MOAB MINERALS LIMITED - Proxy Solicitation & Information Statement 2020

DELECTA LIMITED ACN 009 147 924

NOTICE OF GENERAL MEETING

TIME : 9:00am (WST) DATE : 2 September 2020 PLACE : Level 11 12-14 The Esplanade PERTH WA 6000

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

This Notice of Meeting 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 (WST) on 31 August 2020.

BUSINESS O F THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT 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 7.4 and for all other purposes, Shareholders ratify the issue of 100,000,000 Shares ( Tranche 1 Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely the Tranche 1 Placement Participants) 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.

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT 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 212,625,000 Shares ( Tranche 2 Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, 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:

3962-02/2443327_12

(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.

3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT 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 one free attaching Option for every two Shares subscribed for and issued under the Placement (exercisable at $0.008 each on or before the date which is 3 years from the date of issue) ( Placement Options ), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the Placement (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, the Placement Participants) 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.

4. RESOLUTION 4 – DIRECTOR PARTICIPATION IN PLACEMENT – MR MALCOLM DAY

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 12,500,000 of the Tranche 2 Placement Shares and 6,250,000 of the Placement Options to Mr Malcom Day (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Malcom Day (or his 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. However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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.

5. RESOLUTION 5 – DIRECTOR PARTICIPATION IN PLACEMENT – MR HANS-RUDOLF MOSER

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 12,500,000 of the Tranche 2 Placement Shares and 6,250,000 of the Placement Options to Mr Hans- Rudolf Moser (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Hans- Rudolf Moser (or his 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.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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.

6. RESOLUTION 6 – ISSUE OF OPTIONS TO PLATEAU VENTURES LLC IN CONNECTION WITH SUNRISE ACQUISITION

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 20,000,000 Options to Plateau Ventures LLC (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Plateau Ventures LLC or its nominee) or an associate of that person.

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.

7. RESOLUTION 7 – ISSUE OF OPTIONS TO CPS CAPITAL IN CONSIDERATION FOR PLACEMENT SERVICES

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 20,000,000 Options to CPS Capital Pty Ltd ( Lead Manager Options ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely CPS Capital) 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.

8. RESOLUTION 8 – ISSUE OF OPTIONS TO PAUL LLOYD IN CONSIDERATION FOR CONSULTANCY SERVICES

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 10,000,000 Options to Paul Lloyd (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result

of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Paul Lloyd or his nominee) or an associate of that person.

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.

9. RESOLUTION 9 – ISSUE OF OPTIONS TO GREG SMITH IN CONSIDERATION FOR CONSULTANCY SERVICES

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 10,000,000 Options to Greg Smith on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Greg Smith) or an associate of that person. 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.

10. RESOLUTION 10 – ISSUE OF OPTIONS TO DIRECTOR (MALCOM DAY)

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 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options to Malcom Day (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Malcom Day (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. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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 Prohibition Statement:

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 10 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 10 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 10 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.

11. RESOLUTION 11 – ISSUE OF OPTIONS TO DIRECTOR (BRYAN HUGHES)

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 10.11 and for all other purposes, approval is given for the Company to issue 6,000,000 Options to Bryan Hughes (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Bryan Hughes (or his 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. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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 Prohibition Statement:

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 11 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 11 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 11 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.

12. RESOLUTION 12 – ISSUE OF OPTIONS TO DIRECTOR (DAVID WHEELER)

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 10.11 and for all other purposes, approval is given for the Company to issue 4,000,000 Options to David Wheeler (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of David Wheeler (or his 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. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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 Prohibition Statement:

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 12 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 12 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 12 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.

13. RESOLUTION 13 – ISSUE OF OPTIONS TO COMPANY SECRETARY (JOHN BURNESS)

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 4,000,000 Options to John Burness (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely John Burness or his nominee) 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
(iii) 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
(b) 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.

Dated: 29 July 2020

By Order of the Board

==> picture [100 x 42] intentionally omitted <==

John Burness Company Secretary

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 THE PLACEMENT

1.1 Background

On 24 June 2020, the Company announced its intention to undertake a placement to raise approximately $1,250,000. The final proposed raising will be via the issue of 312,625,000 fully paid ordinary shares in the capital of the Company ( Shares ) at an issue price of $0.004 cents per Share ( Placement Shares ) to raise up to approximately $1,250,500, together with one free attaching unlisted option for every Share issued, exercisable at $0.008 each, on or before the date that is three years from the date of issue ( Placement Options ) ( Placement ).

The Placement is comprised of two tranches as follows:

(a) 100,000,000 Shares, issued on 1 July 2020 pursuant to the Company’s placement capacity under Listing Rule 7.1 (the subject of Resolution 1) ( Tranche 1 Placement Shares ); and
(b) 212,625,000 Shares, which will be issued subject to receipt of Shareholder approval pursuant to Listing Rule 7.1 (the subject of Resolution 2) ( Tranche 2 Placement Shares ),

(together, the Placement Shares ).

On 15 June 2020, the Company entered into a mandate appointing CPS Capital Group Pty Ltd ( CPS ) as lead manager and corporate advisor to the Placement ( Lead Manager Mandate ). Under the Lead Manager Mandate, the Company has agreed to pay/issue to CPS (or its nominee) the following fees:

(a) a management fee of 2%, plus GST, for managing the Placement;
(b) a placing fee of 4%, plus GST, for funds raised via the Placement;
(c) 20,000,000 Options, exercisable at $0.008 each, with an expiry date which is 3 years the date of from issue (the subject of Resolution 7); and
(d) a monthly corporate advisory fee of $5,000 plus GST, where applicable, payable in cash, for the services performed by CPS. The Company’s obligation to pay this fee commenced on 1 July 2020.

The material terms and conditions of the Lead Manager Mandate are summarised in Schedule 2 to this Notice.

Further details of the Placement are set out in the Company’s announcement released on the ASX platform (ASX: DLC) on 24 June 2020 ( Relevant ASX Announcement ).

1.2 Use of Funds

As set out in the Relevant ASX Announcement, the Company has acquired a 60% interest in the share capital of Sunrise Minerals Inc. ( Sunrise ) for consideration of $150,000 ( Sunrise Acquisition ). Sunrise is a Colorado based company that holds the REX Uranium-Vanadium Project. The funds raised from the Placement will be

used towards the Company’s investment in Sunrise, working capital for the Company’s wholesale business, Calvista, and costs associated with the Placement.

2. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

2.1 General

The background to the Placement is set out above in Section 1.1. On 1 July 2020, the Company issued 100,000,000 Tranche 1 Placement Shares at an issue price of $0.004 to raise $400,000.

2.2 Listing Rule 7.1

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

The issue of the Tranche 1 Placement Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 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.

2.4 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 Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

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

2.5 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 CPS Capital Group Pty Ltd (AFSL 295 848) ( CPS Capital ). The recipients were identified through a bookbuild process, which involved CPS Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company;
(b) the Tranche 1 Placement Shares were issued pursuant to Listing Rule 7.1;
(c) 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 1 July 2020;
(e) the issue price was $0.004 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 was to raise capital, which will be applied towards the purposes set out in Section 1.2;
(g) the Tranche 1 Placement Shares were not issued under an agreement; and
(h) a voting exclusion statement is included in Resolution 1 of the Notice.

3. RESOLUTION 2 – APPROVAL FOR TRANCHE 2 PLACEMENT SHARES

3.1 General

As set out above in Section 1.1 above, as part of the Placement, the Company is proposing to issue up to 212,625,000 Tranche 2 Placement Shares to raise up to $850,500.

Subject to Shareholder approval, Directors Malcolm Day and Hans-Rudolf Moser will participate in the Tranche 2 Placement by subscribing for a total of 12,500,000 Tranche 2 Placement Shares at an issue price of $0.004 per Share and 6,250,000 Placement Options, for a total participation of $50,000 each. This participation is the subject of Resolutions 4 and 5. Please refer to Section 5.1 for further information.

As summarised in Section 2.2 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 Tranche 2 Placement Shares does not fall within any of these exceptions 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 Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement 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 Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares. The consequence of Resolution 2 not being passed is that the total funds raised under the Placement will total $400,000 (being the amount raised from the issue of the Tranche 1 Placement Shares) as the Company will be unable to issue the Tranche 2 Placement Shares.

Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Placement 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 Tranche 2 Placement Shares will be issued to professional and sophisticated investors who are clients of CPS Capital. The recipients will be identified through a bookbuild process, which will involve CPS Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients will be related parties of the Company;
(b) the maximum number of Tranche 2 Placement Shares to be issued is 212,625,000. The Tranche 2 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(c) the Tranche 2 Placement 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 Tranche 2 Placement Shares will occur on the same date;
(d) the issue price of the Tranche 2 Placement Shares will be $0.004 per Tranche 2 Placement Share. The Company will not receive any other consideration for the issue of the Tranche 2 Placement Shares;
(e) the purpose of the issue of the Tranche 2 Placement Shares is to raise capital, which will be applied towards the purposes set out in Section 1.2;
(f) the Tranche 2 Placement Shares are not being issued under an agreement;
(g) the Tranche 2 Placement Shares are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolution 2 of the Notice.

4. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS

4.1 General

The background to the Placement is set out above in Section 1.1. Under the Placement, the Company is offering one Placement Option (free attaching, for every 2 Shares subscribed for and issued) to participants under the Placement ( Placement Participants ).

The Placement Options are exercisable at $0.008 each, on or before the date which is 3 years from the date of issue and otherwise on the terms and conditions set out in Schedule 1.

As summarised in Section 2.2 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 Placement Options does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Placement Options.

4.2 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 Placement Options. In addition, the issue of the Placement 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 3 is not passed, the Company will not be able to proceed with the issue of the Placement Options. The consequence of Resolution 3 not being passed is that participants in the Placement will not be issued the Placement Options as the Company agreed to issue these securities subject to receipt of Shareholder approval.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Options.

4.3 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 3:

(a) the Placement Options will be issued to the Placement Participants, who are professional and sophisticated investors identified by CPS Capital. The recipients will be identified through a bookbuild process, which will involve CPS Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the participants will be related parties of the Company;
(b) the maximum number of Placement Options to be issued is equal to 50% of the number of Placement Shares to be issued (rounded down for fractional entitlements) (being approximately 156,312,500 Placement Options) as the Placement Options will be issued free attaching with the Placement Shares on a 1 for 2 basis;

(c) the Placement Options will be issued on the terms and conditions set out in Schedule 1;
(d) the Placement 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 Placement Options will occur progressively;
(e) the issue price will be nil per Placement Option as the Placement Options will be issued free attaching with the Placement Shares on a 1 for 2 basis. The Company will not receive any other consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Options);
(f) the purpose of the issue of the Placement Options is to meet the terms of the issue of the Placement Shares (Issued to raise capital for the Company which will be applied towards the purposes set out in Section 1.2);
(g) the Placement Options are not being issued under an agreement;
(h) the Placement Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 3 of the Notice.

5. RESOLUTIONS 4 AND 5 – DIRECTOR PARTICIPATION IN TRANCHE 2 OF THE PLACEMENT

5.1 General

As set out in Section 3.1 above, Directors Malcolm Day and Hans-Rudolf Moser wish to participate in the Tranche 2 Placement ( Director Participation ). The Director Participation will be on the same terms as unrelated participants in the Placement.

Accordingly, the Company is seeking:

(a) Shareholder approval under Resolution 4 for the issue of 12,500,000 of the Tranche 2 Placement Shares and 6,250,000 of the Placement Options to Malcolm Day (or his nominee); and
(b) Shareholder approval under Resolution 5 for the issue of 12,500,000 of the Tranche 2 Placement Shares and 6,250,000 of the Placement Options to Hans-Rudolf Moser (or his nominee),

(together, the Tranche 2 Director Placement Securities ) on the terms set out below.

5.2 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 Director Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr Day and Mr Rudolf-Moser are related parties of the Company by virtue of being Directors of the Company.

The Directors (other than Mr Day and Mr Rudolf-Moser who have a material personal interest in Resolutions 4 and 5, respectively) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Director Participation because the Tranche 2 Director Placement Shares will be issued to Mr Day and Mr Rudolf-Moser (or their nominees) on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

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

Resolutions 4 and 5 seeks Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 and 5 are passed, the Company will be able to proceed with the issue of the Tranche 2 Director Placement Securities under the Director 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 1.2 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 Resolutions 4 and 5 are not passed, the Company will not be able to proceed with the issue of the Tranche 2 Director Placement Securities under the Director Participation and the relevant Placement funds will not be raised from the Directors.

5.5 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 Resolutions 4 and 5:

(a) the Tranche 2 Director Placement Securities will be issued to Malcolm Day and Hans Rudolf-Moser (or their respective nominees), who each fall within the category set out in Listing Rule 10.11.1, as each of them is a related party of the Company by virtue of being a Director;
(b) the maximum number of Shares and Options to be issued is 12,500,000 Shares and 6,250,000 Options to each of Malcolm Day and Hans-Rudolf Moser (or their nominees), being an aggregate of 25,000,000 Shares and 12,500,000 Options;
(c) the Shares forming part of the Tranche 2 Director Placement Securities 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 Options forming part of the Tranche 2 Director Placement Securities will be issued on the terms and conditions set out in Schedule 1 (being the same terms and conditions as the Placement Options). The Shares issued on exercise of the Placement Options 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 Tranche 2 Director Placement Securities 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 Tranche 2 Director Placement Securities under the Director Participation will be issued on the same date as the other Tranche 2 Placement Shares and the other Placement Options;
(f) the issue price will be $0.004 per Share and nil per Option as the Options will be issued free attaching with the Shares on a 1 for 2 basis. The Company will not receive any other consideration for the issue of the Shares;
(g) the purpose of the issue of Shares under the Participation is to raise capital, to be applied towards the purposes set out in Section 1.2 above;
(h) the issue of the Tranche 2 Director Placement Securities under the Director Participation is not intended to remunerate or incentivise the Directors;
(i) the Shares and Placement Options are not being issued under an agreement; and
(j) voting exclusion statements are included in Resolutions 4 and 5 of the Notice.

6. RESOLUTION 6 – ISSUE OF OPTIONS TO PLATEAU VENTURES LLC FOR SUNRISE ACQUISITION

6.1 General

An overview of the Sunrise Acquisition is set out above in Section 1.2. In connection with the Sunrise Acquisition, the Company has entered into a binding terms sheet with Sunrise ( Sunrise Terms Sheet ), pursuant to which the Company has agreed to issue 20,000,000 Options to Plateau Ventures LLC, one of the current shareholders of Sunrise ( Sunrise Acquisition Options ). Plateau Ventures LLC is not a related party or substantial holder of the Company. The material terms and conditions of the Sunrise Terms Sheet are set out in Schedule 3.

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

6.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Sunrise Acquisition Options. In addition, the issue of the Sunrise Acquisition Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Sunrise Acquisition Options. The Sunrise Terms Sheet provides that if Shareholder approval is not obtained for the issue of the Options, the parties must mutually agree on alternative consideration.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Sunrise Acquisition Options.

6.3 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 6:

(a) the Sunrise Acquisition Options will be issued to Plateau Ventures LLC (or its nominee), who is not a related party of the Company;
(b) the maximum number of Sunrise Acquisition Options to be issued is 20,000,000. The terms and conditions of the Sunrise Acquisition Options are set out in Schedule 1;
(c) the Sunrise Acquisition 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 Sunrise Acquisition Options will occur on the same date;
(d) the Sunrise Acquisition Options will be issued at a nil issue price, in consideration for the Sunrise Acquisition;

(e) the purpose of the issue of the Sunrise Acquisition Options is to satisfy the Company’s obligation under the Sunrise Terms Sheet, the material terms and conditions of which are set out in Schedule 3 to this Notice;
(f) the Sunrise Acquisition Options are being issued under the Sunrise Terms Sheet, the material terms and conditions of which are set out in Schedule 3 to this Notice;
(g) the Sunrise Acquisition Options are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolution 6 of the Notice.

7. RESOLUTION 7 – ISSUE OF OPTIONS TO CPS CAPITAL IN CONSIDERATION FOR PLACEMENT SERVICES

7.1 General

On 15 June 2020, the Company entered into a mandate to appoint CPS Capital Group Pty Ltd ( CPS ) as lead manager and corporate advisor to the Offer ( Lead Manager Mandate ). Pursuant to the Lead Manager Mandate, the Company has agreed to issue CPS Capital 20,000,000 Placement Options ( Lead Manager Placement Options ).

The material terms and conditions of the Lead Manager Mandate are summarised in Schedule 2 to this Notice.

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

7.2 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager 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 7 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options.

Resolution 7 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options.

7.3 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 7:

(a) the Lead Manager Options will be issued to CPS Capital (or its nominee), who is not a related party of the Company;

(b) the maximum number of Lead Manager Options to be issued is 20,000,000. The terms and conditions of the Lead Manager Options are set out in Schedule 1;
(c) the Lead Manager 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 Lead Manager Options will occur on the same date;
(d) the Lead Manager Options will be issued at a nil issue price, in consideration for the lead manager and corporate advisory services to be provided to the Company;
(e) the purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Lead Manager Mandate;
(f) the Lead Manager Options are being issued to CPS Capital under the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Schedule 2;
(g) the Lead Manager Options are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolution 7 of the Notice.

8. RESOLUTIONS 8 AND 9 – APPROVAL TO ISSUE OPTIONS IN CONSIDERATION FOR CONSUTLANCY SERVICES PROVIDED

8.1 General

On 1 July 2020 the Company entered into consultancy agreements pursuant to which the Company engaged:

(a) Greg Smith to provide geological services to the Company: and
(b) Paul Lloyd to provide corporate advisory services to the Company,

(together, the Consultancy Agreements ). Summaries of the material terms of the Consultancy Agreements are set out in Schedule 4. Under the Consultancy Agreements, the Company has agreed to issue Paul Lloyd and Greg Smith 10,000,000 Options each ( Consultancy Options ).

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

8.2 Technical information required by Listing Rule 14.1A

If Resolutions 8 and 9 are passed, the Company will be able to proceed with the issue of the Consultancy Options. In addition, the issue of the Consultancy 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 Resolutions 8 and 9 are not passed, the Company will not be able to proceed with the issue of the Consultancy Options. The Consultancy Agreements both provide that if Shareholder approval is not obtained for the issue of the Options, the parties must mutually agree on alternative consideration.

Resolutions 8 and 9 seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consultancy Options.

8.3 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 Resolutions 8 and 9:

(a) the Consultancy Options will be issued to Paul Lloyd and Greg Smith (or their nominees), who are not related parties of the Company;
(b) the maximum number of Consultancy Options to be issued is 20,000,000 (being 10,000,000 Consultancy Options to Paul Lloyd pursuant to Resolution 8 and 10,000,000 Consultancy Options to Greg Smith pursuant to Resolution 9). The terms and conditions of the Consultancy Options are set out in Schedule 1;
(c) the Consultancy 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 Consultancy Options will occur on the same date;
(d) the Consultancy Options will be issued at a nil issue price, in consideration for services provided by Paul Lloyd and Greg Smith;
(e) the purposes of the issue of the Consultancy Options is to satisfy the Company’s obligations under the Consultancy Agreements and to raise capital to be applied towards the purposes set out in Section 1.2 of this Notice;
(f) the Consultancy Options are being issued under the Consultancy Agreements, summaries of the material terms of which are set out in Schedule 4;
(g) the Consultancy Options are not being issued under, or to fund, a reverse takeover; and
(h) voting exclusion statements are included in Resolutions 8 and 9 of the Notice.

9. RESOLUTIONS 10-12 – ISSUE OF OPTIONS TO DIRECTORS

9.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 16,000,000 Options ( Related Party Options ) to Directors Malcom Day, Bryan Hughes and David Wheeler (or their nominees) ( Related Parties ) on the terms and conditions set out below.

The full terms of the Related Party Options are set out in Schedule 1.

Resolutions 10 to 12 seek Shareholder approval for the issue of the Related Party Options to the Related Parties.

9.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 5.2 above.

The issue of Related Party 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 Related Party Options are proposed to be issued to all of the Directors other than Hans-Rudolf Moser,, 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 Related Party Options. Accordingly, Shareholder approval for the issue of Related Party Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

9.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 5.3 above.

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

Resolutions 10 to 12 seek the required Shareholder approval for the issue of the Related Party Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

9.4 Technical information required by Listing Rule 14.1A

If Resolutions 10 to 12 are passed, the Company will be able to proceed with the issue of the Related Party Options to the Related Parties 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). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Options (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 10 to 12 are not passed, the Company will not be able to proceed with the issue of the Related Party Options.

9.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 10 to 12:

(a) the Related Party Options will be issued to the following persons:
(i) Malcolm Day (or his nominee) pursuant to Resolution 10;
(ii) Bryan Hughes (or his nominee) pursuant to Resolution 11; and
(iii) David Wheeler (or his nominee) pursuant to Resolution 12,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director.

(b) the maximum number of Related Party Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 16,000,000 comprising:
(i) 6,000,000 Related Party Options to Malcolm Day (or his nominee) pursuant to Resolution 10;
(ii) 6,000,000 Related Party Options to Bryan Hughes (or his nominee) pursuant to Resolution 11; and
(iii) 4,000,000 Related Party Options to David Wheeler (or his nominee) pursuant to Resolution 12.
(c) the terms and conditions of the Related Party Options are set out in Schedule 1;
(d) the Related Party Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Related Party Options will occur on the same date;
(e) the issue price of the Related Party Options will be nil. The Company will not receive any other consideration in respect of the issue of the Related Party Options (other than in respect of funds received on exercise of the Related Party Options);
(f) the purpose of the issue of the Related Party 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;
(g) the Related Party Options are unquoted Options. The Company has agreed to issue the Related Party Options to the Related Parties subject to Shareholder for the following reasons:
(i) the Related Party Options are unquoted; therefore, the issue of the Related Party 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 Related Party 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 Related Party Options on the terms proposed.

(h) the number of Related Party Options to be issued to each of the Related Parties has been determined based upon a consideration of:
(i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(ii) the remuneration of the Related Parties; and
(iii) incentives to attract and ensure continuity of service/retain the service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

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

(i) 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	Previous Financial Year
Malcolm Day	$327,600	$327,6001
Bryan Hughes2	$65,700	41,865
David Wheeler3	$40,000	N/A

Notes:

Comprising Directors Salary/Fees of $80,000, consultancy fees of $240,000 and a superannuation payment of $7,600.
Appointed 4 November 2019.
Appointed 22 June 2020.

(j) the value of the Related Party Options and the pricing methodology is set out in Schedule 5;

(k) the Related Party Options are not being issued under an agreement;
(l) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	Options
Malcolm Day	171,139,768	Nil
Bryan Hughes	Nil	Nil
David Wheeler	Nil	Nil

Notes:

Fully paid ordinary shares in the capital of the Company (ASX: DLC).
(m) if the Related Party Options issued to the Related Parties are exercised, a total of 16,000,000 Shares would be issued. This will increase the number of Shares on issue from 795,996,205 (being the total number of Shares on issue as at the date of this Notice) to 811,996,205 (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 1.97%, comprising 0.73%% by Malcolm Day, 0.73%% by Bryan Hughes and 0.18% by David Wheeler;

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

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

==> picture [348 x 159] intentionally omitted <==

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

Price Date
Highest $0.009 30/06/2020
Lowest $0.004 06/09/2019, 26/11/2019 –
19/12/2019, 7/01/2020 –
9/01/2020, 21/01/2020 –
18/02/2020, 27/02/2020 –
17/03/2020, 20/03/2020,
9/04/2020, 28/04/2020,
7/05/2020, 14/05/2020
and 15/05/2020
Last $0.005 28/07/2020
----- End of picture text -----

(o) Hans-Rudolf Moser recommends that Shareholders vote in favour of Resolutions 10 to 12 for the reasons set out in Sections 9.5(f) and 9.5(g). In forming his recommendation, Hans-Rudolf Moser considered the experience of the Related Parties, the current market price of Shares, the current market standards and practices when determining the number of Related Party Options to be issued to each of the Related Parties, as well as the exercise price and expiry date of those Related Party Options;
(p) each Director (other than Hans-Rudolf Moser) has a material personal interest in the outcome of Resolutions 10 to 12 on the basis that the Directors (other than Hans-Rudolf Moser) (or their nominees) are to be issued Related Party Options should Resolutions 10 to 12 be passed. For this reason, the Directors (other than Hans-Rudolf Moser) do not believe that it is appropriate to make a recommendation on Resolutions 10 to 12 of this Notice;
(q) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 10 to 12; and
(r) a voting exclusion statement is included in Resolutions 10 to 12 of the Notice.

10. RESOLUTION 13 – APPROVAL TO ISSUE OPTIONS TO COMPANY SECRETARY (JOHN BURNESS)

10.1 General

The Company is proposing to issue up to 4,000,000 Options exercisable at $0.008 per Option and expiring 3 years from the date of issue to John Burness in part consideration for company secretarial services provided by Mr Burness ( Company Secretary Options ).

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

10.2 Technical information required by Listing Rule 14.1A

If Resolution 13 is passed, the Company will be able to proceed with the issue of the Company Secretary Options. In addition, the issue of the Company Secretary 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 13 is not passed, the Company will not be able to proceed with the issue of the Company Secretary Options.

Resolution 13 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Company Secretary Options.

10.3 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 13:

(a) the Company Secretary Options will be issued to John Burness (or his nominee), who is not a related party of the Company;
(b) the maximum number of Company Secretary Options to be issued is 4,000,000. The terms and conditions of the Company Secretary Options are set out in Schedule 1;
(c) the Company Secretary 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 Company Secretary Options will occur on the same date;
(d) the Company Secretary Options will be issued for nil consideration as they will be issued to Mr Burness in part consideration for company secretarial services provided to the Company. The Company will not receive any consideration for the issue of the Company Secretary Options (other than in respect of funds received on exercise of the Options);
(e) the purpose of the issue of the Company Secretary Options is remunerate Mr Burness for company secretarial services provided to the Company;

(f) the Company Secretary Options are not being issued under an agreement;
(g) the Company Secretary Options are not being issued under, or to fund, a reverse takeover; and
(h) a voting exclusion statement is included in Resolution 13 of the Notice.

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.

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 Delecta Limited (ACN 009 147 924).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Director Participation has the meaning in Section 4.1.

Tranche 2 Director Placement Securities has the meaning in Section 4.1.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by 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.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement has the meaning in Section 1.1.

Placement Options has the meaning in Resolution 3.

Placement Participants means those persons who subscribe for Placement Shares and Placement Options.

Proxy Form means the proxy form accompanying the Notice.

Related Parties has the meaning in Section 6.1.

Related Party Options has the meaning in Section 9.1.

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.

Tranche 1 Placement has the meaning in Section 1.1.

Tranche 1 Placement Participants has the meaning in Section 1.1.

Tranche 1 Placement Shares has the meaning in Section 1.1.

Tranche 2 Placement has the meaning in Section 2.1.

Tranche 2 Placement Participants has the meaning in Section 2.1. Tranche 2 Placement Shares has the meaning in Section 1.1.

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

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each 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 $0.008 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is 3 years from the date of issue of the Options ( 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 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.

SCHEDULE 2 – SUMMARY OF LEAD MANAGER MANDATE

On 15 June 2020, the Company entered into a mandate to appoint CPS Capital Group Pty Ltd ( CPS ) as lead manager and corporate advisor in respect of the Placement, as well as on an ongoing basis ( Lead Manager Mandate ).

The material terms and conditions of the Lead Manager Mandate are as follows:

(a) Fees

Under the Lead Manager Mandate, the Company has agreed to pay/issue to CPS (or its nominee):

(i) a management fee of 2%, plus GST, for managing the placement;
(ii) a placing fee of 4%, plus GST, for funds raised via the Placement;
(iii) 20,000,000 options, exercisable at $0.008 each, with an expiry date which is 3 years the date of from issue, at an issue price of $0.00001; and
(iv) a monthly corporate Advisory fee of $5,000 plus GST, where applicable, payable in cash, for the services performed by CPS.

(b) Expenses

Under the Lead Manager Mandate, the Company has agreed:

(i) reimbursements, excluding travel expenses, to CPS may only be made if prior written approval has been given for CPS to be reimbursed for such expenses; and
(ii) CPS shall be entitled to reimbursement of reasonable expenses in undertaking its role including including business class fares for overseas travel and economy class fares for Australian domestic travel, accommodation, meals, telephone and other costs as required to perform this role:
(A) hotel accommodation shall not exceed $500 per day and other per diem expenses shall be limited to $450 per day; and
(B) any travel requests and expenses above $1,000 will not be incurred without the prior approval of the Chairman and or his Nominee.

(c) Termination

CPS may terminate the Lead Manager Mandate:

(i) by fourteen (14) days’ notice in writing to that effect:
(A) if the Company commits or allows to be committed a material breach of any of the terms or conditions of this Agreement; or
(B) if any warranty or representation given or made by DLC is not complied with or proves to be untrue in any respect.

(ii) immediately by notice in writing to that effect if:
(A) if the Company becomes insolvent, has a receiver, administrative receiver or manager or administrator appointed over the whole of or any of their assets, enters into any composition with creditors generally or has an order made or resolution passed for it to be wound up; or
(B) if a court makes an administration order with respect to DLC or any composition in satisfaction of its debts of or a scheme of arrangement of the affairs of the Company.
(iii) This Agreement may be terminated by the Company, by seven (7) days written notice. In this event, any outstanding expenses will be immediately payable.

The Lead Manager Mandate contains otherwise standard terms and conditions for an agreement of this nature.

SCHEDULE 3 – SUMMARY OF SUNRISE TERMS SHEET

The Company entered into a binding terms sheet with Sunrise Minerals Inc ( Sunrise ) pursuant to which the Company agreed to acquire a 60% interest in Sunrise via subscription for 1,500 fully paid ordinary shares in the capital of Sunrise ( Sunrise Shares ) for $150,000 ( Subscription Amount ) ( Sunrise Terms Sheet ).

The material terms and conditions of the Sunrise Terms Sheet are as follows:

(a) Issue

Subject to the Company subscribing for the 1,500 Sunrise Shares, the Sunrise shall, within 7 business days of receipt of cleared funds for the total amount being subscribed:

(i) issue the Sunrise Shares which are validly subscribed for by the Company; and
(ii) record the Company as the holder of the Sunrise Shares in its register of shareholders and provide to the Company a certificate showing the Company as the holder of the relevant Sunrise Shares.

(b) Issue of Subscriber Options

Subject to receipt of the approval of shareholders at a general meeting, the Company agrees to issue 20,000,000 options to acquire fully paid ordinary shares in the capital of the Company ( Options ) to one of the current current shareholders of Sunrise, Plateau Ventures LLC (or their nominee).

If Shareholder approval is not obtained for the issue of the Options, the parties must mutually agree on alternative consideration.

(c) Application of Subscription Amount

Unless otherwise agreed in writing between the parties, the Subscription Amount must be used by the Company towards the following items in relation to the Company’s 256 Bureau of Land Management ( BLM ) claims making up the REX Uranium/Vanadium Project:

(i) BLM annual fees payable by 1 September 2020;
(ii) staking of BLM claims;
(iii) county fees on BLM claims;
(iv) mapping and sampling over project area; and
(v) further initial exploration to be determined by the Company.

(d) Default

If any party ( Defaulting Party ) shall make default in the due observance or performance of any of its obligations under the Terms Sheet the observance or performance of which is or becomes essential and such default shall continue for 14 days after the receipt of a notice in writing from the other party ( Non Defaulting Party ) to remedy the default then the Non Defaulting Party may, without further notice to the Defaulting Party:

(i) rescind the Sunrise Terms Sheet and be entitled to such damages as to which the Non-Defaulting Party would be entitled at common law or in equity; and/or
(ii) sue the Defaulting Party for specific performance.

SCHEDULE 4 – SUMMARY OF CONSULTANCY AGREEMENTS

Consultancy Agreement with Paul Lloyd (Resolution 8)

The material terms and conditions of the Consultancy Agreement between the Company and Paul Lloyd ( Consultant ) are as follows:

(a) Services

The Company engages the Consultant to provide both office and field based consulting services, including but not limited to project marketing, project planning and exploration and project generation services in respect of Sunrise Minerals Inc. and any further project introduced and/or acquired by the Company whilst the Company continues to engage the Consultant.

(b) Term and termination

The engagement of the Consultant is effective from 1 July 2020. The Company and /or the Consultant may terminate the Consultancy Agreement at any time on the provision of 14 days written notice.

(c) Fees

In consideration for the Consultant providing the services, the Company shall pay the Consultant the following rates as approved by the Company:

(i) Office - $130 per hour to a maximum of $1,250 per day; and
(j) Field - $130 per hour to a maximum of $1,250 per day.

The Company will also, subject to receipt of Shareholder approval, issue the Consultant (or his nominee) with 10,000,000 Options exercisable at $0.008 on or before that date that is 3 years from the date of issue of the Options. If Shareholder approval is not obtained for the issue of the Options, the parties must mutually agree on alternative consideration.

Consultancy Agreement with Greg Smith (Resolution 9)

The material terms and conditions of the Consultancy Agreement between the Company and Greg Smith ( Consultant ) are as follows:

(a) Services

The Company engages the Consultant to provide both office and field based geological services, including agreeing to write and sign off on Company Announcements as a Competent Person as required by the ASX Listing Rules in respect of Sunrise Minerals Inc. and any further project introduced and/or acquired by the Company whilst the Company continues to engage the Consultant.

(b) Term and termination

The engagement of the Consultant is effective from 1 July 2020. The Company and /or the Consultant may terminate the Consultancy Agreement at any time on the provision of 14 days written notice.

(c) Fees

In consideration for the Consultant providing the services, the Company shall pay the Consultant the following rates as approved by the Company:

(i) Office - $125 per hour to a maximum of $900 per day; and
(ii) Field - $125 per hour to a maximum of $900 per day.

SCHEDULE 5 – VALUATION O F RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 10, 11 and 12 have been valued by internal management .

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

==> picture [433 x 256] intentionally omitted <==

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

Assumptions: 16,000,000 Options
Valuation date 29 June 2020
Market price of Shares $0.006
Exercise price $0.008
Expiry date (length of time from issue) 3 years
Risk free interest rate 0.25%
Volatility (discount) 100%
Indicative value per Related Party Option 0.4920 cents
Total Value of Related Party Options $78,720
- Malcolm Day $29,520
- Bryan Hughes $29,520
- David Wheeler $19,680
----- End of picture text -----

Note:

The valuations noted above are not necessarily the market prices that the Related Party Options could be traded at and they are not automatically the market prices for taxation purposes.

PROXY FORM

DELECTA LIMITED ACN 009 147 924

GENERAL MEETING

I/We

of:

==> picture [401 x 41] intentionally omitted <==

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 9:00am (WST), on 2 September 2020 at Level 11, 12 - 14 The Esplanade, Perth, WA 6000, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 10, 11 and 12 (except where I/we have indicated a different voting intention below) even though Resolutions 10, 11 ands 12 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

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

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Ratification of Tranche 1 Placement Shares
Resolution 2	Approval to Issue Tranche 2 Placement Shares
Resolution 3	Approval to Issue Placement Options
Resolution 4	Director Participation in Placement – Mr Malcolm Day
Resolution 5	Director Participation in Placement – Mr Hans-Rudolf Moser
Resolution 6	Issue of Options to Plateau Ventures LLC in Connection with Sunrise Acquisition
Resolution 7	Issue of Options to CPS Capital in Consideration for Placement Services
Resolution 8	Issue of Options to Paul Lloyd in Consideration for Consultancy Services
Resolution 9	Issue of Options to Greg Smith in Consideration for Consultancy Services
Resolution 10	Issue of Options to Director (Malcolm Day)
Resolution 11	Issue of Options to Director (Bryan Hughes)
Resolution 12	Issue of Options to Director (David Wheeler)
Resolution 13	Issue of Options to Company Secretary (John Burness)

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

Instructions for completing Proxy Form

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.
( Compliance with Listing Rule 14.11 ): In accordance to Listing Rule 14.11, if you hold Shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the Shares, you are required to ensure that the person(s) or entity/entities for which you hold the Shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

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

4. ( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Lodgement of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Delecta Limited, Building 41, 9 Ashley Street, Braybrook, Victoria, Australia, 3019; or
(b) facsimile to the Company on facsimile number +61 (0) 3 9686 0644; or

so that it is received not less than 48 hours prior to commencement of the Meeting.

AI assistant

MOAB MINERALS LIMITED — Proxy Solicitation & Information Statement 2020

65360_rns_2020-07-28_466a0817-64ae-4171-a8e3-a79bf469960a.pdf

DELECTA LIMITED ACN 009 147 924

NOTICE OF GENERAL MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

Voting Exclusion Statement :

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

Voting Exclusion Statement :

3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS

Voting Exclusion Statement :

4. RESOLUTION 4 – DIRECTOR PARTICIPATION IN PLACEMENT – MR MALCOLM DAY

Voting Exclusion Statement :

5. RESOLUTION 5 – DIRECTOR PARTICIPATION IN PLACEMENT – MR HANS-RUDOLF MOSER

Voting Exclusion Statement :

6. RESOLUTION 6 – ISSUE OF OPTIONS TO PLATEAU VENTURES LLC IN CONNECTION WITH SUNRISE ACQUISITION

Voting Exclusion Statement :

7. RESOLUTION 7 – ISSUE OF OPTIONS TO CPS CAPITAL IN CONSIDERATION FOR PLACEMENT SERVICES

Voting Exclusion Statement :

8. RESOLUTION 8 – ISSUE OF OPTIONS TO PAUL LLOYD IN CONSIDERATION FOR CONSULTANCY SERVICES

Voting Exclusion Statement :

9. RESOLUTION 9 – ISSUE OF OPTIONS TO GREG SMITH IN CONSIDERATION FOR CONSULTANCY SERVICES

Voting Exclusion Statement :

10. RESOLUTION 10 – ISSUE OF OPTIONS TO DIRECTOR (MALCOM DAY)

Voting Exclusion Statement :

Voting Prohibition Statement:

11. RESOLUTION 11 – ISSUE OF OPTIONS TO DIRECTOR (BRYAN HUGHES)

Voting Exclusion Statement :

Voting Prohibition Statement:

12. RESOLUTION 12 – ISSUE OF OPTIONS TO DIRECTOR (DAVID WHEELER)

Voting Exclusion Statement :

Voting Prohibition Statement:

13. RESOLUTION 13 – ISSUE OF OPTIONS TO COMPANY SECRETARY (JOHN BURNESS)

Voting Exclusion Statement :

EXPLANATORY STATEMENT

1. BACKGROUND TO THE PLACEMENT

1.1 Background

(together, the Placement Shares ).

1.2 Use of Funds

2. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES

2.1 General

2.2 Listing Rule 7.1

2.3 Listing Rule 7.4

2.4

Technical information required by Listing Rule 14.1A

2.5 Technical information required by Listing Rule 7.5

3. RESOLUTION 2 – APPROVAL FOR TRANCHE 2 PLACEMENT SHARES

3.1 General

3.2 Technical information required by Listing Rule 14.1A

3.3 Technical information required by Listing Rule 7.1

4. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS

4.1 General

4.2 Technical information required by Listing Rule 14.1A

4.3 Technical information required by Listing Rule 7.1

5. RESOLUTIONS 4 AND 5 – DIRECTOR PARTICIPATION IN TRANCHE 2 OF THE PLACEMENT

5.1 General

5.2 Chapter 2E of the Corporations Act

5.3 Listing Rule 10.11

5.4 Technical information required by Listing Rule 14.1A

5.5 Technical Information required by Listing Rule 10.13

6. RESOLUTION 6 – ISSUE OF OPTIONS TO PLATEAU VENTURES LLC FOR SUNRISE ACQUISITION

6.1 General

6.2 Technical information required by Listing Rule 14.1A

6.3 Technical information required by Listing Rule 7.1

7. RESOLUTION 7 – ISSUE OF OPTIONS TO CPS CAPITAL IN CONSIDERATION FOR PLACEMENT SERVICES

7.1 General

7.2 Technical information required by Listing Rule 14.1A

7.3 Technical information required by Listing Rule 7.1

8. RESOLUTIONS 8 AND 9 – APPROVAL TO ISSUE OPTIONS IN CONSIDERATION FOR CONSUTLANCY SERVICES PROVIDED

8.1 General

8.2 Technical information required by Listing Rule 14.1A

8.3 Technical information required by Listing Rule 7.1

9. RESOLUTIONS 10-12 – ISSUE OF OPTIONS TO DIRECTORS

9.1 General

9.2 Chapter 2E of the Corporations Act

9.3 Listing Rule 10.11

9.4 Technical information required by Listing Rule 14.1A

9.5 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

Notes:

MOAB MINERALS LIMITED Proxy Solicitation & Information Statement 2020