PACGOLD LIMITED — AGM Information 2023

Oct 19, 2023

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Pacgold Limited (ACN 636 421 782)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

20 November 2023

10:00am (AEST)

To be held by in person at HWL Ebsworth Lawyers, Level 19, 480 Queen Street, Brisbane QLD 4000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by email at suzanne.yeates@oasolutions.com.au..

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Pacgold Limited (ACN 636 421 782) ( Company ) will be held by in person at HWL Ebsworth Lawyers, Level 19, 480 Queen Street, Brisbane QLD 4000 on 20 November 2023 commencing at 10:00am (AEST) ( Meeting ).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are 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 at 7:00pm (AEDT) 18 November 2023.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1.

AGENDA

1 Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2023, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

2 Resolutions

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors’ Report for the financial year ended 30 June 2023 be adopted by the Shareholders on the terms and conditions in the Explanatory Statement.”

Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-Election of Director – Mr Shane Goodwin

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

“That, Mr Shane Goodwin, having been appointed as a director of the Company on 28 August 2020, who retires in accordance with clause 7.6(c) of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering himself for election, be re-elected as a Director of the Company.”

Resolution 3 – Approval for the issue of Broker Options

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

“That under and for the purposes of Listing Rule 7.1 and for all other purposes, the issue of 3,000,000 Options ( Broker Options ) to Argonaut Securities Pty Ltd as consideration under

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the Underwriting Agreement executed with the Company relating to the Company's institutional placement announced on 22 September 2023, on the terms and conditions in the Explanatory Memorandum, is approved.”

A voting exclusion statement is set out below.

Resolution 4 – Approval for the issue of Placement Options

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

“That under and for the purposes of Listing Rule 7.1 and for all other purposes, the issue of 8,572,438 Options ( Placement Options ) to persons who subscribed for Shares pursuant to the Company's placement announced on 22 September 2023, is approved.”

A voting exclusion statement is set out below.

Resolution 5 – Ratification of a previous issue of Placement Shares

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

“That under and for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 17,144,876 Shares ( Placement Shares ) at an issue price of $0.19 per Placement Share, as set out in the Explanatory Statement, is approved."

A voting exclusion statement is set out below.

Resolution 6 – Approval for the issue of Placement Shares and Placement Options to Cathy Moises

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

“That under and for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue to Cathy Moises of 52,631 Shares ( Placement Shares ) at an issue price of $0.19 per Placement Share and 26,316 Options ( Placement Options ) with an exercise price of 30 cents and expiring on 30 September 2026, as set out in the Explanatory Statement, is approved."

A voting exclusion statement is set out below.

Resolution 7 – Approval for the issue of Placement Shares and Placement Options to Tony Schreck

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

“That under and for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue to Tony Schreck of 105,263 Placement Shares at an issue price of $0.19 per Placement Share and 52,632 Placement Options with an exercise price of 30 cents and expiring on 30 September 2026, as set out in the Explanatory Statement, is approved."

A voting exclusion statement is set out below.

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Resolution 8 – Approval for the issue of Placement Shares and Placement Options to Michael Pitt

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

“That under and for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue to Michael Pitt of 105,263 Placement Shares at an issue price of $0.19 per Placement Share and 52,632 Placement Options with an exercise price of 30 cents and expiring on 30 September 2026, as set out in the Explanatory Statement, is approved."

A voting exclusion statement is set out below.

Resolution 9 – Approval for the issue of Placement Shares and Placement Options to Shane Goodwin

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

“That under and for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue to Shane Goodwin of 52,631 Shares ( Placement Shares ) at an issue price of $0.19 per Placement Share and 26,316 Options ( Placement Options ) with an exercise price of 30 cents and expiring on 30 September 2026, as set out in the Explanatory Statement, is approved."

A voting exclusion statement is set out below.

Resolution 10 – Approval for the issue of Placement Shares and Placement Options to Geoff Lowe

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

“That under and for the purposes of Listing Rule 7.1 and for all other purposes, the issue to Geoff Lowe of 78,947 Placement Shares at an issue price of $0.19 per Placement Share and 39,474 Placement Options, as set out in the Explanatory Statement, is approved."

A voting exclusion statement is set out below.

Resolution 11 – Approval of 10% Placement Facility

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Statement.”

Voting Exclusions

The Company will disregard any votes cast in favour of:

(a) Resolution 3, Resolution 4 and Resolution 10 by or on behalf of:

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• (i) any person who is expected to participate in or 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 in the entity); or

• (ii) an Associate of that person or those persons;

• (b) Resolution 5, by or on behalf of:

• (i) by any person who participated in the issue or is a counterparty to the agreement being approved; and

• (ii) an Associate of that person or those persons;

• (c) Resolution 6, Resolution 7, Resolution 8 and Resolution 9 by or on behalf of:

• (i) the person who is to receive the securities in question 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 in the entity); or

• (ii) an Associate of that person or those persons;

However, this does not apply to a vote case in favour of such Resolutions by:

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

• (b) the Chair 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 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.

Voting Prohibition Statement

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on these Resolutions if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on the Resolution.

• The above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated 20 October 2023

BY ORDER OF THE BOARD

Suzanne Yeates Company Secretary

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IMPORTANT NOTICES

1. Action to be taken by Shareholders

Shareholders should read the Notice and Explanatory Statement carefully before deciding how to vote on the Resolutions. A Proxy Form is located at the end of the Explanatory Memorandum.

2. Voting and attendance information

2.1

Voting in person

The Company is holding an in-person meeting at the address indicated. However, Shareholders also have the option to attend (but not vote at) the Meeting virtually (see Section 2.3 below for further information).

2.2

Voting by proxy

Shareholders are encouraged to vote by completing a ProxyForm.

Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice of Meeting.

Proxy Forms can be lodged:

Online:		www.investorvote.com.au
By Mail:		Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001, Australia
By fax:		1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)
By mobile:		Scan the QR Code on your proxy form and follow the prompts
Custodian voting:		For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

2.3

Pre-registration for remote attendance via Zoom

The Meeting will be accessible to all Shareholders via videoconference on Zoom, an online platform which will allow Shareholders to listen to and observe the Meeting, but not vote virtually at the Meeting.

If you are a Shareholder and you wish to attend the Meeting virtually, you will need to preregister for the Meeting by emailing the Chief Financial Officer and Company Secretary at suzanne.yeates@oasolutions.com.au before 5:00pm (AEST) on Thursday, 16 November 2023. Shareholders pre-registering prior to the Meeting will be emailed an electronic Zoom invitation.

Since there is no virtual voting facility for the Meeting, if you wish to attend the meeting virtually but also vote, you must complete and lodge a Proxy Form so that the person you have appointed as proxy will cast your vote on your behalf.

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2.4 Chair's voting intentions

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

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation to vote the proxy in accordance with the Chair's intention, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

2.5

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Chief Financial Officer and Company Secretary at suzanne.yeates@oasolutions.com.au by 5.00pm (AEST) on Thursday, 16 November2023.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the name in which they hold their shareholding and the number of Shares they hold). Please note it may not be possible to respond to all questions raised during the Meeting. Shareholders are therefore encouraged to lodge questions prior to the Meeting.

3. 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 and encouraged to participate in the Meeting in person and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a 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 in person and vote at the Meeting is entitled to appoint a proxy;

• (b)

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

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

Shareholders and their proxies should be aware that:

• (a) If proxy holders vote, they must cast all directed proxies as they are directed to; and

• (b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the Chair of the meeting; and

• (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and

• (d) either of the following applies:

• (i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;

• (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed the proxy for the purposes of voting on the resolution at the meeting.

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

4. All Resolutions will be by Poll

In accordance with ASX guidance and the Company's Constitution, the Chair intends to call a poll on each of the Resolutions proposed at the Meeting. Each Resolution considered at the Meeting will therefore be conducted by a poll, rather than on a show of hands. The Chair considers voting by poll to be in the interests of the Shareholders as a whole and is a way to ensure the views of as many Shareholders as possible are represented at the Meeting.

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EXPLANATORY STATEMENT

1. Introduction

This Explanatory Statement has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held in person at HWL Ebsworth Lawyers, Level 19, 480 Queen Street, Brisbane QLD 4000 on 20 November 2023 commencing at 10:00am (AEST).

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

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

2. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report which is available online on the Company's website, www.pacgold.com.au ;

• (b) ask questions or make comment on the management of the Company;

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company’s auditor about:

• (a) the preparation and the content of the Auditor’s Report;

• (b) the conduct of the audit;

• (c) accounting policies by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office.

3. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors’ Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

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However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors’ Report will cease to hold office immediately before that further meeting but may stand for re-election.

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report.

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

4. Resolution 2 – Re-Election of Director – Mr Shane Goodwin

4.1 General

The Company's Constitution provides that at the annual general meeting one-third of the Directors for the time being must retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. This is consistent with ASX Listing Rules 14.4 and 14.5.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election. A retiring Director is eligible for re-election.

Mr Shane Goodwin, having been appointed on 28 August 2020, will retire in accordance with the Constitution and relevant ASX Listing Rules and being eligible, seeks re-election.

If Resolution 2 is passed, Mr Goodwin will be appointed as a Non-Executive Director of the Company.

If Resolution 2 is not passed, Mr Goodwin will not be appointed as a Non-Executive Director of the Company and will retire at the end of the Meeting.

4.2 Qualifications and other material directorships

Mr Goodwin has 10 years' experience in Mining Corporate Affairs and External Relations for New Century Resources Limited (ASX:NCZ), MMG Limited (ASX:MMG) and Barrick Gold Corporation (TSX:ABX).

Mr Goodwin has developed strong relationships with traditional owners at Century Mine, and achieved an agreement to develop a previously unavailable ore body which had unresolved cultural heritage negotiations. Mr Goodwin received the Australian Mining Award for Community Interaction for partnership with Waanyi-Downer Joint Venture at Century Mine and is a board member of the Aboriginal Development Benefits Trust, providing economic development opportunities to traditional owners in Gulf of Carpentaria.

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4.3 Board recommendation

The Board (other than Mr Goodwin) recommends Shareholders vote in favour of Resolution 2 on the basis that Mr Goodwin's skills and experience have and will continue to support the Company in achieving its strategic objectives.

The Chair intends to exercise all available proxies in favour of Resolution 2.

5. Resolution 3 – Approval for the issue of Broker Options

5.1 Background

On 22 September 2023, the Company announced the placement ( Placement ) of 16,700,000 Shares ( Placement Shares ) at an issue price of $0.19 per Placement Share to raise $3,200,000, with one free attaching Option ( Placement Option ) exercisable at $0.30 and expiring on 30 September 2026 to be issued (subject to approval of Resolution 4) for every two Placement Shares issued.

The Placement was lead managed and underwritten by Argonaut Securities Pty Ltd and Argonaut PCF Limited respectively (jointly, Argonaut ).

The Company and Argonaut entered into an agreement ( Underwriting Agreement ) pursuant to which Argonaut agreed to provide lead manager, underwriting and related services to the Company in relation to the Placement. In part-consideration, the Company agreed to issue 3,000,000 Options ( Broker Options ) exercisable at $0.30 and expiring on 30 September 2026.

The Company intends to apply for quotation of the Placement Options and Broker Options and to this end, will issue a "Cleansing Prospectus" to ensure that secondary trading in the Placement Options and Broker Options is facilitated.

The issue of the Broker Options is the subject of Resolution 3, while the issue of the Placement Options is the subject of Resolution 4.

5.2 ASX Listing Rules

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

The Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 3 seeks the required Shareholder approval to the issue of Broker Options (in this Section, Issue ) under and for the purposes of Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the Issue and perform its obligations under the Underwriting Agreement. In addition, the Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company is required under the Underwriting Agreement to issue the Broker Options at the earliest opportunity that it can lawfully do so within 60 business days of this Meeting, which will reduce the Company's issue capacity under Listing Rule 7.1 and impact the Company's ability to issue additional Equity Securities in future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. This may reduce the Company's ability to raise additional equity funds over the next 12 months.

5.3 Specific information required by Listing Rule 7.3

Under and for the purposes of Listing Rule 7.3, the Company provides the following information in relation to the proposed issue of the Broker Options:

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Name of persons to whom Placement Shares were issued	Argonaut Securities Pty Ltd ACN 108 330 650
Number of Broker Options	3,000,000 Broker Options will be issued
Summary of the material terms of the Broker Options	The Broker Options are exercisable at $0.30; the Company will seek quotation of the Broker Options, the material terms of which are set out in Schedule 2
Date of issue of the Broker Options	Immediately after the Meeting but in any event no later than 3 months after the Meeting
Issue price of Broker Options	Nil
Purpose of the issue of the Broker Options	The Broker Options were issued for nil cash consideration as part consideration under the Underwriting Agreement.
Material terms of the agreement under which the Broker Options are issued	The material terms of the Underwriting Agreement are summarised in Section 5.4 below. Pursuant to the Underwriting Agreement, Argonaut agreed to provide underwriting, lead manager and related advisory services to the Company in relation to its Placement
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting.

5.4 Summary of material terms of the Underwriting Agreement

Pursuant to the Underwriting Agreement, Argonaut agreed to act as lead manager and underwriter up to $2,200,000 for the Placement and to provide related advisory services to the Company. The Underwriting Agreement:

• (a) Provided for typical grounds of termination by Argonaut, including material otherwise contained additional provisions, including warranties and indemnities in respect of the Company, which are considered customary for agreements of this nature.

• (b) The Underwriting Agreement:

• (i) imposed conditions in the Company to provide due diligence information to Argonaut, conduct this Meeting and apply for quotation of securities issued under the Placement within specified timeframes (with which the Company has complied);

• (ii) provided for grounds upon which Argonaut could terminate the agreement, including the Company ceasing to be admitted to the Official List of the ASX, certain regulatory proceedings against the Company commencing, a 10% fall in the S&P/ASX 200 Index or the gold price after the opening of the Placement and before its closing, the Company suffering a material adverse change during that time, market disruption or dislocation, international hostilities and breach of the agreement.

To the best of the Company's knowledge, none of these events occurred during the relevant period.

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5.5 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

6. Resolution 4 – Approval for the issue of Placement Options

6.1 Background

The issue of the Placement Options described in section 5.1 is the subject of Resolution 4. The Company intends to apply for quotation of the Placement Options and to this end, will issue a "Cleansing Prospectus" to ensure that secondary trading in the Placement Options is facilitated.

6.2 ASX Listing Rules

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

The Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

Resolution 3 seeks the required Shareholder approval to the issue of the Placement Options (in this section, Issue ) under and for the purposes of Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to proceed with the Issue and perform its obligations under the Placement. In addition, the Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will proceed with the Issue which will reduce the Company's issue capacity under Listing Rule 7.1 and impact the Company's ability to issue additional Equity Securities in future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. This may reduce the Company's ability to raise additional equity funds over the next 12 months.

6.3 Specific information required by Listing Rule 7.3

Under and for the purposes of Listing Rule 7.3, the Company provides the following information in relation to the issue of the Placement Options:

Name of persons to whom Placement Options were issued	The Placement Options will be issued to sophisticated and other investors exempt from prospectus disclosure who were introduced by the Directors from their network and by Argonaut from its investor network; None of the investors are related parties, Key Management Personnel, substantial holders of, or advisors to, the Company, or associates of such persons.
Number of Placement Options	8,572,438 Placement Options will be issued
Summary of the material terms of the Placement Options	The Placement Options are exercisable at $0.30; the Company will seek quotation of the Placement Options, the material terms of which are set out in Schedule 2;

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Date of issue of the Placement Options	Immediately after the Meeting but in any event no later than 3 months after the Meeting
Issue price of Placement Options	Nil, as the Placement Options are free attaching Options on the basis of 1 Placement Option for each two Placement Shares issued.
Purpose of the issue of the Placement Options	The Placement Options were issued for nil cash consideration as free attaching Options to subscribers under the Placement on the basis of 1 Placement Option for every 2 Placement Shares issued.
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting.

6.4 Directors’ Recommendation

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

7. Resolution 5 – Ratification of a previous issue of Placement Shares

7.1 Background

As stated above in Section 5.1, the Company announced the Placement on 22 September 2023.

Pursuant to the Placement, the Company has issued 16,700,000 Placement Shares to investors introduced by the Directors and Argonaut at an issue price of $0.19 per Placement Share. Of these Placement Shares, 6,700,055 were issued under Listing Rule 7.1A and the remainder were issued under Listing Rule 7.1.

Broadly speaking, and subject to a number of exceptions in Listing Rule 7.2, 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.

The issue of the Placement Shares did not exceed the Company's 15% threshold under Listing Rule 7.1. However, as the Placement Shares were not issued under any of the exceptions in Listing Rule 7.2 and the issue of the Placement Shares was not previously approved by Shareholders, the issue of the Placement Shares has effectively used up part of the Company's 15% limit under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without the approval of Shareholders under Listing Rule 7.1 for the 12-month period following the issue.

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

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities in future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 5 seeks Shareholder approval to the issue of the Placement Shares under and for the purposes of Listing Rule 7.4 to restore the Company's capacity to issue Equity Securities.

In relation to Placement Shares issued under Listing Rule 7.1A, the impact of the Placement on the additional capacity of the Company to issue shares under that rule is addressed in Resolution 11

If Resolution 5 is passed, the issue of the Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, replenishing the Company's placement capacity and

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effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 5 is not passed, the issue of the Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, limiting the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. This may reduce the Company's ability to raise additional equity funds over the next 12 months.

7.2 Technical information required by ASX Listing Rule 7.5

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

Name of persons to whom Placement Shares were issued	Sophisticated or professional investors identified by the Directors and Argonaut from their respective networks. None of the investors were related parties, Key Management Personnel, substantial holders of, or advisors to, the Company, or associates of such persons.
Number of Placement Shares issued	17,144,876 Placement Shares.
Summary of the material terms of the Placement Shares	Fully paid ordinary shares ranking equally with and with all the same rights as all other Shares on issue.
Date of issue of the Placement Shares	28 September 2023
Issue price of Placement Shares	$0.19 per Share.
Purpose of the issue of the Placement Shares	The issue of the Placement Shares comprised the material component of the Placement, which raised funds for: (a) acceleration of exploration of the Company's Alice River Project, including resource step- out drilling (Resource definition on the Central and Southern Targets), regional drilling (Focusing on new targets including Southern Target extension, North Target and Posie) and IP Geophysics surveying (extend and infill regional targets to expand prospect pipeline); (b) general working capital purposes; and (c) costs associated with the Placement.
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting.

7.3 Directors’ Recommendation

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

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8. Resolutions 6, 7, 8 and 9 - Issues of Placement Shares and attaching Placement Options to Directors

8.1 Background

Please refer to the section 5.1 concerning the Placement.

Pursuant to commitments received in support of the Placement from the Directors, the Company is proposing to issue Placement Shares and attaching Placement Options ( Issue ) to each of the Directors on the same terms and conditions as those issued to non-related parties.

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:

• (a) 10.11.1 - a related party;

• (b) 10.11.2 - a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) 10.11.3 - a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

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

• (e) 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 the approval of its shareholders.

The Issue in relation to each Director falls within Listing Rule 10.11.1, as the Directors are related parties of the Company and does not fall within any of the exceptions in Listing Rule 10.12. The Issue to each Director therefore requires the approval of the Company's Shareholders under Listing Rule 10.11. Each of Resolutions 6, 7, 8 and 9 each seek the required Shareholder approval to the Issue to each Director respectively under and for the purposes of Listing Rule 10.11.

If each of Resolutions 6, 7, 8 and 9 are passed, the Company will be able to proceed with the Issue to each Director and the Directors will subscribe for and receive the number of Placement Shares and Placement Options set out below. In addition, the Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If any of Resolutions 6, 7, 8, or 9 is not passed, the Company will not issue the Placement Shares and Placement Options to the relevant Director and in that event, the Company will not receive the subscription money for the relevant Placement Shares.

8.2 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Placement Shares:

Name of persons to whom Placement Shares and Placement Options will be issued	Resolution 6 - Cathy Moises; Resolution 7 - Tony Schreck; Resolution 8 - Michael Pitt; and Resolution 9 - Shane Goodwin.

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Listing Rule 10.11 category	Each Director is a related party under Listing Rule 10.11.1.
Number of Placement Shares and Placement Options to be issued	Resolution 6 - Cathy Moises - 52,631 Placement Shares and 26,316 Placement Options; Resolution 7 - Tony Schreck - 105,263 Placement Shares and 52,632 Placement Options; Resolution 8 - Michael Pitt - 105,263 Placement Shares and 52,632 Placement Options; and Resolution 9 - Shane Goodwin - 52,631 Placement Shares and 26,316 Placement Options.
Summary of the material terms of the Placement Shares and Placement Options	The Placement Shares are fully paid ordinary shares ranking equally with and with all the same rights as all other Shares on issue. The Placement Options are exercisable at $0.30; the Company will seek quotation of the Placement Options, the material terms of which are set out in Schedule 2.
Date of issue of the Placement Shares	Immediately following the Meeting but in any event, not later than 1 month after the Meeting.
Issue price of Placement Shares and Placement Options	$0.19 per Placement Share. The Placement Options will be issued at nil consideration.
Purpose of the issue	The Issue does not relate to the remuneration or incentivisation of the Directors. Rather, the issue of the Placement Shares and attaching Placement Options was undertaken pursuant to the Placement, which raised funds for: (a) acceleration of exploration of the Company's Alice River Project, including resource step- out drilling (Resource definition on the Central and Southern Targets), regional drilling (Focusing on new targets including Southern Target extension, North Target and Posie) and IP Geophysics surveying (extend and infill regional targets to expand prospect pipeline); (b) general working capital purposes; and (c) costs associated with the Placement.
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting.

8.3 Section 195(4) of the Corporations Act

Each of the Directors has a material personal interest in the outcome of Resolutions 6-9 (as applicable to each Director) in this Notice of Meeting by virtue of the fact that those Resolutions are concerned with the issue of Shares and Options to Directors.

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Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered.

In the absence of Shareholder approval under section 195(4) of the Corporations Act, the Directors may not be able to form a quorum at a Board meeting necessary to carry out the terms of these Resolutions. The Directors have accordingly exercised their right under section 195(4) of the Corporations act to put the issue to Shareholders to determine. As a result, the Directors make no recommendation concerning Resolutions 6-9.

9. Resolution 10 – Issues of Placement Shares and attaching Placement Options to Geoff Lowe

9.1 ASX Listing Rules

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

Resolution 10 seeks the required Shareholder approval to the issue of Placement Shares and Placement Options (in this Section, Issue ) under and for the purposes of Listing Rule 7.1.

The proposed Issue to Geoff Lowe, the Company's Exploration Manager, does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

If Resolution 10 is passed, the Company will be able to proceed with the Issue and Goeff Lowe will subscribe for the Placement Shares and receive the Placement Options and the Company will receive the aggregate subscription money for the Placement Shares. In addition, the Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 10 is not passed, the Issue may not proceed or if it does proceed, the Issue which will reduce the Company's issue capacity under Listing Rule 7.1 and impact the Company's ability to issue additional Equity Securities in future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. This may reduce the Company's ability to raise additional equity funds over the next 12 months.

9.2 Specific information required by Listing Rule 7.3

Under and for the purposes of Listing Rule 7.3, the Company provides the following information in relation to the proposed issue of the Broker Options:

Name of persons to whom Placement Shares and Placement Options are to be issued	Geoff Lowe, the Company's Exploration Manager.
Number of Placement Shares and Placement Options	78,947 Placement Shares and 39,474 Placement Options.
Summary of the material terms of the Placement Shares and Placement Options	The Placement Shares are fully paid ordinary shares ranking equally with and with all the same rights as all other Shares on issue. The Placement Options are exercisable at $0.30; the Company will seek quotation of the Placement Options, the material terms of which are set out in Schedule 2.

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Date of issue of the securities	Immediately after the Meeting but in any event no later than 3 months after the Meeting
Issue price of the securities	$0.19 per Placement Share. The Placement Options will be issued at nil consideration.
Purpose of the issue of the securities	The issue of the Placement Shares and attaching Placement Options was undertaken pursuant to the Placement, which raised funds for: (a) acceleration of exploration of the Company's Alice River Project, including resource step- out drilling (Resource definition on the Central and Southern Targets), regional drilling (Focusing on new targets including Southern Target extension, North Target and Posie) and IP Geophysics surveying (extend and infill regional targets to expand prospect pipeline); (b) general working capital purposes; and (c) costs associated with the Placement
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting.

9.3 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 10.

10. Resolution 11 – Approval of 10% Placement Facility

10.1 General

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% ( 10% Placement Facility ).

Resolution 11 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 10.2(e) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.2(c) below).

If Resolution 11 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 11 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.

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10.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less.

The Company is an eligible entity for these purposes as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $19 million, based on the closing price of Shares ($0.23) on 16 October 2023.

(b) What Equity Securities can be issued?

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity.

As at the date of the Notice, only the Company's fully paid ordinary shares are quoted.

(c) How many Equity Securities can be issued?

If Shareholders approve Resolution 11, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

(d) At what price can the Equity Securities be issued?

Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which is not less than 75% of the VWAP 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 by the Company and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

( Minimum Issue Price ).

(e) When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier to occur of:

• (i) the date that is 12 months after the date of the Meeting;

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

• (iii) the date of Shareholder approval 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 ).

(f) What is the effect of Resolution 11?

The effect of Resolution 11 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

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10.3 Specific information required by Listing Rule 7.3A

Under and for the purposes of Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 10.2(e) above).

Shareholder approval of the 10% Placement Facility will cease to be valid if Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

(b) Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 10.2(d) above).

(c) Purposes of issues under 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition) and/or for general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any Equity Securities.

(d) Risk of economic and voting dilution

Shareholders should note that there is a risk that:

• (i) 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 Meeting; and

• (ii) 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,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

If Resolution 11 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the table below (in the case of Options, only if the Options are converted into Shares).

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 10.2(c)) as at the date of the Notice ( Variable A ), with:

• (i) two examples where Variable A has increased, by 50% and 100%; and

• (ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

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Share on	Dilution	Dilution
issue
	Issue price per	$0.115	$0.23	$0.46
(Variable A
in Listing	Share	50%
			Current Market	100% increase in
Rule
			Price	Current Market
7.1A.2)		decrease in
				Price
		Current
		Market Price
83,750,705 Shares **Variable A **	10% Voting Dilution	8,375,071 Shares	8,375,071 Shares	8,375,071 Shares
	Funds raised	$963,133	$1,926,266	$3,852,533
125,626,058 Shares 50% increase in **Variable A **	10% Voting Dilution	12,562,606 Shares	12,562,606 Shares	12,562,606 Shares
	Funds raised	$1,444,700	$2,889,399	$5,778,799
167,501,410 Shares 100% increase in **Variable A **	10% Voting Dilution	16,750,141 Shares	16,750,141 Shares	16,750,141 Shares
	Funds raised	$1,926,266	$3,852,532	$7,705,065

Notes:

1. The table has been prepared on the following assumptions:

2. (a) the issue price is the current market price ($0.23), being the closing price of the Shares on ASX on 16 October 2023, being the last day that the Company's Shares traded on the ASX before this Notice was printed;

3. (b) the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;

4. (c) no convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities; and

5. (d) the issue of Equity Securities under the 10% Placement Facility 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 number of Shares on issue (ie Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

7. 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%.

8. 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 Facility, based on that Shareholder's holding at the date of the Meeting.

9. 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.

(e)

Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of

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Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) financial situation and solvency of the Company; and

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

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new investors who are not related parties of or associates of a related party of the Company.

(f) Issues in the past 12 months

Pursuant to ASX Listing Rule 7.3A.6(a), the Company discloses that since the Annual General Meeting on 21 November 2022 ( Previous Approval ), the Company has issued 6,700,055 Shares under Listing Rule 7.1A.

The total number of Equity Securities issued by the Company under Listing Rule 7.1A.2 in the 12 months preceding the Meeting and the percentage they represent of the total number of Equity Securities on issue at the commencement of that 12-month period are as follows:

	Equity Securities
Number of equity securities on issue at commencement of 12-month period	54,961,895 Ordinary Shares (quoted) 11,888,750 Ordinary Shares (unquoted) 7,040,000 Unquoted Options 300,000 Unquoted Performance Rights 74,190,645 Total Equity Securities
Number of equity securities issued under Listing Rule 7.1A.2 in the prior 12- month period*	6,700,055 Ordinary Shares
Number of equity securities on issue as at 16 October 2023	83,750,705 Ordinary Shares 11,440,000 Unquoted Options 150,000 Unquoted Performance Rights 95,340,705 Total Equity Securities
Percentage previous issues represent of total number of equity securities on issue at commencement of 12-month period	9% increase in Equity Securities

As required by ASX Listing Rule 7.3A.6(b), details of Equity Securities issued under Listing Rule 7.1A.2 in the previous 12 months are as follows:

Issue of Placement Shares
Class/Type of equity security	Fully Paid Ordinary Shares

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Summary of terms	Shares rank pari passu with all other Shares on issue in the Company
Names of persons who received securities or basis on which those persons was determined	Sophisticated and other exempt investors to whom, under section 708 of the Corporations Act, a disclosure document under Chapter 6D of the Corporations Act was not required to be given. Investors were identified by the broker engaged to undertake the issue of the Placement Shares (being Argonaut Securities Pty Ltd). None were related parties, KMP (or Closely Related Parties), advisers, or substantial holders (or an associate of any of the above) of the Company at the time of the Placement.
Date of Issue	28 September 2023
Number Issued	6,700,055 Ordinary Shares
Price at which equity securities were issued	$0.19
Discount to market price (if any)	9.5% discount to the closing price of the Company's shares on 19 September 2023
Total cash consideration received	$1,273,010
Amount of consideration spent and description of expenditure/intended use for remaining consideration (if any)	Funds raised from the Placement are to be used to accelerate exploration of the Company's Alice River Project and working capital.
Total non-cash consideration (current value)	N/A

(g) Voting exclusion statement

At the date of the Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of the Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

10.4 Board recommendation

Resolution 11 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 11.

The Chair intends to exercise all available proxies in favour of Resolution 11.

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Schedule 1 Definitions

In this Notice and the Explanatory Statement:

• $ means Australian Dollars.

• 10% Placement Facility has the meaning given in Section 10.1.

• 10% Placement Period has the meaning given in Section 10.2(e).

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2023.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

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

Auditor’s Report means the auditor’s report on the Financial Report.

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

Board means the board of Directors.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

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

Closely Related Party of a person who is a member of KMP means a spouse or child of the KMP, a child of the KMP’s spouse, a dependent of the KMP or the KMP’s spouse and anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealings with the Company or a company the KMP controls.

Company means Pacgold Limited (ACN 636 421 782).

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.

Directors’ Report means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities contained in the Annual Report.

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

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Explanatory Statement means the Explanatory Statement attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means the Company’s Directors and Executives identified in the Company’s Remuneration Report.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option to acquire Shares issued by the Company.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Statement.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Two Strikes Rule has the meaning in Section 3.

VWAP means volume weight average price.

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

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Schedule 2 Terms of Placement Options and Broker Options

(a) Entitlement to Shares

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

(b)

Exercise Price

The Exercise Price of each Option is 30 cents.

(c)

Exercise Period/Expiry Date

The Options have an exercise period commencing the date of their issue and ending on 30 September 2026 ( Expiry Date ).

(d)

Lapsing

The Options not exercised by the Expiry Date will lapse.

(e)

Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(f) Shares issued on exercise and disposal restriction

Shares issued on exercise of the Options rank equally with the then Shares of the Company, and no escrow period will apply.

(g)

Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(h)

Timing of issue of Shares

Within 5 Business Days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will allot and issue the Shares pursuant to the exercise of the Options.

(i) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be set in accordance with the ASX Listing Rules so that the holders of Options have an opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(j) Reorganisations of capital

If prior to an exercise of an Option, the Company undertakes any reorganisation of its share capital, the number of Shares over which an Option is exercisable will be adjusted as prescribed under the ASX Listing Rules.

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(k) No Quotation of the Options

The Company will apply for official quotation of the Options on ASX.

(l) Options Not Transferable

The Options are transferable without the prior written consent of the Company.

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ABN 30 636 421 782

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Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEST) on Saturday, 18 November 2023.

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

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Control Number:

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/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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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

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Pacgold Limited hereby appoint

the Chairman OR of the Meeting

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 Pacgold Limited to be held at HWL Ebsworth Lawyers, Level 19, 480 Queen Street, Brisbane QLD 4000 on Monday, 20 November 2023 at 10:00am (AEST) 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 Resolution1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is 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 Resolution 1 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 Against Abstain Resolution 1 - Adoption of Remuneration Report Resolution 2 - Re-Election of Director – Mr Shane Goodwin Resolution 3 - Approval for the issue of Broker Options Resolution 4 - Approval for the issue of Placement Options Resolution 5 - Ratification of a previous issue of Placement Shares Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck For Against Abstain Resolution 8 - Approval for the issue of Placement Shares and Placement Options to Michael Pitt Resolution 9 - Approval for the issue of Placement Shares and Placement Options to Shane Goodwin Resolution 10 - Approval for the issue of Placement Shares and Placement Options to Geoff Lowe Resolution 11 - Approval of 10% Placement Facility
	Resolution 1 - Adoption of Remuneration Report
	Resolution 2 - Re-Election of Director – Mr Shane Goodwin
	Resolution 3 - Approval for the issue of Broker Options
	Resolution 4 - Approval for the issue of Placement Options
	Resolution 5 - Ratification of a previous issue of Placement Shares
	Resolution 6 - Approval for the issue of Placement Shares and Placement Options to Cathy Moises
	Resolution 7 - Approval for the issue of Placement Shares and Placement Options to Tony Schreck

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.

Step 3 Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

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