MIRAMAR RESOURCES LIMITED — Proxy Solicitation & Information Statement 2023

Jul 5, 2023

MIRAMAR RESOURCES LTD ACN 635 359 965 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am (WST) DATE : Thursday, 10 August 2023 PLACE : Conference Room South Perth Bowling Club 2 Mends Street South Perth, Western Australia 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 5:00pm on Tuesday, 8 August 2023.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,057,261 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 34,609,406 Shares on the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – ISSUE OF SHARES TO RELATED PARTY – ALLAN KELLY

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,333,333 Shares to Allan Kelly (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 6 July 2023

By order of the Board

Mindy Ku Company Secretary

1

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 1 – Ratification of prior issue of Shares – Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved (namely, the participants in the Placement) or an associate of that person (or those persons).
Resolution 2 – Approval to issue Shares	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).
Resolution 3 – Issue of Shares to Related Party – Allan Kelly	Allan Kelly (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (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.
Resolution 4 – Approval to issue Broker Options	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) (namely Westar Capital Pty Ltd (or its nominee/s)) 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.

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 Mindy Ku at mku@corpbservices.com.

2

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. BACKGROUND TO RESOLUTIONS

1.1 Placement

On 21 June 2023, the Company announced it had received firm commitments from new and existing sophisticated investors and a Director to raise approximately $1,500,000 (before costs) through a placement of 50,000,000 fully paid ordinary Shares in the capital of the Company at an issue price of $0.03 per Share ( Placement ). The Placement issue price of $0.03 represents a 38.8% discount to the Company’s ten (10) day volume weighted average price of $0.049.

The Placement will be issued in two tranches:

• (a) Tranche 1 comprises of 12,057,261 Shares and will be issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1 ( Tranche 1 Placement Shares ); and

• (b) Tranche 2 comprises of:

• (i) 34,609,406 Shares to new and existing sophisticated investors; and

• (ii) 3,333,333 Shares to be issued to Allan Kelly, a related party by virtue of being the Company’s Executive Chair,

(together, the Tranche 2 Placement Shares ) being subject to shareholder approval at this meeting.

The purpose of the Placement is to raise funds for upcoming exploration programmes at the Company’s 100% owned Whaleshark and Bangemall projects in the Ashburton and Gascoyne regions of WA.

Further details are set out in the ASX announcement dated 21 June 2023.

1.2 Pro rata non-renounceable rights issue

In addition to the Placement, the Company intends to raise approximately $550,000 through a pro rata non-renounceable rights issue of one (1) Share for every five (5) Shares held by an eligible shareholder on the record date at an issue price of $0.03 per Share ( Rights Issue ). The Rights Issue is fully underwritten by Westar Capital Pty Ltd (ACN 009 372 838) ( Westar Capital ) who will also act as the lead manager of the Placement.

1.3 Lead Manager Mandate

The Company has entered into a lead manager mandate with Westar Capital ( Lead Manager Mandate ) for the purposes of assisting the Company with reaching its capital raising objectives under both the Placement and the Rights Issue. The Lead Manager Mandate has the following material terms:

• (a) the Company will pay Westar Capital a broker fee of 6% of the gross amount raised in the Placement (plus GST) (being, up to $90,000), payable in cash; and

3

• (b) Westar Capital (or its nominee/s) is entitled to subscribe for and the Company will issue 25,000,000 Options (exercisable at $0.08 each expiring three (3) years from the date of issue) at an issue price of $0.00001 ( Broker Options ) (being the subject of Resolution 4).

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

2.1 General

On or around 29 June 2023, the Company issued 12,057,261 Tranche 1 Placement shares at an issue price of $0.03 per Share as part of the Placement summarised in Section 1.1 above.

The issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

As summarised in Section 1.3 above, the Company engaged the services of Westar Capital to manage the Placement. The fees payable to Westar Capital are summarised in Section 1.3.

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 shares it had on issue at the start of that period.

Under Listing rule 7.1A, 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%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 3 November 2022.

The issue of the Tranche 1 Placement Shares 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 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rule 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 Tranche 1 Placement Shares.

4

If Resolution 1 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rule 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

2.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Tranche 1 Placement Shares were issued to professional and sophisticated investors who are clients of Westar Capital. The recipients were identified through a bookbuild process, which involved Westar Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers 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) 12,057,261 Shares were issued (comprising of the Tranche 1 Placement Shares) and the Tranche 1 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;

• (d) the Tranche 1 Placement Shares were issued on or around 29 June 2023;

• (e) the issue price was $0.03 per Tranche 1 Placement Share. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;

• (f) the purpose of the issue of the Tranche 1 Placement Shares is outlined at Section 1.1 above; and

• (g) the Tranche 1 Placement Shares were issued pursuant to customary placement offer letters between the Company and the participants, where each participant agreed to subscribe for and the Company agreed to issue one (1) Share at an issue price of $0.03.

3. RESOLUTION 2 – APPROVAL TO ISSUE SHARES

3.1 General

The Company is proposing to issue up to 34,609,406 Shares at an issue price of $0.03 per Share as part of the Placement summarised in Section 1.1 above. These Shares make up part of the Tranche 2 Placement Shares.

As summarised in Section 1.3 above, the Company engaged the services of Westar Capital to manage the Placement. The fees paid by the Company to Westar Capital are summarised in Section 1.3.

5

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The proposed issue of the 34,609,406 Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolutions 2 are passed, the Company will be able to proceed with the issue of the 34,609,406 Shares . In addition, the issue of the 34,609,406 Shares 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 Resolutions 2 is not passed, the Company will not be able to proceed with the issue of the 34,609,406 Shares and reduce the funding to the upcoming exploration programmes detailed in Section 1.1.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the 34,609,406 Shares.

3.3

Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the 34,609,406 Shares that are the subject of Resolution 2 will be issued to professional and sophisticated investors who are clients of Westar Capital. The recipients will be identified through a bookbuild process, which will involve Westar Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company.

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients of the Shares that are the subject of Resolution 2 will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (c) issued more than 1% of the issued capital of the Company;

• (d) the maximum number of Shares to be issued is 34,609,406. The 34,609,406 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;

• (e) the 34,609,406 Shares 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) and it is intended that issue of the 34,609,406 Shares will occur on the same date;

• (f) the issue price of the 34,609,406 Shares will be $0.03 per Share. The Company will not receive any other consideration for the issue of the 34,609,406 Shares;

6

• (g) the purpose for the issue of the 34,609,406 Shares pursuant to Placement is summarised in Section 1.1 above;

• (h) the 34,609,406 Shares were issued pursuant to customary placement offer letters between the Company and the participants, where each participant agreed to subscribe for and the Company agreed to issue one (1) Share at an issue price of $0.03; and

• (i) the 34,609,406 Shares are not being issued under, or to fund, a reverse takeover.

4. RESOLUTION 3 – ISSUE OF SHARES TO RELATED PARTY – ALLAN KELLY

4.1 General

As set out in Section 1.1 above, Director Allan Kelly wishes to participate in the Placement on the same terms as unrelated participants in the Placement

( Participation ).

Accordingly, Resolution 3 seeks Shareholder approval for the issue of 3,333,333 Shares to Allan Kelly (or his nominee/s), as a result of the Participation on the terms set out below.

4.2 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 Shares which constitutes giving a financial benefit and Allan Kelly is a related party of the Company by virtue of being a Director.

The Directors (other than Allan Kelly who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Allan Kelly (or their nominee) on the same terms as Shares issued to nonrelated party participants in the Placement and as such the giving of the financial benefit is on an arm’s length terms.

4.3

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

7

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.

Resolution 3 seeks Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Shares 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 1.1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Shares under the Participation and no further funds will be raised in respect of the Placement.

4.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 3:

• (a) the Shares will be issued to Allan Kelly (or their nominee), who falls within the category set out in Listing Rule 10.11.1, as Allan Kelly is a related party of the Company by virtue of being a Director;

• (b) the maximum number of Shares to be issued to Allan Kelly (or their nominee) is 3,333,333;

• (c) the 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;

• (d) the Shares 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 anticipated the Shares will be issued on the same date;

• (e) the issue price will be $0.03 per Share, being the same issue price as Shares issued to other participants in the Placement. The Company will not receive any other consideration for the issue of the Shares;

8

• (j) the purpose of the Placement is summarised in Section 1.1 above;

• (f) the Shares to be issued under the Participation are not intended to remunerate or incentivise the Director;

• (g) the Shares will be issued pursuant to customary placement offer letters between the Company and the participants, where each participant agreed to subscribe for and the Company agreed to issue one (1) Share at an issue price of $0.03; and

• (h) a voting exclusion statement for Resolution 3 is included in this Notice.

5. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS

5.1 General

As summarised in Section 1.3 above, pursuant to the Lead Manager Mandate, Westar Capital (or its nominee/s) is entitled to subscribe for 25,000,000 Broker Options at an issue price of $0.00001 per Option.

As summarised in Section 2.1 above, 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 shares it had on issue at the start of that period.

The proposed issue of the Broker Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Broker Options. In addition, the issue of the Broker 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 4 is not passed, the Company will not be able to proceed with the issue of the Broker Options and may be in breach of the Lead Manager Mandate.

5.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (a) the Broker Options will be issued to Westar Capital (or its nominee/s);

• (b) the maximum number of Broker Options to be issued is 25,000,000. The terms and conditions of the Broker Options are set out in Schedule 1;

• (c) the Broker 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) and it is intended that issue of the Broker Options will occur on the same date;

• (d) the issue price will be $0.00001 per Broker Options and the Company will raise $250. The Company will not receive any other consideration for the issue of the Broker Options (other than in respect of funds received on exercise of the Options);

9

• (e) the purpose of the issue of the Broker Options is to satisfy the Company’s obligations under the Lead Manager Mandate;

• (f) the Broker Options are being issued to Westar Capital (or its nominee/s)under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 1.3; and

• (g) the Broker Options are not being issued under, or to fund, a reverse takeover.

10

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

Broker Options has the meaning set out in Section 1.3.

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:

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

• (i) a child of the member’s spouse;

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

• (k) 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;

• (l) a company the member controls; or

• (m) 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 Ltd (ACN 635 359 965).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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.

Lead Manager Mandate has the meaning set out in Section 1.3.

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.

11

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Participation has the meaning given in Section 4.1.

Placement has the meaning given in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

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

Rights Issue has the meaning given in Section 1.1.

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.

Tranche 1 Placement Shares has the meaning given in Section 1.1.

Tranche 2 Placement Shares has the meaning given in Section 1.1.

Westar Capital has the meaning given in Section 1.1.

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

12

SCHEDULE 1– TERMS AND CONDITIONS OF BROKER OPTIONS

(a) Entitlement

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

(b)

Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.08 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the day that is the (3) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

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

(e)

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.

(f)

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 ).

(g)

Timing of issue of Shares on exercise

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

• (i) 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;

• (ii) 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

• (iii) 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 (g)(ii) 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

13

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.

(h) Shares issued on exercise

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

(i) 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.

(j) 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.

(k) 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.

(l) Transferability

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

14

==> picture [201 x 87] intentionally omitted <==

[ReplaceNoImages]

==> picture [165 x 33] intentionally omitted <==

==> picture [68 x 33] intentionally omitted <==

==> picture [182 x 15] intentionally omitted <==

==> picture [203 x 16] intentionally omitted <==

==> picture [171 x 16] intentionally omitted <==

==> picture [249 x 91] intentionally omitted <==

==> picture [78 x 13] intentionally omitted <==

==> picture [190 x 12] intentionally omitted <==

==> picture [13 x 12] intentionally omitted <==

==> picture [72 x 11] intentionally omitted <==

==> picture [8 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [26 x 11] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [99 x 12] intentionally omitted <==

==> picture [48 x 12] intentionally omitted <==

==> picture [497 x 12] intentionally omitted <==

==> picture [532 x 542] intentionally omitted <==

==> picture [41 x 13] intentionally omitted <==

==> picture [65 x 13] intentionally omitted <==

==> picture [302 x 12] intentionally omitted <==

==> picture [81 x 11] intentionally omitted <==

==> picture [226 x 12] intentionally omitted <==

==> picture [79 x 12] intentionally omitted <==

==> picture [106 x 12] intentionally omitted <==

==> picture [59 x 12] intentionally omitted <==

==> picture [54 x 12] intentionally omitted <==

==> picture [17 x 11] intentionally omitted <==

==> picture [36 x 11] intentionally omitted <==

==> picture [8 x 11] intentionally omitted <==

==> picture [32 x 11] intentionally omitted <==

==> picture [26 x 11] intentionally omitted <==

==> picture [303 x 11] intentionally omitted <==

==> picture [34 x 11] intentionally omitted <==

==> picture [165 x 12] intentionally omitted <==

==> picture [358 x 12] intentionally omitted <==

==> picture [347 x 11] intentionally omitted <==

==> picture [176 x 11] intentionally omitted <==

==> picture [99 x 11] intentionally omitted <==

==> picture [424 x 11] intentionally omitted <==

==> picture [304 x 12] intentionally omitted <==

==> picture [403 x 11] intentionally omitted <==

==> picture [176 x 12] intentionally omitted <==

==> picture [312 x 12] intentionally omitted <==

==> picture [92 x 11] intentionally omitted <==

==> picture [426 x 11] intentionally omitted <==

==> picture [359 x 11] intentionally omitted <==

==> picture [42 x 14] intentionally omitted <==

==> picture [63 x 14] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [9 x 14] intentionally omitted <==

==> picture [47 x 14] intentionally omitted <==

==> picture [49 x 14] intentionally omitted <==

==> picture [37 x 14] intentionally omitted <==

==> picture [57 x 14] intentionally omitted <==

==> picture [102 x 106] intentionally omitted <==

==> picture [13 x 13] intentionally omitted <==

==> picture [40 x 13] intentionally omitted <==

==> picture [58 x 13] intentionally omitted <==

==> picture [12 x 13] intentionally omitted <==

==> picture [25 x 13] intentionally omitted <==

==> picture [37 x 13] intentionally omitted <==

==> picture [63 x 13] intentionally omitted <==

==> picture [44 x 13] intentionally omitted <==

==> picture [11 x 14] intentionally omitted <==

==> picture [40 x 14] intentionally omitted <==

==> picture [80 x 14] intentionally omitted <==

==> picture [53 x 13] intentionally omitted <==

==> picture [448 x 13] intentionally omitted <==

==> picture [296 x 13] intentionally omitted <==

==> picture [70 x 13] intentionally omitted <==

==> picture [32 x 200] intentionally omitted <==

==> picture [523 x 62] intentionally omitted <==

==> picture [163 x 10] intentionally omitted <==

==> picture [77 x 10] intentionally omitted <==

==> picture [46 x 10] intentionally omitted <==

==> picture [44 x 10] intentionally omitted <==

==> picture [102 x 10] intentionally omitted <==

==> picture [53 x 10] intentionally omitted <==

==> picture [53 x 11] intentionally omitted <==

==> picture [97 x 10] intentionally omitted <==

==> picture [62 x 10] intentionally omitted <==

/ /

==> picture [379 x 8] intentionally omitted <==

==> picture [57 x 8] intentionally omitted <==

==> picture [42 x 223] intentionally omitted <==