NIMY RESOURCES LIMITED

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28 February 2023

Dear Shareholder

General Meeting – Notice and Proxy Form

Notice is hereby given that a 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 Wednesday, 29 March 2023 at 10:00am (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 10:00am (AWST) on Monday, 27 March 2023, 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 GENERAL MEETING EXPLANATORY STATEMENT AND

PROXY FORM

TIME : 10.00am (WST) DATE : Wednesday, 29 March 2023 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 General Meeting	3-4
Voting Exclusions	5-6
Proxy Appointment, Voting and Meeting Instructions	7-8
Explanatory Statement	9-20
Glossary of Defined Terms	21-22
Schedule 1 – Terms of Placement and Lead Manager Options	23-24
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	10.00am (WST) on Monday, 27 March 2023
will be disregarded
Snapshot date for eligibility to vote	5.00pm (WST) on Monday, 27 March 2023
General Meeting	10.00am (WST) on Wednesday, 29 March 2023

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 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 Monday, 27 March 2023.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.00am (WST) on Wednesday, 29 March 2023 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 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 General Meeting are those who are registered Shareholders of the Company at 5.00 pm (WST) on Monday, 27 March 2023 .

AGENDA

Resolutions 1(a) and 1(b) – Ratification of Shares Issue to Placement Participants (Non-Related Parties)

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

(a) “That, under and for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders hereby ratify the issue by the Company to the Placement Participants of 1,503,844 Placement Shares issued at a price of $0.265 each, utilising the Company’s placement capacity under Listing Rule 7.1, in the manner and on the terms and conditions set out in the Explanatory Statement.”
(b) “That, under and for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders hereby ratify the issue by the Company to the Placement Participants of 11,075,472 Placement Shares issued at a price of $0.265 each, utilising the Company’s placement capacity under Listing Rule 7.1A, in the manner and on the terms and conditions set out in the Explanatory Statement.”
Resolution 2 – Approval to Issue Placement Options to Placement Participants (Non-Related Parties)

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 7.1 and for all other purposes, Shareholders hereby approve the issue by the Company to the Placement Participants of 6,289,658 Placement Options, each exercisable at $0.40 on or before 24 September 2026, in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 3 – Approval to Issue Placement Securities to Mr Simon Lill – a Director of the Company (Related Party)

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

“That, under and for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders hereby approve the issue by the Company to Mr Simon Lill, or his nominee, a Director and Related Party of the Company, of 100,000 Placement Shares and 50,000 Placement Options, each exercisable at $0.40 on or before 24 September 2026, in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 4 – Approval to Issue Lead Manager Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders hereby approve the issue by the Company to the Lead Manager and/or its nominee(s), of 4,250,000 Lead Manager Options, each exercisable at $0.40 on or before 24 September 2026 as a part fee for arranging and managing the Share Placement, in the manner and on the terms and conditions set out in the Explanatory Statement.”

Resolution 5 – Approval of Share Issue to settle up to $1 million in drilling costs through a Share Issue

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 7.1 and for all other purposes, Shareholders hereby approve the issue of Shares to Raglan Drilling Pty Ltd, or their nominees, in settlement of up to $1 million in drilling costs at a price to be determined and otherwise on the terms and conditions set out in the Explanatory Statement.”

DATED: 24 FEBRUARY 2023

BY ORDER OF THE BOARD

HENKO VOS COMPANY SECRETARY

VOTING EXCLUSIONS

Voting Prohibition Statement for Resolution 3:

A vote on Resolution 3 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 (including Mr Simon Lill), details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chairperson and the appointment of the Chairperson as proxy:
does not specify the way the proxy is to vote on this Resolution; and
expressly authorises the Chairperson to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

ASX Voting Exclusion Statements

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the relevant Resolutions as set out below.

The Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons or an Associate of those persons.

(a) Resolutions 1(a) and 1(b) – The Placement Participants, being the persons to whom the Placement Shares were issued.
(b) Resolution 2 – The Placement Participants, any Associate of a Placement Participant, and any other person who will obtain a material benefit as a result of the issue of the Placement Securities (except a benefit received solely by reason of being a Shareholder in the Company).
(c) Resolution 3 – Mr Simon Lill (or his nominee) or any Associate of Simon Lill (or his nominee) and any other person who will obtain a material benefit as a result of the issue of Placement Securities (except a benefit received solely by reason of being a Shareholder in the Company).
(d) Resolution 4 – The Lead Manager (Raven Corporate Management Pty Ltd), any nominee of the Lead Manager who may be granted Lead Manager Options and any other person who will obtain a material benefit as a result of the proposed issue of Lead Manager Options (except a benefit solely by reason of being a holder of Shares).
(e) Resolution 5 – Raglan Drilling Pty Ltd (or their nominee) or any Associate of Raglan Drilling Pty Ltd (or their nominee) and any other person who will obtain a material benefit as a result of the issue of Placement Securities (except a benefit received solely by reason of being a Shareholder in the Company).

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

(a) the person as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with directions given to the proxy or attorney to vote on a Resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on a Resolution, in accordance with a direction given to the chair to vote on a 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 providing the following conditions are met:
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 a Resolution; and
the holder votes on a Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

PROXY APPOINTMENT AND V OTING INSTRUCTIONS

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Wednesday, 29 March 2023 at:

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

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the 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 10.00am (WST) on Monday, 27 March 2023 .

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 Monday, 27 March 2023 . 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 Monday, 27 March 2023 .

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 Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00am (WST) on Wednesday, 29 March 2023 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.

Resolution 1(a) and 1(b) - Ratification of Shares Issue to Placement Participants (Non-Related Parties)

1.1 Placement

On 14 February 2023, the Company announced that it had received firm commitments from various sophisticated and professional investors ( Placement Participants ) identified by Raven Corporate Management Pty Ltd ( Lead Manager ) to raise $3,226,500 (before costs) ( Placement ) through the issue of a total of 12,175,472 Shares in the Company at an issue price of $0.265 per Share ( Placement Shares ).

In addition, on 23 February 2023, the Company announced that it had received and accepted additional applications for a further $133,519 in new capital to be issued on the same terms as those offered under the Placement. This resulted in an additional 503,844 new fully paid ordinary shares issued at $0.265 per Share under the Placement.

The Placement has been conducted in tranches comprising the following:

(a) a private placement of 12,579,316 Placement Shares to Placement Participants (who are not Related Parties of the Company), at an issue price of $0.265 per Placement Share, comprising:
- 1,503,844 Placement Shares issued pursuant to the Company’s “15%” placement capacity under Listing Rule 7.1; and
- 11,075,472 Placement Shares issued pursuant to the Company’s “10%” additional placement capacity under Listing Rule 7.1A.
(b) the grant of 6,289,658 Options, each exercisable at $0.40 on or before 24 September 2026 ( Placement Options ), to be granted to the Placement Participants on the basis of one Placement Option granted for every two Placements Shares issued for no additional consideration, subject to Shareholder approval of Resolution 2 for the grant of the Placement Options; and
(c) the proposed issue of a total of 100,000 Placement Shares and 50,000 Placement Options to Mr Simon Lill, Chairman of the Company (or his nominee), at an issue price of $0.265 per Placement Share; the issue of these Placement Securities is subject to Shareholder approval of Resolution 3.
(d) Placement Shares issued to Placement Participants who were not Related Parties of the Company were issued by the Company on 24 February 2023 using the Company’s issuing capacities under Listing Rules 7.1 and 7.1A. Subsequent ratification of this issue by Shareholders is sought under Resolutions 1(a) and 1(b).
1.2 Use of Funds Raised under the Placement

Funds raised from the Placement, together with the Company’s existing cash reserves would be utilised for:

further systematic exploration on the Mons Nickel Project, including drilling the the REE (rare earth elements) carbonatite, nickel electromagnetic anomalies and lithium targets;
undertaking further geological modelling; and
for general working capital purposes.

1.3 Requirement for Shareholder Approval

As described in Section 1.1 above, the Company has issued a total of 12,579,316 Placement Shares under the Placement to the Placement Participants using its issuing capacities under Listing Rules 7.1 and 7.1A, in the following proportions:

(a) 1,503,844 Placement Shares pursuant to Listing Rule 7.1; and
(b) 11,075,472 Placement Shares pursuant to Listing Rule 7.1A.

None of the Placement Participants who participated in the issue of 12,579,316 Placement Shares were or are Directors or other Related Parties of the Company.

Resolutions 1(a) and 1(b) are ordinary resolutions seeking approval by Shareholders of the ratification of the issue of the 12,579,316 Placement Shares.

The issue of the Placement Shares does not fall within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period from the issue date of the Placement Shares.

A Listing Rule 7.1A mandate allows an entity to increase its 15% limit in Listing Rule 7.1 by an extra 10% if Shareholders approve a special resolution at a company’s General Meeting. The Company’s Shareholders approved the extra 10% placement capacity mandate pursuant to Listing Rule 7.1A at the Company’s 2022 General Meeting, allowing the Company the ability to place a total of 25% of the fully paid ordinary shares it had on issue at the start of that period.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

To this end, Resolutions 1(a) and 1(b) seek Shareholder approval for the issue of Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolutions 1(a) and 1(b) are passed, the issue of the Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date.

If Resolutions 1(a) and 1(b) are not passed, the issue of the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12month period following the issue date.

1.4 Listing Rule 7.5 Information Requirements

In accordance with the disclosure requirements of Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b):

(a) Basis on which Placement Participants were identified

In respect of Resolutions 1(a) and 1(b), the Placement Shares were issued to Placement Participants, being various sophisticated and professional investors identified by the Lead Manager and who are not Related Parties of the Company.

Each Placement Participant is a sophisticated or professional investor within the meaning of section 708(8), (10), (11) or (12) of the Corporations Act, being an investor to whom securities may be issued without a prospectus or other disclosure document.

None of the Placement Participants is:

(i) a Director or other Related Party of the Company;
(ii) a member of key management personnel;
(iii) an advisor of the Company; or
(iv) an associate of any of the above,

None of the Placement Participants who is a substantial Shareholder in the Company was issued or will be issued with more than 1,269,140 Placement Securities under the Placement (being 1% of the total number of 126,914,043 Shares on issue as at the Notice Date).

(b) Number of securities issued
(i) in respect of Resolution 1(a) – 1,503,844 Placement Shares were issued to Placement Participants utilising the Company’s placement capacity pursuant to Listing Rule 7.1; and
(ii) in respect of Resolution 1(b) – 11,075,472 Placement Shares were issued to Placement Participants utilising the Company’s additional placement capacity pursuant to Listing Rule 7.1A.

The Placement Shares are fully paid ordinary Shares ranking equally with the Company’s existing Shares then on issue.

(c) Date on which the securities were issued
The Placement Shares in respect of Resolution 1 were issued by the Company on 24 February 2023.
(d) Price at which the securities were issued

For Resolutions 1(a) and (b), the Placement Shares were issued to Placement Participants at an issue price of $0.265 per Placement Share. This included a free attaching Placement Option on the basis of one Placement Option for every two Placement Shares subscribed for. The issue of the Placement Options is the subject of Resolution 2.

(e) Purpose of issue and the use or intended use of the funds raised

The Company intends to use the funds from the issue of the Placement Shares for the purposes described in Section 1.2.

(f) Issued under an agreement

The issue of the Placement Securities is not made under an agreement.

1.5 Directors’ Recommendation – Resolutions 1(a) and 1(b)

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1(a) as it will refresh the Company’s issuing capacity under Listing Rule 7.1 and give the Company the flexibility to raise additional working capital through the offer and issue of equity securities, if and as required.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1(b) as it will refresh the Company’s issuing capacity under Listing Rule 7.1A and give the Company the flexibility to raise additional working capital through the offer and issue of equity securities, if and as required.

2. Resolution 2 – Approval to Issue Placement Options to Placement Participants (Non-Related Parties)

2.1 Requirement for Shareholder Approval

The Company proposes to issue up to 6,289,658 Placement Options to the investors who were Placement Participants and who are not Related Parties to the Company.

Each Placement Option is exercisable to one Share at $0.40 per Option and expires on 24 September 2026. In arranging the Placement, the Company has undertaken to the Placement Participants to issue the Placement Options, subject to Shareholder approval of the issue of the Placement Options.

Resolution 2 is an ordinary resolution seeking approval by Shareholders for the proposed issue of 6,289,658 Placement Options.

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

To this end, Resolution 2 seeks Shareholder approval for the issue of Placement Options under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to proceed with the issue of Placement Options to the Placement Participants, and the Company will potentially raise up to $2,515,863 on the exercise of Placement Options if all Placement Options are exercised before their expiry date. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Options and consequently, the Company will not potentially raise up to $2,515,863, on the exercise of Placement Options.

2.2 Listing Rule 7.3 Information Requirements

In accordance with the disclosure requirements of Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) Names of persons being issued securities or basis on which they were identified

In respect of Resolution 1, the Placement Shares were issued to Placement Participants, being various sophisticated and professional investors identified by the Lead Manager and who are not Related Parties of the Company.

The Placement Options are proposed to be issued to the Placement Participants, being various professional and sophisticated investors identified by the Lead Manager and the Company.

None of the Placement Participants is:

(i) a Related Party of the Company;
(ii) a member of key management personnel;
(iii) an advisor of the Company; or
(iv) an associate of any of the above,

(b) Number and class of securities
Subject to approval of Resolution 2, 6,289,658 Placement Options will be issued to the Placement Participants who are not Related Parties of the Company.
(c) Material terms of Placement Options
The Placement Options are exercisable at $0.40 each on or before 24 September 2026.

Each Placement Option is exercisable into one Share that ranks equally with all existing Shares on issue. The terms of the Placement Options are set out in Schedule 1.

The Company will not seek quotation of the Placement Options.

(d) Date of issue

The Company anticipates that the Placement Options will be issued on one date shortly following the conclusion of the Meeting, otherwise, no later than 3 months after the date of the Meeting.

(e) Issue price of Placement Options

The Placement Options will be issued at nil issue price per Option, being free attaching to the Placement Shares the subject of Resolutions 1(a) and 1(b).

(f) Purpose of the issue and use of funds raised

No amount will be raised on the issue of the Placement Options.

If all the Placement Options are exercised prior to expiry, the Company will raise up to $2,515,863 on receipt of the exercise price for the Options and the Company anticipates it will use those funds for working capital purposes as required at that time.

(g) Issued under an agreement

The issue of the Placement Securities is not made under an agreement.

2.3 Directors’ Recommendation – Resolution 2

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2 as it will enable the Company to raise up to $2,515,863 in funds for the Company if the Placement Options are issued and all are exercised prior to their expiry date.

Resolution 3 – Approval to Issue Placement Securities to Mr Simon Lill – a Director of the Company (Related Party)
3.1 Background

The Company is seeking Shareholder approval to obtain the ability to issue Placement Securities to the Company’s Chairman or his nominee as part of the Placement to raise capital for the Company.

Subject to Shareholder approval of Resolutions 3, the Company proposes to issue a total of 100,000 Placement Shares and 50,000 Placement Options to Mr Simon Lill – Non-Executive Chairman.

3.2 Chapter 2E of the Corporations Act

Section 208 of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Related Party participation in the Placement will result in the giving of a financial benefit and Mr Simon Lill is a Related Party of the Company by virtue of being a Director of the Company. The Directors (other than Mr Lill, who has a material personal interest in this Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Placement Shares and free attaching Placement Options because the Securities will be issued to Mr Lill (and/or his nominee) on the same terms as the Placement Securities issued to non-Related Party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

3.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 – a related party;
10.11.2 - a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 – a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 – an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 – a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 to 10.11.4 is such that, ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains approval of its shareholders.

The proposed issue of Placement Securities to Mr Lill falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing rule 10.12. It therefore requires approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 3 seeks the required shareholder approval for the issue of Placement Securities under and for the purposes of Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of Placement Shares and Placement Options on the same terms as those offered to other Placement Participants.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Placement Shares and Placement Options on the same terms as those offered to other Placement Participants.

3.4 Information Required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

(a) The names of the persons to whom securities will be issued Mr Simon Lill (or his nominee).
(b) Which category in rules 10.11.1 – 10.11.5 the persons fall and why The person falls under Listing Rule 10.11.1 as he is a Director of the Company.
(c) The number and class of securities to be issued to the persons Refer to Section 3.1.
(d) Terms of securities proposed to be issued

The Placement Shares are fully paid ordinary Shares, ranking equally with existing Shares.

The Placement Options have an exercise price of $0.40 each and expire on 24 September 2026, and otherwise have the terms set out in Schedule 1.

The Company will not seek quotation of the Placement Options.

(e) The date or dates on which the Company will issue the securities to the persons Subject to Shareholder approval, the Company proposes to issue the Placement Shares and Placement Options shortly following the Meeting, or otherwise on one date no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(f) The price or consideration the entity will receive for the issue The Placement Shares will be issued at $0.265 per Share.

The Placement Options are free attaching to the Placement Shares and will be issued at a nil issue price.

(g) Purpose of the issue and use of funds raised

The purpose of the issue and the use of the funds raised will be used for the same purposes and use as all other funds raised under the Placement as set out in section 1.2.

No amount will be raised on the issue of the Placement Options. If all the Placement Options are exercised prior to expiry, the Company will raise up to $20,000 on receipt of the exercise price for the Options and the Company anticipates it will use those funds for working capital purposes as required at that time.

(h) Remunerate and incentivise

The issue of the Placement Securities is not intended to remunerate or incentivise the participants, including Mr Lill.

(i) Issued under an agreement

The issue of the Placement Securities is not made under an agreement.

3.5 Directors’ Recommendation – Resolution 3

The Directors (other than Mr Lill who has a material personal interest in the Resolution) believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

Resolution 4 – Approval to Issue Lead Manager Options

4.1 Background

As described in Section 1.1 above, the Company has undertaken the Placement.

Raven Corporate Management Pty Ltd acted as Lead Manager to the Placement. In accordance with a lead manager agreement, the fee payable to the Lead Manager for lead manager services performed includes the grant of 4,250,000 Options to the Lead Manager ( Lead Manager Options ).

Resolution 4 is an ordinary resolution and seeks approval from Shareholders for the issue of the Lead Manager Options to the Lead Manager. None of the recipients of the Lead Manager Options will be a Related Party of the Company.

4.2 Lead Manager’s Lead Management Agreement

The Company and the Lead Manager entered into an agreement ( Lead Management Agreement ) pursuant to which the Lead Manager was engaged to manage the Placement and to provide corporate advisory and capital raising services in respect of the capital raising under the Placement. Pursuant to the terms of the Lead Management Agreement, the Lead Manager were engaged on an exclusive basis to:

(a) determine investor demand for the Placement;
(b) solicit bids from institutional and professional investors to the Placement;
(c) advise on the pricing for the Placement; and
(d) manage and co-ordinate the Placement.

For performing these services, the Lead Manager:

(a) will receive a management fee of 2% (plus GST) of the gross proceeds raised under the Placement, payable in cash;
(b) will receive a placement fee of 4% (plus GST) on the capital introduced by Raven Corporate in the Placement, payable in cash; and
(c) on the successful completion of the Placement, be granted the Lead Manager Options, subject to Shareholder approval of this Resolution.

The Lead Manager will also be re-imbursed for its out-of-pocket expenses and external legal expenses incurred in connection with the Placement.

4.3 Regulatory Requirements

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue of the Lead Manager Options does not fall within any of the exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires approval of Shareholders under Listing Rule 7.1.

Resolution 4 seeks the required Shareholder approval for the issue of the Lead Manager Options under and for the purposes of Listing Rule 7.1.

If Resolution 4 is passed the Company will be able to proceed with the issue of the Lead Manager Options, increasing the total number of Options on issue. If all the Lead Manager Options are exercised prior to expiry, the Company will raise up to $1,700,000 on receipt of the exercise price for the Options and the Company anticipates it will use those funds for working capital purposes as required at that time. In addition, the Lead Manager Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options to the Lead Manager or their nominee(s). In this scenario, the Company will be required to satisfy its obligation to issue Lead Manager Options in another manner. In this eventuality, the Lead Manager may be less inclined to assist the Company in its future capital raising endeavours.

4.4 Listing Rules 7.3 Information Requirements

In accordance with the requirements of Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) The names of the persons to whom the securities were issued or the basis on which those persons were determined
The Lead Manager Options are proposed to be issued to Raven Corporate Management Pty Ltd or its nominee(s). None of the recipients will be Related Parties of the Company.
(b) The number and class of securities

The Company proposes to issue 4,250,000 Lead Manager Options.

The Lead Manager Options have an exercise price of $0.40 each and expire on 24 September 2026, and otherwise have the terms set out in in Schedule 1.

(c) The date on which the securities will be issued The Lead Manager Options will be issued as soon as possible after the Meeting and in any event on one date no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(d) The price or consideration the entity has received or will receive for the issue The Lead Manager Options are to be granted at nil issue price in consideration for services performed by the Lead Manager under the Lead Management Agreement for the Placement.
(e) The purpose of the issue, including use or intended use of the funds raised The Lead Manager Options will be issued in part payment for services provided in connection with the Placement. No amount will be raised on the issue of the Lead Manager Options.

If all the Lead Manager Options are exercised prior to expiry, the Company will raise up to $1,700,000 on receipt of the exercise price for the Options and the Company anticipates it will use those funds for working capital purposes as required at that time.

(f) If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement

The Lead Manager Options are proposed to be issued pursuant to the Lead Management Agreement, the material terms of which are summarised at Section 4.2 above.

4.5 Directors’ Recommendation – Resolution 4

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

Resolution 5 – Approval of Share Issue to settle up to $1 million in drilling costs through a Share issue

5.1 Background

Resolution 5 seeks shareholder pre-approval for the issue of Shares in settlement, at the Directors discretion, of up to $1 million in drilling costs.

If the Resolution is approved, Shares issued to Raglan Drilling Pty Ltd, or their nominees, in settlement of invoiced drilling costs will not count towards the Company’s Listing Rule 7.1 placement capacity.

At the date of this Notice, no decision have been made by the Board as to how much, if any, of the drilling costs will be settled in cash, Shares or any combination thereof. The maximum number of shares to be issued to Raglan Drilling Pty Ltd will be limited as to not exceed 19.99% of the Company’s total shares on issue. The Company does however expect to settle a portion of the total drilling costs via the issue of Shares as part of the Company’s overall capital management plans.

5.2 Listing Rule 7.1

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.

5.3 Number of Shares that may be issued under the Placement

The table below shows the number of Shares that may be issued assuming the Company settles the maximum amount through the issue of Shares and the total number of Shares on issue after the proposed settlement using the minimum, maximum and average closing share price over the past 30 days prior to the date of this Notice, and a further assumed issue price of $0.18 (which would represent a further discount of circa 20% to the minimum price noted):

	Assumed Share Price $0.18	Minimum Share Price $0.22	Average Share Price $0.314	Maximum Share Price $0.40
Number of Shares issued if full amount is settled	5,555,556	4,545,455	3,184,713	2,500,000
Total funds raised	$1,000,000	$1,000,000	$1,000,000	$1,000,000
Total number of Shares on issue after settlement1	132,469,599	131,459,498	130,098,756	129,414,043
% of new Shares issued against the total number of Shares on issue after settlement	4.19%	3.46%	2.45%	1.93%

Notes:

Based on the Company currently having 126,914,043 Shares on issue, no Options being exercised, and no other Shares having been issued, including any that might be issued under any other Resolution proposed in this Notice.

The above calculated numbers of Shares will change based on the actual funds raised and the actual Share price at which the funds are raised. The above is an illustrative example only.

5.4 Listing Rule 7.3 Information Requirements

In accordance with the disclosure requirements of Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) Names of persons being issued securities or basis on which they were identified

In respect of Resolution 5, the Shares will be allotted to Raglan Drilling Pty Ltd, or their nominees. None of the proposed recipients will be related parties or persons in a position of influence as described in Listing Rule 10.11.

(b) Number and class of securities

The number of Shares to be allotted will be calculated by multiplying the amount to be settled (up to a maximum of $1 million) by the issue price.

The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

The maximum number of shares to be issued to Raglan Drilling Pty Ltd will be limited as to not exceed 19.99% of the Company’s total shares on issue.

(c) Date of issue

If approved, and a placement occurs, Shares will be issued as soon as practical following receipt and confirmation of settlement of invoice(s) via Shares. It is anticipated that Shares under this Resolution will be issued by 28 April 2023 but in any event no later than 3 months after the date of the meeting as required by the Listing Rules.

(d) Issue price of securities

The Company has agreed to satisfy up to 50% of drilling costs invoiced by Raglan Drilling Pty Ltd through the issue of Shares, up to a maximum of $1,000,000.

The issue price will be determined as the 10 day volume weighted average price (VWAP) as traded on the ASX for the 10 trading days immediately preceding the date of an invoice issued by Raglan Drilling Pty Ltd.

(e) Purpose of the issue and use of funds raised

The Company announced on 9 February 2023 that a 5,000m+ drilling program had commenced at its Mons nickel, REE and lithium project in WA. The Company intends, at the Directors discretion, to issue Shares in settlement of up to $1 million in associated drilling costs as part of its cash management plans.

(f) Agreement

The Company entered into a drill-for-equity-agreement with Raglan Drilling Pty Ltd. Key terms of the agreement includes:

(i) The agreement allows the Company, at its election, to satisfy up to 50% of drilling costs invoiced by Raglan Drilling through the issue of Shares.
(ii) The amount that can be settled through the issue of Shares is set at a maximum monetary value of $1,000,000 of invoiced drilling costs.
(iii) Any Shares issued is subject to voluntary escrow for a period of 12 months from the date of each invoice.
(iv) The agreement covers an initial term of 12 months unless terminated. Either party may terminate the agreement on 21 days written notice.
(v) The agreement also contains standard clauses normally found in agreement of this nature, including related to performance obligations, intellectual property rights obligations, site management, confidentiality and termination rights.
(g) Voting Exclusion

A voting exclusion applies to this Resolution.

5.5 Technical Information Required for Listing Rule 14.1A

The Company currently has sufficient placement capacity under Listing Rule 7.1 to issue the Shares under the proposed placement, however wishes to retain the capacity should it be needed for other, yet to be determined, reasons.

Resolution 5 seeks approval from Shareholders to issue such number of Shares and for the purposes as described in Section 5 of this Notice.

If Resolution 5 is passed, the equity securities issued by the Company will be excluded from the calculation of the Company’s 15% issue capacity in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue.

If Resolution 5 is not passed, the Company will not be able to settle the said drilling costs without utilising some of its 15% issue capacity afforded under Listing Rule 7.1. The Company be required to settle a larger portion of the drilling costs in cash which would reduce available cash balances which could otherwise be allocated to other Company activities.

5.6 Directors’ Recommendation – Resolution 5

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

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.

Associate has the meaning given to that term in the Listing Rules.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (AN 008 624 691) or the financial market known as the Australian Securities Exchange operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the 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.

Chairperson 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 which accompanies and forms part of the Notice of Meeting.

General Meeting or Meeting means the general meeting of Shareholders or any adjournment thereof, convened by 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.

Lead Manager is Raven Corporate Management Pty Ltd, the lead manager to the Placement.

Lead Manager Options means the options exercisable at $0.40 each on or before 24 September 2026 to be granted by the Company to the Lead Manager (or its nominee).

Listing Rules means the official listing rules of ASX.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting which accompanies the Explanatory Statement.

Option means an option to acquire a Share.

Option Holder means the holder of an Option.

Placement means the Placement of a total of 12,579,316 Shares and 6,289,656 Options to the Placement Participants (including Directors).

Placement Participant means a person to whom Placement Securities have been issued or are to be issued under the Placement.

Placement Option means an Option exercisable at $0.40 each on or before 24 September 2026 to be granted by the Company to Placement Participants on terms set out in Schedule 1.

Placement Securities means Placement Shares and Placement Options.

Placement Shares means a Share under the Placement.

Proxy Form means the proxy form accompanying the Notice.

Raglan Drilling means to Raglan Drilling Pty Ltd (ACN 118 348 388).

Raven Corporate means Raven Corporate Management Pty Ltd ( ACN 635 827 191).

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

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 PLACEMENT AND LEAD MANAGER OPTI ONS

The Placement Options and the Lead Manager Options are to be issued on the following terms:

Entitlement

Each Option entitles the holder ( Option Holder ) to subscribe for one fully paid ordinary Share in the Company.

2. No payment on grant

The Option Holder is not required to pay any amount on the grant of an Option.

3. Exercise price

The exercise price of each Option is A$0.40 ( Exercise Price

4. Expiry date

Each Option may be exercised at any time before 5.00pm (WST) on 24 September 2026 ( Expiry Date ). Any Option not exercised by the Expiry Date will automatically expire.

5. 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.

6. Transfer

Options are non-transferable.

7. Quotation of Options

The Company will not seek quotation of the Placement and Broker Options.

8. Quotation of Shares

The Company will apply to ASX for quotation of the Shares issued on exercise of the Placement and Broker Options.

9. 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.

10. 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.

11. 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.
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 (if applicable).
(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.

13. Issue of Shares on Exercise of Options

Within five (5) 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 12(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.

14. 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.

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NIMY RESOURCES LIMITED — Proxy Solicitation & Information Statement 2023

65426_rns_2023-02-27_b1bd24fd-004d-493e-8fb2-17113a0d03bd.pdf