ORBMINCO LIMITED — AGM Information 2021

Oct 25, 2021

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WOOMERA MINING LIMITED ACN 073 155 781

NOTICE OF 2021 ANNUAL GENERAL MEETING AND EXPLANTORY MEMORANDUM

Date of Meeting Thursday 25 November 2021 Time of Meeting 11:30 am (ACDT)

SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON

Due to the COVID-19 pandemic, the Annual General Meeting will be held via webcast. This is to comply with Australian Government regulations on gatherings and to ensure the health and safety of shareholders. As a result, the Company strongly encourages all Shareholders to vote by directed proxy in lieu of attending the meeting in person. Proxy forms for the meeting should be lodged before 11.30 am (ACDT) on 23 November 2021 Shareholders should contact the Company by email at info@woomeramining.com.au or by phone at +61 (08) 8232 6201 to obtain more details about how to participate and vote at the Meeting by no later than 5pm (ACDT) 22 November 2021. Shareholders can also submit and are encouraged to submit any questions in advance of the Meeting by emailing questions to info@woomeramining.com.au by not later than 5pm (ACDT) on 22 November 2021. 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 advisors prior to voting.

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WOOMERA MINING LIMITED

(ACN 073 155 781)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF WOOMERA MINING LIMITED (ACN 073 155 781) (‘ COMPANY ’) WILL BE HELD VIRTUALLY ON AN ONLINE PLATFORM COMMENCING ON THURSDAY, 25 NOVEMBER 2021 AT 11:30AM ( ACDT ) (‘ MEETING ’) FOR THE PURPOSES OF TRANSACTING THE FOLLOWING BUSINESS.

Each of the Resolutions proposed to be put to Shareholders at the Meeting are set out in this Notice of Annual General Meeting (‘ Notice ’ or ‘ Notice of Meeting ’). The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form accompanying this Notice of Meeting are hereby incorporated in and comprise part of this Notice.

The terms used and defined in the Explanatory Memorandum have the same meaning when used in this Notice.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in the Glossary, or where they are first used in the Notice or Explanatory Memorandum.

AGENDA

1. Item 1: Financial Reports

To consider and receive the Financial Statements, the Directors Report, and the Independent Auditor’s Report contained within the Woomera Mining Limited Annual Report for the year ended 30 June 2021.

An electronic copy of the 2021 Annual Report is available to download or view on the Company’s website at: http://woomex.com.au/investor-relations/asx-announcements/

No resolution is required for this item of business.

2. Resolution 1: (Advisory) to Adopt the Remuneration Report

To consider and, if thought fit, to pass the following non-binding resolution as an ordinary resolution

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the period ended 30 June 2021 and contained in the Annual Report for the Company (as set out on pages 5 to 10 of the Directors Report) be adopted. ”

Voting Prohibition Statement

The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

A vote on Resolution 1 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 (“ KMP ”) whose remuneration details are included in the Remuneration Report; or (b) a Closely Related Party of such a KMP.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the proxy appointment is in writing that specifies the way the proxy is to vote on the resolution; or

• (d) the vote is cast by the Chair of the Meeting and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

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Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

3. Resolution 2: Re-election of Mr David Lindh as a Director of the Company

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

“That, Mr David Lindh, who retires in accordance with Clause 59.1 of the Company’s Constitution and being eligible and having offered himself for re-election, be re-elected as a non-executive director of the Company.”

Further details in respect of Resolution 2 are set out in the Explanatory Memorandum.

4. Resolution 3: Approval of issue of Options to Mr Kevin Seymour

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 10.11 and for all other purposes, Shareholders approve the issue of 15,000,000 unlisted Options to Mr Kevin Seymour (or his nominee) on the terms and conditions set out in Schedule 1 of the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Seymour and any other person who will likely obtain a material benefit as a result of the issue of the Options (except a benefit solely by reason of being a Shareholder) or an associate of that person(s). However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Further, a member of the Key Management Personnel and their Closely Related Parties may not vote as a proxy on this Resolution if the appointment does not specify how the proxy is to vote. However, the Chair can vote undirected proxies, provided the proxy appointment expressly authorises the Chair to do so even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

5. Resolution 4: Ratification of Prior Issue of Placement Shares Issued under Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 64,961,843 Shares previously issued under ASX Listing Rule 7.1 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person(s). However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 5: Ratification of Prior Issue of Placement Shares Issued under Listing Rule 7.1A

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

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“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 3,459,203 Shares previously issued under ASX Listing Rule 7.1A on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person(s). However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 6: Approval of Appointment of Auditor

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

"Subject to the Australian Securities and Investments Commission (ASIC) consenting to the resignation of BDO Audit (SA) Pty Ltd as auditor of the Company, that pursuant to section 327B of the Corporations Act and for all other purposes, BDO Audit Pty Ltd be appointed as auditor of the Company with effect from the later of the conclusion of the 2021 Annual General Meeting and the day on which ASIC gives its consent."

Further details in respect of Resolution 6 are set out in the Explanatory Memorandum.

8. Resolution 7: Amendment to Constitution

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

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution be amended by deleting clause 32.4 and substituting a new clause in its place, and inserting a new clause 45.4 into the Constitution, on the basis set out in the Explanatory Memorandum.”

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of Resolution 7, subject to compliance with the Corporations Act.

9. Resolution 8: Approval of 10% Placement Capacity

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the issue of Equity Securities under Listing Rule 7.1A (except a benefit solely by reason of being a Shareholder) or an associate of that person (s). However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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PROXIES

Appointing a proxy

Members are entitled to appoint up to two proxies to act generally at the Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a Member. A personalised Proxy Form is attached to this Notice of Meeting.

Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the member. If no number or proportion of votes is specified, each proxy may exercise half of the member’s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the Meeting.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by marking the appropriate boxes on the Proxy Form.

Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by 11:30 am (ACDT) on 23 November 2021:

• (a) by mail to the Share Registry as follows:

Computershare Investor Services Pty Ltd GPO Box 242, Melbourne, Victoria 3001

• (b) by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• (c) online by visiting www.investorvote.com.au and entering the shareholder’s Control Number, SRN/HIN and PIN, which are shown on the first page of the enclosed Proxy Form.

For Intermediary Online subscribers only (custodians), cast the shareholder’s vote online by visiting www.intermediaryonline.com.

Further instructions are on the reverse of the Proxy Form.

Undirected Proxies and Voting Restrictions

Where permitted, the Chairman of the Meeting will vote undirected proxies in favour of all the resolutions. This will be on the basis that the Proxy Form expressly authorises the Chairman to vote undirected proxies even if the resolution is connected directly or indirectly with the remuneration of the Company’s Key Management Personnel.

Corporate representation

A corporation which is a Member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the Meeting. The appointment must comply with Section 250D of the Corporations Act 2001 (Cth) . The representative should bring to the Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.

ENTITLEMENT TO ATTEND AND VOTE AT THE MEETING

Important Notice – changes to meeting procedure due to COVID-19

The Board advises that due to the current restrictions on public gatherings in relation to COVID-19, shareholders will not be permitted to attend the Company's Annual General Meeting in person. The Meeting will therefore be held as a fully virtual meeting via a webcast. Shareholders, proxyholders, corporate representatives and holders of powers of attorney wishing to attend the Meeting via the webcast must email the Company Secretary at jonathan.lindh@woomeramining.com.au by 5pm (ACDT) on 22 November 2021 to register, and will then be provided with log in details, including a password for the meeting.

In order to vote at the meeting, shareholders, proxyholders, corporate representatives and holders of powers of attorney must also log on to the Lumi online platform as per details below.

The Company is following the health advice of the Australian Government and has taken these steps in the interests of the health and

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safety of its shareholders, employees, and the broader community.

Voting on Resolutions

Shareholders are advised that all resolutions will be decided on a poll. Please note that you are strongly encouraged to lodge proxy votes prior to the proxy receipt close off.

Shareholders and proxyholders will be able to vote at the meeting online via the Lumi platform by:

(a) visiting www.web.lumiagm.com on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Edge or Firefox); and

• (b) entering the unique Meeting ID 327-674-249

Online voting registration will commence 30 minutes prior to the start of the Meeting. For full details on how to log on and vote online, please refer to the user guide which can be accessed at www.computershare.com.au/onlinevotingguide.

Shareholders with multiple holdings will either need to log into the Lumi platform separately under each SRN or HIN to cast their vote whilst the poll is open during the meeting or cast their vote by lodging a proxy by the proxy receipt close off.

Proxy votes must be received by 11.30 am (ACDT) on 23 November 2021. Instructions on how to lodge proxy votes are set out in this Notice of Meeting.

Participation in the meeting

Shareholders are strongly encouraged to submit any questions they may have of the Company in writing to the Company Secretary at jonathan.lindh@woomeramining.com.au by 5pm (ACDT) on 22 November 2021.

Alternatively, you may ask questions during the Meeting or using the Chat function on the webcast dashboard. Questions via the Chat function will be directed to the host for answering.

The Chairman will endeavour to address as many of the frequently raised questions and comments as possible during the course of the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions and comments raised.

Technical Difficulties

Technical difficulties may arise during the course of the Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his or her discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected.

Where the Chair considers it appropriate, the chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by 11.30 am (ACDT) on 23 November 2021 even if they plan to attend the Meeting online.

All members may attend the Meeting via webcast. The Directors have determined that for the purposes of voting at the Meeting, Shares will be taken to be held by the persons who are registered as the holders of those Shares as at 7.00 pm (ACDT) on 23 November 2021.

By Order of the Board

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Jonathan W. Lindh Company Secretary Dated: 26 October 2021

The accompanying Explanatory Memorandum and Proxy Form including voting instructions form part of this Notice of Meeting

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

This Explanatory Memorandum accompanies and forms part of the Woomera Mining Limited (‘ Company ’) Notice of Meeting for the Annual General Meeting to be held on 25 November 2021 via a webcast at 11:30 am (ACDT).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice of Meeting. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

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

1. Item 1 – Financial Reports

As required by section 317 of the Corporations Act, the Annual Report, including the Directors Report, Independent Auditor’s Report and the Financial Statements for the year ended 30 June 2021 (“ 2021 Annual Report ”) will be laid before the Meeting.

There is no requirement for shareholders to approve the 2021 Annual Report. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the operations and management of the Company. Shareholders will be given a reasonable opportunity to ask the auditor questions on the conduct of the audit and the content of the Auditor’s Report.

2. Resolution 1 - (Advisory) to Adopt the Remuneration Report

Remuneration Report

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory resolution.

If there is a vote of 25% or more against the Remuneration Report at the Meeting, and another vote of 25% or more at the next AGM (“ Second Strike ”), then a resolution will be put to Shareholders at the next AGM to put the Board (other than the Managing Director) up for re-election (“ Spill Resolution ”). If the Spill Resolution passes, then the Company must hold an extraordinary general meeting within 90 days at which all Directors (other than the Managing Director) who were Directors at the time the Remuneration Report that received the Second Strike will retire and may resubmit themselves for re-election.

The Remuneration Report is set out in the Directors Report section of the 2021 Annual Report. The Remuneration Report, amongst other things:

• (a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;

• (b) explains the relationship between the Board’s remuneration policy and the Company’s performance;

• (c) sets out remuneration details for each Key Management Personnel of the Company; and

• (d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

The Remuneration Report can be viewed on pages 5 to 10 in the Directors Report section of the Company’s 2021 Annual Report.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

Voting restrictions on Key Management Personnel and their proxies and Closely Related Parties

A voting exclusion statement is set out under Resolution 1 in the Notice of Meeting.

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Directors recommendation

The Directors recommend that shareholders vote in favour of the adoption of the Remuneration Report.

3. Resolution 2 – Re-election of Mr David Lindh as a Director

Background

Clause 59 of the Company’s Constitution requires that at each annual general meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors, must retire from office (excluding the Managing Director who is not subject to rotation as required by the ASX Listing Rules). The Directors to retire by rotation are those who have been in office for 3 years since their last election or who have been longest in office since their last election or, if the Directors have been in office for an equal length of time, by agreement. Accordingly, as Mr Lindh has been the longest in office since his last election he is required to stand for re-election at this Meeting.

Pursuant to Resolution 2, Mr David Lindh retires in accordance with the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

Director’s Profile – Mr David Lindh

David Lindh is a consultant in corporate and commercial matters, with over 40 years’ experience as both a lawyer and a company director. He is currently Chairman of NuCannaCo Science Ltd. He is a former Chairman of ASX listed Centrex Metals Ltd and was a non-executive director of ETSA Corporation, Electranet and ASX listed company Enterprise Energy Ltd. He is also a director of various private companies and is a consultant specialising in the energy and resources industry.

Directors recommendation

The Directors (with Mr Lindh abstaining) recommend that shareholders vote in favour of Resolution 2.

4. Resolution 3 – Approval of issue of Options to Mr Kevin Seymour

Background

As announcement on 3 December 2020, the Company agreed, subject to obtaining Shareholder approval, to issue a total of 15,000,000 unlisted Options ( Related Party Options ) to Mr Kevin Seymour (or his nominee) ( Related Party ). These options were agreed to be granted as part of Mr Seymour’s remuneration package at the time of his appointment as Managing Director in December 2020.

Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party (among others), unless an exception in Listing Rule 10.12 applies.

Mr Seymour is a related party of the Company by virtue of being a Director of the Company. As the issue of the Related Party Options is the issue of securities to a related party of the Company, shareholder approval is required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

If approval to grant these Options is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1. The Options must be issued within one month of this meeting, as per Listing Rule 10.13.5.

Chapter 2E of the Corporations Act

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:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and

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• (b) give the benefit within 15 months following such approval,

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

The grant of the Related Party Options constitutes giving a financial benefit and Mr Seymour is a related party of the Company by virtue of being a Director. The Directors (other than Mr Seymour who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Related Party Options because the agreement to grant the Related Party Options is considered reasonable remuneration in the circumstances which was negotiated on arm’s length terms at the time of Mr Seymour’s appointment as Managing Director.

Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Related Party Options to Mr Seymour within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Options (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Related Party Options to Mr Seymour and the Company may be required to re-negotiate the remuneration arrangements with Mr Seymour, which may require additional cash payments and affect the Company’s available cash position.

Technical information required by ASX Listing Rule 10.11

For the purposes of Listing Rule 10.13, the Company provides the following information:

• (a) the Related Party Options will be issued to Mr Kevin Seymour (or his nominee);

• (b) approval for Mr Seymour is sought under Listing Rule 10.11.1, a related party by virtue of being a Director of the Company; (c) the maximum number of Related Party Options to be issued is 15,000,000;

• (d) the Related Party Options will be issued as part of Mr Seymour’s remuneration with an exercise price of $0.05 each and an expiry date being the date which is 3 years from the issue date;

• (e) the Related Party Options will be issued no later than 1 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) and it is expected that the issue of the Related Party Options will occur on the same date;

• (f) the issue price of the Related Party Options will be $0.0001;

• (g) the Related Party Options will be issued on the terms and conditions set out in Schedule 1;

• (h) the Related Party Options will be issued for $0.0001 each; and

• (i) the Related Party Options are being issued under Mr Seymour’s employment agreement dated 3 December 2020 ( Employment Agreement ) which confirms the terms and conditions of his appointment as managing director under which he also receives cash remuneration of $200,000 exclusive of any superannuation entitlements. There are no other material terms. The Employment Agreement contains the usual terms and conditions ordinarily contained in such an agreement and otherwise in accordance with Recommendation 1.3 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

5. Resolution 4 - Ratification of prior issue of Placement Shares issued under Listing Rule 7.1

Background

On 5 October 2021, the Company announced a placement of 68,421,046 ordinary shares (‘ Placement Shares’ ) to sophisticated and professional investors at an issue price of $0.019 (‘ Placement ’) together with a 1 for 5 non-renounceable pro rata rights offer to Shareholders.

The Company issued a total of 64,961,843 of the Placement Shares on 12 October 2021 utilising the Company’s existing placement capacity under Listing Rule 7.1.

Resolution 4 is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the portion of the Placement Shares issued under Listing Rule 7.1.

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Listing Rule 7.4

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any Equity Securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A provides that an “eligible entity” may issue up to 10% of its issued share capital without shareholder approval in the 12 month period following its annual general meeting, provided that shareholder approval is obtained by special resolution to do so at the annual general meeting. This issuing capacity is in addition to the capacity under Listing Rule 7.1. An “eligible entity” under the Listing Rules is an entity that is not included in the S&P/ASX 300 index and has a market capitalisation of $300 million or less. The Company satisfied these criteria.

Listing Rule 7.4 provides that an issue of Equity Securities made without prior approval under Listing Rule 7.1 can be treated as having been made with approval if shareholders subsequently approve it and the issue did not breach Listing Rule 7.1. Issues made without shareholder approval in accordance with Listing Rule 7.1A can also be ratified under Listing Rule 7.4.

Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Placement Shares the subject of this Resolution will be excluded in calculating the Company’s 15% limit 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 issue date.

If Resolution 4 is not passed, the Placement Shares the subject of this Resolution will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

Technical information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) a total of 64,961,843 Shares were issued on 12 October 2021 utilising the Company’s 15% placement capacity under Listing Rule 7.1;

• (b) the issue price was $0.019 per Share;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to sophisticated and professional investors as determined by the Corporate Advisor of the Company (Adelaide Equity Partners Ltd) and none of those investors were related parties of the Company;

• (e) the funds raised from this issue will be used to fund exploration at the Mt Venn Project and the Musgrave Nickel-Copper Project; and

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

Directors recommendation

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

6. Resolution 5 – Ratification of prior issue of Placement Shares issued under Listing Rule 7.1A

Background

On 12 October 2021, the Company issued a total of 3,459,203 of the Placement Shares utilising the Company’s placement capacity under Listing Rule 7.1A. The Company obtained Shareholder approval under Listing Rule 7.1A to issue up to an additional 10% of its issued capital at the Company’s 2020 Annual General Meeting.

Resolution 5 is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the portion of the Placement Shares the subject of this Resolution issued under Listing Rule 7.1A.

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Listing Rule 7.4

A summary of Listing Rule 7.4 is set out in Section 5 above.

Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Placement Shares the subject of this Resolution will be excluded in calculating the Company’s 15% limit 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 issue date.

If Resolution 5 is not passed, the Placement Shares the subject of this Resolution will be including in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the issue date.

Technical information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) a total of 3,459,203 Shares were issued on 12 October 2021 utilising the Company’s 10% placement capacity under Listing Rule 7.1A;

• (b) the issue price was $0.019 per Share;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were issued to sophisticated and professional investors as determined by the Corporate Advisor of the Company (Adelaide Equity Partners Ltd) and none of those investors were related parties of the Company;

• (e) the funds raised from this issue will be used to fund exploration at the Mt Venn Project and the Musgrave Nickel-Copper Project; and

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

Directors recommendation

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

7. Resolution 6 – Approval of Appointment of Auditor

Background

From 6 July 2021, the BDO office in Adelaide integrated with its east coast offices, in Brisbane, Sydney and Melbourne. As a consequence, BDO Audit (SA) Pty Ltd has sought consent from the Company to change auditors to BDO Audit Pty Ltd, a different audit entity within the national BDO structure. BDO Audit Pty Ltd maintains the appropriate professional indemnity insurance to perform its role as the Company’s auditor.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for BDO Audit Pty Ltd to be appointed as the Company’s auditor. A copy of this nomination is attached to the Explanatory Memorandum in Schedule 2.

BDO Audit Pty Ltd has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval of this resolution.

Directors recommendation

The Directors recommend that shareholders vote in favour of Resolution 6.

8. Resolution 7 – Amendment to Constitution

Background

Pursuant to section 136(2) of the Corporations Act, the Company may modify a provision of its constitution by special resolution. The Company seeks the approval of Shareholders to amend its constitution to facilitate the participation of Shareholders in meetings by virtual and electronic means.

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Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 ( Determination ), which expired in March 2021, permitted a notice of meeting and any other information provided with that notice to be communicated using technology. For example, companies were permitted to:

• (a) send members an email setting out or attaching a notice of a meeting and other material relating to that meeting;

• (b) provide a link to where the notice and other material can be viewed or downloaded, for example the company’s website or announcements on the ASX webpage; and

• (c) in circumstances where the company did not possess the email addresses of certain members, send a brief letter or postcard detailing a URL for viewing or downloading the notice and other materials.

Virtual meetings and direct voting

Virtual meetings are those which are held entirely online utilising audio or audio and visual communication technology. Meetings may also be convened where a component is held in a physical location and individuals who cannot or do not wish to attend in person can participate by virtual means, which are referred to as hybrid meetings. This Annual General Meeting is a virtual meeting.

The Board considers that it is desirable to maintain the concept of the Determination that allowed for this framework for the conduct of meetings and the Company intends, subject to Shareholder approval, to delete clause 32.4 of the Constitution and substitute in its place the following:

• “ 32.4. Notwithstanding anything else contained in this Constitution but subject always to the Corporations Act:

• (a) subject to any applicable law:

• (i) the Company may hold a meeting of its Members using any technology approved by the Directors that gives the Members as a whole a reasonable opportunity to participate and enables them to vote on a show of hands, on a poll or via a direct vote, as the case may require; and

• (ii) a meeting conducted using such technology may be:

  • (A) held at one or more physical venues; or

  • (B) not held at any specified physical venue and held as a wholly virtual meeting,

and participation in such a meeting will constitute presence as if in person at such a meeting;

• (b) if the Directors elect to use technology for a general meeting of the Company, the Directors will determine the type of technology to be used, and details of the technology that will be used to facilitate the holding of the meeting as approved by the Directors must be set out in the notice of meeting;

• (c) if before or during a meeting of Members any technical difficulty occurs such that the Members as a whole do not have a reasonable opportunity to participate, the Chairman may:

• (i) adjourn the meeting for a reasonable period until the technical difficulty is remedied; or

• (ii) where a quorum remains present (either at the place at which the Chairman is present or by technology as contemplated by this clause 32.4) and able to participate, continue the meeting (subject to the Corporations Act);

• (d) in this Constitution a reference to ‘Member Present’ means a Member present at any general meeting of the Company in person or by proxy or attorney or, in the case of a body corporate, by a duly appointed representative (and, for the avoidance of doubt, includes any of those persons attending a general meeting using technology approved by the Directors in accordance with this Constitution and specified in the notice of meeting); and

• (e) nothing in this clause 32.4 is to be taken to limit the powers conferred on the Chairman by law. ”

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The Board further considers that it is appropriate to specifically provide for virtual participation of Shareholders through direct voting if determined by the Directors as appropriate for the relevant meeting. Direct voting permits Shareholders to exercise their voting rights by lodging their vote before or during the meeting online, by post or other means approved by the Directors. Direct voting enables Shareholders to lodge a direct vote without having to attend the meeting or appoint a proxy.

Accordingly, the Company intends, subject to Shareholder approval, to insert a new clause 45.4 into the Constitution as follows:

“45.4	Subject to clause 32.4, the Directors may determine that direct voting may occur in relation to a meeting
	of Members, on the basis that:

• (a) the notice convening the meeting refers to the main regulations, rules and procedures governing how the direct voting is to be conducted;

• (b) a Member who is entitled to attend and vote on a resolution at that meeting is entitled to cast that vote as a direct vote in a manner which does not require the member to be present;

• (c) the direct vote can be made by the Member notifying the Company of the Member's vote by post, any online or electronic voting system or any other means approved by the Directors; and

• (d) if a member casts a vote as a direct vote in accordance with this Constitution and any relevant regulations, rules and procedures, the direct vote will be as valid and binding for all intents and purposes as if the Member had attended the meeting and cast a vote at the meeting.”

The new clause is to be inserted immediately after the existing clause 45.3.

9. Resolution 8 - Approval of 10% Placement Capacity

Background

Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital ( 10% Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under Listing Rule 7.1.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $12.5m based on the number of Shares on issue and the closing price of Shares on the ASX on 25 October 2021.

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company currently has three classes of quoted Equity Securities on issue, being the Shares (ASX Code: WML), listed WMLOB Options and listed WMLOC Options.

If Shareholders approve Resolution 8, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. If Resolution 8 is not passed, the issue of the Equity Securities under the 10% Placement Capacity will be included in calculating the Company’s 10% limit, effectively decreasing the number of Equity Securities it can issued without Shareholder approval over the 12 month period following the issue date.

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Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.

Technical information required for ASX Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 8:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in section 9(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid), and

• (iii) the time and date of the Company’s next Annual General Meeting.

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 8 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A(2), on the basis of the market price of Shares (‘ Market Price’ ) and the number of Equity Securities on issue as at 22 October 2021.

The table below shows the voting dilution impact where the current number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Issued Share Capital (Variable A)	50% decrease in Market Price $0.011	50% decrease in Market Price $0.011	Current Market Price $0.022	Current Market Price $0.022	50% increase in Market Price $0.033	50% increase in Market Price $0.033
	10% Voting Dilution	Funds Raised	10% Voting Dilution	Funds Raised	10% Voting Dilution	Funds Raised
Present Issued Shares = 568,166,664 Shares (Variable A)	56,816,666	$624,983	56,816,666	$1,249,966	56,816,666	$1,874,949
50% Increase in Shares = 852,249,996 Shares (Variable A)	85,224,999	$937,474	85,224,999	$1,874,949	85,224,999	$2,812,424

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100% Increase in Shares = 1,136,333,328 Shares (Variable A)	113,633,332	$1,249,966	113,633,332	$2,499,933	113,633,332	$3,749,899

Table 1 - Assumptions and explanations

• The Market Price is $0.022 based on the closing price of the shares on ASX on 22 October 2021.

• The above table only shows the dilutionary effect based on the issue of the Equity Securities under the 10% Placement Capacity (assuming only Shares are issued) and not any shares issued under the 15% under Listing Rule 7.1.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The Company issues the maximum number of Equity Securities under the 10% Placement Capacity

• The issued share capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 22 October 2021.

• The issue price of the securities issued under the 10% Placement Capacity used in the table is the same as the Market Price and does not take into account the discount to the Market Price (if any).

Shareholders should note that there is a risk that:

• (i) the Market Price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the Market Price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company has no particular purpose in mind at this time and merely wishes to be prepared for any eventuality. It is most likely that if an issue is made it will be for the purpose of expanding or furthering the development of the Company’s existing exploration projects and/ or for general working capital. Equity Securities can only be issued for cash consideration pursuant to Listing Rule 7.3A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii)

• the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v)

• prevailing market conditions; and

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

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2020 Annual General Meeting.

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As the Company has previously obtained Shareholder approval under Listing Rule 7.1A, the following information is provided to Shareholders, in accordance with Listing Rule 7.3A.6, regarding the Equity Securities issued in the previous 12 months preceding the date of the AGM (that is, since 26 November 2020):

Listing Rule 7.3A.6(a): Total Equity Securities issued in previous 12 months

	No. of Equity Securities on issue at commencement of 12 month period	37,431,209 Shares (Total)	37,431,209 Shares (Total)
	% previous issues represent of total number of equity securities on issue at commencement of 12 monthperiod	11%
i
	Date of issue:		19 April 2021
	Number issued		33,972,006
	Type of equity security:		Ordinary Shares
	Summary of terms:		As for existing Ordinary Shares
	Names of persons who received securities or basis on which those persons was determined		Issued to institutional, sophisticated and professional investors as determined by the Company’s Corporate Advisor (Adelaide Equity Partners Ltd) pursuant to the share placement announced on 12 April 2021
	Price at which equitysecurities were issued:		$0.017per Share
	Discount to marketprice(if any)		10%
	Consideration received		$577,524
	Total cash consideration spent		$577,524
	Use of cash		To fund exploration at the Mt Venn Gold Project and the Musgrave Nickel- Copper Project
	Intended use for remaining consideration (if any)		N/A

Listing Rule 7.3A.6(b): Details of Equity Securities issued in previous 12 months under Listing Rule 7.1A:

Date of issue:	12 October 2021
Number issued	3,459,203
Type of equity security:	Ordinary Shares
Summary of terms:	As for existing Ordinary Shares
Names of persons who received securities or basis on which those persons was determined	Issued to institutional, sophisticated and professional investors as determined by the Company’s Corporate Advisor (Adelaide Equity Partners Ltd) pursuant to the share placement announced on 5 October 2021
Price at which equitysecurities were issued:	$0.019per Share
Discount to marketprice(if any)	11%
Consideration received	$65,724
Consideration spent	NIL
Use of cash	N/A
Intended use of remaining consideration (if any)	To fund exploration at the Mt Venn Gold Project and the Musgrave Nickel- Copper Project

(g) Compliance with Listing Rules 7.1A.4

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must:

• (i) give to the ASX a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) state in its announcement of the proposed issue that the securities are being issued under Listing Rule 7.1A.

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Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

Directors recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 8.

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GLOSSARY

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

ACDT means Australian Central Daylight Time, being the time in Adelaide, South Australia, Australia.

ASIC means Australian Securities and Investments Commission.

Associate has the same meaning as in the Corporation Act.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

Board means the Directors of the Company as at the date of this Notice of Meeting.

Chair and Chairman means the person appointed to chair the Meeting.

Closely Related Party of a member of the Key Management Personnel for an entity means:

(a) a spouse or child of the member;

(b) a child of the member’s spouse;

(c) a dependant of the member or of the member’s spouse;

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

(e) a company the member controls; or

(f) a person prescribed as such by the Corporations Regulations 2001 (Cth).

Company means Woomera Mining Limited (ACN 073 155 781).

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum to the Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards as defined in section 9 of the Corporations Act (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise, of the Company).

Listing Rules means the listing rules of the ASX.

Option means an option to acquire a Share.

Meeting means the annual general meeting proposed in this Notice of Meeting.

Notice or Notice of Meeting means this Notice of Annual General Meeting.

Proxy Form means the proxy form attached to the Notice of Meeting.

Resolution means a resolution contained in this Notice of Meeting.

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

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Shareholder or Member means a holder of a Share.

10% Placement Capacity has the meaning given in Section 9 of the Explanatory Memorandum.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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SCHEDULE 1 –TERMS & CONDITIONS OF RELATED PARTY OPTIONS

Entitlement

Each New Option gives the Optionholder the right to subscribe for one Share. To obtain the right afforded by each Option, the Optionholder must exercise the relevant Options in accordance with the terms and conditions attaching to the Options. Subject to variation in the share capital of the Company, the amount payable by the Optionholder on the exercise of each option shall be $0.05 ( Exercise Price ).

Exercise

The Options will expire on the date which is 3 years from the date of issue ( Option Expiry Date ), unless exercised earlier pursuant to the terms and conditions of the Options. Any Option not exercised before the Option Expiry Date will automatically lapse on the Option Expiry Date.

The Options shall be exercisable at any time on or prior to the Option Expiry Date by the Optionholder providing a notice in writing to the Company and payment of the Exercise Price in cleared funds ( Exercise Notice ). Within 10 business days of receipt of the Exercise Notice, the Company will:

• (a) allot and issue such number of Shares in the Company as required by the terms and conditions with reference to the number of Options specified in the Exercise Notice;

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

Rank equally

Shares issued on the exercise of the Options will rank equally with the Shares on issue at the time of the exercise. If the Company is admitted to the official list of the ASX on the date of the exercise of the Options, application will be made by the Company to the ASX for official quotation of the Shares that result from the exercise of the relevant Options.

Rights attaching to Options

If at any time the issued capital of the Company is reconstructed, the number of Options and the Exercise Price will be adjusted accordingly, in a manner that the auditors of the Company advise is fair and reasonable in their option, and in all cases in accordance with the provisions of the Listing Rules and the Corporations Act. Other than for such an adjustment, an Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option is capable of exercise.

There are no participation rights or entitlements inherent in the Options, and Optionholders will not be entitled to participate in new issues of capital offered to shareholders by virtue of the Options. The Company will notify all Optionholders that hold Options capable of exercise prior to the relevant qualifying date for the new issue of capital no less than 10 business days prior to the closing date of that offer, so as to enable those Optionholders to exercise some or all of their Options such that they may then participate in the relevant issue of capital.

Options not Quoted

The Options will not be quoted on the ASX.

Compliance with Listing Rules

If, and to the extent, any of the preceding terms and conditions in respect of the Options are inconsistent with the Listing Rules, the Listing Rules will prevail in all respects to the extent of the inconsistency.

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SCHEDULE 2 – NOMINATION FROM SHAREHOLDER

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:30 am (ACDT) Tuesday 23 November 2021

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

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

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

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

Lodge your vote online at

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

Your secure access information is

Control Number: 186182

SRN/HIN:

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

281796_0_COSMOS_Sample_Proxy/000001/000001/i

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

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Woomera Mining Ltd hereby appoint

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the Chairman of the Meeting

OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Woomera Mining Ltd to be held via a webcast with online voting available via https://web.lumiagm.com with meeting ID 327-674-249 on Thursday, 25 November 2021 at 11:30am (ACDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1 and 3 (except where I/we have indicated a different voting intention below) even though Items 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1 and 3 by marking the appropriate box in step 2 below.

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

		For	Again	st Abstain
1.	Adopt the Remuneration Report
2.	Re-election of Mr David Lindh as a Director of the Company
3.	Approval of issue of Options to Kevin Seymour
4.	Ratification of Prior Issue of Placement Shares Issued under Listing Rule 7.1
5.	Ratification of Prior Issue of Placement Shares Issued under Listing Rule 7.1A
6.	Approval of Appointment of Auditor
7.	Amendment to Constitution
8.	Approval of 10% Placement Capacity

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

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SIGN
Signature of Securityholder(s) This section must be completed.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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WML