PANTERA MINERALS LIMITED — Proxy Solicitation & Information Statement 2022

Jan 18, 2022

Level 1 10 Outram Street West Perth WA 6005

19 January 2022

Dear Shareholder,

PANTERA MINERALS LIMITED EXTRAORDINARY GENERAL MEETING – NOTICE OF MEETING

A fully virtual Extraordinary General Meeting of Pantera Minerals Limited (‘the Company’) will be held at 10.00am (AWST) on Friday, 18 February 2022 (‘the Meeting’).

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) , the Company is not sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from the Company’s website at (https://www.panteraminerals.com) or on the Company’s ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

Due to continually uncertain and evolving circumstances concerning the COVID-19 virus in Western Australia, Shareholders will not be able to attend the meeting in person and instead participate in the Meeting via a live webcast. Shareholders who choose to participate in the virtual meeting will have a reasonable opportunity to view the Meeting live, exercise a right to speak (including a right to ask questions) orally at the Meeting and to cast votes in real time on a poll during the Meeting. Further details on attendance at the Meeting and information on the live webcast are set out in the Notice of Meeting.

The Company strongly encourages Shareholders to submit proxies prior to the Meeting.

In order to be able to receive electronic communications from the Company in the future, please update your shareholder details online at (https://investor.automic.com.au/#/home) and log in with your unique shareholder identification number and postcode (or country for overseas residents), that you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.

If you are unable to access any of the important Meeting documents online please contact the Company Secretary, Kelly Moore, on +61 8 9467 2604 or via email at info@panteraminerals.com.

Authorised by the Board of the Company.

Yours faithfully,

Kelly Moore Company Secretary Pantera Minerals Limited E: info@panteraminerals.com | P: +61 8 9467 2604

PANTERA MINERALS LIMITED

ACN 646 792 949

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00am DATE : 18 February 2022 PLACE : By Virtual Meeting Facility

The business of the Meeting affects your shareholding and your vote is important.

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

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 Shareholders at 4.00pm WST on 16 February 2022.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities resulting from completion of the Proposed Acquisition, as described in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 6,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE TRANCHE 1 PLACEMENT

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,350,000 Shares to the Tranche 1 Placement Participants on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES UNDER THE TRANCHE 2 PLACEMENT

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,150,000 Shares to the Tranche 2 Placement Participants on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS UNDER THE TRANCHE 1 AND TRANCHE 2 PLACEMENT

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,500,000 Options to the Tranche 1 and Tranche 2 Placement Participants on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 1,875,000 Options to the Lead Manager on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

Dated: 18 January 2022

By order of the Board

Kelly Moore Company Secretary

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Change to nature and scale of activities – Proposed Acquisition	A counterparty to the transaction that, of itself or together with one or more transactions, will result in a significant change to the nature and scale of the entity’s activities and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a Shareholder), or an associate of that person or those persons.
Resolution 2 – Approval to issue Consideration Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Vendor) or an associate of that person (or those persons).
Resolution 3 – Ratification of prior issue of Shares under the Tranche 1 Placement	The Tranche 1 Placement Participants and any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 4 – Approval to issue Shares under the Tranche 2 Placement	The Tranche 2 Placement Participants and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 5 – Approval to issue Options to the Tranche 1 and 2 Options Participants	The Tranche 1 and Tranche 2 Placement Participants and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 6 – Approval to issue Lead Manager Options	PAC Partners or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

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

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

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

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

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

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• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

In light of the status of the evolving COVID-19 situation, the Directors have made a decision that Shareholders will not be able to physically attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to lodge a directed proxy form prior to the Meeting.

Voting online via Virtual Meeting

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “ View ” when this appears

4. Click on “ Register ” and follow the steps

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting

6. Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen

7. Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted

You may still attend the meeting and vote at the Virtual Meeting even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance at the Virtual Meeting will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment will be deemed to be revoked with respect to voting on that resolution.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9467 2604.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO THE RESOLUTIONS

1.1 Acquisition

As announced on 23 December 2021, the Company has entered into a binding heads of agreement ( Agreement ) whereby the Company has agreed to acquire an 80% legal and beneficial interest in certain mining tenements, together with the associated mining information, statutory licences and third party agreements from Ian Shackleton and Logan Barber as trustee for Bangemall Metals Pty Ltd (ACN 651 944 124) (the Vendor ) ( Proposed Acquisition ). The material terms of the Agreement are summarised at Schedule 1.

The Vendor is the holder of the following three exploration licences ( Tenements ):

Tenement	State
E52/3881	Western Australia
E52/3896	Western Australia
E52/3944	Western Australia

1.2 Board and Management

The Board of Directors and management of the Company will not change as a result of the Proposed Acquisition.

1.3 Changes to Business

The Company will not make any changes to its business model as a result of the Proposed Acquisition.

1.4 Proposed Acquisition – Indicative Timetable

An indicative timetable for completion of the Proposed Acquisition and associated transactions is set out below:

Timetable	Date
Dispatch of Notice of Meeting	19 January 2022
Extraordinary General Meeting	18 February 2022
Completion of Proposed Acquisition	March 2022

1.5

Pro forma balance sheet

The unaudited pro forma balance sheet shown below has been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

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The pro-forma balance sheet has been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Pro forma consolidated statement of financial position	Pantera as at 30 November 2021	Pro forma Adjustments for proposed Acquisition and Capital Raise	Pro-Forma – as at 30 November 2021
	Management Accounts - Unaudited	Unaudited	Unaudited
	$AUD	$AUD	$AUD
Current Assets
Cash at bank	5,633,110	1,210,000	6,843,110
Trade and other receivables	16,568	-	16,568
Other current assets	318,750	-	318,750
Total Current Assets	5,968,428	1,210,000	7,178,428
Non Current Assets
Property, plant and equipment	4,365	-	4,365
Exploration and evaluation assets	1,344,828	1,400,000	2,744,828
Total Non Current Assets	1,349,193	1,400,000	2,749,193
Total Assets	7,317,621	2,610,000	9,927,621
Liabilities
Current Liabilities
Trade and other payables	151,312	-	151,312
Total Current Liabilities	151,312	-	151,312
Total Liabilities	151,312	-	151,312
Net Assets	7,166,309	2,610,000	9,776,309
Equity
Issued capital	7,936,401	2,376,041	10,312,442
Reserves	386,845	233,959	620,804
Accumulated losses	(1,156,937)	-	(1,156,937)

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Pro forma consolidated statement of financial position	Pantera as at 30 November 2021	Pro forma Adjustments for proposed Acquisition and Capital Raise	Pro-Forma – as at 30 November 2021
	Management Accounts - Unaudited	Unaudited	Unaudited
	$AUD	$AUD	$AUD
Total Equity	7,166,309	2,610,000	9,776,309

The likely effect of the Proposed Acquisition on the Company’s capital structure, consolidated total assets, total equity interests, annual revenue, annual expenditure and profit before tax is set out below:

Particulars	Prior to Proposed Transaction1	Projected increase due to Proposed Transaction	Post Proposed Transaction – **Pro forma5 **	Percentage change due to Proposed Transaction
Total Consolidated Assets ($)2	7,317,621	2,610,000	9,927,621	36%
Total Equity ($)2	7,166,309	2,610,000	9,776,309	36%
Annual Revenue	N/A	N/A	N/A	N/A
Annual Profit	N/A	N/A	N/A	N/A
Total No of Shares	69,000,000	13,500,0003	82,500,000	20%
Total No of Options	31,500,000	9,375,0004	40,875,000	30%
Total No of Performance Rights	5,650,000	-	5,650,000	N/A
Total No of Performance Shares	6,750,000	-	6,750,000	N/A
Total No of Equity Securities	112,900,000	22,875,000	135,775,000	20%
Particulars	Working capital and other corporate costs	Existing Projects	New Tenements	Proportion on New Tenements
Expenditure for next 24-month period ($)	2,320,129	3,677,551	2,469,626	29%

Notes :

1. The above table is based on the unaudited pro-forma accounts as at 30 November 2020.

2. Based on the Placement price of $0.20.

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1. Comprising 6,000,000 Shares in consideration for the Proposed Acquisition and 7,500,000 Shares issued under the Placement.

2. Comprising 7,500,000 Options issued under the Placement and 1,875,000 Options issued to the Lead Manager.

1.6

Location & Geology

The Tenements are located within the Mid-West region of Western Australia; approximately 850km NNE of Perth, 230km NW of Meekatharra and 220km SW of Newman.

Access to the Tenements is via the Great Northern Hwy & Mt AugustusWoodlands Rd, then local station tracks. The Frederick Polymetallic Project is 110km to the west, in the same stratigraphic setting.

The Tenements are within the Edmund Basin, an emerging region for polymetallic mineralisation. Paleoproterozoic sediments have been deformed with large scale folding and faulting, introducing mineral-rich hydrothermal fluids which have travelled along regional scale structures and splays.

The project is at the western extent of the Jillawarra Sub-basin which hosts the Abra Pb-Ag Deposit, sitting in the same stratigraphic sequence and structural setting as Galena Mining’s ‘Abra’ polymetallic Deposit (ASX:G1A), and significantly there are coincident geophysical and geochemical anomalies within the Hellcat project area.

1.7 Business model

Following completion of the Acquisition, the Company’s proposed business model will be to continue to further explore and develop its existing Yampi, Frederick Polymetallic and Weelarrana Manganese Projects in accordance with the Company’s intended exploration programs as detailed in the disclosure document lodged by the Company with ASIC on 2 June 2021 for an initial public offering of the Company’s securities on the ASX, together with the Company’s 2021 annual financial report.

Upon completion of the Proposed Acquisition, the Company intends to undertake exploration activities at the Tenements, the details of which are included in section 1.8 below.

It is the Company’s view that the Proposed Acquisition is wholly consistent with this publicly articulated objective and business model and otherwise represents an opportunity to enhance shareholder value.

1.8 Proposed Exploration Program

It is currently proposed that the initial exploration budget for the Tenements relating to the Proposed Acquisition will be as follows:

	Year 1	Year 2
Geophysics	$195,756	$97,088
Heritage works	$137,632	$100,000
Drilling	$839,150	$1,100,000
TOTAL	$1,172,538	$1,297,088

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The exploration program and budget will be subject to modification on an ongoing basis, depending on the exploration results as they progress.

1.9 Capital Raising

In connection with the Proposed Acquisition, the Company undertook a placement to professional and sophisticated investors to raise $1,500,000 through the issue of 7,500,000 Shares at an issue price of $0.20 per Share ( Placement ), together with one free attaching Option for every one Share applied for and issued under the Placement ( Placement Options ). The Placement Options will be exercisable at $0.25 and expire on 1 May 2026. The full terms and conditions of the Placement Options are set out in Schedule 2.

The Shares issued under the Placement will be issued as follows:

• (a) the Company issued 4,350,000 Shares on 31 December 2021 pursuant to the Company’s existing placement capacity under Listing Rule 7.1 (ratification of which is sought pursuant to Resolution 3) ( Tranche 1 Placement ); and

• (b) the Company proposes to issue 3,150,000 Shares to professional and sophisticated investors subject to Shareholder approval being obtained under Resolution 4 ( Tranche 2 Placement ).

Lead Manager

The Company engaged the services of PAC Partners Securities Pty Ltd (ACN 623 653 912) (AFSL 335 374) as the lead manager to the Placement ( PAC Partners or Lead Manager ). In connection with the Placement, the Company agreed to pay and issue PAC Partners:

• (a) a selling fee of 4% of the gross amount raised under the Placement;

• (b) a management fee of 2% of the gross amount raised under the Placement; and

• (c) one Option for every four Shares issued under the Placement ( Lead Manager Options ).

2. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION

2.1 General

A summary of the Proposed Acquisition is set out in Section 1 of the Explanatory Statement. Shareholder approval for the Proposed Acquisition will be required for the purposes of ASX Listing Rule 11.1.2 as ASX considers that the acquisitions, if completed, will constitute a change to the scale of the Company’s activities.

Resolution 1 seeks the approval of Shareholders for a change in the nature and scale of the Company’s activities via the Proposed Acquisition.

2.2 Listing Rule 11.1

Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

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• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of the Listing Rules as if the entity were applying for admission to the Official List.

ASX has determined that Listing Rule 11.1.2 applies to the proposed Acquisition. Accordingly, the Company is required to seek Shareholder approval for the proposed Acquisition pursuant to Listing Rule 11.1.2 but is not required to recomply with the requirements of Chapters 1 and 2 of the Listing Rules.

2.3 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the Proposed Acquisition, which will allow the Company to change the nature and scale of its activities.

If Resolution 1 is not passed, the Company will not be able to proceed with the Proposed Acquisition.

The Company also confirms, per the requirements of ASX Guidance Note 12, that ASX takes no responsibility for the contents of this Notice.

3. RESOLUTION 2 – APPROVAL TO ISSUE CONSIDERATION SHARES

3.1 General

The Company has entered into an agreement to issue 6,000,000 Shares in consideration for the Proposed Acquisition ( Consideration Shares ).

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 proposed issue of the Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Consideration Shares. In addition, the issue of the Consideration Shares 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 2 is not passed, the issue of the Consideration Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

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Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consideration Shares.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Consideration Shares will be issued to the Vendor (or their nominees).

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Consideration Shares to be issued is 6,000,000. The Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Consideration Shares will occur progressively;

• (e) the Consideration Shares will be issued at a nil issue price, in consideration for the Proposed Acquisition;

• (f) the purpose of the issue of the Consideration Shares is to the Company’s obligations under the Agreement;

• (g) the Consideration Shares are being issued to the Vendor (or its nominees) under the Agreement. A summary of the material terms of the Agreement is set out in Schedule 1; and

• (h) the Consideration Shares are not being issued under, or to fund, a reverse takeover.

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4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE TRANCHE 1 PLACEMENT

4.1 General

As set out in Section 1.9 above, the Company issued 4,350,000 Shares on 31 December 2021 to professional and sophisticated investors at an issue price of $0.20 per Share to raise $870,000 ( Tranche 1 Placement Shares ).

As summarised in Section 3.1 above, 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 12 month period.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up all of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 allows the 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 the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

4.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

If Resolution 3 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

4.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) the Tranche 1 Placement Shares were issued to professional and sophisticated investors who are clients of PAC Partners. The recipients were identified through a bookbuild process, which involved PAC

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Partners seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 4,350,000 Tranche 1 Placement Shares were issued and the Tranche 1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d)

• the Tranche 1 Placement Shares were issued on 31 December 2021;

• (e) the issue price was $0.20 per Tranche 1 Placement Share. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;

• (f) the purpose of the issue of the Tranche 1 Placement Shares was to raise $870,000, which will be applied on the basis set out in section 1.8; and

• (g) the Tranche 1 Placement Shares were not issued under an agreement.

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES UNDER THE TRANCHE 2 PLACEMENT

5.1 General

As set out in Section 1.9 above, the Company has received firm subscriptions from investors to subscribe for 3,150,000 Shares at an issue price of $0.20 per Share to raise $630,000 under the Tranche 2 Placement.

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 3,150,000 Shares ( Tranche 2 Placement Shares ) to professional and sophisticated investors who wish to participate in the Tranche 2 Placement ( Tranche 2 Placement Participants ).

As summarised in Section 3.1 above, 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 proposed issue of the Tranche 2 Placement Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement Shares 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.

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If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares.

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares.

5.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (a) the Tranche 2 Placement Shares will be issued to professional and sophisticated investors who are clients of PAC Partners. The recipients will be identified through a bookbuild process, which will involve PAC Partners seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Tranche 2 Placement Shares to be issued is 3,150,000. The Tranche 2 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Tranche 2 Placement Shares will occur on the same date;

• (e) the issue price of the Tranche 2 Placement Shares will be $0.20 per Tranche 2 Placement Share. The Company will not receive any other consideration for the issue of the Tranche 2 Placement Shares;

• (f) the purpose of the issue of the Tranche 2 Placement Shares is to raise capital, which the Company intends to apply towards the funds set out in section 1.8;

• (g) the Tranche 2 Placement Shares are not being issued under an agreement; and

• (h) the Tranche 2 Placement Shares are not being issued under, or to fund, a reverse takeover.

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6. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO THE TRANCHE 1 AND 2 PLACEMENT PARTICIPANTS

6.1 General

As set out in Section 1.2 above, the Company is obtaining Shareholder approval, to issue participants in the Placement one Placement Option for every Share subscribed for and issued.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of Placement Options to the Tranche 1 and Tranche 2 Placement Participants ( Placement Options ).

As summarised in Section 3.1 above, 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 proposed issue of the Placement Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options 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 5 is not passed, the Company will not be able to proceed with the issue of the Placement Options. If this occurs, the Company may consider alternative mechanisms to recompense participants who participate in the Placement.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Options.

6.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 5:

• (a) the Placement Options will be issued to professional and sophisticated investors who are clients of PAC Partners. The recipients will be identified through a bookbuild process, which will involve PAC Partners seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company;

(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

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• (c) the maximum number of Placement Options to be issued is 7,500,000. The terms and conditions of the Placement Options are set out in Schedule 2;

• (d) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Options will occur on the same date;

• (e) the Placement Options will be issued at a nil issue price, on the basis of one Option for every Share subscribed for and issued to the Placement Participants;

• (f) the Placement Options are not being issued under an agreement; and

• (g) the Placement Options are not being issued under, or to fund, a reverse takeover.

7. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER

7.1 General

The Company is proposing to issue 1,875,000 Options in part consideration for lead manager services provided by PAC Partners ( Lead Manager Options ).

As summarised in Section 3.1 above, 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 proposed issue of the Lead Manager Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager Options 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 6 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options. If this occurs, the Company may consider alternative mechanisms to recompense the Lead Manager.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options.

7.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the Lead Manager Options will be issued to PAC Partners;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

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• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Lead Manager Options to be issued is 4,375,000. The terms and conditions of the Lead Manager Options are set out in Schedule 2;

• (d) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Lead Manager Options will occur on the same date;

• (e) the Lead Manager Options will be issued at a nil issue price, in consideration for lead manager services provided by PAC Partners;

• (f) the purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations to pay PAC Partners under the lead manager mandate. A summary of the material terms of the lead manager mandate is set out in Section 1.9;

• (g) the Lead Manager Options are being issued to PAC Partners under the lead manager mandate. A summary of the material terms of the lead manager mandate is set out in Section 1.9; and

• (h) the Lead Manager Options are not being issued under, or to fund, a reverse takeover.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Pantera Minerals Limited (ACN 646 792 949).

Consideration Shares means the 6,000,000 Shares issued as consideration for the Proposed Acquisition.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager or PAC Partners means PAC Partners Securities Pty Ltd (ACN 623 653 912).

Lead Manager Options means the 1,875,000 Options issued to the Lead Manager.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 2.

Optionholder means a holder of an Option.

Placement has the meaning given by Section 1.9.

Placement Options has the meaning given by Section 1.9.

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Proposed Acquisition has the meaning given by Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Tenements means E52/3881, E52/3896 and E52/3994.

Tranche 1 Placement means the issue of 4,350,000 Shares under the Placement.

Tranche 2 Placement means the issue of 3,150,000 Shares under the Placement.

Vendor means Ian Shackleton and Logan Barber as trustee for Bangemall Metals Pty Ltd (ACN 651 944 124).

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – KEY TERMS OF AGREEMENT

The key terms of the binding agreement pursuant to which Pantera (the Purchaser ) agrees to purchase an 80% legal and beneficial interest in the Tenements from Ian Shackleton and Logan Barber as trustee for Bangemall Metals Pty Ltd (ACN 651944 124) ( Vendor ) are as follows:

1.	Consideration	In consideration for the Proposed Acquisition, the Purchaser agrees: (a) at settlement to issue 1,000,000 Shares to the Vendor; (b) subject to: (i) the registration of a caveat over the Tenements by the Purchaser, the payment of A$100,000 to the Vendor within five (5) business days of such registration; (ii) ministerial consent being granted in respect of the transfer of the Tenements, the payment of A$100,000 to the Vendor within five (5) business days of such approval; (iii) the receipt of all required approvals allowing for the commencement of an exploration drilling program within the Tenements, to issue to issue 1,000,000 Shares to the Vendor; (iv) the release of an ASX announcement by the Purchaser of a JORC compliant resource in the inferred category of at least 250,000 contained base metal (Pb-Zn-Cu – equivalent to 5MT @5% Pb) and/or 500,000oz Ag to issue 2,000,000 Shares to the Vendor on; and (v) the announcement of a decision to mine within the Tenements by the Purchaser, to issue 2,000,000 Shares to the Vendor on an ASX announcement by the Purchaser.
2.	Minimum Exploration Commitment	The Purchaser commits to fund a minimum of A$1,000,000 of Exploration Expenditure on the Tenements, before a date that is twelve (12) months after receipt all required approvals allowing for the commencement of an exploration drilling program within the Tenements.
3.	Conditions Precedent	Settlement of the Acquisition is subject to and conditional upon the following: (a) completion of technical, financial and legal due diligence by the Purchaser on the Tenements; (b) the Purchaser obtaining ASX approval for the Proposed Acquisition; (c) the Purchaser completing a placement to sophisticated, professional and/or other exempt investors under section 708 of the_Corporations Act 2001_(Cth) (Corporations Act) to (Capital Raising): (i) raise money via the issue of 4,350,000 Shares under the Company’s existing placement capacity; and (ii) subject to shareholder approval, raise up to an additional $1,500,000 through the issue of Shares in the Company; (d) Ministerial consent in relation to the transfer of the acquired 80% interest of the Tenements to the Purchaser; and

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		(e) the Parties obtaining all other necessary shareholder approvals required to complete the transaction the subject of this Agreement pursuant to the Corporations Act, the ASX Listing Rules or otherwise.
4.	Joint Venture for The Tenements	(a) Following Settlement, the Purchaser and the Vendor will form an unincorporated joint venture (theJoint Venture) for the purposes of exploring, evaluating and, if warranted, developing and exploiting the Tenements. (b) The initial interests (JV Interest) of the Joint Venture Agreement shall be: (i) the Purchaser – 80%; and (ii) the Vendor – 20%. (c) Free Carried Period: following Settlement, the Purchaser will free carry the Vendor’s interest in the Tenements through to completion of a bankable feasibility study (Free Carried Period). The Company will also be the manager of the joint venture during the Free Carried Period and will be solely responsible for setting the work programs and budgets of the joint venture. (d) Dilution: If a party’s JV Interest is diluted to 5% or less, the party with the 5% JV Interest (theDisposing Party) will transfer their JV Interest to the other party (theControlling Party) and the Controlling Party will grant the Disposing Party a 1% gross royalty over the Tenements. (e) Area of Interest: The Parties agree that the area extending up to seventy (70) kilometres from the boundaries of each the Tenements shall be deemed an “Area of Interest”. The Parties agree that the Purchaser shall have a first right of refusal to acquire any mining tenement within the Area of Interest. (f) Within 45 days of the cessation of the Free Carried Period, the parties must enter into a formal joint venture agreement, to fully document the terms and conditions upon which the Joint Venture shall operate.
5.	Right of First Refusal	Following settlement, subject to clause 10, where either JV Party propose to sell, transfer or assign all or any of their JV Interests to a third party and is in receipt of an offer (which may be a cash purchase price or a cash equivalent such as securities), it will first offer the right to acquire those JV Interests to the other party upon the same terms and conditions as being offered to the said third party.

The Proposed Acquisition will otherwise be made on customary terms.

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SCHEDULE 2 – TERMS AND CONDITIO NS OF OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph 0, the amount payable upon exercise of each Option will be $0.25 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 1 May 2026 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e)

Notice of Exercise

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

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

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

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

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

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

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being

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ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

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

(j) 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 without exercising the Options.

(k) Change in exercise price

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

(l) Transferability

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

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