NORONEX LIMITED — Proxy Solicitation & Information Statement 2023

Jul 12, 2023

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ASX ANNOUNCEMENT

13 July 2023

General Meeting of Shareholders

Noronex Limited ( ASX: NRX ) ( Company ) provides the following documents regarding a general meeting of shareholders.

• Letter to shareholders

• Notice of Meeting

• Sample proxy form

This announcement has been authorised by the Board of Noronex Limited.

For further information please contact:

Sebastian Andre info@noronexlimited.com.au

NORONEX LIMITED ACN 609 594 005

Suite 1, 295 Rokeby Road Subiaco, WA, Australia Ph: +61 (08) 6555 2950

E: info@noronexlimited.com.au

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13 July 2023

Dear Shareholder

GENERAL MEETING AND ELECTRONIC COMMUNICATIONS

Noronex Limited (the Company ) ( ASX:NRX ) is convening a General Meeting of shareholders ( Meeting ) on Friday, 11 August 2023, at 10:00 am (WST). If you would like to attend, it will be held at Suite 1, 295 Rokeby Road, Subiaco WA 6008. If the above arrangements with respect to the Meeting change, shareholders will be updated via ASX Market Announcements Platform as well as the Company’s website at https://noronexlimited.com.au/.

The Company would appreciate Shareholders who wish to attend the Meeting in person to register their attendance with the Company at info@noronexlimited.com.au by no later than 5:00 pm (WST) on 4 August 2023. This will greatly assist the Company to manage any amendments required to the meeting format. The Company will endeavour to adopt a format that will best ensure that all Shareholders who wish to attend are able to participate.

Notice of meeting

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the notice to shareholders unless a shareholder has requested a hard copy or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The notice can be viewed and downloaded from the Company’s website at https://noronexlimited.com.au/asx-announcements/ or ASX at www2.asx.com.au.

Voting

Shareholders are encouraged to participate in voting on the resolutions to be considered at the Meeting. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://investor.automic.com.au/#/loginsah, or in person by attending the Meeting.

Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 10:00 am (WST) on Wednesday, 9 August 2023. Instructions received after that time will not be valid for the Meeting.

The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the Meeting will be conducted on a poll.

Electronic communications

The Company encourages all shareholders to communicate with the Company by email at info@noronexlimited.com.au and with Automic (the Company’s share registry) at hello@automic.com.au. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs. Please register to receive electronic communications and update your shareholder details online at: https://investor.automic.com.au/#/signup.

Sebastian Andre Company Secretary

Noronex Limited ACN 609 594 005

Notice of General Meeting

Notice is given that a general meeting of the Company ( Meeting ) will be held at:

Time 10:00am (AWST) Date Friday, 11 August 2023 Place Suite 1, 295 Rokeby Road Subiaco WA 6008

Important : This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser.

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Notice of General Meeting

Notice is given that the general meeting of Noronex Limited ACN 609 594 005 ( Company ) will be held at 10:00am (AWST) on Friday, 11 August 2023 at Suite 1, 295 Rokeby Road, Subiaco WA 6008.

Agenda

1 Resolution 1 – Approval to issue Placement Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 31,374,895 Placement Options to the Placement Participants as described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

2 Resolutions 2(a) and (b) – Ratification of Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of an aggregate of 62,749,790 Placement Shares at $0.014 per Share, as follows:

• (a) 37,534,489 Placement Shares under Listing Rule 7.1; and

• (b) 25,215,301 Placement Shares under Listing Rule 7.1A,

as described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Placement Shares or a counterparty to the agreement being approved, or any of their respective associates.

3 Resolution 3 – Ratification of prior issue of Service Provider Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 288,462 Service Provider Shares to the Service Provider (or its nominees) as described in the Explanatory Statement."

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Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Service Provider (and its nominees) or any of their respective associates.

• 4 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, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Lead Manager Options to Cumulus (or its nominees) as described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Cumulus (and their respective nominees) or any of their respective associates.

Voting exclusions and exceptions

Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable).

Resolution	Exceptions	Exceptions
1, 2(a),	The	voting exclusion does not apply to a vote cast in favour of the Resolution by:
2(b), 3 and 4	(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;
	(b)	the Chair as proxy or attorney for a person who is entitled to vote on the Resolution,
		in accordance with a direction given to the Chair to vote on the Resolution as the
		Chair decides; or
	(c)	a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given
		by the beneficiary to the Shareholder to vote in that way.

Voting entitlements

The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 5:00pm (AWST) on 9 August 2023. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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Voting instructions

• (a) Votes at the Meeting may be given personally or by proxy, attorney or representative.

• (b) A proxy need not be a Shareholder of the Company.

• (c) The Proxy Form sent with this Notice should be used for the Meeting.

• (d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies.

• (e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.

• (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice.

• (g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative.

• (h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll.

• (i) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company’s share registry, Automic:

• (i) by post to Automic, GPO Box 5193, Sydney, NSW 2001;

• (ii) online by scanning the QR code in the Proxy Form or visiting https://investor.automic.com.au/#/loginsah;

• (iii) by email to meetings@automicgroup.com.au;

• (iv) in person at Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; or

• (v) by facsimile to +61 2 8583 3040,

• so that they are received no later than 48 hours before the commencement of the Meeting.

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

Document components

This document includes this Notice and the accompanying Explanatory Statement and Proxy Form.

Authorisation

By order of the Board.

Sebastian Andre

Company Secretary 11 July 2023

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Explanatory Statement

This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions.

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

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

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

1 General

In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting.

The Notice can be viewed online and downloaded via:

• (a) the Company’s website at https://noronexlimited.com.au/;

• (b) the Company’s ASX platform at https://www2.asx.com.au/markets/company/nrx; or

• (c) if the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address.

2 Resolution 1 – Approval to issue Placement Options

2.1 General

As announced on 21 June 2023, the Company received binding commitments from sophisticated and professional investors ( Placement Participants ) for a placement to raise approximately $878,497 (before costs) by the issue of 62,749,790 Shares at an issue price of $0.014 per Share ( Placement ). The Company proposes to issue the Shares pursuant to the Placement on or about 7 July 2023 out of the Company’s available placement capacity under Listing Rules 7.1 and 7.1A. As part of the Placement, the Company will also issue 31,374,895 free attaching quoted options exercisable at $0.025 and expiring on 7 August 2026 to Placement Participants on a 1 for 2 basis ( Placement Options ).

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of up to 31,374,895 free-attaching Placement Options to the Placement Participants.

The Company has engaged the services of Cumulus to manage the Placement, in consideration for a fee of $52,710 (excluding GST) (being 6% of the of the total amount raised by Cumulus under the Placement) and the issue of the Lead Manager Options described in Resolution 4.

The Company will seek quotation of the Placement Options in accordance with the Listing Rules and Corporations Act, subject to satisfaction of the minimum quotation conditions of the ASX Listing Rules. In the event that quotation of the Placement Options cannot be obtained, the Placement Options will remain unquoted.

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Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

2.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of Listing Rule 7.1 and 7.1A. The issue of the Placement Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1.

The effect of Resolution 1 will be to allow the Company to issue the Placement Options during the period of 3 months after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), without using the Company's 15% annual placement capacity under Listing Rule 7.1.

If Resolution 1 is not passed, the Company will not be able to proceed to issue the Placement Options and the Company will have to pay the Placement Participants a cash equivalent based on the value determined using the Black Scholes methodology as at the date of the Meeting

2.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Placement Options:

• (a) a maximum of 31,374,895 quoted Options are to be issued as Placement Options;

• (b) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Placement Options are free-attaching to the Shares issued pursuant to the Placement on a 1 for 2 basis and therefore will be issued at an issue price of nil;

• (d) the Placement Options will be issued to Placement Participants, none of whom will be a related party of the Company or a “material investor” within the meaning in ASX Guidance

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Note 21. Investors were selected by the Company in consultation with the Company’s lead manager, Cumulus.

• (e) the Placement Options will be exercisable at $0.025 each on or before 7 August 2026 and will otherwise be issued on the terms and conditions set out in Schedule 3;

• (f) no funds will be raised from the issue of the Placement Options as they are free-attaching to the Placement Shares;

• (g) it is intended that the Placement Options will be issued on 7 August 2023;

• (h) the material terms on which the Placement Options will be issued are set out in section 2.1 and Schedule 3;

• (i) the Placement Options are not being issued under, or to fund, a reverse takeover; and

• (j) a voting exclusion statement is included in the Notice.

3 Resolutions 2(a) and (b) – Ratification of Placement Shares

3.1 General

A summary of the Placement is set out in section 2.1 above.

On or around 7 July 2023, the Company issued a total of 62,749,790 Placement Shares to Placement Participants using the Company's placement capacity under Listing Rules 7.1 and 7.1A to raise $878,497 (before costs).

Resolutions 2(a) and (b) seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue the Placement Shares.

Each of the resolutions which form part of Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of each of the resolutions which form part of Resolution 2.

3.2 Listing Rules 7.1, 7.1A and 7.4

A summary of Listing Rule 7.1 is set out in section 2.2 above.

Under Listing Rule 7.1A an eligible entity can seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 30 November 2022.

Listing Rule 7.4 sets out an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 and 7.1A.

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 2(a) and (b) seeks shareholder approval for the issue of the Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolutions 2(a) and (b) are passed, the Placement Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12

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month period following the date of issue of the Placement Shares (being 62,749,790 Equity Securities).

If Resolutions 2(a) and (b) are not passed, the Placement Shares will be included in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively decreasing the number of Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Shares (being 62,749,790 Equity Securities).

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) a total of 62,749,790 Placement Shares were issued on 7 July 2023 as follows:

• (i) 37,534,489 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and

• (ii) 25,215,301 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;

• (b) the Placement Shares were issued at $0.014 per Share;

• (c) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Placement Shares were issued to the Placement Participants, none of whom are a related party of the Company or a “material investor” within the meaning in ASX Guidance Note 21. Investors were selected by the Company in consultation with the Company’s lead manager, Cumulus;

• (e) the proceeds from the issue of the Placement Shares are intended to be used to accelerate drilling and exploration on the Company’s copper projects in Namibia, as well as for costs of the Placement and general working capital;

• (f) the material terms on which the Placement Shares were issued are set out in section 3.1; and

• (g) a voting exclusion statement is included in the Notice.

4 Resolution 3 – Ratification of prior issue of Service Provider Shares

4.1 General

On 9 February 2023, the Company issued Market Open Australia Pty Ltd ( Service Provider ) (or its nominees) 288,462 Shares at a deemed issue price of $0.031 per Shares in lieu of approximately $9,000 cash consideration for consultancy services ( Consultancy Services ) provided by the Service Provider to the Company from 7 February 2023 to 31 May 2023 ( Service Provider Shares ).

The Consultancy Services included, but were not limited to, providing investor relations services.

The Service Provider Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Service Provider Shares.

Resolution 3 is an ordinary resolution.

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

4.2 Listing Rules 7.1 and 7.4

Summaries of Listing Rules 7.1 and 7.4 are contained in sections 2.2 and 3.2 (respectively) above.

If Resolution 3, is passed, the Service Provider Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the date of issue of the Service Provider Shares (being 288,462 Equity Securities).

If Resolution 3 is not passed, the Service Provider Shares will be included in calculating the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Shares (being 288,462 Equity Securities).

4.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Service Provider Shares:

• (a) a total of 288,462 Service Provider Shares were issued on 9 February 2023;

• (b) the Service Provider Shares were issued for nil cash consideration, in lieu of cash consideration for services provided by the Service Provider to the Company in relation to consulting services provided by the Service Provider to the Company;

• (c) the Service Provider Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (d) the Service Provider Shares were issued to the Service Provider (or its nominees), none of whom is a related party of the Company;

• (e) no funds were raised from the issue of the Service Provider Shares as the Service Provider Shares were issued in lieu of cash consideration for consulting services provided to the Company;

• (f) the material terms on which the Service Provider Shares will be issued are set out in section 4.1; and

• (g) a voting exclusion statement is included in the Notice.

5 Resolution 4 – Approval to issue Lead Manager Options

5.1 General

On or about 18 June 2023, the Company and Cumulus Wealth Pty Ltd ( Cumulus ) entered into a lead manager mandate pursuant to which Cumulus agreed to exclusively lead manage the Placement and Entitlement Offer and provide ongoing corporate advisor services to the Company ( Lead Manager Mandate ).

The material terms and conditions of the Lead Manager Mandate are set out below:

• (a) ( Term ): The term of the Lead Manager Mandate commenced on 18 June 2023 and will continue for 6 months on an exclusive basis ( Term ). If the entitlement offer is not completed by the end of the Term, the term will extend until completion.

• (b) ( Services ): The services to be provided by the Lead Manager to the Company in connection with the offers include (but are not limited to) the following:

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• (i) assisting in the development of an equity capital markets strategy including the profiling and promotion of the Company;

• (ii) assisting the Company to determine structure, terms and timing of the Entitlement Offer;

• (iii) arranging roadshow presentations to the Lead Manager’s institutional and wholesale investor distribution networks with the view of maximising the success of the Entitlement Offer;

• (iv) arranging the execution of the Entitlement Offer including the appointment of subunderwriters;

• (v) running a coordinated bookbuild process including the management of key broker participation in the Entitlement Offer; and

• (vi) providing the Company with general corporate advice and support as required.

• (c) ( Fees ): The Company must:

• (i) subject to successful completion of the Entitlement Offer, grant the Lead Manager (or its nominees) the right, but not obligation, to subscribe for 10,000,000 Lead Manager Options at an issue price of $0.000001 per Lead Manger Option; and

• (ii) if the Company undertakes any other capital raising during the Term (including the Top-up Placement), the Lead Manager has the exclusive right to lead manage such capital raising and are entitled to a:

  • (A) 2% management fee ( Management Fee ); and

  • (B) 4% capital raising fee ( Placement Fee ),

on funds raised by the Company during the Term.

• (d) ( Expenses ): The Company has agreed to reimburse the Lead Manager for reasonable expenses incurred in performing its role under the Lead Manager Mandate. The Lead Manager must seek the consent of the Company prior to incurring expenses in excess of $2,000.

• (e) ( Termination ): A summary of the termination rights and obligations under the Lead Manager Mandate are set out below:

• (i) If the Company terminates the Lead Manager Mandate without cause, they will still be required to pay the Fees to the Lead Manager in accordance with the terms of the Lead Manager Mandate.

• (ii) If the Company terminates the Lead Manager Mandate for cause (including for breach of a material term) or a Lead Manager terminates the Lead Manager Mandate without cause, the Company will only be required to pay any Fees accrued up to the termination date.

The Lead Manager Mandate otherwise contains terms and conditions considered customary for an agreement of this nature (including in relation to representations, warranties, confidentiality and indemnities).

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to issue up 10,000,000 Lead Manager Options to Cumulus (or its nominees). The Company will seek quotation of the Lead Manager Options in accordance with the Listing Rules and Corporations Act, subject to satisfaction of the minimum quotation conditions of the ASX Listing Rules. In the event that quotation of the Lead Manager Options cannot be obtained, the Lead Manager Options will remain unquoted.

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Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

5.2 Listing Rule 7.1

A summary of Listing Rules 7.1 and 7.2 is contained in section 2.2 above.

The effect of Resolution 4 will be to allow the Company to issue the Lead Manager Options during the period of 3 months after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), without using the Company's 15% annual placement capacity under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed to issue the Lead Manager Options and the Company will have to pay Cumulus a cash equivalent based on the value determined using the Black Scholes methodology as at the date of the Meeting.

5.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options:

• (a) a maximum of 10,000,000 quoted Options are to be issued as Lead Manager Options;

• (b) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Lead Manager Options will be issued for nominal cash consideration, as partial consideration for lead management services provided by Cumulus to the Company in relation to the Placement and Entitlement Offer;

• (d) the Lead Manager Options will be issued to Cumulus (or its respective nominees), none of whom are a related party of the Company or a “material investor” within the meaning in ASX Guidance Note 21;

• (e) the Lead Manager Options will be quoted and are exercisable at $0.025 each on or before 7 August 2026 and will otherwise be issued on the terms and conditions set out in Schedule 2;

• (f) nominal funds will be raised from the issue of the Lead Manager Options as the Lead Manager Options are being issued as partial remuneration for lead manager services provided by Cumulus to the Company with respect to the Placement and Entitlement Offer;

• (g) it is intended that the Lead Manager Options will be issued on 7 August 2023;

• (h) the Lead Manager Options will be issued pursuant to the terms and conditions of the Lead Manager Mandate the material terms of which are set out in section 5.1; and

• (i) a voting exclusion statement is included in the Notice.

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Schedule 1 – Definitions

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

$ or A$ means Australian Dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by ASX Limited, as the context requires.

Board means the board of Directors.

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

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Clause means a clause of the Constitution.

Company means Noronex Limited (ACN 609 594 005).

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Cumulus means Cumulus Wealth Pty Ltd (ACN 634 297 279) (AFSL 524450).

Director means a director of the Company.

Entitlement Offer means the Company’s non-renounceable entitlement offer of 1 Shares for every 4 Shares held by Eligible Shareholders, with 1 free-attaching quoted option (exercisable at $0.025 and expiring 7 August 2026) for every 2 Shares subscribed for pursuant to the Prospectus dated 30 June 2023.

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

Explanatory Statement means the explanatory statement which forms part of the Notice.

Lead Manager Mandate means the lead manager mandate dated on or about 18 June 2023, between the Company and Cumulus, as summarised in section 5.1.

Lead Manager Option means a quoted Option granted to Cumulus (or its nominees) pursuant to the Lead Manager Mandate on the terms and conditions set out in Schedule 2.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of annual general meeting.

Official List means the official list of ASX.

Option means an option to acquire a Share.

Placement means the placement by the Company raising approximately $878,497 (before costs) by the proposed issue of an aggregate of 62,749,790 Shares and 31,374,895 free-attaching Placement Options as described in section 2.1.

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Placement Options means a quoted Option issued to the Placement Participants on the terms and conditions set out in Schedule 3.

Placement Participants means the professional and sophisticated investors who subscribed for Securities under the Placement.

Proxy Form means the proxy form attached to or accompanying the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Statement.

Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights).

Service Provider has the meaning given in section 4.1.

Service Provider Shares means has the meaning given in section 4.1.

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

Shareholder means the holder of a Share.

WST means Western Standard Time being the time in Perth, Western Australia.

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Schedule 2 – Terms and conditions of the Lead Manager Options

The terms and conditions of the Lead Manager Options are:

(a) Entitlement

Each Lead Manager Option entitles the holder to subscribe for one Share upon exercise of the Lead Manager Option.

(a) Issue Price

The Lead Manager Options will be issued for a nominal issue price of $0.000001 each.

(b) Exercise Price

Subject to section (i), the amount payable upon exercise of each Lead Manager Option will be $0.025 ( Exercise Price ).

(c) Expiry Date

Each Lead Manager Option will expire at 5:00pm (AWST) on or before 7 August 2026 ( Expiry Date A Lead Manager Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Lead Manager Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Lead Manager Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Lead Manager Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Lead Manager Option being exercised in cleared funds ( Exercise Date ).

• (g) Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Lead Manager Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

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

If a notice delivered under this section for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Lead Manager Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

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

• (j) Participation in new issues

There are no participation rights or entitlements inherent in the Lead Manager Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Lead Manager Options without exercising their Lead Manager Options.

• (k) Change in exercise price

A Lead Manager Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Lead Manager Option can be exercised.

(l) Transferability

The Lead Manager Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

(m) Quotation

The Company will seek to have the Lead Manager Options quoted by ASX.

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Schedule 3 – Terms and conditions of the Placement Options

The terms and conditions of the Placement Options are:

(a) Entitlement

Each Placement Option entitles the holder to subscribe for one Share upon exercise of the Placement Option.

• (b) Issue Price

The Placement Options will be issued for a nil issue price.

(c) Exercise Price

Subject to section (j), the amount payable upon exercise of each Placement Option will be $0.025 ( Exercise Price ).

• (d) Expiry Date

Each Placement Option will expire at 5:00pm (AWST) on or before 7 August 2026 ( Expiry Date ). An Placement Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (e) Exercise Period

The Placement Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

The Placement Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Placement Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• (g) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Placement Option being exercised in cleared funds ( Exercise Date ).

• (h) Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Placement Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

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

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If a notice delivered under this section for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the Placement Options rank equally with the then issued shares of the Company.

(j) Reconstruction of capital

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

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Placement Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Placement Options without exercising their Placement Options.

(l) Change in exercise price

A Placement Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Placement Option can be exercised.

(m) Transferability

The Placement Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

(n) Quotation

The Company will seek to have the Placement Options quoted by ASX.

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Noronex Limited | ACN 609 594 005

Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number:

Your proxy voting instruction must be received by 10.00am (AWST) on Friday, 11 August 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

Lodging your Proxy Voting Form:

The name and address shown above is as it appears on the Company’s share register. If this information

is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name

of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

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

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log

insah

or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

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

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the General Meeting of Noronex Limited, to be held at 10.00am (WST) on Friday 11 August 2023 at Suite 1, 295 Rokeby Road, Subiaco WA 6008 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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STEP 2 – Your voting direction

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Resolutions For Against Abstain
1. Approval to Issue Placement Options
2a. Ratification of Placement Shares - 37,534,489 Placement Shares under Listing Rule 7.1
2b. Ratification of Placement Shares - 25,215,301 Placement Shares under Listing Rule 7.1A
3. Ratification of Prior Issue of Service Provider Shares
4. Approval to Issue Lead Manager Options
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
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