MURRAY COD AUSTRALIA LIMITED — AGM Information 2022

Oct 30, 2022

Murray Cod Australia Limited

ACN 143 928 625

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at Griffith Ex-Servicemen’s Club, 12 Jondaryan Avenue Griffith, New South Wales on Tuesday, 29 November 2022 at 2pm (AEDT).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from a suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (02) 6962 5470.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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MURRAY COD AUSTRALIA LIMITED ACN 143 928 625

Notice of Annual General Meeting

Notice is given that the annual general meeting of Shareholders Murray Cod Australia Limited ( Company ) will be held at Griffith Ex-Servicemen’s Club, 12 Jondaryan Avenue, Griffith, New South Wales on Tuesday, 29 November 2022 at 2pm ( AEDT ) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report.

The reports referred to above are included in the 2022 Annual Report sent to those Shareholders who elected to receive a hard copy. A copy of the report is also available on the Company's website at https://aquna.com.

2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

'That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 – Re-election of Director – Mr Ross Anderson

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

'That Mr Ross Anderson, who retires by rotation in accordance with Article 10.3 of the Constitution, Listing Rule 14.5 and for all other purposes, and, being eligible and offering themself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Approval of 10% Placement Facility

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

'That the Company have the additional capacity to issue Equity Securities provided for in Listing Rule 7.1A on the terms and conditions in the Explanatory Memorandum.'

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Resolution 4 – Termination benefits for Mr Ross Anderson, Mr Mathew Ryan and Ms Wendy Dillon

To consider and, if thought fit, to pass without or without amendment, each as a separate ordinary resolution the following:

'That approval is given for the purposes of Listing Rule 10.19 and sections 200B and 200E of the Corporations Act and for all other purposes, for the Company to give or pay to:

• (a) Mr Ross Anderson, Executive Chairman;

• (b) Mr Mathew Ryan, Managing Director; and

• (c) Ms Wendy Dillon, Chief Financial Officer

of the Company, any benefits that he or she may become entitled to under their respective employment and / or services agreement in connection with the retirement of that person from any office in the Company, as more particularly described in the Explanatory Memorandum.'

Resolution 5 – Appointment of auditor

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

' That, subject to ASIC consenting to the resignation of PinnacleHPC Pty Ltd as auditor of the Company, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, RSM Australia Partners, having been nominated by a shareholder and consented in writing to act as auditor of the Company, be appointed as auditor of the Company with effect from the conclusion of this Meeting or the date of the ASIC consent, whichever is later'.

Resolution 6– Adoption of New Constitution

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

'That for the purposes of section 136(2) and 648G of the Corporations Act and for all other purposes, the existing Constitution be repealed and the New Constitution tabled at this meeting and signed by the Chairperson for the purpose of identification, be adopted as the Constitution of the Company, with effect from the close of the Meeting.'

Resolution 7 – Issue of Incentive Options to Directors

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

"That, pursuant to and in accordance with Listing Rule 10.14 and section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of Incentive Options to Directors (or their respective nominees) under the Scheme as follows:

• (a) 5,000,000 Incentive Options to Mr Ross Anderson;

• (b) 5,000,000 Incentive Options to Mr Mathew Ryan;

• (c) 2,000,000 Incentive Options to Mr Martin Priestley; and

• (d) 2,000,000 Incentive Options to Mr George Commins,

or their respective nominees, on the terms and conditions in the Explanatory Memorandum accompanying this Notice."

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 3, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the 10% Placement Facility, by or on behalf of any persons who are 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 Shareholder), or any associate of those persons;

• (b) for each of the resolutions comprising Resolution 4, by an officer of the Company or any of its child entities who is entitled to participate in a termination benefit;

• (c) for each of the resolutions comprising Resolution 7, by or on behalf of Mr Ross Anderson Mr Mathew Ryan, Mr Martin Priestley, Mr George Commins (or their respective associates) or a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote, 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, 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 prohibitions

Resolution 1 : In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key

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

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 1, the resolutions comprising Resolution 4 and the resolutions comprising

Resolution 7: 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:

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• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, 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.

Further, in accordance with section 200E(2A) of the Corporations Act, a vote on:

• (a) Resolution 4(a) must not be cast (in any capacity) by or on behalf of Mr Ross Anderson (and his nominees) or any of his respective associates;

• (b) Resolution 4(b) must not be cast (in any capacity) by or on behalf of Mr Mathew Ryan (and his nominees) or any of his respective associates; and

• (c) Resolution 4(c) must not be cast (in any capacity) by or on behalf of Ms Wendy Dillon (and his nominees) or any of her respective associates.

However, a vote may be cast by such a person if:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and

• (b) it is not cast on behalf of either of Mr Ross Anderson, Mr Mathew Ryan or Ms Wendy Dillon (or their respective nominees) or an associate of those persons.

BY ORDER OF THE BOARD

Mr Ross Anderson Executive Chairman Murray Cod Australia Limited Dated: 31 October 2022

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MURRAY COD AUSTRALIA LIMITED ACN 143 928 625

Explanatory Memorandum

1 Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Griffith ExServicemen’s Club, 12 Jondaryan Avenue, Griffith, New South Wales on Tuesday, 29 November 2022 at 2pm ( AEDT ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes information about the following to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Re-election of Director – Mr Ross Anderson
Section 6	Resolution 3 – Approval of 10% Placement Facility
Section 7	Resolution 4 – Termination benefits for Mr Ross Anderson, Mr Mathew Ryan and Ms Wendy Dillon
Section 8	Resolution 5 – Appointment of auditor
Section 9	Resolution 6– Adoption of New Constitution
Section 10	Resolution 7 – Issue of Incentive Options to Directors
Schedule 1	Notice of nomination
Schedule 2	Terms of Incentive Options
Schedule 4	Scheme
Schedule 5	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2

Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

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2.1 Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

2.2 Voting in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company will implement arrangements to allow Shareholders to physically attend the Meeting in accordance with COVID-19 protocols and government advice.

The Company will strictly comply with any applicable limitations on indoor gatherings in force at the time of the Meeting. If you attend the Meeting in person, you will be required to adhere to COVID-19 protocols in place at the time of the Meeting.

2.3 Proxies

• (a) Voting by proxy

• Shareholders are encouraged to vote by completing a Proxy Form. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice and in section 2.3(d).

Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

• (b) Proxy vote if appointment specifies way to vote

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

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

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• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• (c) Transfer of non-chair proxy to chair in certain circumstances

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

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

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

• (d) Lodging Proxy Forms

Proxy Forms can be lodged:

Proxy Forms can	be lodged:
By mail:	PO Box 492, Griffith NSW 2680
By email:	companysecretary@aquna.com

2.4 Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

Subject to the following paragraph, if the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

For Resolution 4, Mr Ross Anderson (as the Chair) is a person referred to in the voting prohibition statement applicable to that Resolution (under section 200E of the Corporations Act). Accordingly, the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.

3 Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2022.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at https://aquna.com;

• (b) ask questions about, or comment on, the management of the Company; and

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• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

4 Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the Managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2021 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2023 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution.

Given the material personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution.

5 Resolution 2 – Re-election of Director – Mr Ross Anderson

5.1 General

Article 10.3(c) of the Constitution requires that one third of the Directors (excluding the Managing Director) must retire at each annual general meeting (or if that is not a whole number, the whole number nearest to one third, rounded down). Article 10.3(e) of the Constitution requires that the

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Directors to retire are those who have held their office as Director for the longest period since their last election or appointment to that office.

Article 10.3(f) of the Constitution provides that a Director who retires in accordance with Article10.3(c) is eligible for re-election.

As at the date of this Notice, the Company has three Directors whom are subject to these director rotation requirements and accordingly, one Director must retire.

The Chair of the Company, Mr Ross Anderson, was last elected at the annual general meeting held on 29 November 2019 and has held office the longest since being last elected. Accordingly, Mr Anderson retires by rotation at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2.

If elected, Mr Anderson is not considered to be an independent Director, as Mr Anderson is an executive Director and receives performance-based remuneration from the Company.

5.2 Mr Ross Anderson

Mr Anderson is a chartered accountant with over 30 years’ experience. He is a fellow of the Taxation Institute of Australia and is a chartered tax adviser. He is a registered company auditor and is the principal of the licensed securities dealer, Anderson Investment Services. Mr Anderson brings extensive commercial experience in dealing with agribusiness and capital markets to the Board. He is also the Chairman of ClearPoint Capital Limited, a boutique fund manager specialising in alternative assets.

5.3 Board recommendation

Resolution 2 is an ordinary resolution.

The Board (other than Mr Anderson) recommends that Shareholders vote in favour of Resolution 2 as Mr Anderson has made and continues to make a significant and valuable contribution to the Company. The Board (other than Mr Anderson) believes that the qualifications, skill set and experience of Mr Anderson will continue to enhance the Board’s ability to perform its role and deliver outcomes for shareholders.

6 Resolution 3 – Approval of 10% Placement Facility

6.1

General

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

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( 10% Placement Facility ).

Resolution 3 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(e) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).

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6.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less.

The Company is an eligible entity for these purposes as it is not included in the S&P/ASX 300 Index and has a market capitalisation of $122,440,542, based on the closing price of Shares ($0.16) on 26 October 2022.

(b) What Equity Securities can be issued?

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

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities; Shares.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

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

• (A) plus the number of fully paid Shares issued in the 12 months:

  • (1) under an exception in Listing Rule 7.2 (other than exception 9, 16 or 17);

  • (2) on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

    • the convertible securities were issued or agreed to be issued before the 12 month period; or

    • the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4;

  • (3) under an agreement to issue securities within Rule 7.2 exception 16 where:

    • the agreement was entered into before the 12 month period; or

    • the agreement or issue was approved, or taken under the Listing Rules to be approved, under Listing Rule 7.1 or 7.4; and

  • (4) with Shareholder approval under Listing Rule 7.1 or 7.4. This does not include any issue of Shares under the Company's 15% annual placement capacity without Shareholder approval;

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

• (C) less the number of fully paid Shares cancelled in the 12 months.

Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.

• D is 10%.

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

• (d) At what price can the Equity Securities be issued?

• Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

( Minimum Issue Price ).

• (e) When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of Meeting and will expire on the earlier to occur of:

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

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

• (iii) the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

(f) What is the effect of Resolution 3?

The effect of passing Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to access the 10% Placement Facility to issue Equity Securities without Shareholder Approval provided for in Listing Rule 7.1A. The Company will therefore remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

6.3 Specific information required by Listing Rule 7.3A

Under and for the purposes of Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

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(a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(e) above).

Shareholder approval of the 10% Placement Facility will cease to be valid if Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature of scale of activities) or 11.2 (disposal of main undertaking).

(b) Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.2(d) above).

(c) Purposes of issues under 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition) and/or for general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any Equity Securities.

(d) Risk of economic and voting dilution

Shareholders should note that there is a risk that:

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

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares).

The below table shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 6.2(c)) as at the date of the Notice ( Variable A ), with:

• (i) two examples where Variable A has increased, by 50% and 100%; and

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

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Share on issue (Variable A in Listing Rule 7.1A.2)		Dilution	Dilution
	Issue price per Share	$0.08 50% decrease in Current Market Price	$0.16 Current Market Price	$0.32 100% increase in Current Market Price
765,253,388 Shares Variable A	10% Voting Dilution	76,525,339 Shares	76,525,339 Shares	76,525,339 Shares
	Funds raised	$6,122,027	$12,244,054	$24,488,108
1,147,880,082 Shares 50% increase in Variable A	10% Voting Dilution	114,788,008 Shares	114,788,008 Shares	114,788,008 Shares
	Funds raised	$9,183,041	$18,366,081	$36,732,163
1,530,506,776 Shares 100% increase in Variable A	10% Voting Dilution	153,050,678 Shares	153,050,678 Shares	153,050,678 Shares
	Funds raised	$12,244,054	$24,488,108	$48,976,217

Notes:

• 1 The table has been prepared on the following assumptions:

• (a) the issue price is the current market price ($0.160), being the closing price of the Shares on ASX on 26 October 2022, being the last day that the Company's Shares traded on the ASX before this Notice was printed;

• (b) Variable A comprises 765,253,388 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4

• (c) the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;

• (d) no convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities; and

• (e) the issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Quoted Options, it is assumed that those Quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• 2 The number of Shares on issue (ie Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

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

• 4 The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

• 5 The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (e) Allocation policy

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

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

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

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

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

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

• (f) Issues in the past 12 months

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 19 November 2021.

The Company did not issue any securities in the 12 months preceding the date of the Meeting.

(g) Voting exclusion statement

At the date of the Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of the Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

6.4 Board recommendation

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 3.

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7 Resolution 4 - Termination benefits for Mr Ross Anderson, Mr Mathew Ryan and Ms Wendy Dillon

7.1 General

Each of the resolutions comprising Resolution 4 seeks Shareholder approval in accordance with Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act), Listing Rule 10.19 and for all other purposes, for the Company to give certain termination benefits to Mr Ross Anderson, Mr Mathew Ryan and Ms Wendy Dillon ( Executives ) in connection with their ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company or a related body corporate in accordance with the terms of their relevant agreements.

As announced to ASX on 31 October 2022, the Company has entered into new arrangements with the Executives. The changes are a result of various recommendations received by the Board (excluding Messrs Anderson and Ryan) of an independent review conducted by an external remuneration consultant and also reflect the niche market in which the Company operates together with the rural location at which the Company is situated.

7.2 Section 200E of the Corporations Act

Under section 200B of the Corporations Act, a company, or a related body corporate of the company, may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by shareholders in accordance with section 200E of the Corporations Act.

Each of Messrs Ross Anderson and Mathew Ryan currently hold 'managerial or executive offices' as their details are included in the Directors' Report by virtue of being Directors. Ms Wendy Dillon is an Executive by virtue of her appointment as Chief Financial Officer.

7.3 Listing Rule 10.19

Listing Rule 10.19 provides that without approval of shareholders, an entity must ensure that no officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that may become payable to all officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules. For the purpose of the Listing Rules, termination benefits include payments, property and advantages that are receivable on termination of employment, engagement or office, except those from any superannuation or provident fund and those required by law to be made.

Depending upon the value of the termination benefits, and the equity interests of the Company at the time such benefits may crystallise, it is uncertain if the value of the termination benefits the subject of Resolution 4 would exceed this 5% threshold. Shareholder approval is being sought under Listing Rule 10.19 in order to give the Company flexibility, in case the value of the termination benefits exceeds this 5% threshold. At present, the value of the termination benefits outlined below do not exceed the 5% threshold in Listing Rule 10.19.

7.4 Specific information required by section 200E(2) of the Corporations Act and Listing Rule 10.19

As noted in the Company's announcement to ASX on 31 October 2022, if the Executive's employment is terminated by the Company for no cause, each of the Executives will be entitled to the following termination payments:

(a) in the case of Mr Ross Anderson:

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• (i) an amount equal to twice his annual total fixed remuneration (which, as at the date of this Notice, is $200,000) at the time of the termination date; and

• (ii) if the Company elects to pay Mr Anderson in lieu of requiring him to serve out his 12 month notice period, an amount equal to up to 12 months of his annual total fixed remuneration;

• (b) in the case of Mr Mathew Ryan:

• (i) an amount equal to twice his annual total fixed remuneration (which, as at the date of this Notice, is $350,000) at the time of the termination date;

• (ii) if the Company elects to pay Mr Ryan in lieu of requiring him to serve out his 12 month notice period, an amount equal to up to 12 months of his annual total fixed remuneration;

• (c) in the case of Ms Wendy Dillon:

• (i) an amount equal to twice her annual total fixed remuneration (which, as at the date of this Notice, is $250,000) at the time of the termination date; and

• (ii) if the Company elects to pay Ms Dillon in lieu of requiring him to serve out her 3 month notice period, an amount equal to up to 3 months of her annual total fixed remuneration.

In each case the agreement between the Executive and the Company provides that where Shareholder approval is not obtained the Executive will only be entitled to be paid the maximum termination benefit permitted by the Corporations Act.

7.5 Board recommendation

The resolutions comprising Resolution 4 are each an ordinary resolution.

The Board (other than Messrs Anderson and Ryan) recommends that Shareholders vote in favour of each of the resolutions comprising Resolution 4 for the reasons set out in Section 7.1.

8 Resolution 5 – Appointment of auditor

Prior to the date of this Notice, PinnacleHPC Pty Ltd ( Pinnacle ) sought consent from ASIC to resign as auditor of the Company pursuant to section 329(5) of the Corporations Act. As of the date of this Notice, ASIC consent for the resignation has not been received.

Accordingly, subject to receipt of ASIC consent in relation to the resignation of Pinnacle as the Company's auditor, Resolution 5 seeks the approval of Shareholders to appoint RSM Australia Partners as the Company's auditor with effect from the conclusion of the Meeting or the date of the ASIC consent, whichever is later.

Under section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act, provided that a copy of the notice of nomination of the auditor has previously been sent to the proposed replacement auditor and to each person entitled to receive a notice of meeting.

Further, section 328A of the Corporations Act provides that a company must not appoint an auditor unless the auditor has first consented to act as auditor and has not withdrawn that consent before the appointment is made.

The Company has received a nomination from one of the Shareholders for RSM Australia Partners to be appointed as the new auditor of the Company, and a copy of the nomination has been sent to the Company Secretary. A copy of the nomination is also attached to this Notice at Schedule 1. RSM Australia Partners provides audit services for small, large and international

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businesses as well as government agencies, individuals and industries. RSM Australia Partners has given its written consent to act as the Company's auditor pursuant to section 328A(1) of the Corporations Act, subject to this Resolution being approved by Shareholders at the Meeting. As at the date of this Notice, RSM Australia Partners has not withdrawn that consent.

The purpose of Resolution 5 is to appoint RSM Australia Partners as the Company's auditor, pursuant to section 327B(1) of the Corporations Act.

If this Resolution is passed, the appointment of RSM Australia Partners as the Company's auditor will take effect at the close of the Meeting. If this Resolution is not passed, the Company will look to appoint a new auditor within one month after the vacancy has occurred in accordance with section 327C(1) of the Corporations Act.

Resolution 5 is a special resolution and as such requires approval of at least 75% of the votes cast by Shareholders present and eligible to vote at the Meeting (by proxy, attorney or otherwise).

9 Resolution 6 – Adoption of New Constitution

9.1 General

Under section 136(2) of the Corporations Act, a company may modify or repeal and replace its constitution, or a provision of its constitution, by special resolution of Shareholders.

Resolution 6 seeks the approval of Shareholders to repeal and replace the Company's existing Constitution with a new Constitution ( New Constitution ).

A copy of the proposed New Constitution is available for review by Shareholders at the office of the Company. A copy of the proposed New Constitution can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

The New Constitution is broadly consistent with the provisions of the existing Constitution, with the key changes summarised in the table set out in Section 9.2.

There have been no fundamental changes to Shareholders' rights, such as the right to participate in dividends or in the event of winding up.

Shareholders will have an opportunity to ask questions about the New Constitution as the Meeting or by contacting the Company Secretary in advance of the Meeting.

If Resolution 6 is passed, the existing Constitution will be repealed in its entirety and replaced with the New Constitution, with effect from the close of the Meeting.

9.2 Summary of material proposed changes in New Constitution

Subject	Summary of new provision	Rule in New Constitution
Virtual meetings	The_Corporations Amendment_ (Meetings and Documents) _Act_2022 amends the Corporations Act to allow for meetings of members to be held physically, as a hybrid or, if expressly permitted by the entity's constitution, virtually (provided that members, as a whole, are given a reasonable	Rule 30

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Subject	Summary of new provision	Rule in New Constitution
	opportunity to participate in the meeting). This provision will permit the Company to hold wholly virtual general meetings so that the Company will be able to take advantage of the increased flexibility and accessibility that the virtual meetings provision offer in respect of general meetings, especially in light of recent unforeseeable events such as COVID 19 that have highlighted the need for companies to be able to adapt quickly. Virtual meetings are those which are held entirely online utilising audio or audio and visual communication technology.
Direct Voting	This provision will allow Shareholders to exercise their voting rights through direct voting (in addition to exercising rights to appoint a proxy). Direct voting is a mechanism by which Shareholders can vote directly on resolutions which are to be determined by poll. Votes cast by direct vote by a Shareholder are taken to have been cast on the poll as if the Shareholder had cast the votes on the poll at the meeting. In order for direct voting to be available, Directors must elect that votes can be cast via direct vote for all or any resolutions and determine the manner appropriate for the casting of direct votes. If such determination is made by the Directors, the notice of meeting will include information on the application of direct voting.	Rule 37(f) Rule 44

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Subject	Summary of new provision	Rule in New Constitution
Officers	Consistent with the definition of 'Officer' in the Corporations Act, the scope of the definition of 'Officers' has been expanded to include senior managers in the Company.	Rule 79
Proportional Takeover Bid Approval	The Company's Constitution contains proportional takeover bid approval provisions (PTBA Provisions) which enable the Company to refuse to register securities acquired under a proportional takeover bid unless a resolution is passed by Shareholders in general meeting approving the offer. Under the Corporations Act, proportional takeover provisions expire after three years from adoption or renewal and may then be renewed. The PTBA Provisions in the current Constitution expired on 16 December 2019 and ceased to apply on that date. This clause of the New Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause. Refer to Section 9.3 for the information required by section 648G of the Corporations Act.	Rule 82

9.3 Information required by section 648G of the Corporations Act

(a) What is a proportional takeover bid? A proportional off-market takeover bid ( PT Bid ) is a takeover offer sent to all Shareholders but only for a specified portion of each Shareholder's Securities. Accordingly, if a Shareholder accepts in full the offer under a PT Bid, it will dispose of the specified portion of its securities in the Company and retain the balance of the Securities.

(b) Effect of renewal

If re-inserted, under rule 82 of the New Constitution if a PT Bid is made to Shareholders of the Company, the board of the Company is required to convene a meeting of Shareholders to vote on a resolution to approve the proportional takeover. That meeting must be held at least 15 days before the offer under the PT Bid closes.

The resolution is taken to have been passed if a majority of Securities voted at the meeting, excluding the Securities of the bidder and its associates, vote in favour of the resolution. If no resolution is voted on at least 15 days before the close of the PT Bid, the

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resolution is deemed to have been passed. Where the resolution approving the PT Bid is passed or deemed to have been passed, transfers of Securities resulting from accepting the PT Bid are registered provided they otherwise comply with the Corporations Act, the ASX Listing Rules, the ASX Operating Rules and the Company's Constitution. If the resolution is rejected, then under the Corporations Act the PT Bid is deemed to be withdrawn.

The Directors consider that Shareholders should have the opportunity to re-insert the PTBA Provisions. Without the PTBA Provisions applying, a PT Bid for the Company may enable effective control of the Company to be acquired without Shareholders having the opportunity to dispose of all of their Securities to the bidder. Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their Securities whilst leaving themselves as part of a minority interest in the Company.

Without the PTBA Provisions, if there was a PT Bid and Shareholders considered that control of the Company was likely to pass, Shareholders would be placed under pressure to accept the PT Bid even if they did not want control of the Company to pass to the bidder. Re-inserting the PTBA Provisions will make this situation less likely by permitting Shareholders to decide whether a PT Bid should be permitted to proceed.

(c) No knowledge of present acquisition proposals

As at the date of this notice, no Director is aware of a proposal by any person to acquire or increase the extent of a substantial interest in the Company.

(d) Potential advantages and disadvantages

The renewal of the PTBA Provisions will enable the Directors to formally ascertain the views of Shareholders about a PT Bid. Without these provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that re-insertion of the PTBA Provisions has no potential advantages or potential disadvantages for them, as they remain free to make a recommendation on whether a PT Bid should be accepted.

The Directors consider that re-inserting the PTBA Provisions benefits all Shareholders in that they will have an opportunity to consider a PT Bid and then attend or be represented by proxy at a meeting of Shareholders called specifically to vote on the proposal. Accordingly, Shareholders are able to prevent a PT Bid proceeding if there is sufficient support for the proposition that control of the Company should not be permitted to pass under the PT Bid. Furthermore, knowing the view of Shareholders assists each individual Shareholder to assess the likely outcome of the PT Bid and whether to accept or reject that bid.

As to the possible disadvantages to Shareholders re-inserting the PTBA Provisions, potentially, the proposal makes a PT Bid more difficult and PT Bids will therefore be discouraged. This may reduce the opportunities which Shareholders may have to sell all or some of their Securities at a premium to persons seeking control of the Company and may reduce any takeover speculation element in the Company's Share price. The PTBA Provisions may also be considered an additional restriction on the ability of individual Shareholders to deal freely on their Securities.

The Directors consider that there are no other advantages or disadvantages for Directors or Shareholders which arose during the period during which the PTBA Provisions were in effect, other than those discussed in this Section.

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On balance, the Directors consider that the possible advantages outweigh the possible disadvantages so that the re-insertion of the PTBA Provisions is in the interest of Shareholders.

9.4 Board recommendation

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders eligible to vote. Votes may be case in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative.

The Board recommends that Shareholders vote in favour of Resolution 6.

10 Resolution 7 – Issue of Incentive Options to Directors

10.1 General

The resolutions comprising Resolution 7 seek Shareholder approval in accordance with Listing Rule 10.14 of the Corporations Act for the grant of a total of 14,000,000 Options ( Incentive Options ) comprising 5,000,000 each to Mr Ross Anderson (Executive Chairman of the

Company) and Mr Mathew Ryan (Managing Director), and 2,000,00 to Mr Martin Priestley and Mr George Commins (Non-Executive Directors), or their respective nominees.

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme:

• (a) a director of the entity (Listing Rule 10.14.1);

• (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); or

• (a) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its Shareholders (Listing Rule 10.14.3),

unless it obtains the approval of its shareholders.

The proposed issue of the Incentive Options falls within Listing Rule 10.14.1 (or Listing Rule 10.14.2 if a Director elects for the Incentive Options to be granted to his nominee) and therefore requires the approval of Shareholders under Listing Rule 10.14.

The resolutions comprising Resolution 7 seek the required Shareholder approval for the proposed issue under and for the purposes of Listing Rule 10.14. As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 and 10.11 is not required.

If the resolutions comprising Resolution 7 are passed, the Company will be able to proceed with the issue of Incentive Options to the Directors (or their respective nominees) in the proportions listed above in Section 10.1.

If the resolutions comprising Resolution 7 are not passed, the Company will not be able to proceed with the issue of the Incentive Options to the Directors (or their respective nominees) and the Company will consider other forms of remuneration, including by the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.

The Incentive Options will be issued for nil cash consideration, exercisable at 143% of the 10-Day VWAP before the grant date and expiring four years from the grant date. The full terms and conditions of the Incentive Options are set out in Schedule 2.

10.2 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Incentive Options:

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• (a) the Incentive Options will be issued under the Scheme to Messrs Anderson, Ryan, Priestley and Commins (or their respective nominees), each of whom is a Director.

• (b) the Directors are related parties of the Company by virtue of being Directors and fall into the category stipulated by Listing Rule 10.14.1. If the Directors elects for the Incentive Options to be granted to their nominees, Listing Rule 10.14.2 will apply.

• (c) The maximum number of Incentive Options to be issued to the Directors (or their respective nominees) is 14,000,000, in the proportions set out in Section 10.1 above.

• (d) the current total remuneration package for each of the Directors as at the date of this Notice is set out below:

Remuneration (per annum)	Mr Ross Anderson1	Mr Mathew Ryan2	Mr Martin Priestley	Mr George Commins
Salary, fees and leave paid	$160,008	$200,000	$30,000	$30,000
Superannuation	-	$20,000	-	-
Share-based payments	$713,235	$713,235	$285,294	$285,294
TOTAL	$873,243	$933,235	$315,294	$315,294

Notes:

1. As announced on 31 October 2022, Mr Anderson has entered into a new executive services agreement pursuant to which his remuneration package will comprise a salary of $200,000 and, subject to Shareholder approval of Resolution 7(a), 5,000,000 Incentive Options (refer to Schedule 2 for the terms of the Incentive Options).

2. As announced on 31 October 2022, Mr Ryan has entered into a new executive services agreement pursuant to which he will receive a salary of $350,000 and, subject to Shareholder approval of Resolution 7 (b), 5,000,000 Incentive Options (refer to Schedule 2 for the terms of the Incentive Options).

3. (e) The following Securities have previously been issued to the Directors (and their associates) under the Scheme and the average acquisition price paid for each Security (if any) is set out below:

Director	Securities	Number	Average acquisition price	Exercise price	Expiry date
Ross Anderson	Options	5,000,000	-	$0.25	3 January 2025
		5,000,000	-	$0.53	25 November 2025
Mathew Ryan	Options	5,000,000	-	$0.25	3 January 2025

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Director	Securities	Number	Average acquisition price	Exercise price	Expiry date
		5,000,000	-	$0.53	25 November 2025
Martin Priestley	Options	2,000,000	-	$0.25	3 January 2025
		2,000,000	-	$0.53	25 November 2025
George Commins	Options	2,000,000	-	$0.25	3 January 2025
		2,000,000	-	$0.53	25 November 2025

• (f) The Incentive Options will be exercisable at a price which is equal to 143% of the 10-Day VWAP before the grant date and will expire four years after the date of issue and otherwise be issued on the terms and conditions in Schedule 2.

• (g) The Board considers that Incentive Options, rather than Shares, are an appropriate form of incentive because the Incentive Options granted will generally only be of benefit if the Directors performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options. The issue of the Incentive Options will therefore further align the interests of the Directors with Shareholders. If all Incentive Options are exercised, it would also result in a cash injection to the Company of $2,430,000 (assuming no cashless-exercise facility is utilised and based on a hypothetical exercise price of $0.243 per Share calculated based on the Share price of $0.170 (being the Share price on 24 October 2022).

• (h) A valuation of the Incentive Options is in Schedule 3, with a summary for each Director below:

Director	Value of Incentive Options
Ross Anderson	$449,822
Mathew Ryan	$449,822
Martin Priestley	$179,929
George Commins	$179,929
TOTAL	$1,259,502

• (i) The Incentive Options will be issued as soon as practicable following the receipt of approval at the Meeting, and in any event, no later than 12 months after the date of the Meeting.

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• (j) The Incentive Options will have an issue price of nil as they will be issued as part of each Director's remuneration package.

• (k) A summary of the material terms of the Scheme is in Schedule 4.

• (l) No loan will be provided to the Directors in relation to the issue of the Incentive Options.

• (m) Details of any Securities issued under the Scheme will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Securities under the Scheme after the Resolutions comprising Resolution 7 are approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

• (n) A voting exclusion statement is included in the Notice.

10.3 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 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 grant of the Incentive Options constitutes giving a financial benefit and the Directors are each a related party of the Company by virtue of being a Director.

The Board has resolved that the issue of the Incentive Options constitutes 'reasonable remuneration' in the circumstances, and therefore falls within the scope of the exception in section 211 of the Corporations Act, having sought advice from an independent remuneration consultant.

10.4 Board recommendation

Each of the resolutions which forms part of Resolution 7 are ordinary resolutions.

The Board (other than Mr Anderson and Mr Ryan who have a material personal interest in the outcome of the Resolutions) recommends that Shareholders vote in favour of each of the resolutions which forms part of Resolution 7.

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Schedule 1

NOTICE OF NOMINATION

Company Secretary Murray Cod Australia Limited 2-4 Lasscock Road Griffith NSW 2680

25 October 2022

Dear Sir / Madam

In accordance with Section 328B(1) of the Corporations Act 2001 (Cth), I Wendy Joy Dillon , being a shareholder of Murray Cod Limited, hereby nominate RSM Australia Partners of 12 Anderson Street West, BALLARAT VIC 3350 for the appointment as auditor of the Company at the 2022 Annual General Meeting to be held on 29 November 2022.

I consent to the distribution of this notice of nomination as required by law.

Wendy Dillon

Dated 25 October 2022

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Schedule 2

Terms of Incentive Options

The terms of the Incentive Options, referred to as Options in this Schedule, are as follows:

1. ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option (once vested).

2. ( Issue Price ): No cash consideration is payable for the issue of the Options.

3. ( Exercise Price ): The Options have an exercise price per Option equal to 143% of the 10-Day VWAP before the grant date of the Options ( Exercise Price ).

4. ( Expiry Date ): The Options expire at 5.00 pm (AEST) on the date that is 4 years after the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. If this falls during a “Blackout Period” as defined in the Company’s securities trading policy, the Expiry Date will be 5pm (AEST) on the date 10 Business Days after the last day of that Blackout Period.

5. ( Exercise Period ): The Options are exercisable at any time after it has vested and prior to the Expiry Date.

6. ( Vesting Conditions ): The Incentive Options will vest as follows, subject to the relevant Director continuing to hold the position of Director at all times until the vesting date:

Percentage of Incentive Options	Vesting Date
25%	1 July 2023
25%	1 July 2024
25%	1 July 2025
25%	1 July 2026

1. ( Quotation of the Options ): The Company will not apply for quotation of the Options on ASX.

3. ( Transferability of the Options ): The Options are not transferable.

4. ( Notice of Exercise ): The Options may be exercised 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.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at 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 ).

1. ( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will:

2. (a) allot and 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;

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• (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

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

• ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 10(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

• ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.

• ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

• ( 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.

• ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment, the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue.

• ( Cessation of employment ): Where the holder (or the person who is entitled to be registered as the holder) of the Options is no longer employed, or their engagement is discontinued (for whatever reason), with the Company, any unexercised Options will automatically lapse and be forfeited on the date that is 3 months from the cessation of that engagement, unless the Board otherwise determines in its sole discretion.

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Schedule 3

Valuation of Options

Director	Ross Anderson	Mathew Ryan	Martin Priestley	George Commins
Number of Incentive Options	5,000,000	5,000,000	2,000,000	2,000,000
Valuation date	20 October 2022	20 October 2022	20 October 2022	20 October 2022
Assumed Share price at grant date	$0.170	$0.170	$0.170	$0.170
Exercise price (assumed)	$0.243	$0.243	$0.243	$0.243
Market value on ASX of underlying Shares at the time of setting the exercise price	$0.170	$0.170	$0.170	$0.170
Exercise price premium to market value	43%	43%	43%	43%
Expiry date	4 years from grant date	4 years from grant date	4 years from grant date	4 years from grant date
Expected volatility	80%	80%	80%	80%
Risk free interest rate	3.46%	3.46%	3.46%	3.46%
Annualised dividend yield	Nil	Nil	Nil	Nil
Value of each Incentive Option	$0.09	$0.09	$0.09	$0.09
Aggregate value of Incentive Option	$449,822	$449,822	$179,929	$179,929

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Schedule 4

Summary of Scheme

The Company has established an employee incentive scheme ( Scheme ). The full terms of the Scheme may be inspected at the registered office of the Company during normal business hours.

1. Eligible Participant

Eligible Participant means a person that:

• (a) is an "ESS participant" (as that term is defined in the Corporations Act); and

• (b) has been determined by the Board to be eligible to participate in the Scheme from time to time.

2. Purpose

The purpose of the Scheme is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to Shareholder value creation; and

• (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Scheme administration

The Scheme will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Scheme rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4.

Eligibility, invitation and application

• (a) The Board may from time to time determine that an Eligible Participant may participate in the Scheme and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

• (b) On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

• (c) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Scheme rules and any ancillary documentation required.

6. Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Scheme.

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Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7.

Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8.

Exercise of Convertible Securities and cashless exercise

To exercise an Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Scheme rules, or such earlier date as set out in the Scheme rules.

9.

Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Scheme rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

10. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Scheme rules:

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• (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event, subject to complying with the Listing Rules.

12. Rights attaching to Scheme Shares

All Shares issued under the Scheme, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Scheme Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Scheme Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Scheme Shares. A Participant may exercise any voting rights attaching to Scheme Shares.

13. Disposal restrictions on Scheme Shares

If the invitation provides that any Scheme Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Scheme Share is subject to any disposal restrictions under the Scheme, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Scheme Share; or

• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

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15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Amendment of Scheme

Subject to the following paragraph, the Board may at any time amend any provisions of the Scheme rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Scheme and determine that any amendments to the Scheme rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Scheme rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

17. Scheme duration

The Scheme continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Scheme for a fixed period or indefinitely, and may end any suspension. If the Scheme is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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Schedule 5

1. Definitions

In the Notice, words importing the singular include the plural and vice versa.

10% Placement Facility	has the meaning given in Section 6.1.
10% Placement Period	has the meaning given in Section 6.2(e).
$ or A$	means Australian Dollars.
AEDT	means Australian Eastern Daylight Time, being the time in
	Sydney, New South Wales.
Annual Report	means the Directors' Report, the Financial Report, and Auditor's
	Report, in respect to the year ended 30 June 2022.
Article	means an article of the Constitution.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the
	context permits, the Australian Securities Exchange operated by
	ASX Limited.
Auditor's Report	means the auditor's report on the Financial Report.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Closely Related Party	means:
	a spouse or child of the member; or
	has the meaning given in section 9 of the Corporations Act.
Company	means Murray Cod Australia Limited (ACN 143 928 625).
Constitution	means the constitution of the Company as at the date of the
	Meeting.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Directors' Report	means the annual directors' report prepared under Chapter 2M of
	the Corporations Act for the Company and its controlled entities.
Equity Security	has the same meaning as in the Listing Rules.
Executives	means Mr Ross Anderson, Mr Mathew Ryan and Wendy Dillon.

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Explanatory Memorandum	means the explanatory memorandum which forms part of the
	Notice.
Financial Report	means the annual financial report prepared under Chapter 2M of
	the Corporations Act for the Company and its controlled entities.
Incentive Options	has the meaning given in Section 10.1.
Key Management	has the same meaning as in the accounting standards issued by
Personnel	the Australian Accounting Standards Board and means those
	persons having authority and responsibility for planning, directing
	and controlling the activities of the Company, or if the Company is
	part of a consolidated entity, of the consolidated entity, directly or
	indirectly, including any Director (whether executive or otherwise)
	of the Company, or if the Company is part of a consolidated entity,
	of an entity within the consolidated group.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Minimum Issue Price	has the meaning given in Section 6.2(d).
New Constitution	has the meaning given in Section 9.1.
Notice	means this notice of annual general meeting.
Option	means an option to acquire a Share.
Pinnacle	means PinnacleHPC Pty Ltd (ACN 118 957 083).
Proxy Form	means the proxy form attached to the Notice.
PT Bid	means a proportional takeover bid as defined in section 9 of the
	Corporations Act.
PTBA Provisions	means the proportional takeover bid approval provisions set out in
	section 9.
Remuneration Report	means the remuneration report of the Company contained in the
	Directors' Report.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Scheme	means the Murray Cod Australia Ltd Employee Incentive Scheme,
	a summary of which is provided in Schedule 4.
Section	means a section of the Explanatory Memorandum.

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Securities	means any Equity Securities of the Company (including Shares,
	Options and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Strike	means a 'no' vote of 25% or more on the resolution approving the
	Remuneration Report.
Trading Day	has the meaning given in the Listing Rules.
VWAP	means volume weighted average market price.

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Proxy Form

MURRAY COD AUSTRALIA LIMITED ACN 143 928 625

P R O X Y F O R M

The Company Secretary By post: By email: MURRAY COD AUSTRALIA LIMITED PO Box 492 companysecretary@aquna.com Griffith NSW 2680

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We[1] _______of ___________

being a Shareholder/Shareholders of the Company and entitled to ______ votes in the Company, hereby appoint:

The Chairman of the Meeting (mark box) ORif you areNOTappointing the Chairman of the Meeting as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting to be held at 2:00pm (AEDT) on Tuesday, 29 November 2022 at Griffith Ex-Servicemen’s Club, 12 Jondaryan Avenue Griffith, New South Wales, on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit, except as provided below).

CHAIR'S VOTING INTENTIONS IN RELATION TO UNDIRECTED PROXIES

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

Important: If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, the resolutions comprising Resolution 4 and the resolutions comprising Resolution 7, even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

Proxy appointments will only be valid and accepted by the Company if they are made and received by 2:00pm (AEDT) on Sunday, 27 November 2022, being no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

			For	Against Abstain	Against Abstain
Resolution	1	Remuneration Report
Resolution	2	Re-election of Director – Mr Ross Anderson
Resolution	3	Approval of 10% Placement Facility
Resolution	4(a)	Termination benefits for Mr Ross Anderson
Resolution	4(b)	Termination benefits for Mr Mathew Ryan
Resolution	4(c)	Termination benefits for Ms Wendy Dillon
Resolution	5	Appointment of Auditor
Resolution	6	Adoption of New Constitution

Resolution 7(a) Issue of Incentive Options to Director – Mr Ross Anderson Resolution 7(b) Issue of Incentive Options to Director – Mr Mathew Ryan Resolution 7(c) Issue of Incentive Options to Director – Mr Martin Priestley Resolution 7(d) Issue of Incentive Options to Director – Mr George Commins

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

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

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

Individual or Shareholder 1 Sole Director and Sole Company Secretary _______ Contact Name	Shareholder 2 Shareholder 3 Director Director/Company Secretary _____ _______ Contact Daytime Telephone Date	Shareholder 3

1Insert name and address of Shareholder

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders should sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the Meeting (AEDT).

Postal address: PO Box 492, Griffith, NSW 2680

Email: by scan and email to companysecretary@aquna.com.