional and sophisticated investors for a placement to raise $2 million (before costs) ( Placement ) via the issue of 66,666,667 fully paid ordinary shares at an issue price of $0.03 per Share ( Placement Shares ).

The Company’s Directors have also applied to participate in the Placement, further details of which are set out in Section 3.2 below.

Each participant in the Placement would also receive one (1) free attaching Option ( Placement Option ) for every two (2) Placement Shares issued under the Placement. The Placement Options are exercisable at $0.07 per Option and will expire on the date that is 2 years from the date of issue. The total amount of Placement Options issued to unrelated participants of the Placement is 33,333,333 Options.

The issue price of $0.03 per Placement Share represented a 14.3% discount to the last closing price on 25 August 2023 and a 18.9% discount to the 15 day volume weighted average price up to and including 25 August 2023.

On 7 September 2023, the Company issued an aggregate of 29,795,272 Shares at an issue price of $0.03 per Share and 31,833,333 Options to unrelated Placement participants under its Listing Rule 7.1 placement capacity and 33,871,395 Shares to unrelated Placement participants under its Listing Rule 7.1A placement capacity.

The Company seeks approval from Shareholders for the ratification of the issue of the Placement Shares and Placement Options pursuant to Resolutions 3, 4 and 5.

The Company will not apply for quotation of the Placement Options. A summary of the terms and conditions of the Placement Options are included in Annexure A.

3.2 Director Participation in the Placement

The balance of the Placement Shares and Placement Options to be issued under the Placement will, subject to Shareholder approval, be issued to Directors Paul Poli and Andrew Chapman, who have applied for an aggregate of 3,000,000 Placement Shares together with 1,500,000 Placement Options raising $90,000 as follows:

(a) Paul Poli has applied for 2,000,000 Placement Shares to raise $60,000 together with 1,000,000 Placement Options (Resolution 7);
(b) Andrew Chapman has applied for 666,667 Placement Shares to raise $20,000 together with 333,334 Placement Options (Resolution 8); and
(c) Pascal Blampain has applied for 333,333 Placement Shares to raise $10,000 together with 166,666 Options (Resolution 9).

It is proposed that Messrs Poli, Chapman and Blampain will participate in the Placement on the same terms as the unrelated participants of the Placement. The Company is seeking

Shareholder approval to issue the Placement Shares and Placement Options to the Directors under Resolutions 7, 8 and 9 respectively.

3.3 Use of Funds

Funds raised from the Placement will be applied towards:

(i) holding and transaction costs associated with the Lake Carey Gold Project during negotiations with AngloGold Ashanti Australia Limited;
(ii) finalisation of the grant process of several lithium prospective Special Prospecting Licences ( SPLAs ) including five new lithium discoveries at Rose Panther, Spotted Panther, Poly Panther, Pink Panther and Black Panther;
(iii) maiden drilling program of the highly prospective SPL’s to assess the lithium bearing pegmatites identified, mapped and sampled; and
(iv) general working capital requirements.

3.4 Lead Managers

The Company has entered into a lead manager mandate with Wentworth Securities Pty Ltd (ABN 98 155 398 333) (AFSL 422477) ( Wentworth ), to manage the Placement ( Placement Mandate ).

A summary of the terms of the Placement Mandate is set out as follows:

(a) Wentworth to be paid a management fee of 2% on the gross proceeds of the Placement; (b) Wentworth to be paid a 4% fee on the gross proceeds raised under the Placement. This fee will not be paid on any amount raised via investors introduced by the Company; and
(c) the issue of 10,000,000 Options ( Advisor Options ), subject to the ASX Listing Rules and Shareholder approval, whereby 5,000,000 Advisor Options will be issued with an exercise price of $0.07 each ( Tranche 1 ) and 5,000,000 Advisor Options will be issued with an exercise price of $0.105 each ( Tranche 2 ), both tranches of Advisor Options expiring 1 November 2026 .

The Company seeks approval from Shareholders for the issue of the Advisor Options pursuant to Resolution 6.

The Company will not apply for quotation of the Advisor Options. A summary of the terms and conditions of the Advisor Options are included in Annexure B and C in respect of Tranche 1 and Tranche 2 respectively.

3.5 Summary of Resolutions

The Company is seeking Shareholder approval for the following Resolutions relating to the Placement:

(a) Resolution 3 – ratification of 29,795,272 Placement Shares issued under the Company’s Listing Rule 7.1 Capacity;
(b) Resolution 4 – ratification of 31,833,333 Placement Options issued under the Company’s Listing Rule 7.1 Capacity;
(c) Resolution 5 – ratification of 33,871,395 Placement Shares issued under the Company’s Listing Rule 7.1A Capacity;
(d) Resolution 6 – approval to issue 10,000,000 Advisor Options to Wentworth under Listing Rule 7.1;

(e) Resolution 7 – approval to issue 2,000,000 Placement Shares and 1,000,000 Placement Options to Mr Paul Poli for his Placement participation;
(f) Resolution 8 – approval to issue 666,667 Placement Shares and 333,334 Placement Options to Mr Andrew Chapman for his Placement participation; and
(g) Resolution 9 – approval to issue 333,333 Placement Shares and 166,666 Placement Options to Mr Pascal Blampain for his Placement participation.

4. RESOLUTIONS 3, 4 and 5 – Ratification of Prior Issue of Placement Shares and Placement Options – Listing Rules 7.1 and 7.1A

4.1 General

As set out in Section 3.1 above, on 7 September 2023, the Company issued 63,666,667 Placement Shares and 31,833,333 Placement Options to unrelated Placement participants. 29,795,272 Placement Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 3), 31,833,333 Placement Options were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 4), and 33,871,395 Placement Shares (being, the subject of Resolution 5) were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 25 November 2022.

The issue of the Placement Shares and Placement Options did not breach Listing Rules 7.1 and 7.1A at the time of issue.

4.2 Listing Rules 7.1 and 7.1A

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 12 month period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 25 November 2022.

The issue of the Placement Shares and Placement Options the subject of Resolutions 3 to 5 does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares and Placement Options the subject of Resolutions 3 to 5.

4.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 or 7.1A (as appropriate) and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under those rules.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares and Placement Options the subject of Resolutions 3 to 5.

Resolutions 3, 4 and 5 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares and Placement Options.

4.4 Technical Information Required by Listing Rule 14.1A

If Resolutions 3,4 and 5 are passed, those Placement Shares and Placement Options will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares and Placement Options the subject of Resolutions 3 to 5.

If Resolutions 3,4 and 5 are not passed, those Placement Shares and Placement Options will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares and Placement Options the subject of Resolutions 3 to 5.

4.5 Technical Information Required by Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3, 4 and 5:

(a) the Placement Shares and Placement Options the subject of Resolutions 3 to 5 were issued to unrelated professional and sophisticated investors. The recipients were identified through a bookbuild process, which involved Wentworth seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
(b) Deutsche Balaton, a current substantial holder of the Company (and a substantial holder of the Company at the date of issue under the Placement), participated in the Placement and was issued 24,999,999 Placement Shares and 12,499,999 Placement Options, and subject to the above, in accordance with paragraph 7.4 of the ASX Guidance Note 21, the Company confirms that none of the recipients of Placement Shares and Placement Options the subject of Resolutions 3 to 5 were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial shareholders of the Company, advisors of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 63,666,667 Placement Shares and 31,833,333 Placement Options were issued on the following basis:
(i) 29,795,272 Placement Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 3);
(ii) 31,833,333 Placement Options issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 4); and
(iii) 33,871,395 Placement Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 5);
(d) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) a summary of the material terms of the Placement Options are set out at Annexure A;
(f) the Placement Shares and Placement Options the subject of Resolutions 3 to 5 were issued on 7 September 2023;
(g) the issue price of the Placement Shares the subject of Resolutions 3 and 5 was $0.03 each under both the issue of Placement Shares pursuant to Listing Rule 7.1 and Listing

Rule 7.1A. The Placement Options were issued for nil consideration. The Company has not and will not receive any other consideration for the issue of the Placement Shares and Placement Options the subject of Resolutions 3 to 5;

(h) the purpose of the issue of the Placement Shares and Placement Options is set out in Section 3.3 above;
(i) the Placement Shares and Placement Options the subject of Resolutions 3 to 5 were not issued under an agreement; and
(j) voting exclusion statements in relation to Resolutions 3 to 5 are included in the Notice of Meeting.

All of the Directors recommend that Shareholders vote in favour of Resolutions 3, 4 and 5.

5. RESOLUTION 6 – Approval to Issue Options to Wentworth Securities Pty Ltd

On 30 August 2023 the Company announced the completion of the Placement, the details of which are described in Section 3 of this Explanatory Memorandum above. Wentworth acted as lead manager to the Placement. A component of the fee that Wentworth receive for their role as lead manager to the Placement is that it be issued with 10,000,000 Options.

The issue of the 10,000,000 Options to Wentworth remains subject to Shareholder approval.

Listing Rule requirements

The Company has entered into the Placement Mandate with Wentworth, which includes the issue of the Advisor Options, subject to the ASX Listing Rules and Shareholder approval. Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 10,000,000 Options for no consideration as part of Westworth’s fee as lead manager, in two tranches:

(i) Tranche 1 – 5,000,000 Advisor Options with an exercise price of $0.07 each and an expiry date of 5.00pm WST on 1 November 2026; and
(ii) Tranche 2 - 5,000,000 Advisor Options with an exercise price of $0.105 each and an expiry date of 5.00pm WST on 1 November 2026).

A summary of ASX Listing Rule 7.1 is set out in Section 4.2 of the Explanatory Memorandum above.

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

Resolution 6 seeks the required Shareholder approval to the issue of the Advisor Options under and for the purposes of Listing Rule 7.1.

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Advisor Options and will be able to issue the 10,000,000 Advisor Options to Wentworth. In addition, the issue of the Advisor Options will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Advisor Options and may, subject to terms, be required to seek alternative means of consideration to Wentworth under the Placement Mandate.

Information required under Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 6:

(a) the maximum number of Advisor Options to be issued is 10,000,000;

(b) the Advisor Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(c) the Advisor Options form part of the fee paid to Wentworth for acting as lead manager for the Placement pursuant to the Placement Mandate;
(d) the Advisor Options will be issued to Wentworth who is not a Related Party of the Company;
(e) the Advisor Options will be issued on the terms and conditions set out in Annexure B and C in respect of Tranche 1 and Tranche 2 respectively;
(f) the Advisor Options have an issue price of nil per Option;
(g) the purpose of the issue of the Advisor Options is to provide part of the fee to Wentworth for acting as lead manager to the Placement, with the Placement Mandate providing that the balance of the fee was a 6% capital raising fee, with no other ongoing fees (noting a summary of any other material terms of the Placement Mandate are set out at Section 3.4 of the Explanatory Memorandum above); and
(h) a voting exclusion statement in relation to Resolution 6 is included in the Notice of Meeting.

All of the Directors recommend that Shareholders vote in favour of Resolution 6.

6. RESOLUTIONS 7, 8 and 9 – Participation in Placement Capital Raising by Directors

6.1 General

As set out in Section 3.1 above, the Company has agreed, subject to obtaining Shareholder approval, to issue 3,000,000 Placement Shares and 1,500,000 Placement Options to Directors, Messrs Paul Poli, Andrew Chapman and Pascal Blampain (or their respective nominees) ( Participating Directors ). Each Participating Director wishes to participate in the Placement on the same terms as the unrelated participants under the Placement (the subject of Resolutions 3, 4 and 5) ( Participation ).

Accordingly, Resolutions 7, 8 and 9 seek Shareholder approval for the issue of a total of 3,000,000 Placement Shares and 1,500,000 Placement Options to the Participating Directors (or their respective nominees), as a result of the Participation on the terms set out below.

6.2 Director Recommendation

Each Director has a material personal interest in the outcome of Resolutions 7, 8 and 9 on the basis that all of the Directors of the Company (or their nominees), are to be issued the 3,000,000 Placement Shares and 1,500,000 Placement Options should Resolutions 7, 8 and 9 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 7, 8 and 9 of this Notice.

6.3 Chapter 2E of the Corporations Act

Pursuant to Chapter 2E of the Corporations Act, 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 Participation will result in the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 which constitutes giving a financial benefit and the Participating Directors are each related parties of the Company by virtue of being Directors.

The terms and conditions upon which the Related Parties the subject of Resolutions 7, 8 and 9 will subscribe for the Placement Shares and Placement Options will be the same terms and conditions under which other participants have subscribed for Securities under the Placement under Resolutions 3, 4 and 5 (being $0.03 per Share with one free attaching Option for every 2 Shares taken up in the Placement). On this basis, the Directors (other than Mr Poli with respect to Resolution 7, Mr Chapman with respect to Resolution 8 and Mr Blampain with respect to Resolution 9, who have material personal interests in Resolutions 7, 8 and 9 respectively) consider that the participation of the related parties could be seen to be on reasonable arms length terms (and thereby an exception to Chapter 2E of the Corporations Act).

However, as the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 are proposed to be issued to each of the Company’s three Directors, the Directors are unable to form a quorum to consider and determine whether one of the exceptions set out in sections 210 to 216 of the Corporations Act (relevantly, section 210 being that the Placement is at arms length terms) applies to the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 to the Participating Directors. Accordingly, Shareholder approval for the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 the Participating Directors is sought in accordance with Chapter 2E of the Corporations Act.

6.4 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

10.11.1 a related party;

10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 7, 8 and 9 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

6.5 Technical Information Required by Listing Rule 14.1A

If Resolutions 7,8 and 9 are passed, the Company will be able to proceed with the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner

set out in Section 3.1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 7, 8 and 9 are not passed, the Company will not be able to proceed with the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options under the Participation and no further funds will be raised in respect of the Placement.

6.7 Technical Information Required under Listing Rule 10.13 and Section 219 of the Corporation Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 7, 8 and 9:

(a) the 3,000,000 Shares and 1,500,000 Options issued to the Participating Directors will be comprised of the following:
(i) 2,000,000 Placement Shares and 1,000,000 Placement Options to Mr Paul Poli (or his nominee) pursuant to Resolution 7;
(ii) 666,667 Placement Shares and 333,334 Placement Options to Mr Andrew Chapman (or his nominee) pursuant to Resolution 8;
(iii) 333,333 Placement Shares and 166,666 Placement Options to Mr Pascal Blampain (or his nominee) pursuant to Resolution 9,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of the Participating Directors each being a Director (and a Related Party of the Company).

(b) the maximum number of Shares and Options to be issued is 3,000,000 Placement Shares and 1,500,000 Placement Options (being the nature of financial benefit proposed to be given) and will be allocated in the proportions set out above;
(c) the Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. A summary of the material terms of the Placement Options are set out at Annexure A;
(d) the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 will occur on the same date;
(e) the issue price of the Placement Shares the subject of Resolutions 7 to 9 will be $0.03 each. The Placement Options are free attaching to the Placement Shares and will be issued for nil consideration. The Company has not and will not receive any other consideration for the issue of the Placement Shares and Placement Options the subject of Resolutions 7 to 9;
(f) the purpose of the issue of the 3,000,000 Placement Shares and 1,500,000 Placement Options the subject of Resolutions 7 to 9 is to allow the Participating Directors to participate in the Placement and the funds raised will be put towards the activities set out in Section 3.1;
(g) the Participating Directors will participate in the Placement on the same terms as the institutional, professional and sophisticated investors who took part in the Placement. Consequently, the number of Shares and Options to be issued to the Participating Directors has been determined based upon the number of Shares and Options to be issued pursuant to the institutional, professional and sophisticated investors who took part in the Placement;

(h) the Company does not consider that there are any significant opportunity costs to the Company or benefits forgone by the Company in issuing the Shares and Options to the Participating Directors upon the terms proposed;
(i) the Placement Shares and Placement Options are not being issued under an agreement;
(j) voting exclusion statements in relation to Resolutions 7, 8 and 9 are included in the Notice of Meeting;
(k) the issue of the Placement Shares and Placement Options to the Participating Directors is not intended to be conferred by way of remuneration or incentive. However, in the interests of full and proper disclosure, the total remuneration package for each of the Participating Directors in the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Current Financial Year Ended 30 June 20241	Previous Financial Year Ended 30 June 20231
Paul Poli2	$402,500	$345,745
Andrew Chapman2	$222,000	$236,887
Pascal Blampain2	$302,500	$334,338

Notes:

Amounts include total fixed remuneration (TFR) and value of securities received as remuneration during the period, securities yet to be issued have not been included.
Mr Poli’s fees comprise salaries and fees and other short term benefits of $298,077, superannuation of $25,468 and share based payments of $22,200 in the previous financial year and salaries and fees and other short term benefits of $380,000 and superannuation of $27,500 in the current financial year;
- Mr Chapman’s fees comprise salaries and fees of $199,234, superannuation of $21,003 and share based payments of $16,650 in the previous financial year and salaries and fees of $200,000 and superannuation of $22,000 in the current financial year; and
- Mr Blampain’s fees comprise salaries and fees and other short term benefits of $286,670, superannuation of $25,468 and share based payments of $22,200 in the previous financial year and salaries and fees and other short term benefits of $285,000 and superannuation of $27,500 in the current financial year.
(l) the relevant interests of the Participating Directors in securities of the Company are set out below:

As at the date of this Notice of Meeting

Related Party	Shares1	Options	Undiluted	Fully Diluted3
Paul Poli	13,900,000	2,000,000	2.92%	2.97%
Andrew Chapman	600,000	1,500,000	0.13%	0.39%
Pascal Blampain	300,000	3,000,000	0.06%	0.62%

Post issue of Placement Shares and Placement Options to Participating Directors

Related Party	Shares1	Options2	Undiluted	Fully Diluted3
Paul Poli	15,900,000	3,000,000	3.32%	3.50%
Andrew Chapman	1,266,667	1,833,334	0.26%	0.57%
Pascal Blampain	633,333	3,166,666	0.13%	0.70%

Notes:

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

1,000,000 unlisted Options exercisable at $0.17 each expiring 30 November 2023; 5,500,000 unlisted Options exercisable at $0.09 each expiring 30 November 2025; and 1,500,000 unlisted Placement Options exercisable at $0.07 each expiring 7 September 2025.
Fully diluted interest is calculated assuming all Options on issue are exercised.
(m) if the Placement Shares and Placement Options are issued this will increase the number of Shares on issue from 475,674,037 (being the total number of Shares on issue after completion of the issue of all Placement Shares to all unrelated Placement participants the subject of Resolution 3 to 5) to 478,674,037 (assuming that no further Shares are issued and no Options are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.6%;
(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Price	Date
Highest	$0.058	16 February 2023
Lowest	$0.026	3 October 2023
Last	$0.028	9 October 2023

(o) the Company did not seek or receive any expert advice in relation to the Participating Directors’ participation in the Placement;
(p) as noted above, the Participating Directors will participate in the Placement on the same terms as the unrelated Placement participants and the issue price of the Placement Shares the subject of Resolutions 7 to 9 will be $0.03 each, being the same price as the Placement Shares issued to unrelated Placement participants the subject of Resolutions 3 to 5. As at 7 September 2023 (being the date of issue of the Placement Shares the subject of Resolutions 3 to 5), the price of the Company’s Shares was $0.03 (noting the last trading date before the date of issue of the Placement Shares the subject of Resolutions 3 to 5 was 6 September 2023) which is equal to the price of the Placement Shares to be issued to the Participating Directors. If this nil difference is maintained up to the date the Placement Shares are issued to the Participating Directors, they will each receive no benefit per Placement Share; and
(q) 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 7 to 9.

7. RESOLUTION 10: Ratification of Prior Issue of 150,000 Shares

In August 2017, the Company announced that it had entered into a loan facility with Goldbondsuper Pty Ltd as Trustee for Goldbondsuperone and Robert Paul Martin and Susan Pamela Martin as Trustees for Nitro Super Fund ( Lenders ) for a total of $4 million, with each Lender loaning the Company $2 million each ( Loan ).

On 4 June 2020 the Company announced it had entered into an agreement with the Lenders, whereby the Loan repayment date was extended for two years to 31 July 2022. The Loan repayment date was then extended to 30 November 2022.

On 2 December 2022 the Company advised that it had entered into a new loan agreement with the same above Lenders for a total of $4 million with a repayment date of 30 November 2025. The terms of the new Loan, other than the repayment date, are the same as the previous loan. The terms of the Loan also include an interest rate of 12% per annum payable monthly in arrears, and a charge over all property of the Company by way of a general security agreement and a mortgage over the Fortitude Gold Project tenements. This general security agreement contains terms and conditions which are standard for an agreement of this type. The fee for the Lenders entering into the new Loan agreement is that the Company has agreed to pay the

Lenders an annual facility fee of 150,000 fully paid ordinary Shares for every year or part year that the Loan remains outstanding ( Facility Fee ). The first Facility Fee was issued on 9 December 2022. The Company will update the market with respect to the Loan and any subsequent Facility Fees, in compliance with its disclosure obligations as required.

The Company issued the 150,000 Shares the subject of the first Facility Fee without prior Shareholder approval out of its 15% annual placement capacity under Listing Rule 7.1.

Resolution 10 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 150,000 Shares referred to above, being the first Facility Fee.

Listing Rule requirements

Summaries of Listing Rule 7.1 and Listing Rule 7.4 are provided in Section 4 of the Explanatory Memorandum above.

The issue of the first Facility Fee does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the first Facility Fee.

By ratifying the issue the subject of Resolution 10, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

To this end, Resolution 10 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 150,000 Shares referred to above pursuant to the first Facility Fee.

If Resolution 10 is passed, the ratification will be excluded in calculating the Company’s 15% limit (or 25% limit if Resolution 11 is passed) in Listing Rule 7.1 and Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the first Facility Fee issue date.

If Resolution 10 is not passed, the ratification will be included in calculating the Company’s 15% limit (or 25% limit if Resolution 11 is passed), effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the first Facility Fee issue date.

Information required under Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 10:

(a) the first Facility Fee was issued to Goldbondsuper Pty Ltd as Trustee for Goldbondsuperone and Robert Paul Martin and Susan Pamela Martin as Trustees for Nitro Super Fund;
(b)
150,000 fully paid ordinary Shares were issued;
(c) the Shares were issued on 9 December 2022 at an issue price of $0.04 per Share pursuant to Listing Rule 7.1. The Company has not and will not receive any other consideration for the issue of the first Facility Fee (noting the Company will update the market with respect to the Loan and any subsequent Facility Fees, in compliance with its disclosure obligations as required);
(d) the Shares were issued in equal amounts to the Lenders. The lenders are not Related Parties of the Company;
(e) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

(f) the Facility Fee was provided as the fee for the entry into a new Loan facility with the Lenders as described above with a repayment date of 30 November 2025. The Company’s use or intended use of the funds raise by the issue are to replace the previous loan facility which was due for repayment on 30 November 2022;
(g) a summary of the material terms of the loan agreement the subject of the Loan is provided above; and
(h) a voting exclusion statement in relation to Resolution 10 is included in the Notice of Meeting.

All of the Directors recommend that Shareholders vote in favour of Resolution 10.

8. RESOLUTION 11 – Approval of 10% Placement Facility

8.1 General

Listing Rule 7.1A enables eligible entities to seek Shareholder approval by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of 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 with a market capitalisation of $13.3 million as at 9 October 2023 for the purposes of Listing Rule 7.1A.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility without Shareholder approval pursuant to Resolution 11.

The maximum number of Equity Securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 8.2(c) of the Explanatory Memorandum below).

The Company intends to use any funds raised under the 10% Placement Facility towards further exploration on the Lake Carey project aimed at increasing the Company’s resource base, advancing its lithium projects in Thailand and/or for general working capital. In addition, the Company may, in future, choose to evaluate new investments and may use the funds raised for acquisitions (including expenses associated with such acquisitions).

If Resolution 11 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 11 is not passed, the Company will not be able to access the additional 10% Placement Facility to issue Equity Securities without Shareholder approval provided for in 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.

Resolution 11 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).

8.2 Description of Listing Rule 7.1A

(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 and issued for a cash consideration per security which is not less than 75% of the VWAP for 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 securities are to be issued is agreed by the entity and the recipient of the securities; or
(ii) if the securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the securities are issued.

As at the date of this Notice of Annual General Meeting, the Company has on issue:

(i) 475,674,037 fully paid ordinary Shares; and
(ii) 58,983,333 unlisted Options.

(c) Formula for calculating 10% Placement Facility

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 period of the approval, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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

(a) plus the number of fully paid ordinary securities issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17,
(b) plus the number of fully paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period: or
- the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4,
(c) plus the number of fully paid ordinary securities issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the Relevant Period; or
- the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4
(d) plus the number of any other fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or Listing Rule 7.4,

(e) plus the number of partly paid ordinary securities that became fully paid in the Relevant Period;
(f) less the number of fully paid ordinary securities cancelled in the Relevant Period.

Note that “A” has the same meaning in 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 Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

Relevant Period means:

(a) if the entity has been admitted to the official list for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or
(b) the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

(d) Listing Rule 7.1 and Listing Rule 7.1A

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

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c) of the Explanatory Memorandum above).

8.3 Listing Rule 7.1A

The effect of Resolution 11 will be to allow the Company to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1 for the duration of the approval (described above at Section 8.2(a)).

8.4 Specific information required by Listing Rule 7.3A

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

(a) Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences 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 time and date of the entity’s next annual general meeting; or
(iii) the time and date of the approval by shareholders of a transaction under 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 ).

The Company will only issue the Equity Securities during the 10% Placement Period.

(b) The Equity Securities will be issued for a cash consideration per security which is not less than 75% of the VWAP of the Company’s Equity Securities in the same class calculated over the 15 Trading Days on which trades were recorded in that class 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 securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(c) The Company may seek to issue the Equity Securities for cash consideration towards further exploration on the Lake Carey project aimed at increasing the Company’s resource base, advancing its lithium projects in Thailand and/or for general working capital. In addition, the Company may, in future, choose to evaluate new investments and may use the funds raised for acquisitions (including expenses associated with such acquisitions).

The Company will comply with its disclosure obligations under the Listing Rules upon issue of any Equity Securities.

(d) If Resolution 11 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, there is a risk that the economic value and voting power of each Share in the Company may be diluted, including 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 approval of this Resolution at 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.

The below table shows the possible 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 Listing Rule 7.1A.2 as at the date of this Notice (with numbers rounded to the nearest whole number). This assumes the Company has its full capacity available under Listing Rule 7.1A and Resolution 11 is passed at the Annual General Meeting. The formula in Listing Rule 7.1A.2 is outlined in Section 8.2(c) of the Explanatory Memorandum above.

The table also shows:

(i) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of Shares the Company currently has on issue. The number of Shares 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 Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of Equity Securities has decreased by 50% and increased by 50% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2			Dilution
		$0.0145 50% decrease in Issue Price	$0.029 Issue Price	$0.0435 50% increase in Issue Price
Current Variable A 475,674,037 Shares	10% Voting Dilution	47,567,404 Shares	47,567,404 Shares	47,567,404 Shares
	Funds Raised	$689,727	$1,379,455	$2,069,182
50% increase in current Variable A 713,511,056 Shares	10% Voting Dilution	71,351,106 Shares	71,351,106 Shares	71,351,106 Shares
	Funds Raised	$1,034,591	$2,069,182	$3,103,773
100% increase in current Variable A 951,348,074 Shares	10% Voting Dilution	95,134,807 Shares	95,134,807 Shares	95,134,807 Shares
	Funds Raised	$1,379,455	$2,758,909	$4,138,364

Note: The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options are exercised into Shares before the date of the issue of Equity Securities.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.
The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
The issue price is $0.029, being the closing price of the Shares on the ASX on 9 October 2023.
(e) 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 subscribers of Equity Securities will be determined on a case-by-case basis having regard to the 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 advisors (if applicable).

The subscribers under the 10% Placement Facility have not been determined as at the date of this Notice of Annual General Meeting but may include existing Shareholders and/or new Shareholders who are not Related Parties or Associates of a Related Party of the Company.

(f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2022 annual general meeting held on 25 November 2022.

Of the total number of Equity Securities issued by the Company in the 12 months preceding the date of the Annual General Meeting, the Company has issued 33,871,395 Shares under Listing Rule 7.1A.2 ( LR 7.1A Share Issue ), being 6.52% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Pursuant to and in accordance with Listing Rule 7.3A.6, the following information is provided in relation to the LR 7.1A Share Issue:

Date of Issue and Appendix 2A	Date of Issue: 7 September 2023 Date of Appendix 2A: 7 September 2023 Date of Market Announcement and Appendix 3B: 30 August 2023
Recipients	Shares were issued were issued to various institutional and sophisticated investors, who are clients of the sole lead manager, Wentworth Securities Pty Ltd, or current strategic investors in the Company.
Number and Class of Equity Securities Issued	33,871,395 Shares2
Issue Price and Discount to Market Price1(if any)	$0.03 per Share (at a discount of nil, or equal to, the Market Price1)
Total Cash Consideration and Use of Funds	Amount Raised: $1,016,142 under Listing Rule 7.1A.2 Amount Spent:$300,000 Use of Funds: Lake Carey holding costs, Thailand lithium projects, working capital Amount Remaining: $716,142 Proposed Use of Remaining Funds3: As above

Notes:

Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the ‘discount’ (being in fact an equal price) is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: MAT (terms are set out in the Constitution).
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
(g) As at the date of this Notice of Meeting, 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.

All of the Directors recommend that Shareholders vote in favour of Resolution 11.

9. GLOSSARY

$ means Australian dollars

10% Placement Facility has the meaning given in section 8.1 of the Explanatory Memorandum.

10% Placement Period has the meaning given in section 8.4(a) of the Explanatory Memorandum.

Annual General Meeting or Meeting means the annual general meeting of the Company the subject of the Notice of Meeting.

Associate has the meaning given in sections 11 to 17 of the Corporations Act.

ASX means the Australian Securities Exchange or ASX Limited, as the context requires.

Auditor’s Report means the auditor’s report included with the annual report of the Company for the financial year ended 30 June 2023.

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 has the same meaning as in section 9 of the Corporations Act.

Company means Matsa Resources Limited ACN 106 732 487.

Constitution means the Company’s constitution.

Corporations Act means Corporations Act 2001 (Cth) including any Class Orders or Legislative Instruments made by the Australian Securities and Investments Commission.

Deutsche Balaton means Deutsche Balaton Aktiengesellschaft and its associates, being Sparta AG, VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft, and Wilhelm K.T. Zours.

Directors means the current directors of the Company.

Directors’ Report means the directors’ report included with the annual report of the Company for the financial year ended 30 June 2023.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which accompanies and forms part of this Notice of Meeting.

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.

Listing Rules means the Listing Rules of ASX.

Notice of Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.

Option means a right to subscribe for a Share.

Optionholder means the holder of an Option.

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

Related Party means a party so defined by section 228 of the Corporations Act.

Related Party Nominee in relation to a person means a spouse, an entity controlled by the spouse or that person or a trust or superannuation fund in which the spouse and/or that person are primary beneficiaries.

Remuneration Report means the remuneration report appearing in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2023.

Resolution means a resolution proposed pursuant to the Notice of Meeting.

Section means a section of the Notice of Annual General Meeting and Explanatory Statement.

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

Shareholder means a person entered in the Company’s register as a holder of a Share.

Spill Meeting has the meaning given to it in Section 1.2 of the Explanatory Memorandum.

Spill Resolution has the meaning given to it in Section 1.2 of the Explanatory Memorandum.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means the volume weighted average market price.

WST means Western Standard Time in Perth, Western Australia.

ANNEXURE A

TERMS AND CONDITIONS OF PLACEMENT OPTIONS

The following are the terms and conditions of the Placement Options:

Nil consideration will be payable per Option for the issue of the Options.
The Options shall expire at 5.00pm WST on or before 7 September 2025 ( Expiry Date ).
Subject to condition 16, the amount payable upon exercise of each Option will be $0.07 ( Exercise Price ).
Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) in Matsa Resources Limited ACN 106 732 487 ( Company ) by paying the full amount of the Exercise Price.
Options may be exercised at any time from the date of issue until the Expiry Date.
Options not exercised on or before the Expiry Date will automatically lapse.
The Exercise Price shall be payable in full on exercise of the Options.
Options may only be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:
(a) payment for the Exercise Price for each Options being exercised; and
(b) the certificate for those Options for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) on or before the Expiry Date.

Subject to condition 7, within 10 Business Days after the notice referred to in condition 8 becoming effective, the Company must:
(a) allot and issue the number of Shares specified in the notice to the holder;
(b) cancel the Certificate for the Options being exercised; and
(c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.
The Company will not apply for the Options to be quoted on ASX.
The Options are transferable.
Shares allotted pursuant to an exercise of the Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.
The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. However, the Company must give notice as required under the Listing Rules to Optionholders of any new issue of capital before the record date for determining entitlements to the issue in accordance with the Listing Rules.

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.
If, prior to the expiry of an Option, there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
If at any time prior to the Expiry Date the Optionholder dies, the deceased holder's legal personal representative may:
(a) elect to be registered as the new Optionholder of the deceased Optionholder's Options;
(b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and
(c) if the deceased Optionholder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.
There is no right to change the Exercise Price of an Option or the number of underlying Shares over which the Option can be exercised.

ANNEXURE B

TERMS AND CONDITIONS OF ADVISOR OPTIONS – TRANCHE 1

The following are the terms and conditions of the Tranche 1 Advisor Options:

Nil consideration will be payable per Option for the issue of the Options.
The Options shall expire at 5.00pm WST on or before 1 November 2026 ( Expiry Date ).
Subject to condition 16, the amount payable upon exercise of each Option will be $0.07 ( Exercise Price ).
Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) in Matsa Resources Limited ACN 106 732 487 ( Company ) by paying the full amount of the Exercise Price.
Options may be exercised at any time from the date of issue until the Expiry Date.
Options not exercised on or before the Expiry Date will automatically lapse.
The Exercise Price shall be payable in full on exercise of the Options.
Options may only be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:
(a) payment for the Exercise Price for each Options being exercised; and
(b) the certificate for those Options for cancellation by the Company.

Subject to condition 7, within 10 Business Days after the notice referred to in condition 8 becoming effective, the Company must:
(a) allot and issue the number of Shares specified in the notice to the holder;
(b) cancel the Certificate for the Options being exercised; and
(c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.
The Company will not apply for the Options to be quoted on ASX.
The Options are transferable.
Shares allotted pursuant to an exercise of the Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.
The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. However, the Company must give notice as required under the Listing Rules to Optionholders of any new issue of capital before the record date for determining entitlements to the issue in accordance with the Listing Rules.

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.
If, prior to the expiry of an Option, there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
If at any time prior to the Expiry Date the Optionholder dies, the deceased holder's legal personal representative may:
(a) elect to be registered as the new Optionholder of the deceased Optionholder's Options;
(b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and
(c) if the deceased Optionholder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.
There is no right to change the Exercise Price of an Option or the number of underlying Shares over which the Option can be exercised.

ANNEXURE C

TERMS AND CONDITIONS OF ADVISOR OPTIONS – TRANCHE 2

The following are the terms and conditions of the Tranche 2 Advisor Options:

Nil consideration will be payable per Option for the issue of the Options.
The Options shall expire at 5.00pm WST on or before 1 November 2026 ( Expiry Date ).
Subject to condition 16, the amount payable upon exercise of each Option will be $0.105 ( Exercise Price ).
Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) in Matsa Resources Limited ACN 106 732 487 ( Company ) by paying the full amount of the Exercise Price.
Options may be exercised at any time from the date of issue until the Expiry Date.
Options not exercised on or before the Expiry Date will automatically lapse.
The Exercise Price shall be payable in full on exercise of the Options.
Options may only be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:
(a) payment for the Exercise Price for each Options being exercised; and
(b) the certificate for those Options for cancellation by the Company.

Subject to condition 7, within 10 Business Days after the notice referred to in condition 8 becoming effective, the Company must:
(a) allot and issue the number of Shares specified in the notice to the holder;
(b) cancel the Certificate for the Options being exercised; and
(c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.
The Company will not apply for the Options to be quoted on ASX.
The Options are transferable.
Shares allotted pursuant to an exercise of the Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.
The Company shall, in accordance with the Listing Rules, make application to have Shares allotted pursuant to an exercise of Options quoted on ASX.
There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. However, the Company must give notice as required under the Listing Rules to Optionholders of any new issue of capital before the record date for determining entitlements to the issue in accordance with the Listing Rules.

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules and Corporations Act at the time of the reorganisation.
If, prior to the expiry of an Option, there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
If at any time prior to the Expiry Date the Optionholder dies, the deceased holder's legal personal representative may:
(a) elect to be registered as the new Optionholder of the deceased Optionholder's Options;
(b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and
(c) if the deceased Optionholder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.
There is no right to change the Exercise Price of an Option or the number of underlying Shares over which the Option can be exercised.

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ONLINE PROXY APPOINTMENT

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MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Matsa Resources Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of OR the Meeting

 PLEASE NOTE: If you leave the section blank, the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting 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 law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Suite 11, 139 Newcastle Street, PERTH WA on Wednesday, 20 November 2023 at 9:30 am (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions	For	Against	Abstain*
	1 Remuneration Report	◼	◼	◼
	2 Re-election of Mr Andrew Chapman as a Director	◼	◼	◼
	3 Ratification of prior issue of 29,795,272 Shares – Listing Rule 7.1	◼	◼	◼
STEP 2	4 Ratification of prior issue of 31,833,333 Options – Listing Rule 7.1 5 Ratification of prior issue of 33,871,395 Shares – Listing Rule 7.1A 6 Approval to issue Options to Wentworth Securities Pty Ltd 7 Approval for Director to Participate in Placement – Paul Poli	◼ ◼ ◼ ◼	◼ ◼ ◼ ◼	◼ ◼ ◼ ◼
	8 Approval for Director to Participate in Placement – Andrew Chapman	◼	◼	◼
	9 Approval for Director to Participate in Placement – Pascal Blampain	◼	◼	◼
	10 Ratification of prior issue of 150,000 Shares – Listing Rule 7.1	◼	◼	◼
	11 Approval of 10% Placement Facility	◼	◼	◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show or on a poll and your votes will not be counted in computing the required majority on a poll. 			of hands
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3	(Individual)
STEP 3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should 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).
	Email Address
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	remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

This form shows your address as it appears on 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.

APPOINTMENT OF A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

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

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each 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
(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9:30 am (WST) on 18 November 2023, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 BY FAX +61 8 6370 4203 BY EMAIL [email protected] IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

AI assistant

MATSA RESOURCES LIMITED — AGM Information 2023

65296_rns_2023-10-18_90c7ed11-bc23-41f1-b4d6-c0010fb8ecdb.pdf

ANNUAL GENERAL MEETING – NOTICE AND PROXY FORM

MATSA RESOURCES LIMITED ACN 106 732 487

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

TIME OF MEETING

MATSA RESOURCES LIMITED

NOTICE OF GENERAL MEETING

AGENDA

BUSINESS

ANNUAL REPORT

RESOLUTION 1 – Remuneration Report

Voting Exclusion Statement:

RESOLUTION 2 – Re-Election of Mr Andrew Chapman as a Director

RESOLUTION 3 - Ratification of Prior Issue of 29,795,272 Shares – Listing Rule 7.1

Voting Exclusion Statement:

RESOLUTION 4 - Ratification of Prior Issue of 31,833,333 Options – Listing Rule 7.1

Voting Exclusion Statement:

RESOLUTION 5 - Ratification of Prior Issue of 33,871,395 Shares – Listing Rule 7.1A

Voting Exclusion Statement:

RESOLUTION 6 – Approval to Issue Options to Wentworth Securities Pty Ltd

Voting Exclusion Statement:

RESOLUTION 7 - Approval for Director to Participate in Placement – Paul Poli

Voting Exclusion Statement:

RESOLUTION 8 - Approval for Director to Participate in Placement – Andrew Chapman

Voting Exclusion Statement:

RESOLUTION 9 - Approval for Director to Participate in Placement – Pascal Blampain

Voting Exclusion Statement:

RESOLUTION 10 – Ratification of Prior Issue of 150,000 Shares – Listing Rule 7.1

Voting Exclusion Statement:

RESOLUTION 11 – Approval of 10% Placement Facility

Voting Exclusion Statement

OTHER BUSINESS

BY ORDER OF THE BOARD

VOTING BY PROXY

VOTING IN PERSON

QUESTIONS

DATE FOR DETERMINING HOLDERS OF SHARES

PROXIES

CORPORATE REPRESENTATIVES

MATSA RESOURCES LIMITED ACN 106 732 487

EXPLANATORY MEMORANDUM

1. RESOLUTION 1 – Adoption of Remuneration Report

1.1 General

1.2 Voting Consequences

1.3 Previous voting results

1.4 Proxy Restrictions

2. RESOLUTION 2 – Re-Election of Mr Andrew Chapman as a Director

3. BACKGROUND TO RESOLUTIONS 3 to 9

3.1 Overview

3.2 Director Participation in the Placement

3.3 Use of Funds

3.4 Lead Managers

3.5 Summary of Resolutions

4. RESOLUTIONS 3, 4 and 5 – Ratification of Prior Issue of Placement Shares and Placement Options – Listing Rules 7.1 and 7.1A

4.1 General

4.2 Listing Rules 7.1 and 7.1A

4.3 Listing Rule 7.4

4.4 Technical Information Required by Listing Rule 14.1A

4.5 Technical Information Required by Listing Rule 7.5

5. RESOLUTION 6 – Approval to Issue Options to Wentworth Securities Pty Ltd

Listing Rule requirements

Information required under Listing Rule 7.1

6. RESOLUTIONS 7, 8 and 9 – Participation in Placement Capital Raising by Directors

6.1 General

6.2 Director Recommendation

6.3 Chapter 2E of the Corporations Act

6.4 Listing Rule 10.11

6.5 Technical Information Required by Listing Rule 14.1A

6.7 Technical Information Required under Listing Rule 10.13 and Section 219 of the Corporation Act

7. RESOLUTION 10: Ratification of Prior Issue of 150,000 Shares

Listing Rule requirements

Information required under Listing Rule 7.4

8. RESOLUTION 11 – Approval of 10% Placement Facility

8.1 General

8.2 Description of Listing Rule 7.1A

MATSA RESOURCES LIMITED AGM Information 2023