NICO RESOURCES LIMITED

Notice of Annual General Meeting and Ex lanator Statement p y

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ABN 80 649 817 425

Meeting Format

The Meeting is to be held as a physical meeting.

Venue

Boardroom, Mezzanine Floor 190 St George’s Terrace Perth, Western Australia 6000

Time and Date

11.00am (WST) Friday, 29 November 2024

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

Item	Page
Notice of Annual General Meeting	2
Meeting and Voting Information	5
Explanatory Statement	7
Glossary of Terms	15
Schedule – Summary of Employee IncentivePlan	17
Proxy Form	Attached

Important Dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event	Date
Last day for receipt of Proxy Forms – Proxy Forms received after this time will be disregarded	11.00am (WST) Wednesday, 27 November 2024
Snapshot date for eligibility to vote	4.00pm (WST) Wednesday, 27 November 2024
Annual General Meeting	11.00am (WST) Friday,29 November 2024

Voting

In compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 11.00am WST on Wednesday, 27 November 2024.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Nico Resources Limited (ABN 80 649 817 425) ( Company ) will be held at the Conference Room, Mezzanine Floor, 190 St George’s Terrace, Perth, Western Australia 6000 at 11.00am (WST) on Wednesday, 27 November 2024 .

Agenda

Receive and Consider	To receive and consider the annual financial report, Directors’ report and
Reports	Auditor’s report of the Company for the financial year ended 30 June 2024, as
	contained in the Company’s 2024 Annual Report
Resolution 1	To consider and, if thought fit, to pass with or without amendment, the following
Adoption of	resolution as anordinary resolution:
Remuneration Report	That for the purposes of section 250R(2) of the Corporations Act and for all
(advisory only)	other purposes, the Remuneration Report for the financial year ended 30 June 2024, as contained in the Company’s 2024 Annual Report, be adopted by the
	Company.
	Note: This Resolution is advisory only and does not bind the Company or the
	Directors.
Resolution 2	To consider and, if thought fit, to pass with or without amendment, the following
Approval of change of	resolution as anordinary resolution:
Auditor	That for the purposes of section 327B of the Corporations Act and for all other
	purposes, Hall Chadwick WA Pty Ltd, having consented in writing to act as
	auditor, and subject to ASIC’s consent to the resignation of KPMG as existing
	auditor, be appointed as the auditor of the Company and its controlled entities
	effective from the conclusion of Meeting.
Resolution 3	To consider and, if thought fit, to pass with or without amendment, the following
Re-election of Director –	resolution as anordinary resolution:
Roderick Corps	That for the purpose of Listing Rule 14.4, clauses 7.1(h) and 7.3 of the
	Constitution and for all other purposes, Roderick Corps, a Director who retires
	in accordance with clause 7.1(e) of the Constitution and, being eligible, offers
	himself for re-election, is re-elected as a Director.
Resolution 4	To consider and, if thought fit, to pass with or without amendment, the following
Re-approval of	resolution as anordinary resolution:
Employee Incentive Plan	That for the purposes of Listing Rule 7.2, Exception 13 and for all other
	purposes, Shareholders re-approve the Company’s Employee Incentive Plan, a
	summary of which is set out in the Schedule to the Explanatory Statement, and
	for the issue of up to 10,945,058 Equity Securities to eligible participants under
	the plan in reliance on Listing Rule 7.2 (Exception 13), on the terms and
	conditions set out in the Explanatory Statement
Resolution 5	To consider and, if thought fit, to pass with or without amendment, the following
Approval of Additional	resolution as aspecial resolution:
Issuance Capacity	That for the purposes of Listing Rule 7.1A and for all other purposes, approval
	is given for the issue of equity securities up to 10% of the issued capital of the
	Company (at the time of the issue), calculated in accordance with the formula
	prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the
	Explanatory Statement.

Note : Resolution 5 is a special resolution. To be passed, it must be approved by at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Voting Exclusions

Corporations Act voting prohibitions	Corporations Act voting prohibitions
Resolution	Excluded Persons	Exceptions
Resolutions 1 and 4	For the purposes of sections 250BD and 250R(4) of the Corporations Act, a vote on the Resolution must not be cast, and the Company will disregard votes cast:  by or on behalf of a member of Key Management Personnel the details of whose remuneration is included in the Remuneration Report or their Closely Related Parties, regardless of the capacity in which the vote is cast; or  by a proxy for a member of Key Management Personnel at the date of the Meeting or their Closely Related Parties. Any ineligible votes will not be counted in working out a percentage of votes cast or whether the Resolution is approved.	A vote is not prohibited and will not be disregarded if the vote is cast by a proxy on behalf of a person entitled to vote on the Resolution:  in accordance with the directions on how the proxy is to vote, as specified in the proxy appointment; or  by the Meeting Chair in accordance with the express authorisation in the proxy appointment to exercise the proxy even though it is connected with the remuneration of a member of Key Management Personnel.
Listing Rule voting exclusion statements
Resolution	Excluded Persons	Exceptions
Resolution 4	Any votes cast in favour by a person who is eligible to participate in the Employee Incentive Scheme.	The Company need not disregard a vote cast in favour of the Resolution if it is cast by:  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;  the Meeting Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Meeting Chair on the Resolution as the Meeting Chair decides; or  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: `o` the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an ‘associate’ (as defined in the Listing Rules) of a person excluded from voting, on the Resolution; and `o` the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 5	If at the time the approval is sought the entity is proposing to make an issue of equity securities under Listing Rule 7.1A.2, any 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 entity). At the date of this Notice, the Company is not proposing to make an issue of equity securities under Listing Rule 7.1A.2. Accordingly, no votes are currently anticipated to be excluded for the purposes of Listing Rules 7.3A.7 and 14.11.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Explanatory Statement

For further information in relation to the items of business to be considered at the Meeting, please refer to the Explanatory Statement which accompanies this Notice. The Explanatory Statement forms part of this Notice.

Glossary

Unless inconsistent with the context, capitalised terms used in this Notice will have the meanings given to them in the Glossary of Terms set out in the Explanatory Statement.

By order of the Company’s Board of Directors

Amanda Burgess Company Secretary

25 October 2024

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Meeting and Voting Information

Voting entitlement The Board has determined that, for the purposes of voting at the Meeting, Shares will be taken to be held by persons who are registered as the holders of Shares at 4.00pm (WST) on Wednesday, 27 November 2024 .

Participation The Meeting will be a physical meeting held at the Boardroom, MezzanineFloor,190 St George’s Terrace, Perth, Western Australia 6000. Shareholders will not be able to attend and participate online.

Appointment of A Shareholder that is a corporation may appoint an individual to act as its representative Corporate in accordance with section 250D of the Corporations Act. The Shareholder must lodge a Shareholder satisfactory and duly executed appointment document with the Securities Registry in representatives accordance with the instructions below. Appointment of A Shareholder may appoint an attorney to act on the Shareholders’ behalf at the Meeting. attorneys To do so, the Shareholder must lodge a duly executed power of attorney with the Securities Registry in accordance with the instructions below.

Appointment of A Shareholder entitled to attend and vote at the Meeting is entitled to appoint up to two proxies proxies. A proxy does not need to be a Shareholder.

To appoint a second proxy, a Shareholder must state on each Proxy Form (in the appropriate box) the percentage of voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half the Shareholder’s votes. Fractions of votes will be disregarded.

Appointing the Meeting Chair as proxy

Shareholders may appoint the Meeting Chair as their proxy by marking the relevant box on the Proxy Form. Proxy Forms submitted without specifying the name of the proxy or expressly nominating the Meeting Chair as proxy will be deemed an appointment of the Meeting Chair. The Meeting Chair will be deemed proxy for a Shareholder if the proxy named in the Proxy Form does not attend the Meeting.

Directing a proxy how to vote

Shareholders may direct a proxy whether to vote for or against, or to abstain from voting, on a Resolution by marking the relevant box on the Proxy Form. Shareholders may also specify the proportion or number of votes that a proxy may exercise. All votes must be cast in accordance with such directions.

Directed proxies that are not voted on a poll at the Meeting by an appointed proxy will default to the Meeting Chair who will be required to vote proxies as directed on a poll.

Subject any legal restrictions on proxy voting, a proxy may vote on a Resolution at their discretion unless the Proxy Form directs the proxy how to vote on the Resolution.

Voting restrictions that may affect proxy appointment

Voting restrictions under the Corporations Act and/or Listing Rules apply to Resolution 1. Members of the Key Management Personnel (except for the Meeting Chair) and their Closely Related Parties are not able to vote as proxy on Resolution 1 unless the appointing Shareholder directs them how to vote.

This exclusion does not apply to the Meeting Chair if the appointment as proxy expressly authorises the Meeting Chair to vote on matters of Key Management Personnel remuneration. If a Shareholder appoints the Meeting Chair as proxy and does not expressly direct them how to vote, they will be deemed to have authorised the Meeting Chair to vote on Resolution 1 as the Meeting Chair sees fit.

Shareholders intending to appoint the Meeting Chair, a Director or any other member of Key Management Personnel or any of their Closely Related Parties as proxy are encouraged to direct them how to vote on all the Resolutions.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

A Shareholder who appoints a proxy but subsequently attends the Meeting may vote on the items of business at the Meeting. Any such vote by the Shareholder will invalidate the votes cast by their proxy.

Lodgement of Duly completed corporate representative appointment documents, powers of attorney appointment and Proxy Forms (together with any power of attorney or other authority under which documents they are executed, if applicable) must be received by the Securities Registry on or before 11.00am (WST) on Wednesday, 27 November 2024. Documents received after that time will be invalid.

To appoint a proxy please complete the enclosed Proxy Form and deliver as follow:

Online At www.investorvote.com.au

Share Registry – Computershare Investor Services Pty Limited, By mail GPO Box 242, Melbourne Victoria 3001, Australia 1800 783 447 (within Australia) or By fax +61 3 9473 2555 (outside Australia) By mobile Scan the QR Code on your proxy form and follow the prompts For Intermediary Online subscribers only (custodians) please Custodian voting visit www.intermediaryonline.com to submit your voting intentions

Proxy voting The Meeting Chair intends to vote all undirected proxies FOR each of the Resolutions. In intention of exceptional cases, the Meeting Chair may change his or her voting intention, in which case Meeting Chair the Company will make an announcement to ASX in this regard.

Voting procedure Voting on each Resolution at the Meeting will be conducted by way of a poll. Questions by The Meeting Chair will allow a reasonable opportunity at the Meeting for Shareholders Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.

The Meeting Chair will also allow a reasonable opportunity for Shareholders to put questions to the representative of the Auditor about:

the conduct of the audit;
the preparation and content of the Auditor’s report;
the accounting policies adopted by the Company in relation to the preparation of financial statements; and
the independence of the Auditor in relation to the conduct of the audit.

To assist the Board and the Auditor in responding to any questions that you may have, please submit any questions to the Company via email to [email protected] by 11.00 (WST) on Wednesday, 27 November 2024 in the same manner as outlined above for lodgement of appointment documents. The Company will make available at the Meeting questions directed to the Auditor which the Auditor considers relevant to the conduct of the audit of the 2024 Annual Report received in writing before this time. The Meeting Chair will allow a reasonable opportunity for the Auditor to respond to the questions set out on this list.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

1. Annual Financial Report

The Corporations Act requires that the annual financial statements, Directors’ report and Auditor’s report of the Company for the year ended 30 June 2024 be tabled at the Meeting. These reports are contained in the 2024 Annual Report which is available on the Company’s website, www.nicoresources.com.au/investors/, by selecting the ‘Reports’ link.

Shareholders will be given reasonable opportunity to raise questions on these reports and ask questions of the Auditor.

2. Resolution 1: Adoption of Remuneration Report

2.1 Background

Resolution 1 is an ordinary resolution to approve the Remuneration Report. The Remuneration Report is set out in the Directors’ report which forms part of the 2024 Annual Report.

The vote on Resolution 1 is advisory only and does not bind the Board or the Company. Notwithstanding, the Board will take the outcome of the vote into consideration when considering the remuneration policy of the Company going forward. On that basis, the Company encourages all Shareholders to cast their votes on Resolution 1.

2.2 Corporations Act requirements

Section 250R(2) of Corporations Act requires a listed public company put a resolution to its shareholders that the remuneration report set out in the directors’ report for the preceding financial year be adopted. The resolution is advisory only and does not bind the relevant company or its directors.

If 25% or more of votes that are cast on the resolution are voted against the adoption of the remuneration report at two consecutive annual general meetings of a company, its shareholders will be required to vote at the second of those annual general meetings on a resolution (a Spill Resolution ) that a further meeting be held within 90 days at which all of the offices of director are vacated (other than the office of managing director) and each such office will be put to a vote.

A voting exclusion applies to Resolution on the terms set out in the Notice.

2.3 Directors’ recommendation

The Directors decline to make a recommendation as to how Shareholders should vote in respect of Resolution 1 as they each have an interest in the outcome of the Resolution.

3. Resolution 2: Approval of change of Auditor

3.1 Background

Under the Corporations Act, shareholder approval is required for the appointment of a new auditor. It is proposed that Hall Chadwick WA Audit Pty Ltd be appointed as the auditor of the Company and its controlled entities.

KPMG is currently the Company’s auditor. Following receipt of a proposal which the Board considers to be reasonable and competitive in terms, the Board has determined that Hall Chadwick WA Audit Pty Ltd be

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

appointed as the new auditor of the Company and its controlled entities. Hall Chadwick WA Audit Pty Ltd has consented to the appointment subject to ASIC’s consent to the resignation of KPMG as the existing auditor.

KPMG has agreed to resign as auditor with effect from the close of the Meeting and will seek consent from ASIC for the resignation in accordance with section 329(5) of the Corporations Act prior to the Meeting.

Section 328B(1) of the Corporations Act requires that written notice of nomination of a new auditor be received from a member of the Company. The Company has received such a nomination from the Company’s Company Secretary, Amanda Burgess, in her capacity as a member of the Company, nominating the proposed new auditor. A copy of this nomination is set out in Annexure A to this Notice of Meeting.

If Resolution 2 is approved, the appointment of Hall Chadwick WA Audit Pty Ltd as the Company’s new auditor will take effect at the close of the Annual General Meeting.

3.2 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

4. Resolution 3: Re-Election of Roderick Corps as Non-Executive Director

4.1 Background

Mr Roderick Corps was appointed as a Director of the Company on 29 April 2021 and served as managing director of the Company from that time until March 2023. To satisfy the requirements of the Listing Rules and the Constitution, Mr Corps seeks re-election at the Annual General Meeting.

4.2 Listing Rule and Constitutional requirements

Listing Rule 14.4 requires that a director of an entity:

must not hold office (without re-election) past the third annual general meeting following the director’s appointment, or 3 years, whichever is longer; and
appointed to fill a casual vacancy or as an addition to the board must not hold office (without reelection) past the next annual general meeting of the entity.

The rule does not apply to the entity’s managing director, unless there is more than one managing director, in which case only one is entitled not to be subject to re-election. This rule is mirrored in clause 7.1(e) of the Constitution.

Listing Rule 14.5 requires an entity which has directors to hold an election of directors at each annual general meeting. This rule is mirrored in clause 7.3 of the Constitution.

4.3 Biography – Rod Corps, Non-Executive Director

Rod Corps has been involved in the finance industry for over 30 years, having worked as a stockbroker for Porter Western Ltd (now Macquarie Group), and Morgan Stanley and JP Morgan in the United Kingdom. Rod has been a director of Eternal Resources Ltd (taken over by Aziana Ltd - now Brainchip Holdings Ltd ASX:BRN) and Voyager Global Ltd - now Cycliq Group Ltd (ASX:CYQ). From 2013 to 2021 Rod was the corporate & investor relations manager for ASX listed Westgold Resources Ltd (ASX:WGX). He is currently a Non-Executive Chairman of Far Northern Resources Limited (ASX:FNR) and Non-Executive Director of Marketech Limited.

4.4 Resolution

Resolution 3 is an ordinary resolution to approve the re-election of Rod Corps as a Director.

If Resolution 3 is passed, Mr Corps will be re-elected as a non-executive Director of the Company.

If Resolution 3 is not passed, Mr Corps will not be re-elected and he will retire as a Director.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

4.5 Directors’ recommendation

The Directors (other than Mr Corps) recommend that Shareholders vote in favour of Resolution 3. Mr Corps declines to make a voting recommendation noting his interest in the Resolution.

5. Resolution 4: Re-approval of Employee Incentive Plan

5.1 Background

The Company currently operates an Employee Incentive Plan under which Directors, officers, employees and certain contractors may be offered awards pursuant to which they acquire or earn Equity Securities (e.g. Shares, Options and performance rights) in the Company.

The Employee Incentive Plan has been established with the objectives of:

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establishing a method by which eligible participants can participate in the future growth and profitability of the Company through holding of equity interests in the Company;
providing an incentive and reward for eligible participants for their contributions to the Company;
attracting and retaining a high standard of executive, managerial, technical and other personnel for the benefit of the Company; and
aligning the interests of eligible participants more closely with the interests of the Shareholders, by providing an opportunity for eligible participants to hold an equity interest in the Company

A summary of the Employee Incentive Plan is set out in the Schedule.

Shareholder approval is being sought under Resolution 4 for the purposes of Exception 13 of Listing Rule 7.2 to approve the issue of additional Equity Securities under the Employee Incentive Plan.

5.2 Regulatory Requirements

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. However, securities issued pursuant to an exception to Listing Rule 7.1 set out in Listing Rule 7.2 are not counted for the purposes of the limit.

Exception 13 of Listing Rule 7.2 provides that shareholders may approve the issue of Equity Securities under an employee incentive scheme as an exception to Listing Rule 7.1. If such approval is obtained, Listing Rule 7.1 does not apply to an issue of Equity Securities in the listed company made under an employee incentive scheme within three years of the date of the approval.

Relevantly, exception 13 of Listing Rule 7.2 is only available to the Company if:

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shareholders have approved the issue of Equity Securities under the employee incentive scheme within 3 years of the date of any issue under that scheme; and
the number of Equity Securities issued under an employee incentive scheme does not exceed the maximum number set out in an entity’s notice of meeting.

The Employee Incentive Plan was adopted by the Company on 25 August 2021, before the Company was admitted to the official list of ASX on 17 January 2022. The Company therefore seeks Shareholder approval under Exception 13 of Listing Rule 7.2 under Resolution 4 for the purposes of permitting the issue of additional securities under the Employee Incentive Plan as an exception to Listing Rule 7.1.

5.3 Technical Information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to issue up to an additional 10,945,058 Equity Securities under the Plan without further Shareholder approval and without those securities being included in the calculation of the Company’s 15% placement capacity under Listing Rule 7.1 for a period of 3 years from the date Resolution 4 is passed.

If Resolution 4 is not passed, future grants of Equity Securities under the Employee Incentive Plan will be included in the calculation of the Company’s 15% placement capacity under Listing Rule 7.1 until such time as

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

the Company obtains Shareholder approval under Exception 13 of Listing Rule 7.2 for the Employee Incentive Plan in the future. In that scenario, the Board may need to consider alternative remuneration arrangements which are consistent with the Company’s remuneration principles, including providing an equivalent cash longterm incentive, subject to the risk of forfeiture, performance conditions and performance period.

5.4 Listing Rule information requirements

In accordance with the requirements set out in Exception 13(b) of Listing Rule 7.2, the following information is provided in relation to Resolution 4:

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Summary of the Employee Incentive Plan

A summary of the Employee Incentive Plan is set out in the Schedule.

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Maximum number of securities proposed to be issued under the Employee Incentive Plan

The maximum number of securities proposed to be issued under the Employee Incentive Plan within the three-year period from the date of the passing of Resolution 4 is 10,945,058 Equity Securities, representing 10% of the undiluted Shares in the Company as at 27 September 2024 (109,450,575 Shares). The maximum number is not intended to be a prediction of the actual number of securities to be issued under the Employee Incentive Plan, simply a ceiling for the purposes of Listing Rule 7.2 Exception 13(b).

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Previous issues under the Employee Incentive Plan since the entity was listed

The Employee Incentive Plan was adopted by the Company on 25 August 2021, before the Company was admitted to the official list of ASX on 17 January 2022. Since 17 January 2022, the following Equity Securities have been issued to employees under the Employee Incentive Plan

(i) 3,000,000 unquoted options issued on 22 March 2022;
(ii) 1,150,000 unquoted options issued on issued on 6 October 2022;
(iii) 150,000 unquoted options issued on issued on 23 January 2023;
(iv) 450,000 unquoted options issued on issued on 5 February 2023; and
(v) 550,000 unquoted options issued on issued on 9 July 2023,

totalling 5,300,000 Equity Securities.

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A voting exclusion statement

A voting exclusion statement in respect of Resolution 4 is included at page 3 of this Notice.

5.5 Directors’ recommendation

Noting that the Directors may have a personal interest in the outcome of this Resolution 4 by virtue of being eligible to participate in the Employee Incentive Plan, the Directors recommend that Shareholders vote in favour of Resolution 4. This will give the Board the flexibility to issue securities to eligible participants under the Employee Incentive Plan without using the Company’s issuing capacity under Listing Rule 7.1.

6. Resolution 5: Approval of Additional Issuance Capacity

6.1 Background

Resolution 5 seeks Shareholder approval for an additional issuing capacity under Listing Rule 7.1A ( Additional Issuance Capacity ).

If approved, the Resolution will enable the Company to issue additional equity securities (calculated below) over a 12-month period without having to obtain Shareholder approval. If the Resolution is not approved, the Company’s ability to issue equity securities without Shareholder approval will remain limited to the amount permitted under Listing Rule 7.1.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Resolution 5 is a special resolution. It must be passed by at least 75% of the votes cast by Shareholders present and entitled to vote on the Resolution.

6.2 Applicable Listing Rules

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting, to allow it to issue equity securities totalling up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (i.e. the Additional Issuance Capacity). This capacity is in addition to the 15% annual issuance capacity under Listing Rule 7.1.

An “eligible entity” for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company meets the requirements of an eligible entity for this purpose.

6.3 Overview of Listing Rule 7.1A

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Quoted securities

Equity Securities issued under the Additional Issuance Capacity must be the same as an existing class of equity securities of the Company quoted on ASX.

As at the date of this Notice, the Company has only class of quoted equity securities on issue, being fully paid ordinary Shares.

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Formula for calculating Additional Issuance Capacity

Listing Rule 7.1A.2 provides that the Company may issue or agree to issue a number of equity securities calculated in accordance with the following formula under the Additional Issuance Capacity:

Additional Placement Capacity = (A x D) – E

where:

A is the number of Shares on issue 12 months before the commencement of the relevant period:
plus the number of Shares issued in the period from the date the Company was admitted to the official list of ASX to the date immediately preceding the date of the issue or agreement ( Relevant Period ) under an exception in Listing Rule 7.2 (other than exceptions 9, 16 or 17);
plus the number of Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
- the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4;
plus the number of Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the Relevant Period; or
- the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or rule 7.4;
plus the number of Shares issued in the Relevant Period with approval under Listing Rules 7.1 or 7.4;
plus the number of partly paid ordinary securities that became fully paid in the Relevant Period; and
less the number of Shares cancelled in the Relevant Period;

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

D is 10%; and
E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the Shareholders under Listing Rule 7.4.

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Interaction with Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities that an entity may 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, subject to certain exceptions.

The Additional Issuance Capacity under Listing Rule 7.1A is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

6.4 Listing Rule requirements

The following information is provided in relation Resolution 5, in accordance with Listing Rule 7.3A:

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Period over which approval will be valid

An approval under Listing Rule 7.1A commences on the date of the Annual General Meeting at which the approval is obtained and expires on the first to occur of the following:

The date that is 12 months after the date of the Annual General Meeting at which the approval is obtained;
the time and date of Company’s next annual general meeting; and
the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (change to nature or scale of activities) or 11.2 (change involving main undertaking).

(the Additional Issuance Period ). The Company will only issue and allot Equity Securities during the Additional Issuance Period.

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Minimum price at which equity securities may be issued

Equity securities issued under the Additional Issuance Capacity must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, being Shares.

The issue price of any Equity Security under the Additional Issuance Capacity must not be less than 75% of the volume weighted average price ( VWAP ) for securities in the same class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

the date on which the price at which the securities are to be issued is agreed by the entity and the recipient of the securities; or
if the securities are not issued within 10 trading days of the date above, the date on which the securities are issued.

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Purposes for which funds may be used

The Company does not have any current intention to issue equity securities using the Additional Issuance Capacity. However, it may decide to do so for cash consideration to fund working capital requirements, advancing projects (including those outlined in its initial public offer prospectus), potential acquisitions, meet financial commitments and capital management activities.

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

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Risk of economic and voting dilution

Any issue of equity securities under the Additional Issuance Capacity will dilute the interests of Shareholders who do not receive Shares under the issue.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

If Resolution 5 is approved and the Company issues equity securities under the Additional Issuance Capacity, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

the market price for equity securities in the same class may be significantly lower on the issue date of the new equity securities than on the date of the Meeting; and
the new equity securities may be issued at a price that is at a discount to the market price for equity securities in the same class on the issue date.

This may have an effect on the amount of funds raised by the issue of the equity securities.

The table below identifies the potential dilution to existing Shareholders following the issue of equity securities under the Additional Issuance Capacity (based on the formula set out above) using different variables for the number of issued Shares and the market price of Shares.

Number of Shares on issue	Share price	New Shares issued	Funds raised	Voting dilution	Economic dilution
109,450,575 (Shares currently on issue / current variable ‘A’ in Listing Rule 7.1A)	$0.11 (current market price)	10,945,058	$1,203,956	10.00%	0.00%
	$0.0825 (25% decrease)	10,945,058	$902,967	10.00%	2.27%
	$0.055 (50% decrease)	10,945,058	601,978	10.00%	4.55%
164,175,863 (50% increase)	$0.11 (current market price)	16,417,586	1,805,934	10.00%	0.00%
	$0.0825 (25% decrease)	16,417,586	1,354,451	10.00%	2.27%
	$0.055 (50% decrease)	16,417,586	902,967	10.00%	4.55%
218,901,150 (100% increase)	$0.11 (current market price)	21,890,115	2,407,913	10.00%	0.00%
	$0.0825 (25% decrease)	21,890,115	1,805,934	10.00%	2.27%
	$0.055 (50% decrease)	21,890,115	1,203,956	10.00%	4.55%

Notes: The above table has been prepared on the following assumptions:

the current market price is the closing price at which Shares were traded on 27 September 2024 (being $0.11);
the current Shares on issue are the Shares at 27 September 2024 (being 109,450,575 Shares);
the Company issues the maximum number of equity securities available under the Additional Issuance Capacity;

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

existing Shareholders’ holdings do not change from the date of this Meeting to the date of the issue under the Additional Issuance Capacity;
the Company issues Shares only and does not issue other types of equity securities (such as Options) under the Additional Issuance Capacity;
the impact of placements under Listing Rule 7.1 or following the conversion of convertible securities (e.g. Options, Performance Rights) is not included in the calculations; and
economic dilution ( ED ) is calculated using the following formula:

ED = (MP – (NMC / TS)) / MP

where:

MP = the market price of shares traded on ASX, expressed in dollars;

MC = market capitalisation prior to issue of equity securities, being the MP multiplied by the number of shares on issue;

NMC = notional market capitalisation, being the market capitalisation plus the NSV;

NSV = new security value, being the number of new equity securities multiplied by the issue price of those equity securities; and

TS = total shares on issue following new Equity Security issue.

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Allocation policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the Additional Issuance Capacity.

The Company has not yet identified allottees to receive the equity securities under the Additional Issuance Capacity. However, they may include current Shareholders, new investors, or both. None of the allottees will be Related Parties or ‘associate’ (as defined in the Listing Rules) of Related Parties.

Potential allottees will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the purpose of the issue;
the methods of raising funds that are available to the Company including, but not limited to, an entitlements issue or other issue in which existing security holders can participate;
the effect of the issue of the equity securities on the control of the Company;
the financial situation and solvency of the Company;
prevailing market conditions; and
advice from corporate, financial and broking advisers (if applicable).

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Details of prior issues

The Company has not issued any equity securities under Listing Rule 7.1A in the 12 months prior to the Meeting.

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Voting exclusion statement

A voting exclusion statement appears on page 4 of the Notice.

6.5 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5 as it will give the Company the flexibility to raise additional working capital whilst preserving the Company’s cash reserves.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Glossary

In this Explanatory Statement, the following terms have the meaning set out below, unless the context otherwise requires:

2024 Annual Report	The annual report of the Company for the financial year ended 30 June 2024, including
	the annual financial report, the Directors’ report and the Auditor’s report.
Additional Issuance Capacity	Has the same meaning as given to that term in Section 6.1 of this Explanatory
	Statement.
Annual General Meetingor	The annual general meeting of Shareholders convened by this Notice, including or any
Meeting	adjournment of such meeting.
Associated Entity	Has the same meaning as given to that term in the Corporations Act.
ASX	ASX Limited (ACN 008 624 691) or the financial market known as the Australian
	Securities Exchange, as the context requires.
Auditor	The auditor of the Company, being KPMG at the date of this Notice.
Board	The Company’s Board of Directors.
Change of Control Event	Means an event in which event that:
	(a) a person, or a group of associated persons, becoming entitled to sufficient
	Shares to give that person or persons the ability, in a general meeting, to
	replace all or a majority of the Board;
	(b) a takeover bid under Chapter 6 of the Corporations Act is made in respect of
	the Company under which acceptances have been received for more than 50%
	of the Company’s shares on issue and the bid is declared unconditional by the
	bidder; or
	(c) a Court grants orders approving a compromise or arrangement for the
	purposes of or in connection with a scheme of arrangement for the
	reconstruction of the Company or its amalgamation with any other company
	or companies (including under Part 5.1 of the Corporations Act).
Closely Related Parties	Has same meaning given to it in section 9 of the Corporations Act, being, in relation to
	a member of Key Management Personnel:
	(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) (currently
	none are prescribed).
Company	Nico Resources Limited (ABN 80 649 817 425).
Company Secretary	The Company Secretary of the Company at the time of the Meeting.
Constitution	The Constitution of the Company as at the date of the Notice.
Corporations Act	The_Corporations Act 2001_(Cth).
Director	A director of the Company.
Employee Incentive Plan	The Employee Incentive Plan adopted by the Company in 2021, a summary of which is
	set out in the Schedule to this Explanatory Statement.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Equity Security

Has the same meaning as given to that term in Listing Rule 19.12, being:

Equity Security	Has the same meaning as given to that term in Listing Rule 19.12, being:
	(a) a share;
	(b) a unit;
	(c) a right to a share or unit or option;
	(d) an option over an issued or unissued security;
	(e) a convertible security;
	(f) any security that ASX decides to classify as an equity security;
	(g) but not a security that ASX decides to classify as a debt security.
Explanatory Statement	This explanatory statement which accompanies and forms part of the Notice of
	Meeting.
Glossary	This glossary of terms.
Key Management Personnel	Has the same meaning as the definition of that term in section 9 of the Corporations
	Act, being those persons details of whose remuneration are included in the
	Remuneration Report having authority and responsibility for planning, directing and
	controlling the activities of the Company, directly or indirectly, including any Director
	(whether executive or otherwise).
Listing Rules	The listing rules of ASX, as amended from time to time.
Meeting Chair	The chairperson of the Meeting.
NoticeorNotice of Annual	The notice of Annual General Meeting which accompanies this Explanatory Statement.
General Meeting
Options	An option to subscribe for a Share.
Performance Right	A contractual right to be issued with a Share on satisfaction of specified vesting
	conditions/performance hurdles.
Proxy Form	The proxy form accompanying the Notice.
Related Party	Has the same meaning as given to that term in the Listing Rules.
Remuneration Report	The remuneration report of the Company for the period ended 30 June 2024, appearing
	in the Director’s report as set out in the 2024 Annual Report.
Resolution	A resolution set out in the Notice.
Section	A section of this Notice.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A registered holder of a Share.
Securities Registry	The Company’s securities registry, being Computershare Investor Services Pty Ltd.
VWAP	The volume weighted average sale prices of Shares sold on ASX during the specified
	period, excluding any transaction defined in the ASX Operating Rules as ‘special’,
	crossings prior to the commencement of normal trading, crossings during the after-
	hours adjust phase and any overseas trades or exchange traded option exercises.
WST	Australian Western Standard Time, being the time in Perth, Western Australia.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

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– Summary of Employee Incentive Plan

Item	Details
Eligibility	The following persons of the Company are eligible to participate in the Employee Incentive Plan (Plan):  an employee of the Company or any of its Associated Entities;  a director of the Company or any of its Associated Entities;  an individual who provides services to the Company or any of its Associated Entities;  any other person who is a ‘primary participant’ as defined in section 1100L(1)(a) of the Corporations Act in relation to the Company or any of its Associated Entities; or  any other person who is a ‘related person’ as defined in section 1100L(1)(b) of the Corporations Act of a ‘primary participant’ referred to above, (Eligible Employees). An Eligible Employee who participates in the Plan is a “Participant”.
Employee Incentives	Equity Incentives issued under the Employee Incentive Plan includes any share-based incentive award, including:  shares;  options to subscribe for a share issued in accordance with the Employee Incentive Plan and subject to the satisfaction of any vesting conditions, performance conditions and/or exercise conditions and payment of the relevant exercise price; or  performance rights which provide entitlements to be issued with shares, subject to the satisfaction of any vesting conditions and/or performance conditions, (Employee Incentives). Employee Incentives may, among other things, be issued as tax-deferred incentives under Australian tax legislation.
Maximum allocation	The Company must not make an offer of Employee Incentives under the Plan where the total number of Shares that may be issued, or acquired upon exercise of Options or performance rights, when aggregated with the number of Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3-year period would exceed 10% of the total number of Shares on issue at the date of the offer.
Administration	The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion
Eligibility, invitation and application	The Board may from time to time determine that an Eligible Employee may participate in the Plan and make an offer to that Eligible Employee to apply for Employee Incentives on such terms and conditions as the Board decides. On receipt of an application, an Eligible Employee may apply for the Employee Incentives the subject of the offer by sending a completed application form to the Company. The Board may accept an application from an Eligible Employee in whole or in part. An Eligible Employee may nominate a related party of the Eligible Employee to be issued or granted the Employee Incentives if so permitted by the terms of the offer
Grant of Employee Incentives	The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Employee the relevant number of Employee Incentives, subject to the terms and conditions set out in the offer, the Plan rules and any ancillary documentation required.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Possible vesting and performance conditions	Employee Incentives issued/granted under the Plan may be subject to vesting conditions set in the offer of the Employee Incentives, as determined by the Board. These are conditions which must be satisfied or waived before the Employee Incentives can vest or can be exercised (if applicable). They may be time-based criteria or performance-based criteria.
Possible restrictions on disposal	Employee Incentives issued/granted under the Plan and any resulting Shares, may be subject to restrictions on sale or disposal, as determined by the Board
Limits on Issue	The Company must not make an offer of Equity Incentives for ‘monetary consideration’ (within the meaning of section 1100Q of the Corporations Act) Monetary Offers for Equity Incentives that are subject to the ESS Division to the extent doing so would contravene the ‘issue cap’ under section 1100W of the Corporations Act. The following will be excluded from the calculation of the ‘issue cap’ unless and to the extent they are required by applicable law to be included in such calculation:  Equity Incentives which are issued by the Company in circumstances where the Company does not rely upon Division 1A of Part 7.12 of the Corporations Act (ESS Division) or a similar exemption or modification to the Corporations Act granted by ASIC; and  Equity Incentives offered in the following circumstances: `o` an Offer made to a person situated outside of Australia at the time of receipt of the Offer; `o` an Offer that did not need disclosure to the Eligible Person because of section 708 or section 1012D of the Corporations Act; or `o` an Offer made pursuant to a ‘disclosure document’ (as defined in the Corporations Act). Equity Incentives may not be issued to any person to whom the issue of those Equity Incentives would require the approval of Shareholders under the Corporations Act, the Listing Rules or other applicable law unless:  approval is given by Shareholders in general meeting in accordance with the applicable legal requirements; or  the issue of those Equity Incentives falls within a relevant exception to the applicable law.
Forfeiture of Employee Incentives	At the discretion of the Board, a Participant may forfeit any Employee Incentives in various circumstances including where the Participant acts fraudulently or dishonestly, breaches his or he duties to the Company, commits a material breach of their employment contract, is charged with or convicted of a criminal offence or commits serious misconduct or accepts a position to work with a competitor of the Company. Unless the Board otherwise determines, where a person commits an action of the type described above and ceases to be an employee or officer of the Company (and becomes a “Bad Leave” as defined under the Plan) any Employee Incentives (vested or unvested) will be forfeited immediately.
Vesting of change of control	If a Change of Control Event occurs in relation to the Company, the Options or performance rights granted under the Plan which are subject to vesting conditions may automatically vest regardless of whether any performance criteria or vesting conditions have been satisfied.
Rights attaching to Plan Shares	All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a convertible security (Plan Shares), will rank pari passu in all respects with all other Shares on issue.
Taxation deferral	The Plan provides for the issue of equity securities in circumstances where income tax otherwisepayable bya Participant on the value of Options or Performance Rightsgranted

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

	under the Plan may be deferred in accordance with the provisions of subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth)
Participation in new issues	There are no participation rights or entitlements inherent in Options or Performance Rights granted under the Plan and holders are not entitled to participate in any new issue of Shares of the Company during the currency of Options or performance rights granted under the Plan without exercising the Options or performance rights.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Employee Incentives have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan 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 Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time terminate or suspend the operation of the Plan for such period as it thinks fit.

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Annexure A – Nomination of Auditor

1 October 2024

Nico Resources Limited Level 6, 190 St Georges Terrace PERTH WA 6000

Dear Directors

NOMINATION OF HALL CHADWICK WA AUDIT PTY LTD AS AUDITOR OF NICO RESOURCES LIMITED

I Amanda Burgess, being a shareholder of Nico Resources Limited ( Company ), hereby nominate Hall Chadwick WA Audit Pty Ltd of 283 Rokeby Road, Subiaco WA 6008 for appointment as auditor of the Company at its 2024 Annual General Meeting.

I consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting and Explanatory Statement for the 2024 Annual General Meeting of the Company as required by section 328B(3) of the Corporations Act 2001.

Yours faithfully

Amanda Burgess

NICO RESOURCES LIMITED – NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Wednesday, 27 November 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 184301

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

312824_Live_Samples/000001/000001

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Nico Resources Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 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) at the Annual General Meeting of Nico Resources Limited to be held at Boardroom, Mezzanine Floor, 190 St George’s Terrace, Perth, WA 6000 on Friday, 29 November 2024 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 4 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Approval of change of Auditor
Resolution	3	Re-election of Director – Roderick Corps
Resolution	4	Re-approval of Employee Incentive Plan
Resolution	5	Approval of Additional Issuance Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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NICO RESOURCES LIMITED — AGM Information 2024

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