NIMY RESOURCES LIMITED

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21 October 2022

Dear Shareholder

Annual General Meeting – Notice and Proxy Form

Notice is hereby given that the Annual General Meeting (Meeting) of Shareholders of Nimy Resources Limited ( “Nimy” or “the Company” ) (ASX: NIM) will be held at the office of the Company’s auditors, RSM Partners Australia, located at Level 32 Exchange Tower, 2 The Esplanade, Perth, Western Australia on Tuesday, 22 November 2022 at 2:00pm (AWST).

The Board has made the decision that it will hold a physical meeting, with the appropriate social gathering and physical distancing measures in place.

In accordance with current legislation, the Company will not be dispatching physical copies of the Notice of Meeting ( NOM ). Instead, a copy of the NOM is available at www.nimy.com.au as well as on the ASX announcement platform. As you have not elected to receive notices by email, a copy of your proxy form is enclosed for your convenience. Shareholders are encouraged to complete and return their Proxy Form by:

post to Automic Share Registry, GPO Box 5193, Sydney NSW 2001; or
in person to Nimy Resources Limited, 254 Adelaide Terrace, Perth WA 6000; or
facsimile to the Company Secretary on facsimile number +61 8 9463 2499; or
email to the Company at [email protected]

Your proxy voting instruction must be received by 2:00pm (AWST) on Sunday, 20 November 2022, being not less than 48 hours before the commencement of the Meeting.

Any proxy voting instructions received after that time will not be valid for the Meeting.

The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company on +61 (08) 9261 4600 or the Company Secretary on +61 (08) 9463 2463.

For and on behalf of the Board

Henko Vos Company Secretary

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ACN 155 855 986

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND

PROXY FORM

TIME : 2.00pm (WST) DATE : Tuesday, 22 November 2022 PLACE : RSM Partners Australia Level 32 Exchange Tower 2 The Esplanade Perth WA 6000

Shareholders are urged to attend or vote by lodging the proxy form accompanying this Notice.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9463 2463.

IMPORTANT INFORMATION

Item	Page
Notice of Annual General Meeting	3-4
Voting Exclusions	5-6
Proxy Appointment, Voting and Meeting Instructions	7-8
Explanatory Statement	9-18
Glossary of Defined Terms	19
Schedule 1 – Terms of Broker Options	20-22
Schedule 2 – Key Contractual Material Terms	23
Proxy Form	Enclosed

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	2.00pm (WST) on Sunday, 20 November 2022
will be disregarded
Snapshot date for eligibility to vote	5.00pm (WST) on Sunday, 20 November 2022
Annual General Meeting	2.00pm (WST) on Tuesday, 22 November 2022

DEFINED TERMS

Capitalised terms used in this Notice of General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

IMPORTANT INFORMATION - COVID-19 VIRUS HEALTH AND SAFETY REQUIREMENTS

The Board of Directors have elected to hold a physical meeting and have undertaken to implement certain protocols and practices to ensure the safe conduct of the General Meeting in line with general health advisory recommendations.

Please note the following:

The Annual General Meeting will be a physical meeting held at RSM Partners Australia, Level 32 Exchange Tower, 2 The Esplanade, Perth WA 6000, at which Shareholders may attend in person or by proxy.
Shareholders are encouraged to vote by proxy. Voting on all Resolutions will be conducted by poll and not by show of hands.
Questions for the Board of Directors can be emailed to [email protected] and must be received no later than 5.00pm (WST) on Sunday, 20 November 2022.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 2.00pm (WST) on Tuesday, 22 November 2022 at RSM Partners Australia, Level 32 Exchange Tower, 2 The Esplanade, Perth, Western Australia .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00 pm (WST) on Sunday, 20 November 2022 .

AGENDA

1. Annual Report

To receive and consider the financial report of the Company together with the reports of the directors and the auditor for the financial year ended 30 June 2022.

2. Resolution 1 – Adoption of the Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the financial year ended 30 June 2022 be adopted”.

Short Explanation: The Remuneration Report is in the Directors’ Report section of the Company’s Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company’s Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Resolution 2 – Re-election of Mr Luke Hampson as a Director

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

“That Mr Luke Hampson, a director of the Company who retires in accordance with Clause 39.3 of the Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a director of the Company”.

Resolution 3 – Ratification of “Broker Options A” Issued to CPS Capital Group Pty Ltd - 13 April 2022

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Broker Options A to CPS Capital Group Pty Ltd or its nominees on the terms and conditions set out in the Explanatory Statement.”

Resolution 4 – Ratification of “Broker Options B” Issued to CPS Capital Group Pty Ltd - 13 April 2022

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,000,000 Broker Options B to CPS Capital Group Pty Ltd or its nominees on the terms and conditions set out in the Explanatory Statement.”

6. Resolution 5 – Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve 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 otherwise on the terms and conditions in the Explanatory Memorandum.”

DATED: 18 OCTOBER 2022

BY ORDER OF THE BOARD

HENKO VOS COMPANY SECRETARY

VOTING EXCLUSIONS

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions.

VOTING EXCLUSION STATEMENT - RESOLUTION 1

For Resolution 1, a vote must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a closely related party of such a member.

However any of those persons may cast a vote on the resolution if:

(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
(b) the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.

If you appoint the Chairman of the Meeting as your proxy, the Company encourages you to direct the Chairman how to vote on this advisory Resolution. The Chairman, as one of the Key Management Personnel of the Company, is not permitted to cast any votes in respect of this advisory Resolution that arise from undirected proxies held unless the proxy expressly authorises the Chairman to do so.

VOTING EXCLUSION STATEMENT - RESOLUTIONS 3 & 4

For each of Resolutions 3 and 4 inclusive, the Company will disregard any votes cast in favour of these Resolutions by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved; or
(b) an associate of that person (or those persons).

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

ASX VOTING EXCLUSION STATEMENT - RESOLUTION 5

For Resolution 5, the Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person (and any associates of such a person) who is expected to participate in; or
(b) who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(d) 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
(e) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00pm (WST) on Tuesday, 22 November 2022 at:

RSM Partners Australia Level 32 Exchange Tower 2 The Esplanade Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place or method set out above.

VOTING BY PROXY

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be received at an address below, or by fax or email by on 2.00pm (WST) on Sunday, 20 November 2022 .

By mail: Automic, GPO Box 5193, Sydney, NSW, 2001, Australia In person: Automic, Level 5, 126 Phillip Street, Sydney, NSW By fax 02 8583 3040 (within Australia) or +61 2 8583 3040 (outside Australia) By email: [email protected]

A Proxy Form received after that time will not be valid.

APPOINTMENT OF A PROXY

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

The Company encourages Shareholders to appoint the Chairperson as your proxy. To do so, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson, please write the name of that person in the space provided on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairperson will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, you may photocopy the Proxy Form or an additional Proxy Form may be obtained by telephoning Automic Share Registry on 1300 288 664 (within Australia) or +61 (2) 9698 5414 (outside Australia).

Please note, it is recommended Shareholders complete the attached proxy form and send to the Company via the communication methods outlined above.

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

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

CORPORATE SHAREHOLDERS

Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

two directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary, that director.

Corporate Representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company’s share registry before the Meeting or at the registration desk on the day of the Meeting.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the Resolution. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate boxes. If you do not mark any of the boxes next to a Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution, your vote will be invalid.

Chairperson Voting Undirected Proxies

If the Chairperson is your proxy, the Chairperson will cast your votes in accordance with your directions on the Proxy Form. If you do not mark any of the boxes on the Resolutions, then you expressly authorise the Chairperson to vote your undirected proxies at his/her discretion.

As at the date of this Notice of Meeting, the Chairperson intends to vote undirected proxies FOR each of the Resolutions. In exceptional cases the Chairperson’s intentions may subsequently change and in this event, the Company will make an announcement to the market.

Voting Entitlement (Snapshot Date)

For the purposes of determining voting and attendance entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 5.00pm (WST) on Sunday, 20 November 2022 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Questions from Shareholders

Questions for the Board of Directors can be submitted in the same manner as outlined above for the lodgement of Proxy Forms and must be received be submitted by no later than 5.00pm (WST) on Sunday, 20 November 2022 .

The Board of Directors will endeavour to prepare answers to these questions, where necessary they will be moderated and curated to cover common ground.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2:00pm (WST) on Tuesday, 22 November 2022 at RSM Partners Australia, Level 32 Exchange Tower, 2 The Esplanade, Perth, Western Australia .

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 all the Resolutions in the accompanying Notice of Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting.

Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

1. ANNUAL REPORT

Section 317 of the Corporations Act requires the reports of the directors and of the auditors and the Annual Report, including the financial statements, to be put before the Annual General Meeting and the Constitution provides for those reports and statements to be received and considered at the Annual General Meeting.

Neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the reports or statements. However, Shareholders will be given the opportunity to raise questions on the reports and the statements at the Annual General Meeting.

The Company’s 2022 Annual Report is available at www.nimy.com.au. Those shareholders that elected to receive a printed copy of the Annual Report will have received a copy with this Notice of Annual General Meeting.

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

(a) discuss the Annual Report;
(b) ask questions about, or comment on, the management of the Company; and
(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 Chairman about the management of the Company, or to the Company’s auditor about:

(a) the preparation and the content of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies of 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.

2. RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

The Remuneration Report is in the Directors Report section of the Company’s Annual Report.

By way of summary, the Remuneration Report:

(a) explains the Company’s remuneration policy and the process for determining the remuneration of its Directors and executive officers;
(b) addresses the relationship between the Company’s remuneration policy and the Company’s performance; and
(c) sets out remuneration details for each Director and each of the Company’s executives named in the Remuneration Report for the financial year ended 30 June 2022.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. The vote on this resolution is advisory only, however, and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

The Chairman will give Shareholders a reasonable opportunity to ask questions about or to make comments on the Remuneration Report.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution that a further meeting is held at which all of the Company’s Directors (other than the Managing Director) must stand for re-election. Voting on this resolution will be determined by a poll at the meeting rather than a show of hands. Shareholders voted in favour (100%) of the Remuneration Report at the 2021 AGM.

This Meeting will be the Company’s first AGM since being listed on the Australian Securities Exchange.

Undirected Proxies

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation to vote the proxy in accordance with the Chairman’s intention.

Any undirected proxies held by any other key management personnel or any of their closely related parties will not be voted on this resolution.

Key management personnel of the Company has the same meaning as set out in the accounting standards and includes the Directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2022. Their closely related parties are defined in the Corporations Act, and include certain members of their family, dependents and companies they control.

3. RESOLUTION 2 - RE-ELECTION OF MR LUKE HAMPSON AS A DIRECTOR

ASX Listing Rule 14.4 and Clause 39.3 of the Constitution provide that a re-election of Directors must be held at each annual general meeting.

The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement.

Mr Hampson retires from office in accordance with these requirements and being eligible, offers himself for re-election by shareholders as a director of the Company, with effect from the end of the meeting.

Mr Hampson has over 35 years in the mining industry and has led management teams working throughout the Asia Pacific region. He specialises in project asset management having 19 years’ experience at WesTrac Pty Ltd, 3 years at Rio Tinto Iron Ore and 11 years as Managing Director of Cloonmore Mining and Energy.

Resolution 2 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 2.

The Board (excluding Mr Hampson) supports the re-election of Mr Hampson to the Board and recommends that Shareholders vote in favour of Resolution 2.

RESOLUTIONS 3 & 4 - RATIFICATION OF “BROKER OPTIONS A” & “BROKER OPTIONS B” ISSUED TO CPS CAPITAL GROUP PTY LTD ON 13 APRIL 2022

4.1 Agreement with CPS Capital Group Pty Ltd

On 11 April 2022, Nimy Resources Limited entered into an Agreement with CPS Capital Group Pty Ltd ( “CPS Capital” ) on a non-exclusive basis for the purpose of introductions with a view to acquiring suitable assets on behalf of the Company, general promotion and provision of corporate advisory services.

In lieu of corporate advisory fees, the Company agreed to remunerate CPS Capital or its nominee the following:

(a) CPS Capital and or its nominee received 2,000,000 unlisted Options with an exercise price of $0.40 per share and an expiry on 24 September 2026 (an existing class) (“ Broker Options A” );
(b) CPS Capital and or its nominee received 3,000,000 unlisted Options with an exercise price of $0.60 per share and an expiry of 13 April 2024 (an existing class) ( “Broker Options B” ); and
(c) The options were issued at $0.001 per option, raising a total of $5,000 for the Company.

Resolutions 3 and 4 are both ordinary resolutions seeking approval by Shareholders for the ratification of 2,000,000 Broker Options A and 3,000,000 Broker Options B.

4.2 Requirement for Shareholder Approval

As described in section 4.1 above, in lieu of paying CPS Capital any corporate advisory fees, the Company issued a total of 5,000,000 Broker Options using its issuing capacity under Listing Rule 7.1 as follows:

(a) 2,000,000 Broker Options A which are exercisable into 2,000,000 Shares at $0.40 per Option and expires on 24 September 2026; and
(b) 3,000,000 Broker Options B which are exercisable into 3,000,000 Shares at $0.60 per Option and expires on 13 April 2024.

Approval for the ratification of the issue of the equity securities pursuant to Resolutions 3 and 4 are sought for the purposes of Listing Rule 7.4 and for all other purposes.

If both resolutions are passed, the Company could potentially raise the following funds, assuming all the Broker Options are exercised and converted to Shares before their expiry date:

(a) $800,000 potentially raised from 2,000,000 Broker Options A converted to 2,000,000 Shares at $0.40 per Option; and
(b) $1,800,000 potentially raised from 3,000,000 Broker Options B converted to 3,000,000 Shares at $0.60 per Option.

If Resolutions 3 and 4 are approved, the issues under each Resolution respectively will be excluded from the calculation of the number of equity securities that the Company can issue

without Shareholder approval under Listing Rule 7.1.

If Resolutions 3 or 4 are not passed, it will not restore the Company’s discretionary power to issue further shares up to 15% of the issued capital of the Company under Listing Rule 7.1. This could have negative impacts on the Company’s ability to raise funds utilising its available placement capacity.

4.3 Listing Rule 7.4 Information Requirements

Listing Rule 7.1 provides that a company must not issue or agree to issue during any 12-month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12-month period without shareholder approval.

Listing Rule 7.4 provides that where an issue of securities made without Shareholder approval under Listing Rule 7.1 is subsequently approved by Shareholders (and the issue did not breach Listing Rule 7.1), the issue of securities will be treated as having been made with approval for the purpose of Listing Rule 7.1.

By ratifying the issue of equity securities, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity under Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. If the issues of equity securities are not ratified, the Company will not have this flexibility until 12 months from the date of issue has passed.

4.4 Technical information required by ASX Listing Rule 7.5

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

(a) Resolution 3
(i) Broker Options A were issued to the nominees of CPS Capital as follows:

300,000 Broker Options A to CPS Capital No 5 Pty Ltd; 1,000,000 Broker Options A to Paradise Bay International Pty Ltd ; and 700,000 Broker Options A to Rexroth Holdings Pty Ltd.

(ii) 2,000,000 Broker Options A were issued utilising the Company’s share capacity under Listing Rule 7.1. These are unlisted Options with an exercise price of $0.40 per share and an expiry on 24 September 2026, an existing class of securities.
(iii) The Broker Options A were unlisted options (each) to acquire a Share, each exercisable on or before 24 September 2026 and with an exercise price of $0.40. The full terms and conditions of the Broker Options are set out in Schedule 1.
(iv) The Broker Options A were issued on 13 April 2022.
(v) The issue price per Broker Options A was $0.001 and the Company received $2,000 for the issue of Broker Options A to CPS Capital.
(vi) The Broker Options A were issued under a corporate advisory services agreement for the purpose of introductions with a view to acquiring suitable assets on behalf of the Company, general promotion and provision of corporate advisory services.
(vii) The material terms of the agreement pursuant to which the Broker Options A were issued are set out in Schedule 2.
(viii) A voting exclusion statement is included in the Notice.

(b) Resolution 4

(i) Broker Options A were issued to the nominees of CPS Capital as follows:

300,000 Broker Options A to CPS Capital No 5 Pty Ltd; 2,000,000 Broker Options A to Paradise Bay International Pty Ltd ; and 700,000 Broker Options A to Rexroth Holdings Pty Ltd.

(ii) 3,000,000 Broker Options B were issued utilising the Company’s share capacity under Listing Rule 7.1. These are unlisted Options with an exercise price of $0.60 per share and an expiry of 13 April 2024, an existing class of securities.
(iii) The Broker Options B were unlisted options (each) to acquire a Share, each exercisable on or before 13 April 2024 and with an exercise price of $0.60. The full terms and conditions of the Broker Options are set out in Schedule 1.
(iv) The Broker Options B were issued on 13 April 2022.
(v) The issue price per Broker Options B was $0.001 and the Company received $3,000 for the issue of Broker Options B to CPS Capital.
(vi) The Broker Options A were issued under a corporate advisory services agreement for the purpose of introductions with a view to acquiring suitable assets on behalf of the Company, general promotion and provision of corporate advisory services.
(vii) The material terms of the agreement pursuant to which the Broker Options B were issued are set out in Part A of Schedule 2.
(viii) A voting exclusion statement is included in the Notice.

4.5 Directors’ Recommendation

Resolutions 3 and 4 are both ordinary resolutions.

The Chairman intends to exercise all available proxies in favour of Resolutions 3 and 4.

The Board unanimously recommend that Shareholders vote in favour of Resolutions 3 and 4 as this will restore the Company’s discretionary power to issue further shares up to 15% of the issued capital of the Company under Listing Rule 7.1.

5. RESOLUTION 5 - APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement 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 is an eligible entity. The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact 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 5.2(c) below).

If Resolution 5 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A, without any further shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder approval provided for in

Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

The Directors of the Company believe that Resolution 5 is in the best interests of the Company because if exploration success is achieved at its Western Australian located Mons Nickel Project, over the next 12 months, this resolution provides the ability for the Company to raise additional funds in a timely and cost-effective manner to progress activities should the need arise.

5.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present (in person, or by proxy or representative) and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

(b) Equity securities

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 Company.

The Company, as at the date of the Notice, has on issue two classes of Equity Securities, namely quoted Shares and unquoted options.

(c) Formula for calculating 10% Placement

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

where

A = The number of fully paid ordinary shares on issue at the commencement of the 12 months immediately preceding the date of issue or agreement to issue:

plus the number of fully paid ordinary securities issued in the 12 months under an exception to ASX Listing Rule 7.2 other than exception 9, 16 or 17;
plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within ASX 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 approve or taken under these rules to have been approved under ASX Listing Rule 7.1 or 7.4;
plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX 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 ASX Listing Rule 7.1 or rule 7.4;
plus the number of partly paid ordinary securities that became fully paid in the relevant period;
plus the number of any other fully paid ordinary securities that became fully paid in the relevant period
less the number of fully paid ordinary securities cancelled in the last 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D = 10%
E = the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the last 12 months immediately preceding the date or issue of the shares where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under ASX Listing Rule 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has on issue 114,334,727 Shares, meaning the Company has the capacity to issue:

(i) 17,150,209 Equity Securities under Listing Rule 7.1; and
(ii) 11,433,472 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 5.2(c) above).

(e) Minimum issue price

The issue price of Equity Securities issued under Listing Rule 7.1A must be 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.

(f) 10% Placement period

The 10% Placement Period is defined in section 5.4(a) below.

5.3 Listing Rule 7.1A

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 5 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).

5.4 Listing Rule 7.3A Information Requirements

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;
(ii) the time and date of the Company’s next annual general meeting; or

(iii) the time and date of the approval by shareholders of ordinary securities of a transaction under ASX 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 ).

(b) Minimum issue price

The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities 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.
(c) Purpose for which the 10% Placement Facility may be implemented

The Company may seek to issue the Equity Securities for cash consideration in which case the Company intends to use the funds raised towards an acquisition of new resource assets or investments (including expenses associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or for general working capital.

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

(d) Risk of economic and voting dilution

If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Unlisted Options, only if the Unlisted Options are exercised). 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.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

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

Variable ‘A’ in Listing Rule 7.1A.2		Dilution	Dilution
		$0.128	$0.255	$0.383
		50% decrease in Issue Price	Issue Price	50% increase in Issue Price
Current Variable A	10% Voting Dilution Funds raised	11,433,473 Shares $1,457,768	11,433,473 Shares $2,915,535	11,433,473 Shares $4,373,303
114,334,727 Shares
50% increase in current Variable A	10% Voting Dilution Funds raised	17,150,208 Shares $2,186,652	17,150,208 Shares $4,373,303	17,150,208 Shares $6,559,955
171,502,091 Shares
100% increase in current Variable A	10% Voting Dilution Funds raised	22,866,944 Shares $2,915,535	22,866,944 Shares $5,831,071	22,866,944 Shares $8,746,606
228,669,454 Shares

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No options are exercised into Shares before the date of the issue of the Equity Securities.
(iii) 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%.
(iv) 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.
(v) 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.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) The issue price is $0.255, being the closing price of the Shares on ASX on 17 October 2022.
(e) Allocation policy when the 10% Placement Facility may be implemented

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) the 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 this Notice. However, the recipients of Equity Securities could consist of current

Shareholders and/or new Shareholders (or both), none of whom will be related parties or associates of a related party of the Company.

(f) Prior Approvals under Listing Rule 7.1A

The Company has not previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A and has accordingly not issued or agreed to issue Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Annual General Meeting.

(g) Voting Exclusions

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities utilising this 10% Placement Facility following the 2022 Annual General Meeting. No existing Shareholder’s votes will therefore be excluded under the voting.

5.5 Directors’ Recommendation

Resolution 5 is a special resolution, which requires a minimum of 75% of the votes cast.

The Chairman intends to exercise all available proxies in favour of Resolution 5.

The Board unanimously recommend that Shareholders vote in favour of Resolution 5 as this will enable the Company to conserve its cash, and the ability to issue equity securities in the event of a capital raise.

GLOSSARY OF DEFINED TERMS

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa, and unless the context otherwise requires:

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

Annual Report means the financial report for the year ended 30 June 2022 as lodged with ASX and ASIC.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) and, where the context requires, the Australian Securities Exchange operated by ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chairman means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means Nimy Resources Limited (ACN 155 855 986).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

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

Listing Rules means the official listing rules of ASX.

Meeting or Annual General Meeting means the general meeting convened by this Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the explanatory statement.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Related Party is defined in section 228 of the Corporations Act

Remuneration Report means the remuneration report in the Directors’ Report section of the Company’s Annual Report.

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

Rule means a rule or clause of the Constitution

Schedule means a schedule to this Notice.

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

Shareholder means a registered holder of a Share.

Share Registry means Automic Pty Ltd (ACN 152 260 814).

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

SCHEDULE 1 – TERMS OF BROKER UNLISTED OPTIONS

1. Entitlement

Each Broker Unlisted Option ( Option ) entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.

Options are issued for $0.001 each.

Exercise Price, Vesting Condition and Expiry Date

The Options have an exercise price as follows:

(a) Broker Options A are exercisable into 2,000,000 Shares at $0.40 per Option and expires on 24 September 2026; and
(b) Broker Options B are exercisable into 3,000,000 Shares at $0.60 per Option and expires on 13 April 2024.

There are no vesting conditions attached to the Options.

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Certificate or holding statement:

The Company must give the Option Holder a certificate or holding statement stating:

(a) the number of Options issued to the Option Holder;
(b) the Exercise Price of the Options; and
(c) the date of issue of the Options.

4. Transfer:

(a) Options are transferable, subject to applicable law.
(b) Subject to the Listing Rules and the Corporations Act, the Option Holder may transfer some or all of the Options at any time before the Expiry Date by:
- i. a proper ASTC regulated transfer (as defined in the Corporations Act) or any other method permitted by the Corporations Act; or
- ii. a prescribed instrument of transfer.
(c) An instrument of transfer of an Option must be:
- i. in writing;
- ii. in any usual form or in any other form approved by the Directors that is otherwise permitted by law;
- iii. subject to the Corporations Act, executed by or on behalf of the transferor, and if required by the Company, the transferee; and
- iv. delivered to the Company, at the place where the Company’s register of option holders is kept, together with the certificate (if any) of the Option to be transferred and any other evidence as the Directors require to prove the title of the transferor to that Option, the right of the transferor to transfer that Option and the proper execution of the instrument of transfer.
Quotation of Options: The Company will not apply to ASX for quotation of Options.
Quotation of Shares: The Company will apply to ASX for quotation of the Shares issued on exercise of Options.

New issues: The Option Holder is not entitled to participate in any new issue to Shareholders of Securities in the Company unless it has exercised its Options before the record date for determining entitlements to the new issue of Securities and participate as a result of holding Shares. The Company must give the Option Holder notice of the proposed terms of the issue or offer in accordance with the Listing Rules. In the event of a pro rata issue, except a bonus issue, the Exercise Price and the number of underlying Shares over which the Options are exercisable will not change.
Bonus issues: If the Company makes a bonus issue of Shares or other Securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and a Share has not been issued in respect of the Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable 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 determining entitlements to the issue.
Reorganisation:
(a) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option Holder (including the number of Options to which the Option Holder is entitled to and the Exercise Price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(b) Any calculations or adjustments which are required to be made will be made by the Company’s Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option Holder.
(c) The Company must, within a reasonable period, give to the Option Holder notice of any change to the Exercise Price of any Options held by the Option Holder or the number of Shares which the Option Holder is entitled to subscribe for on exercise of an Option.

10. Exercise of Options:

(a) To exercise Options, the Option Holder must give the Company or its Securities Registry, at the same time:
- i. a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of Options being exercised and Shares to be issued;
- ii. payment of the Exercise Price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment, approved by the Company; and
- iii. any certificate for the Options.
(b) The Option Holder may only exercise Options in multiples of 10,000 Options unless the Option Holder exercises all Options held by the Option Holder.
(c) Options will be deemed to have been exercised on the date the exercise notice and Exercise Price are received by the Company.
(d) If the Option Holder exercises less than the total number of Options registered in the Option Holder’s name:
- i. the Option Holder must surrender their Option certificate (if any); and
- ii. the Company must cancel the Option certificate (if any) and issue the Option Holder a new Option certificate or Holding Statement stating the remaining number of Options held by the Option Holder.
Issue of Shares on exercise of Options: Within ten (10) business days after the later of the following:
(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and
(b) when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a Notice of Exercise as detailed in paragraph 10(a)(i) above,

the Company will:

(c) allot and issue the Shares pursuant to the exercise of the Options;
(d) if required, as soon as reasonably practicable after the issue of Shares on the exercise of Options, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
Governing law: These terms and the rights and obligations of the Option Holder are governed by the laws of Western Australia. The Option Holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.

SCHEDULE 2 – KEY CONTRACTUAL MATERIAL TERMS OF CPS CAPITAL GROUP PTY LTD

In accordance an agreement between Nimy Resources Limited ( Nimy or Company ) and CPS Capital Group Pty Ltd ( CPS Capital ) dated 11 April 2022 ( CPS Capital Corporate Advisory Mandate ), CPS Capital agreed to provide investor relations and corporate advisory services ( Services ).

Under the CPS Capital Corporate Advisory Mandate, CPS Capital agreed to, inter alia:

(a) act as an Advisor and assist Nimy regarding matters of a corporate or investor relations nature;
(b) provide Nimy, to the extent appropriate, with introductions with a view to acquiring suitable assets on behalf of the Company; and
(c) assist with the preparation towards capital raising activities, including assistance with presentations and introduction to potential investors.

In consideration for the provision of the Services, the Company agreed to pay CPS Capital (or to its nominee the following Unlisted Options in lieu of fees:

(a) 2,000,000 Unlisted Options with an exercise price of $0.40 each, expiring on 24 September 2026 ( “Broker Options A” ) at $0.001 per option; and
(b) 3,000,000 Unlisted Options with an exercise price of $0.60 each, expiring on 13 April 2024 ( “Broker Options B” ) at $0.001 per option; and

The CPS Capital Corporate Advisory Mandate contains other terms and conditions considered standard for an agreement of its nature.

CPS Capital is not a related party of the Company.

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NIMY RESOURCES LIMITED — AGM Information 2022

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