MIRAMAR RESOURCES LIMITED — AGM Information 2023

Oct 2, 2023

MIRAMAR RESOURCES LIMITED ACN 635 359 965 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : Wednesday, 8 November 2023 PLACE : Conference Room, South Perth Bowling Club, 2 Mends Street, SOUTH PERTH WA 6151

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on Monday, 6 November 2023.

BUSINESS OF THE MEETING

AGENDA

1.	FINANCIAL STATEMENTS AND REPORTS
	To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with
	the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.
2.	RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
	To consider and, if thought fit, to pass, with or without amendment, the following resolution as anon-binding resolution:
	“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for
	the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial
	year ended 30 June 2023.”
	Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
	A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – TERRY GADENNE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : “That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Terry Gadenne, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – ISSUE OF OPTIONS TO RELATED PARTY – ALLAN KELLY To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,000,000 Options to Allan Kelly (or their nominee) under the Option Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 5. RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY – MARION BUSH To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,000,000 Options to Marion Bush (or their nominee) under the Option Plan on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 5 – ISSUE OF OPTIONS TO RELATED PARTY – TERRY GADENNE To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,000,000 Options to Terry Gadenne (or their nominee) under the Option Plan on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue,

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calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 7 – RENEWAL OF THE PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

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

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its existing Constitution by renewing clause 37 for a period of 3 years from the date of approval of this Resolution.”

Dated: 3 October 2023

By order of the Board

Mindy Ku Company Secretary

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VOTING PROHIBITION STATEMENTS AND VOTING INFORMATION

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (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 (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (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 KeyManagement Personnel.

Resolution 3 to Resolution 5 – Issue of Options to Related Parties

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 3, 4 or 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 3, 4 or 5 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 3, 4 or 5 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

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

Resolution 3 to Resolution 5 – Issue Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the of Options to Related Parties employee incentive scheme in question (including Allan Kelly, Marion Bush and Terry Gadenne) or an associate of that person or those persons.

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

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

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

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

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

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

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Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware that:

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

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

Voting in person

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

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary at mku@corpbservices.com.

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EXPLANATORY STATEMENT

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

1.	FINANCIAL STATEMENTS AND REPORTS
	In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual
	financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the
	Directors’ report, the Remuneration Report and the auditor’s report.
	The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically
	requested to do so. The Company’s annual financial report is available on its website at
	https://www.miramarresources.com.au/.
2.	RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1	General
	The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report
	be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company
	or the directors of the company.
	The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of
	the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company
	for a financial year.
	The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments
	on the remuneration report at the annual general meeting.
2.2	Voting consequences
	A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to
	consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least
	25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the
	first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to
	vote at the second of those annual general meetings.
	If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill
	Meeting) within 90 days of the second annual general meeting.
	All of the directors of the company who were in office when the directors' report (as included in the company’s annual
	financial report for the most recent financial year) was approved, other than the managing director of the company, will
	cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
	Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the
	directors of the company.
2.3	Previous voting results
	At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual
	general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.
3.	RESOLUTION 2 – RE-ELECTION OF DIRECTOR – TERRY GADENNE
3.1	General
	Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general
	meeting.
	The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general
	meeting.
	Terry Gadenne, who has served as a Director since 3 March 2020, retires by rotation and seeks re-election.
3.2	Qualifications and other material directorships
	Mr Gadenne has over 30 years’ experience in the military and civilian aviation, agriculture and mining management roles.
	He was the Chief Pilot of Mackay Helicopters Pty Ltd and Managing Director of Mining Logic Pty Ltd located in Queensland
	over the course of his career. Mr Gadenne has had various board positions in not-for-profit organisations.

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He holds a Bachelor of Aviation Studies (Management) from the University of Western Sydney, completed the Company Directors Course with AICD and was a former army and navy pilot.

3.3 Independence

If re-elected the Board does not consider Terry Gadenne to be an independent Director.

3.4 Board recommendation

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

4. RESOLUTION 3 TO 5 – ISSUE OF OPTIONS TO RELATED PARTIES – ALLAN KELLY, MARION BUSH AND TERRY GADENNE

4.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 6,000,000 Options to Allan Kelly, Marion Bush and Terry Gadenne (or their nominees) ( Related Parties ) pursuant to the Employee Share Option Plan ( Option Plan ) and on the terms and conditions set out below.

Shareholder approval for the adoption of the Option Plan was received on 4 November 2021.

Resolution 3 to Resolution 5 seek Shareholder approval for the issue of the Options to the Related Parties.

4.2 Director recommendation

Each Director has a material personal interest in the outcome of Resolution 3 to Resolution 5 on the basis that all of the Directors (or their nominees) are to be issued Options should Resolution 3 to Resolution 5 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolution 3 to Resolution 5 of this Notice.

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

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

4.4 Listing Rule 10.14

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

• 10.14.1 a director of the entity;

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

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

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

Resolution 3 to Resolution 5 seek the required Shareholder approval for the issue of the Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

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4.5 Technical information required by Listing Rule 14.1A

If Resolution 3 to Resolution 5 are passed, the Company will be able to proceed with the issue of the Options to the Related Parties under the Option Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.14), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 to Resolution 5 are not passed, the Company will not be able to proceed with the issue of the Options and the Company may have to consider other options to incentivise the Related Parties which may include the issue of Shares which will have a dilutive effect on the Shareholders.

Resolution 5 is conditional on Resolution 2 being passed. The issue of Options to Mr Gadenne will not occur in the event Resolution 2 is not passed as Mr Gadenne will no longer be considered an eligible participant under the Option Plan.

4.6 Technical Information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolution 3 to Resolution 5:

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

• (i) Allan Kelly (or their nominee) pursuant to Resolution 3;

• (ii) Marion Bush (or their nominee) pursuant to Resolution 4 ; and

• (iii) Terry Gadenne (or their nominee) pursuant to Resolution 5,

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

(b) the maximum number of Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 6,000,000 comprising:

• (i) 2,000,000 Options to Allan Kelly (or his nominee) pursuant to Resolution 3;

• (ii) 2,000,000 Options to Marion Bush (or her nominee) pursuant to Resolution 4 and

• (iii) 2,000,000 Options to Terry Gadenne (or his nominee) pursuant to Resolution 5;

• (c) the following Options were previously issued on 4 November 2021 for nil cash consideration under the Option Plan:

• (i) 500,000 Options to Allan Kelly;

• (ii) 500,000 Options to Marion Bush; and

• (iii) 500,000 Options to Terry Gadenne;

• (d) a summary of the material terms and conditions of the Options is set out in Schedule 1;

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

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

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

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

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

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

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

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

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

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

Related Party	Current Financial Year Ended 30 June 2024 1	Previous Financial Year Ended 30 June 2023 2
Allan Kelly	$354,554	$405,443
Marion Bush	$203,568	$229,328
Terry Gadenne	$65,041	$54,067

Notes:

1. Comprising Directors’ fees/salary of $467,603, a superannuation payment of $51,437, Director & Officer insurance of $26,000, and share-based payments of $78,123 (including an increase of $84,693, being the value of the Options).

2. Comprising Directors’ fees/salary of $468,626, a superannuation payment of $47,933, Director & Officer insurance and leave provision of $51,733, and share-based payments of $120,546.

3. (h)

4. the value of the Options and the pricing methodology is set out in Schedule 2;

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

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

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

8. (l)

9. (m)

10. a summary of the material terms and conditions of the Option Plan is set out in Schedule 3;

11. no loans are being made to the Related Parties in connection with the acquisition of the Options;

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

13. (o) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Option Plan after Resolutions 3 to 5 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

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

As at the date of this Notice

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Related Party	Shares 1	Options	Performance Rights	Undiluted	Fully Diluted
Allan Kelly	13,928,344	7,147,765 2	581,396	9.36%	10.07%
Marion Bush	595,000	1,877,500 3	465,117	0.40%	1.37%
Terry Gadenne	480,000	1,700,000 4	Nil	0.32%	1.01%

Post issue of the Options to Related Parties

Related Party	Shares 1	Options	Performance Rights
Allan Kelly	13,928,344	9,147,765	581,396
Marion Bush	595,000	3,877,500	465,117
Terry Gadenne	480,000	3,700,000	Nil

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX:M2R).

2. Comprising:

3. (a) 5,647,765 Listed Options exercisable at $0.25 each on or before 18 July 2024 (ASX:M2RO);

4. (b) 1,000,000 Unlisted Options exercisable at $0.20 each on or before 26 June 2025; and

5. (c) 500,000 Unlisted Options exercisable at $0.27 each on or before 3 November 2025.

6. Comprising:

7. (a) 377,500 Listed Options exercisable at $0.25 each on or before 18 July 2024 (ASX:M2RO); and

8. (b) 1,000,000 Unlisted Options exercisable at $0.20 each on or before 26 June 2025; and

9. (c) 500,000 Unlisted Options exercisable at $0.27 each on or before 3 November 2025.

10. Comprising:

11. (a) 200,000 Listed Options exercisable at $0.25 each on or before 18 July 2024 (ASX:M2RO);

12. (b) 1,000,000 Unlisted Options exercisable at $0.20 each on or before 26 June 2025; and

13. (c) 500,000 Unlisted Options exercisable at $0.27 each on or before 3 November 2025.

(q) if the Options issued to the Related Parties are exercised, a total of 6,000,000 Shares would be issued. This will increase the number of Shares on issue from 148,869,544 (being the total number of Shares on issue as at the date of this Notice) to 154,869,544 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.87%, comprising 1.29% by Allan Kelly, 1.29% by Marion Bush and 1.29% by Terry Gadenne;

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

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

	Price	Date
Highest	$0.13	13 September 2022
Lowest	$0.034	30 June 2023
Last	$0.48	7 September 2023

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(t) 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 Resolution 3 to Resolution 5; and

(u) a voting exclusion statement is included in Resolution 3 to Resolution 5 of the Notice.

5. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

5.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $7,145,738 (based on the number of Shares on issue and the closing price of Shares on the ASX on 7 September 2023).

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 6 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 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

• 5.2 Technical information required by Listing Rule 7.1A

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

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

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

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

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

• (b) Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

• (c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for:

• (a) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);

• (b) the development of the Company’s current business; and

• (c) general working capital.

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(d) Risk of Economic and Voting Dilution

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

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 7 September 2023.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.024	$0.048	$0.07
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	148,869,544 Shares	14,886,954 Shares	$357,286	$714,573	$1,071,860
50% increase	223,304,316 Shares	22,330,431 Shares	$535,930	$1,071,860	$1,607,791
100% increase	297,739,088 Shares	29,773,908 Shares	$714,573	$1,429,147	$2,143,721

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 148,869,544 Shares on issue as at the date of this Notice.

2. The issue price set out above is the closing market price of the Shares on the ASX on 7 September 2023 (being $0.048).

3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

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

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

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

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

Shareholders should note that there is a risk that:

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

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(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

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

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

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

• (v) prevailing market conditions; and

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

• (f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 3 November 2022 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 3 November 2022, the Company has not issued, nor agreed to issue, any Equity Securities pursuant to the Previous Approval.

5.3 Voting Exclusion Statement

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

6. RESOLUTION 7 – RENEWAL OF THE PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION

6.1 General

Section 648G(1) of the Corporations Act provides that a company’s proportional takeover approval provisions, unless sooner omitted from its constitution, cease to apply at the end of 3 years from adoption or renewal as appropriate unless otherwise specified.

When the provisions cease to apply, a company’s constitution is modified by omitting the provisions.

A company may renew its proportional takeover approval provisions in the same manner in which a company can modify its constitution (i.e. by special resolution of shareholders).

The Company’s constitution was adopted on 27 August 2020. Accordingly, the proportional takeover provisions included in the Constitution apply until 27 August 2023 unless sooner omitted or renewed.

Resolution 7 is a special resolution which will enable the Company to modify its Constitution by renewing clause 37 for a period of 3 years from the date of Shareholder approval. It is noted that Shareholder approval will not result in a change to the wording of clause 37.

The Company is permitted to seek further Shareholder approval to renew this clause for further periods of up to 3 years on each occasion.

A copy of the Constitution released to ASX on 21 October 2020 (and subsequently amended and released to ASX on 10 June 2022) is available for download from the Company’s ASX announcements platform.

6.2 Proportional takeover provisions (clause 37 of Constitution)

General

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

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The proportional takeover provisions set out in clause 37 of the Constitution provides that a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause will cease to have effect on the third anniversary of the date of the adoption of the last renewal of the clause.

Information required by section 648G of the Corporations Act

(a) Effect of proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed or the deadline for obtaining such approval has passed.

• (b) Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

• (c) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company. (d) Advantages and disadvantages of proportional takeover provisions during the period in which they have been in effect

The Directors consider that the proportional takeover provisions had no advantages or disadvantages for them during the period in which they have been in effect.

The advantages and disadvantages of the proportional takeover provisions for Shareholders include those set out immediately below, which were applicable during the period in which they have been in effect.

• (e) Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• (ii) assisting in preventing Shareholders from being locked in as a minority;

(iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

(iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include proportional takeover bids may be discouraged, lost opportunity to sell a portion of their Shares at a premium, and the likelihood of a proportional takeover bid succeeding may be reduced.

6.3 Board Recommendation

The Directors do not believe the potential disadvantages outweigh the potential advantages of renewing the proportional takeover provisions and as a result consider that renewal of the proportional takeover provision set out in clause 37 of the Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 7.

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GLOSSARY

$ means Australian dollars.

7.1A Mandate has the meaning given in Section 5.1.

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate means

(a) a related body corporate (as defined in the Corporations Act) of the Company; (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires. Board means the current board of directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means the chair of the Meeting.

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

(a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Miramar Resources Limited (ACN 635 359 965).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Proxy Form means the proxy form accompanying the Notice.

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

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

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

Constitution means the Company’s constitution.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price

Subject to paragraph 9, the amount payable upon exercise of each Option will be the five (5) day volume-weighted average price ( VWAP ) before shareholder approval of the Options plus a 50% Premium ( Exercise Price ).

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the day that is four (4) years from the date that shareholder approval is given for these Options (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

5. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

6. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

7. Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

8. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued Shares of the Company.

9. Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

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10. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

11. Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

12. Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – VALUATION OF OPTIONS

The Options to be issued to the Related Parties pursuant to Resolution 3 to Resolution 5 have been independently valued.

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

Assumptions:
Valuation date	8 September 2023
Market price of Shares	$0.044
Exercise price 1	$0.066
Vesting date 1	Nil
Expiry date (length of time from issue) 1	Four (4) years from date of issue
Risk free interest rate 2	3.84%
Volatility 3(discount 4)	90.62% (50%)
Indicative value per Related Party Option	$0.0130
Total Value of Options	$78,123
- Issue of options to Allan Kelly (Resolution 3)	$26,041
- Issue of options to Marion Bush (Resolution 4)	$26,041
- Issue of options to Terry Gadenne (Resolution 5)	$26,041

Note: The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

1. For the valuation of option purpose, the Options exercise price uses the five (5) days VWAP plus a premium of 50% of the share price on 7 September 2023 being $0.044. This may change depending on the movement of the shares price on the issue date. The other terms and conditions are set out in Schedule 1.

2. A risk-free rate used for the purpose of the analysis is the three year Australian Government bond rate as at 7 September 2023 being 3.84%;

3. The expected volatility reflects the actual volatility since listing on ASX. This may not necessarily be the actual outcome.

4. The options to be issued have restricted marketability as they cannot be traded on an active market. Therefore, a 50% discount has been applied to the valuation to reflect the value of the options and the non-marketable nature of the options.

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SCHEDULE 3 – SUMMARY OF EMPLOYEE SHARE OPTION PLAN (ESOP) TERMS AND CONDITIONS

The Company has established the Employee Share Option Plan (ESOP) in order to provide an incentive for employees to participate in the future growth of the Company. The ESOP will be administered in accordance with the ESOP rules, which are summarised below.

Eligibility	Participants in the ESOP may be: (a) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company); (b) a full or part time employee of any Group Company; (c) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class Order); or (d) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under paragraphs (a), (b), or (c) above, who is declared by the Board to be eligible to receive grants of Options under the ESOP (Eligible Participants).
Offer	The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Options, upon the terms set out in the ESOP and upon such additional terms and conditions as the Board determines.
Plan limit	The Company must have reasonable grounds to believe, when making an offer in reliance of the Class Order, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
Issue price	Unless the Options are quoted on the ASX, Options issued under the ESOP will be issued for no more than nominal cash consideration.
Vesting Conditions	An Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Option.
Vesting	The Board may in its absolute discretion by written notice to a Participant (being an Eligible Participant to whom Options have been granted under the ESOP or their nominee where the Options have been granted to the nominee of the Eligible Participant (Relevant Person)), resolve to waive any of the Vesting Conditions applying to Options due to: (a) Special Circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being: (i) a Relevant Person ceasing to be an Eligible Participant due to: (A) death or total or permanent disability of a Relevant Person; or (B) retirement or redundancy of a Relevant Person; (ii) a relevant person suffering severe financial hardship; (iii) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or (iv) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or (b) a change of control occurring; or (c) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company. (d)

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Lapse of an Option	An Option will lapse upon the earlier to occur of: (a) an unauthorised dealing in the Option; (b) a Vesting Condition in relation to the Option is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Option in the circumstances set out in paragraph relating to Vesting and Vesting Conditions or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant; (c) in respect of an unvested Option only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Option in the circumstances set out in paragraph relating to Vesting and Vesting Conditions or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Participant; (d) in respect of vested Options only, a relevant person ceases to be an Eligible Participant and the Option granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant; (e) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant; (f) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Option; the expiry date of the Option.
Shares	Shares resulting from the exercise of the Options shall, subject to any Sale Restrictions from the date of issue, rank on equal terms with all other Shares on issue.
Sale Restrictions	The Board may, in its discretion, determine at any time up until exercise of Options, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Options up to a maximum of seven (7) years from the grant date of the Options. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.
Not transferrable	Subject to the ASX Listing Rules, Options are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
No Participation Rights	There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
Change in exercise price of number of underlying securities	Unless specified in the offer of the Options and subject to compliance with the ASX Listing Rules, an Option does not confer the right to a change in exercise price or in the number of underlying Shares over which the Option can be exercised.
Reorganisation	If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Option are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
Trust	The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Options, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the ESOP to effect the establishment of such a trust and the appointment of such a trustee.
Amendments	Subject to express restrictions set out in the ESOP and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the ESOP, or the terms or conditions of any Option granted under the ESOP including giving any amendment retrospective effect.

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