OZAURUM RESOURCES LIMITED — AGM Information 2021

Oct 20, 2021

==> picture [154 x 49] intentionally omitted <==

18 October 2021

OzAurum Resources Limited ABN 63 643 244 544 Unit 1, 15 Williams Street Kalgoorlie WA 6430 PO Box 10396, Kalgoorlie WA 6430 Ph: +61 8 9093 0039 E: info@ozaurumresources.com

Dear Shareholder,

Annual General Meeting - Notice and Proxy Form

Notice is hereby given that the Annual General Meeting ( Meeting ) of Shareholders of OzAurum Resources Ltd (ACN 643 244 544) (the Company ) will be held at The Kalgoorlie Boulder Chamber of Commerce and Industry Meeting Rooms, 58 Egan Street, Kalgoorlie, Western Australia at 1.00pm (WST) on 24 November 2021.

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings. Shareholders will also be able to attend the meeting virtually. Details of how to attend virtually are included in the Notice and on your proxy form.

The Company is providing the notice of Annual General Meeting ( NOM ) electronically and is not mailing hard copies to shareholders. This approach is consistent with modifications to the Corporations Act 2001 (Cth) made in response to thoe COVID-19 pandemic. Instead, a copy of the NOM is available through the Company's registry at https://investor.automic.com.au/#/loginsah .

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the attached proxy form by:

post to: Automic

GPO Box 5193

Sydney NSW 2001

or

email to: meetings@automicgroup.com.au

Your proxy voting instruction must be received by 1.00pm (WST) on 22 November 2020, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 may change. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX.

The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consul t your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Automic on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Yours faithfully Stephen Hewitt-Dutton Company Secretary

==> picture [431 x 135] intentionally omitted <==

OzAurum Resources Ltd ACN 643 244 544

Notice of Annual General Meeting

Annual General Meeting of Shareholders to be held at The Kalgoorlie Boulder Chamber of Commerce and Industry Meeting Rooms, 58 Egan Street, Kalgoorlie, Western Australia at 1.00pm (WST) on 24 November 2021.

The Board has made the decision that it will hold a physical meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings. However, as circumstances relating to COVID-19 may change at short notice, Shareholders will also be ablet to attend and vote at the meeting virtually.

More information regarding online participation at the Meeting (including how to vote and ask questions online during the Meeting) is available in the Virtual Attendance Instructions accompanying this Notice of Meeting.

Important

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of OzAurum Resources Ltd ACN 643 244 544 ( Company ) will be held at the Kalgoorlie Boulder Chamber of Commerce and Industry Meeting Rooms, 58 Egan Street, Kalgoorlie, Western Australia at 1.00pm (WST) on Wednesday 24 November 2021. Shareholders will also be able to attend the meeting virtually (see page 4 for details).

Business

1. Annual Report for the financial period ended 30 June 2021

To receive and consider the Annual Report of the Company, containing the Directors’ Report, the Remuneration Report and the Auditor’s Report, for the financial period ended 30 June 2021.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, pass the following as a non-binding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the period ended 30 June 2021 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement

In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or Closely Related Party of such member.

However, the Company will not disregard a vote if:

• (a) The person is acting as proxy, the proxy form specifies how the proxy is to vote and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) The person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of the member of the Key Management Personnel.

3. Resolution 2 – Re-election of Andrew Tudor

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

“That Andrew Tudor, who retires by rotation in accordance with clause 41 of the Constitution and who is eligible and offers himself for re-election, be re-elected as a Director.”

4. Resolution 3 – Approval of 10% Placement Capacity

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise as set out in the Explanatory Statement.”

2

5. Resolution 4 – Appointment of Auditor

To consider and, if thought fit, pass the following resolution as a special resolution :

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, HLB Mann Judd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company with effect on and from the close of the Annual General Meeting.”

6. Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

By order of the Board

==> picture [192 x 71] intentionally omitted <==

Stephen Hewitt-Dutton Company Secretary OzAurum Resources Ltd 18 October 2021

3

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice.

This Explanatory Statement should be read in conjunction with the Resolutions set out in this Notice. Capitalised terms used in this Notice and Explanatory Statement are defined in the Glossary.

1. Proxies and Voting Entitlements

Please note that:

• (a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

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

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

Members of Key Management Personnel and their Closely Related Parties will not be able to vote as proxy on Resolution 1 unless the Shareholder directs them how to vote or, in the case of the Chairman, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of Key Management Personnel or their Closely Related Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it directs the proxy how to vote on Resolution 1.

If a Shareholder intends to appoint the Chairman as its proxy on Resolution 1, Shareholders can direct the Chairman how to vote by marking one of the boxes for Resolution 1 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, the Shareholder is deemed to expressly authorise the Chairman to vote as he sees fit on Resolution 1 even though Resolution 1 is connected to the remuneration of members of Key Management Personnel and even if the Chairman has an interest in the outcome of that Resolution.

To vote by proxy, please complete and sign the Proxy Form enclosed and return in accordance with the instructions on the Proxy Form so that it is received by no later than 1.00pm (WST) on Monday 22 November 2021. Proxy Forms received later than this time will be invalid.

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on Monday 22 November 2021. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

4

2. Virtual Meeting

If you wish to virtually attend the Meeting (which will be broadcast as a live webinar), please preregister in advance for the virtual Meeting here:

https://us02web.zoom.us/webinar/register/WN_EbnuDRD6Q4azBc3_VlsZVg

After registering, you will receive a confirmation containing information on how to attend the virtual Meeting.

Shareholders will be able to vote and ask questions at the virtual Meeting. Shareholders are also encouraged to submit any questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company at admin@ozaurumresources.com at least 48 hours prior to the Meeting.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect of the formal items of business.

Voting Virtually

Shareholders who wish to vote virtually on the day of the meeting will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on 'register' and follow the steps. Shareholders will require their holder number (Shareholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Shareholders who have an existing account with Automic are advised to take the following steps to attend and vote on the day of the Meeting:

1. Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password.

2. If registration for the virtual Meeting is open, click on 'Meeting open for registration' and follow the steps.

3. If live voting for the virtual Meeting is open, click on 'Meeting open for voting' and follow the steps.

3. Annual Report for the financial period ended 30 June 2021

The Corporations Act requires the Annual Report of the Company for the financial period ended 30 June 2021, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report, to be laid before the Annual General Meeting. The financial statements and reports are contained in the Annual Report. Shareholders who have elected to receive the Annual Report have been provided with a copy. The Annual Report is also available on ASX’s website.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions about, and make comments on, the Financial Report, the Directors Report and the Auditor’s Report.

In accordance with section 250T of the Corporations Act, a representative of the Company’s Auditor is anticipated to be in attendance to respond to any questions raised of the Auditor or on the Auditor’s Report. Written questions to the Auditor must be submitted by Shareholders to the Company at least 5 business days prior to the Annual General Meeting.

5

4. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2021 is set out in the 2021 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for its Directors and senior management.

Section 250R(2) of the Corporations Act requires the Annual General Meeting to include a vote on the adoption of the Remuneration Report. Under section 250R(3) of the Corporations Act, the vote on the this Resolution is advisory only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion on the Remuneration Report at the Annual General Meeting.

If at least 25% of the votes on this Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2022 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company’s 2022 annual general meeting. All of the Directors who are in office when the Company’s 2022 Directors’ Report is approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election is approved will be the directors of the Company.

5. Resolution 2 – Re-election of Andrew Tudor

In accordance with clause 41 of the Constitution, at every annual general meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last reappointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

Andrew Tudor retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-election.

Mr Tudor’s experience has been gained over 34 years as a geologist in the mining industry. He has encompassed roles ranging from Managing Director/CEO of ASX listed companies to General Manager, Country Manager and Exploration Manager roles, as well as exploration and mine geology functions.

Mr Tudor has also held the position of General Manager and Principal Consultant of a global mineral consulting firm where his role concentrated on project assessment, due diligence and evaluation studies, in conjunction with geological and resource assessments.

Mr Tudor’s career commenced exploring and mining gold in Western Australia and progressed to the varying gold and base metal environments of the Australasian/Pacific region.

The Directors (excluding Mr Tudor) recommend that Shareholders vote in favour of Resolution 2.

6. Resolution 3 – Approval of 10% Placement Facility

6.1 Background

Resolution 3 is a special resolution to approve the Company's ability to utilise the additional 10% placement capacity available under Listing Rule 7.1A for the next 12 months.

This Resolution 3 will be passed by Shareholders as a special resolution if 75% of the votes cast by Shareholders present and eligible to vote (whether in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) are in favour of it.

6

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to enable the Company's to issue Equity Securities under the 10% Placement Capacity over the next 12 months.

If Resolution 3 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

The exact number of Equity Securities to be issued under the 10% placement capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

6.2

Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% placement capacity is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% placement capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has the following quoted Equity Securities on issue 14,500,000 ordinary shares.

(c) Formula for calculating 10% placement capacity

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

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

• plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17,

• plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

• plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

7

• the agreement was entered into before the commencement of the relevant period; or

• the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

• plus the number of any other fully paid +ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4,

Note: This may include fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 17 where the issue is subsequently approved under rule 7.1.

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of fully paid ordinary securities cancelled in the relevant period.

• Note: A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) ASX Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

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

Effect of Resolution 3

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

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the Additional 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

6.3 Specific Information Required by ASX Listing Rule 7.3A

In accordance with Listing Rule 7.3A. the following information is provided to Shareholders in relation to the 10% placement capacity.

(a) Effective period

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

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) The time and date of the Company's next annual general meeting; or

• (iii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking)

• ( 10% Placement Period ).

8

(b) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average market price of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

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

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

(c) Purpose of issue

The Company may only issue Equity Securities under the 10% Placement Capacity for cash consideration, which it may do to fund any one or more of the following:

• (i) general working capital expenses;

• (ii) activities associated with its current exploration projects generally;

• (iii) repayment of debt (if any); and

• (iv) acquisition and investment in new assets (including associated expenses).

The Company will disclose this information when Equity Securities are issued under the 10% Placement Capacity.

(d) Economic and voting dilution risks

If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% placement capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:

• a. the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• b. the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.

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

The table also shows:

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

9

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

Variable A in Listing Rule 7.1A.2
			Dilution
		$0.0725 50% decrease in market price	$0.145 current market price	$0.2175 50% increase in market price
Current variable "A" 114,500,000	10% voting dilution	11,450,000 Shares	11,450,000 Shares	11,450,000 Shares
	Funds raised	$830,125	$1,660,250	$2,490,375
50% increase in current variable "A" 171,750,000	10% voting dilution	17,175,000 Shares	17,175,000 Shares	17,175,000 Shares
	Funds raised	$1,245,188	$2,490,375	$3,735,563
100% increase in current	10% voting dilution	22,900,000 Shares	22,900,000 Shares	22,900,000 Shares
variable "A" 229,000,000	Funds raised	$1,660,250	$3,320,500	$4,980,750

Notes and assumptions

1. The Company issues the maximum number of Equity Securities available under the 10% placement capacity.

2. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% placement capacity, based on that Shareholder’s holding at the date of the Annual General Meeting.

4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

5. The issue of Equity Securities under the 10% placement capacity consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

6. The issue price is $0.1045, being the closing price of the Shares on the ASX on 5 October 2021.

The Company will only issue the Equity Securities during the 10% Placement Period. See section 6.3(a) above.

(e) Economic and voting dilution risks

The Company may seek to issue the Equity Securities under the 10% placement capacity to raise funds for working capital and the exploration and development of its existing projects including the Mulgabbie and Patricia projects.

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

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% placement capacity. The identity of the persons to whom the Equity Securities will be issued will be determined on a case-by-case basis having regard to factors which include the following:

• a. the purpose of the issue;

10

• b. the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issues in which existing Shareholders can participate;

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

• d. the financial situation and solvency of the Company;

• e. prevailing market conditions; and

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

The persons to be issued Equity Securities under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be sophisticated or professional investors for the purposes of section 708 of the Corporations Act who are not related parties or associates of a related party of the Company.

Shareholder approval pursuant to Listing Rule 7.1A has not previously sought by the Company.

The Company has not issued any shares under Listing Rule 7.1A.2 during the 12 months preceding the meeting (LR7.3A.6).

1. A voting exclusion statement is not included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7. Resolution 4 – Appointment of Auditor

Under section 327B of the Corporations Act, a company in a general meeting must appoint an auditor to fill any vacancy in the office of auditor at the subsequent annual general meeting of the company.

Resolution 4 is conditional on ASIC’s consent to the resignation of Ernst & Young, and the Company anticipates that this consent will be forthcoming. Upon receipt of ASIC’s consent to the resignation, Ernst & Young is expected to submit its resignation as auditor to the Company in accordance with section 329(5) of the Corporations Act.

A Shareholder has given to the Company notice in writing nominating HLB Mann Judd (“HLB”) to be appointed as the Company’s auditor in accordance with section 328B(1) of the Corporations Act. A copy of this nomination is attached to this Explanatory Statement as Annexure A. If Resolution 4 is passed, the appointment of HLB as the Company’s auditor will take effect from the close of Annual General Meeting. If Ernst & Young does not obtain ASIC approval and resign on the date of the Annual General Meeting, the Company will not put Resolution 4 to Shareholders but intends to appoint HLB as its auditor under section 327C(1) of the Corporations Act once ASIC approval is obtained and Ernst & Young has resigned. The Company will then seek Shareholder approval for the reappointment of HLB as its auditor at its next annual general meeting.

Subject to receipt of ASIC’s consent and approval by Shareholders, the appointment of HLB will be effective for the 2022 financial year. Ernst & Young remained responsible for the audit for the 2021 financial year.

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

11

Glossary

In this Notice and Explanatory Statement, the following terms have the following meanings:	In this Notice and Explanatory Statement, the following terms have the following meanings:
Annexure	an annexure to the Explanatory Statement.
ASIC	the Australian Securities and Investments Commission.
Annual General Meeting	the annual general meeting convened by this Notice.
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as the context requires.
Board	the board of Directors.
Chairman	the chair of the Annual General Meeting.
Closely Related Party	a closely related party of a member of Key Management
	Personnel as defined in the Corporations Act, being:
	(a) a spouse or child of the member;
	(b) a child of that member’s spouse;
	(c) a dependant of that member or of that member’s spouse;
	(d) anyone else who is one of that member’s family and may
	be expected to influence that member, or be influenced by
	that member, in that member’s dealings with the
	Company;
	(e) a company that is controlled by that member; or
	(f) any other person prescribed by the regulations.
Company	OzAurum Resources Ltd ACN 643 244 544.
Constitution	the constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company.
Equity Securities	has the meaning given in the Listing Rules.
Explanatory Statement	the explanatory statement incorporated in the Notice.
Key Management Personnel	the key management personnel of the Company as defined in the
	Corporations Act and Australian Accounting Standards Board
	accounting standard 124, broadly including 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).
Listing Rules	the ASX Listing Rules published and distributed by ASX.
Notice	the notice of annual general meeting incorporating the
	Explanatory Statement.
Proxy Form	the proxy form attached to this Notice.
Resolution	a resolution contained in this Notice.
Section	a section contained in the Explanatory Statement.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of a Share.
VWAP	the volume weighted average price of Shares.
WST	Western Standard Time, being the time in Perth, Western
	Australia.

12

Annexure A

Nomination of HLB

==> picture [483 x 624] intentionally omitted <==

13

==> picture [511 x 203] intentionally omitted <==

==> picture [201 x 12] intentionally omitted <==

==> picture [191 x 12] intentionally omitted <==

==> picture [98 x 12] intentionally omitted <==

==> picture [33 x 12] intentionally omitted <==

==> picture [497 x 11] intentionally omitted <==

==> picture [546 x 542] intentionally omitted <==

==> picture [26 x 100] intentionally omitted <==

==> picture [19 x 35] intentionally omitted <==

==> picture [19 x 40] intentionally omitted <==

==> picture [26 x 67] intentionally omitted <==

==> picture [20 x 112] intentionally omitted <==

==> picture [26 x 72] intentionally omitted <==

==> picture [19 x 53] intentionally omitted <==

==> picture [26 x 72] intentionally omitted <==

==> picture [139 x 10] intentionally omitted <==

==> picture [279 x 10] intentionally omitted <==

==> picture [192 x 10] intentionally omitted <==

==> picture [316 x 10] intentionally omitted <==

==> picture [101 x 10] intentionally omitted <==

==> picture [130 x 10] intentionally omitted <==

==> picture [87 x 10] intentionally omitted <==

==> picture [10 x 10] intentionally omitted <==

==> picture [159 x 10] intentionally omitted <==

==> picture [149 x 10] intentionally omitted <==

==> picture [139 x 10] intentionally omitted <==

==> picture [349 x 11] intentionally omitted <==

==> picture [411 x 10] intentionally omitted <==

==> picture [35 x 10] intentionally omitted <==

==> picture [184 x 11] intentionally omitted <==

==> picture [146 x 10] intentionally omitted <==

==> picture [179 x 10] intentionally omitted <==

==> picture [425 x 11] intentionally omitted <==

==> picture [60 x 11] intentionally omitted <==

==> picture [80 x 11] intentionally omitted <==

==> picture [213 x 11] intentionally omitted <==

==> picture [204 x 11] intentionally omitted <==

==> picture [36 x 10] intentionally omitted <==

==> picture [162 x 10] intentionally omitted <==

==> picture [293 x 10] intentionally omitted <==

==> picture [39 x 10] intentionally omitted <==

==> picture [56 x 10] intentionally omitted <==

==> picture [264 x 10] intentionally omitted <==

==> picture [171 x 10] intentionally omitted <==

==> picture [404 x 10] intentionally omitted <==

==> picture [72 x 10] intentionally omitted <==

==> picture [222 x 10] intentionally omitted <==

==> picture [275 x 10] intentionally omitted <==

==> picture [97 x 10] intentionally omitted <==

==> picture [409 x 10] intentionally omitted <==

==> picture [82 x 10] intentionally omitted <==

==> picture [55 x 10] intentionally omitted <==

==> picture [217 x 11] intentionally omitted <==

==> picture [150 x 11] intentionally omitted <==

==> picture [429 x 10] intentionally omitted <==

==> picture [62 x 10] intentionally omitted <==

==> picture [214 x 10] intentionally omitted <==

==> picture [277 x 10] intentionally omitted <==

==> picture [385 x 10] intentionally omitted <==

==> picture [53 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [35 x 12] intentionally omitted <==

==> picture [30 x 12] intentionally omitted <==

==> picture [121 x 11] intentionally omitted <==

==> picture [9 x 13] intentionally omitted <==

==> picture [100 x 105] intentionally omitted <==

==> picture [93 x 10] intentionally omitted <==

==> picture [13 x 13] intentionally omitted <==

==> picture [13 x 13] intentionally omitted <==

==> picture [133 x 11] intentionally omitted <==

==> picture [12 x 13] intentionally omitted <==

==> picture [85 x 11] intentionally omitted <==

==> picture [48 x 10] intentionally omitted <==

==> picture [142 x 10] intentionally omitted <==

==> picture [298 x 10] intentionally omitted <==

==> picture [301 x 11] intentionally omitted <==

==> picture [86 x 13] intentionally omitted <==

==> picture [55 x 13] intentionally omitted <==

==> picture [134 x 13] intentionally omitted <==

==> picture [35 x 10] intentionally omitted <==

==> picture [99 x 10] intentionally omitted <==

==> picture [65 x 10] intentionally omitted <==

==> picture [61 x 10] intentionally omitted <==

==> picture [98 x 10] intentionally omitted <==

==> picture [58 x 10] intentionally omitted <==

==> picture [153 x 28] intentionally omitted <==

==> picture [154 x 28] intentionally omitted <==

==> picture [153 x 28] intentionally omitted <==

==> picture [148 x 10] intentionally omitted <==

==> picture [67 x 10] intentionally omitted <==

==> picture [30 x 10] intentionally omitted <==

==> picture [92 x 10] intentionally omitted <==

==> picture [102 x 10] intentionally omitted <==

==> picture [52 x 10] intentionally omitted <==

==> picture [51 x 10] intentionally omitted <==

==> picture [99 x 11] intentionally omitted <==

==> picture [44 x 11] intentionally omitted <==

==> picture [64 x 21] intentionally omitted <==

----- Start of picture text -----

/ /
----- End of picture text -----

==> picture [379 x 9] intentionally omitted <==

==> picture [59 x 9] intentionally omitted <==

==> picture [35 x 201] intentionally omitted <==

==> picture [48 x 230] intentionally omitted <==