ORE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2022

Mar 17, 2022

AUROCH MINERALS LIMITED

ACN 148 966 545

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at the Company's office at Suite 10, 38-40 Colin Street, West Perth, Western Australia on Thursday, 21 April 2022 at 10:30am (AWST).

Auroch Minerals Limited ( Company ) advises Shareholders that the general meeting will be held in compliance with any restrictions on public gatherings in Western Australia.

Due to the evolving COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person. Proxy forms for the Meeting should be lodged before 10:30am (AWST) on Tuesday, 19 April 2022.

Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to admin @aurochminerals.com by no later than 5:00pm (AWST) on Tuesday, 19 April 2022.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company's website at https://www.aurochminerals.com.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6383 7817

AUROCH MINERALS LIMITED ACN 148 966 545

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Auroch Minerals Limited ( Company ) will be held at the Company's office at Suite 10, 38-40 Colin Street, West Perth, Western Australia on Thursday, 21 April 2022 at 10:30am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 19 April 2022 at 4:00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1 Resolution 1 – Issue of Performance Rights to Michael Edwards

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 6,000,000 Performance Rights to Michael Edwards (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Michael Edwards (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

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

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

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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:

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• (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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

2 Resolution 2 – Issue of Performance Rights to Trevor Eton

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

'That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 150,000 Performance Rights to Trevor Eton (and/or his nominee) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Trevor Eton (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

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

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

• (b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson 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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In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Dated: 18 March 2022

By order of the Board

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Matthew Worner

Joint Company Secretary

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AUROCH MINERALS LIMITED ACN 148 966 545

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the Shareholders to provide information in connection with the business to be conducted at the Meeting.

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

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders Section 3 Resolutions 1 and 2 – Issue of Performance Rights Schedule 1 Definitions and Interpretation Schedule 2 Terms and Conditions of Performance Rights

A Proxy Form is attached to the Notice.

2 Action to be taken by Shareholders

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

The Company advises that a poll will be conducted for all Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

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• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:30am (AWST) on Tuesday, 19 April 2022, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

A vote on Resolutions 1 and 2 must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on the Resolutions, and:

• (a) the person is appointed as a proxy that specifies the way the proxy is to vote on the Resolutions; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on the Resolutions, but expressly authorises the Chairperson to exercise the proxy even if the Resolutions are connected with the remuneration of a member of the Key Management Personnel.

2.3 Attendance at Meeting

The Company advises Shareholders that the Meeting will be held in compliance with any government restriction on gatherings in Western Australia. Due to the evolving COVID-19 situation, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person.

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at https://www.aurochminerals.com.

3 Resolutions 1 and 2 – Issue of Performance Rights

3.1 Background

On:

• (a) 1 February 2022, the Company announced that Michael Edwards (previously a nonexecutive Director) had been appointed as Executive Chairman of the Company. As part of his engagement as Executive Chairman, and to recognise his enhanced role and increased responsibility, the Company agreed, subject to Shareholder approval, to grant 6,000,000 Class B Performance Rights to Michael Edwards (and/or his nominee); and

• (b) 16 December 2021, Shareholders approved the grant of an aggregate of 7,750,000 Performance Rights to the Directors (and/or their nominees). These Performance Rights were issued on 10 January 2022. The Company had intended to grant Trevor Eton, a Director (and/or his nominee), an aggregate of 1,500,000 Performance Rights. However, due to an administrative oversight, the Company only sought Shareholder approval for the grant of 1,350,000 Performance Rights to Trevor Eton (and/or his nominee).

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Resolution 1 seeks approval to grant 6,000,000 Class B Performance Rights to Michael Edwards (and/or his nominee).

Resolution 2 seeks approval to grant an additional 150,000 Class C Performance Rights to Trevor Eton (and/or his nominee) as was initially intended.

3.2 General

In accordance with Listing Rule 10.11 and section 208 of the Corporations Act, Shareholder approval is required for the grant of Performance Rights to a related party. Michael Edwards and Trevor Eton are related parties of the Company, by reason of being Directors.

The Company is proposing to issue:

• (a) 6,000,000 Class B Performance Rights to Michael Edwards (and/or his nominee); and

• (b) 150,000 Class C Performance Rights to Trevor Eton (and/or his nominee).

The Board considers that the grant of Performance Rights to Michael Edwards and Trevor Eton would be a cost effective and efficient reward for the Company to appropriately incentivise their continued performance, and is consistent with the strategic goals and targets of the Company.

Each Performance Right shall vest and convert into Shares on a one for one basis subject to the satisfaction of the following vesting conditions:

Performance Rights	Vesting Condition	Vesting Condition
Class B Performance Rights	(i) (ii) (iii) (iv) (v)	Tranche 1:750,000 Class B Performance Rights will vest on the date that is six months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.25 per Share on or before the date that is six months from the date of issue; Tranche 2:750,000 Class B Performance Rights will vest on the date that is 12 months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.25 per Share on or before the date that is 12 months from the date of issue; Tranche 3:1,500,000 Class B Performance Rights will vest on the date that is six months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.35 per Share on or before the date that is six months from the date of issue; Tranche 4:1,500,000 Class B Performance Rights will vest on the date that is 12 months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.35 per Share on or before the date that is 12 months from the date of issue; Tranche 5:750,000 Class B Performance Rights will vest on the date that is six months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.40 per Share on or before the date that is six months from the date of issue; and

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	(vi)	Tranche 6:750,000 Class B Performance Rights will vest on the date that is 12 months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.40 per Share on or before the date that is 12 months from the date of issue.
Class C Performance Rights	Vesting immediately on the date of issue.

Refer to Schedule 2 for a summary of the terms and conditions of the Performance Rights.

Resolutions 1 and 2 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 1 and 2.

3.3 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The grant of the Performance Rights to Michael Edwards and Trevor Eton constitutes giving a financial benefit and Michael Edwards and Trevor Eton are both related parties of the Company by virtue of being Directors.

As the Performance Rights are proposed to be granted to two out of the three Directors, the Directors are unable to form a quorum to consider whether one of the exceptions detailed in sections 210 to 216 of the Corporations Act applies to the grant of the Performance Rights. Accordingly, Shareholder approval for the grant of the Performance Rights to Michael Edwards and Trevor Eton is sought in accordance with section 208 of the Corporations Act.

3.4 Listing Rule 10.11

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

10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

The grant of an aggregate of 6,150,000 Performance Rights to Michael Edwards and Trevor Eton (and/or their nominees) falls within Listing Rule 10.11.1, as they are both a related party of the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

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Resolutions 1 and 2 seek the required Shareholder approval to grant an aggregate of 6,150,000 Performance Rights to Michael Edwards and Trevor Eton (and/or their nominees) under and for the purposes of Listing Rule 10.11.

If Resolutions 1 and 2 are passed, the Company will be able to proceed with the grant of an aggregate of 6,150,000 Performance Rights to Michael Edwards and Trevor Eton (and/or their nominees) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Performance Rights without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolutions 1 and 2 are not passed, the Company will not be able to proceed with the grant of an aggregate of 6,150,000 Performance Rights to Michael Edwards and Trevor Eton (and/or their nominees), and Michael Edwards and Trevor Eton will not receive the Performance Rights.

3.5 Specific information required by Listing Rule 10.13 and Section 219 of the Corporations Act

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:

• (a) The Performance Rights will be granted to:

• (i) Michael Edwards (and/or his nominee) – Executive Chairman; and

• (ii) Trevor Eton (and/or his nominee) – Non-Executive Director.

• (b) Michael Edwards and Trevor Eton fall within Listing Rule 10.11.1 as they are both a related party of the Company by reason of being Directors.

• (c) The maximum number of Performance Rights to be granted to:

• (i) Michael Edwards (and/or his nominee) is 6,000,000 Class B Performance Rights; and

• (ii) Trevor Eton (and/or his nominee) is 150,000 Class C Performance Rights.

• (d) A summary of the material terms and conditions of the Performance Rights is detailed in Schedule 2 of this Notice.

• (e) The Performance Rights will be issued no later than one month after the date of the Meeting.

• (f) The Performance Rights will be issued for nil cash consideration to incentivise Michael Edwards and Trevor Eton. No funds will be raised from the grant of the Performance Rights.

• (g) The Performance Rights are being issued as a cost effective and efficient reward for the Company to appropriately incentivise the continued performance of Michael Edwards and Trevor Eton and is considered by the Board to be consistent with the strategic goals and targets of the Company.

• (h) The remuneration of Michael Edwards and Trevor Eton for the year end 30 June 2021 is as follows:

Name	Cash Salary and **Fees1 **	Superannuation	Performance Rights	Options	Total
Michael Edwards2	$30,000	-	$41,839	-	$71,839

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Trevor Eton3	$15,734	-	-	-	$15,734

1. Exclusive of superannuation.

2. Under the terms of Michael Edwards' current arrangement as Executive Chairman, he will receive a fee of $120,000 per annum.

3. Trevor Eton was appointed as Director on 10 February 2021 and his cash salary is $36,000 per annum.

4. (i) As at the date of this Notice, Michael Edwards and Trevor Eton hold the following interests in securities:

Name	Shares	Options	Performance Rights
Michael Edwards	400,000	500,000	1,750,000
Trevor Eton	32,092	500,000	1,350,000

• (j) The Board has received advice from an independent expert, BDO, on the value of the Performance Rights and determined on the basis of the assumptions detailed below, the technical value of one Performance Right is as follows:

Director	Performance Rights	Number of Performance Rights	Value Per Security	Total Value
Michael Edwards	Class B – Tranche 1	750,000	$0.0137	$10,275
Michael Edwards	Class B – Tranche 2	750,000	$0.0370	$27,750
Michael Edwards	Class B – Tranche 3	1,500,000	$0.0045	$6,750
Michael Edwards	Class B – Tranche 4	1,500,000	$0.0214	$32,100
Michael Edwards	Class B – Tranche 5	750,000	$0.0027	$2,025
Michael Edwards	Class B – Tranche 6	750,000	$0.0167	$12,525
Trevor Eton	Class C	150,000	$0.1075	$16,125

This valuation imputes a total value of $107,550 to the Performance Rights. The value may go up or down after the date of valuation as it will depend on the future price of a Share. The Black Scholes Pricing Model has been used to value the Performance Rights, with the following assumptions:

• (i) the risk free rate of 1.02% is the Reserve Bank of Australia's two-year bond rate;

• (ii) the underlying security spot price of $0.1075 used for the purposes of this valuation is based on the closing share price of the Company on 1 March 2022;

• (iii) the estimated volatility used in the Performance Right valuation is 90%;

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• (iv) for the purposes of the valuation, no future dividend payments have been forecast; and

• (v) for the purposes of the valuation it is assumed that the Performance Rights will be granted on date of the valuation, 1 March 2022, and the:

  • (A) Class B Tranche 1 Performance Rights will have a life of 2.51 years from the commencement date;

  • (B) Class B Tranche 2 Performance Rights will have a life of 3 years from the commencement date;

  • (C) Class B Tranche 3 Performance Rights will have a life of 2.51 years from the commencement date;

  • (D) Class B Tranche 4 Performance Rights will have a life of 3 years from the commencement date;

  • (E) Class B Tranche 5 Performance Rights will have a life of 2.51 years from the commencement date;

  • (F) Class B Tranche 6 Performance Rights will have a life of 3 years from the commencement date; and

  • (G) Class C Performance Rights will have a life of 2 years from the commencement date.

• (k) Under the accounting standard AASB 2 share based payments, the Company will recognise an expense in the income statement based on the fair value of the Performance Rights over the period from the date of grant to the vesting date. The total of the fair value of the Performance Rights granted is $107,550 at the date of the Notice.

• (l) Historical quoted price information for the Company's listed securities for the last twelve months is as follows:

Shares	Price	Date
Highest	$0.26	1 April 2021
Lowest	$0.10	14 December 2021
Last	$0.12	14 March 2022

• (m) The conversion of the Performance Rights will result in a dilution of all other Shareholders' holdings in the Company of 1.70% based on issued Shares as at the date of the Notice and 1.54% on a fully diluted basis.

• (n) A voting exclusion statement is included in the Notice for Resolutions 1 and 2.

• (o) Other than the information above and otherwise detailed in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 1 and 2.

3.6 Director Recommendation

The Directors decline to make a recommendation on Resolutions 1 and 2 as:

• (a) Michael Edwards and Trevor Eton have a material interest in these Resolutions; and

• (b) the remaining Director had a material interest in the related resolutions 8 to 11 (inclusive) that were approved by Shareholders at the Annual General Meeting held on 16 December 2021 and does not consider it appropriate that they make a recommendation on Resolutions 1 and 2.

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Schedule 1

Definitions

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

$ means Australian Dollars;

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX;

AWST means Australian Western Standard Time, being the time in Perth, Western Australia;

Board means the board of Directors;

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice;

Class B Performance Right means a right to acquire Share, subject to the satisfaction of the vesting conditions in section 2 of Schedule 2;

Class C Performance Right means a right to acquire Share, vesting immediately on the grant date;

Closely Related Party means:

• (c) a spouse or child of the member; or

• (d) has the meaning given in section 9 of the Corporations Act;

Company means Auroch Minerals Limited (ACN 148 966 545);

Corporations Act means the Corporations Act 2001 (Cth);

Director means a director of the Company;

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice;

Key Management Personnel means 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 ASX;

Meeting has the meaning in the introductory paragraph of the Notice;

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form;

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions;

Proxy Form means the proxy form attached to the Notice;

Resolution means a resolution detailed in the Notice;

Schedule means a schedule to this Explanatory Memorandum;

Section means a section of this Explanatory Memorandum;

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

Shareholder means a shareholder of the Company; and

VWAP means volume weighted average price.

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Schedule 2

Terms and Conditions of Performance Rights

1. Entitlement

Each Performance Right that vests entitles the holder ( Holder ) to redeem the Performance Right during the redemption period (without having to pay any cash consideration) for one Share.

2. Class B and Class C Performance Rights

The Class B Performance Rights are subject to different performance periods (each a Performance Period ) which are as follows:

• (i) Tranche 1: 750,000 Class B Performance Rights will vest on the date that is six months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.25 per Share on or before the date that is six months from the date of issue;

• (ii) Tranche 2: 750,000 Class B Performance Rights will vest on the date that is 12 months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.25 per Share on or before the date that is 12 months from the date of issue;

• (iii) Tranche 3: 1,500,000 Class B Performance Rights will vest on the date that is six months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.35 per Share on or before the date that is six months from the date of issue;

• (iv) Tranche 4: 1,500,000 Class B Performance Rights will vest on the date that is 12 months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.35 per Share on or before the date that is 12 months from the date of issue;

• (v) Tranche 5: 750,000 Class B Performance Rights will vest on the date that is six months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.40 per Share on or before the date that is six months from the date of issue; and

• (vi) Tranche 6: 750,000 Class B Performance Rights will vest on the date that is 12 months from the date of issue if the Company achieves a 20-day VWAP equal to or greater than A$0.40 per Share on or before the date that is 12 months from the date of issue.

The Class C Performance Rights will vest immediately on the date of issue.

3. Redemption Period

Performance Rights that vest on the relevant vesting date may each be redeemed for a Share at any time during the subsequent redemption period, by the Holder in accordance with clause 5 below.

The Performance Rights have a two year redemption period following the relevant vesting date. A vested Performance Right not redeemed by its Holder by the end of the redemption period will be immediately automatically cancelled for nil consideration.

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4. Ceasing Directorship

If a Holder (or the director of the Company who nominated the holder to receive those Performance Rights) ceases to be a director of the Company for any reason during a Performance Period, the Board may determine (in its sole discretion and subject to any requirements Corporations Act and Listing Rules) whether to waive the applicable vesting conditions such that some or all of the unvested Performance Rights in any tranche held by that director (or by their nominee) will vest. Any vested Performance Rights, including those vested as a result of the Board's discretion above, will not be cancelled during the redemption period due to such cessation of office.

If the Board does not make the above determination within 10 business days from the date a Holder (or the director of the Company who nominated the holder to receive those Performance Rights) ceases to be a director of the Company for any reason during a Performance Period:

• (i) all of:

• (A) the unvested Performance Rights in the relevant tranche; and

• (B) the other unvested Performance Rights (of any tranche) held by that director (or by their nominee),

will not vest and will instead be immediately and automatically cancelled for nil consideration; and

• (ii) any vested Performance Rights will not be cancelled during the redemption period due to such cessation of office.

5. Notice of Redemption of vested Performance Rights

A Holder of a vested Performance Right who continues to be a Director (or who is the nominee of a continuing Director) has the right to redeem vested Performance Rights for a number of Shares as are equal to the number of such vested Performance Rights on written notice given to the Company prior to the end of the redemption period. Those Performance Rights will automatically be cancelled upon their redemption.

6. Timing of Issue of Shares and Quotation

Within five Business Days after the later of the following:

• (i) receipt by the Company of a notice of redemption of vested Performance Rights given in accordance with clause 5; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information (if there is no such information the relevant date will be five Business Days after the date of receipt of a notice of redemption as set out in clause (i) immediately above),

the Company will:

• (iii) allot and issue the Shares pursuant to the vesting of the Performance Rights; and

• (iv) as soon as reasonably practicable and 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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• (v) apply for official quotation on ASX of Shares issued pursuant to the redemption of the Performance Rights.

7. Shares Issued

Shares issued on the satisfaction of the performance milestone attaching to the Performance Rights rank equally with all existing Shares.

8. Quotation of the Shares Issued on Exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the Performance Rights.

9. Reorganisation

If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of the Holder who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

10. Holder Rights

A Holder who holds Performance Rights is not entitled to:

• (i) notice of, or to vote or attend at, a meeting of the Shareholders;

• (ii) receive any dividends declared by the Company;

• (iii) any right to a return of capital, whether in winding up of the Company, upon a reduction of capital in the Company or otherwise;

• (iv) participate in any new issues of securities offered to Shareholders during the term of the Performance Rights; or

• (v) cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,

unless and until the Performance Rights are satisfied and the Holder holds Shares.

11. Pro Rata Issue of Securities

If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a Holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.

A Holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any performance milestone which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

12. Adjustment for Bonus Issue

If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the Holder is then entitled, shall be increased by that number of securities which the Holder would have been issued if the Performance Rights then held by the Holder were vested immediately prior to the record date for the bonus issue.

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13. Change of Control

For the purposes of these terms and conditions, a " Change of Control Event " occurs if:

• (i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

• (ii) a Takeover Bid:

• (A) is announced;

• (B) has become unconditional; and

• (C) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;

• (iii) any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or

• (iv) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

Where a Change of Control Event has (i) occurred or (ii) been announced by the Company, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any performance milestone has been satisfied.

14. Quotation

The Company will not seek official quotation of any Performance Rights.

15. Performance Rights Not Property

A Holder's Performance Rights are personal contractual rights granted to the Holder only and do not constitute any form of property.

16. No Transfer of Performance Rights

Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any person other than the Holder.

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