PANTORO GOLD LIMITED — Proxy Solicitation & Information Statement 2023

Feb 19, 2023

==> picture [122 x 77] intentionally omitted <==

PANTORO LIMITED

ACN 003 207 467

NOTICE OF GENERAL MEETING

TIME: 1:00pm (AWST) DATE: 24 March 2023

PLACE: The Country Women’s Association 1176 Hay Street West Perth WA 6005

Important notes

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6263 1110.

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice of Meeting.

Contents Page

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	11
Proxy Form	Enclosed
Important Information

Time and place of meeting

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 1:00pm (AWST) on 24 March 2023 at:

The Country Women’s Association 1176 Hay Street, West Perth WA 6005

Your vote is important

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

Voting eligibility

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 (AWST) on 22 March 2023.

Voting in person (or by attorney)

To vote in person, attend the Meeting at the time, date and place set out above. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the Meeting.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

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, members are advised that:

• A. each member has a right to appoint a proxy;

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

• C. a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the

Page 2 of 12

member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

To be effective, proxies must be received by 1.00pm (AWST) on 22 March 2023. Proxies lodged after this time will be invalid.

Page 3 of 12

BUSINESS OF THE MEETING

Business

The Explanatory Statement and Proxy Form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

Capitalised terms not otherwise defined in this Notice have the meaning given to them in the Explanatory Statement which accompanies this Notice. References to the “Corporations Act” are to the Corporations Act 2001 (Cth) unless the context requires otherwise.

1. Resolution 1 – Approval of Tranche 2 Placement 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 983,176,915 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associate of those persons. However, this does not apply to a vote cast in favour of a resolution 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; or

(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.

2. Resolution 2 – Ratification of Tranche 1 Placement 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 7.4 and for all other purposes, Shareholders ratify the issue of 266,823,085 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares and any associate of that person or those persons. However, this does not apply to a vote cast in favour of a Resolution by:

Page 4 of 12

(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; or
(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.

Other Business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

DATED: 20 February 2023

BY ORDER OF THE BOARD

DAVID OKEBY COMPANY SECRETARY

Page 5 of 12

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 which are the subject of the business of the Meeting.

3. Background

On 15 February 2023, the Company announced that it had received firm commitments in respect of a two-tranche placement of 1,250,000,000 Shares to sophisticated and professional investors at $0.06 per Share to raise approximately A$75 million (before costs), comprising:

• (a) Tranche 1: 266,823,085 Shares utilising the Company’s existing placement capacity ( Tranche 1 Placement Shares ); and

• (b) Tranche 2: subject to Resolution 1 being passed, 983,176,915 Shares ( Tranche 2 Placement Shares ),

( Placement ).

On 13 February 2023, the Company announced that it had entered into a merger implementation deed for an all scrip merger of Tulla Resources plc and the Company via a Tulla scheme of arrangement under the Companies Act 2006 (UK), under which the Company will acquire Tulla ( Merger ).

For further details of the Placement and Merger refer to the Company’s announcement dated 13 February 2023.

The funds raised from the Placement will be used for:

• (a) Norseman ramp up and project working capital;

• (b) exploration and reserve growth;

• (c) debt management;

• (d) corporate working capital; and

• (e) transaction costs (Placement and Merger).

Petra Capital Pty Ltd and Euroz Hartleys Limited ( Joint Lead Managers ) acted as joint lead mangers, brokers and bookrunners for the Placement. The Company will pay these entities a total of 5% of the amount raised under the Placement.

4. Resolution 1 – Approval of Tranche 2 Placement Shares

==> picture [15 x 10] intentionally omitted <==

General

Resolution 1 seeks Shareholder approval for the issue of the Tranche 2 Placement Shares.

Resolution 1 is an ordinary resolution.

None of the subscribers under the Placement will be a related party or an associate of a related party of the Company.

Page 6 of 12

The Board believes that Resolution 1 is in the best interests of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

==> picture [17 x 10] intentionally omitted <==

Listing Rule 7.1

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 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 and exceeds the 15% limit in Listing Rule 7.1. The Company therefore requires approval of its Shareholders under Listing Rule 7.1 to issue the Tranche 2 Placement Shares.

==> picture [17 x 11] intentionally omitted <==

Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the proposed issue of the Tranche 2 Placement Shares which will enable the Company to raise up to $58.99 million. In addition, the Shares will be excluded from the calculation of the number of equity securities that the Company can issue in the 12 months following the issue date without Shareholder approval under Listing Rule 7.1. The issue of the Tranche 2 Placement Shares will dilute existing Shareholders (assuming they are not participating) by approximately 55.3%.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and the Company will not be able to access the funds that were to be raised under Tranche 2 of the Placement. This will impact on the Company’s planned activities which will need to be scaled back unless alternative funding can be arranged.

==> picture [17 x 10] intentionally omitted <==

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 the proposed issue of the Tranche 2 Placement Shares:

• (a) the Tranche 2 Placement Shares will be issued to sophisticated and professional investors who are clients of the Joint Lead Managers. In accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that:

• (i) one substantial shareholder of the Company, being Franklin Resources, Inc., and its associates will be issued Tranche 2 Placement Shares;

• (ii) as a result of the issue, Regal Funds Management Pty Ltd, and its affiliates will become a substantial shareholder of the Company; and

• (iii) aside from as set out in (i) and (ii) above, none of the other issuees are:

  • (A) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisors of the Company or any

Page 7 of 12

associate of any of these parties; and

• (B) being issued more that 1% of the issued capital of the Company;

• (b) the maximum number of Tranche 2 Placement Shares to be issued is 983,176,915 Tranche 2 Placement Shares

• (c) the Tranche 2 Placement Shares 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 and will rank equally in all respects with the Company’s existing Shares on issue;

• (d) the Tranche 2 Placement Shares will be issued on 22 March 2023, being 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);

• (e) the issue price of the Tranche 2 Placement Shares will be $0.06 per Tranche 2 Placement Share;

• (f) the funds raised from the issue of the Tranche 2 Placement Shares will be used for the purposes detailed in Section 3;

• (g) the Tranche 2 Placement Shares will be issued pursuant to short form subscription applications;

• (h) a voting exclusion statement is included in the Notice for Resolution 1;

5. Resolution 2 – Ratification of Tranche 1 Placement Shares

==> picture [15 x 10] intentionally omitted <==

General

Resolution 2 seeks Shareholder approval to ratify the issue of the Tranche 1 Placement Shares.

Resolution 2 is an ordinary resolution.

The Board believes that Resolution 2 is in the best interests of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution.

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

==> picture [17 x 10] intentionally omitted <==

ASX Listing Rules 7.1 and 7.4

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 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.

Tranche 1 of the Placement does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part 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 issue date.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of

Page 8 of 12

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 into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 2 seeks Shareholder approval for Tranche 1 of the Placement under and for the purposes of Listing Rule 7.4.

==> picture [17 x 11] intentionally omitted <==

Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

==> picture [17 x 10] intentionally omitted <==

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 the ratification of the Tranche 1 Placement Shares:

• (a) the Tranche 1 Placement Shares will be issued to sophisticated and professional investors who are clients of the Joint Lead Managers. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that:

• (i) one substantial shareholder of the Company, being Franklin Resources, Inc., and its affiliates will be issued Tranche 1 Shares; and

• (ii) aside from as set out in (i) above, none of the other issuees are:

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

  • (B) being issued more that 1% of the issued capital of the Company;

• (b) 266,823,085 fully paid ordinary shares will be issued;

• (c) The Shares will be fully paid ordinary share and rank equally in all respects with the Company’s existing Shares;

• (d) the Tranche 1 Placement Shares will be issued on 22 February 2023;

• (e)

• the issue price of the Tranche 1 Placement Shares is $0.06 per Share;

• (f) the funds raised from the issue of the Tranche 1 Placement Shares will be used for the purposes detailed in Section 3;

Page 9 of 12

• (g) the Tranche 1 Placement Shares will be issued pursuant to short form subscription applications; and

• (h) a voting exclusion statement is included in the Notice for Resolution 2.

Page 10 of 12

GLOSSARY

In this Explanatory Statement (and the Notice of Meeting) the following terms will bear the following meanings, unless the context otherwise requires:

$ means Australian dollars.

ASX means ASX Limited or the securities exchange administered by ASX Limited as applicable.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of Directors of the Company.

Chair means the person appointed to chair of the Meeting and where relevant the Chair for the relevant part of the Meeting.

Company means Pantoro Limited (ACN 003 207 467).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Joint Lead Managers means Petra Capital Pty Limited and Euroz Hartleys Limited.

Key Management Personnel has the same meaning as in the accounting standards (as that term is defined in the Corporations Act) and broadly includes 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, directly or indirectly, including any director (whether executive or non-executive) of the Company or if the Company is part of a consolidated entity of an entity within the consolidated group.

Merger has the meaning given in Section 3 of this Explanatory Memorandum.

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

Placement has the meaning given in Section 3 of this Explanatory Memorandum.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

Tranche 1 Placement Shares has the meaning given in Section 3 of this Explanatory

Page 11 of 12

Memorandum.

Tranche 2 Placement Shares has the meaning given in Section 3 of this Explanatory Memorandum.

Page 12 of 12

==> picture [94 x 44] intentionally omitted <==

==> picture [73 x 5] intentionally omitted <==

Pantoro Limited ABN 30 003 207 467

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

PNRRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:00pm (AWST) on Wednesday, 22 March 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

PIN: 99999

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.

Samples/000002/000003

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

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.



I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Pantoro 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 General Meeting of Pantoro Limited to be held at The Country Women’s Association, 1176 Hay Street, West Perth, WA 6005 on Friday, 24 March 2023 at 1:00pm (AWST) and at any adjournment or postponement of that meeting.

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

Step 2 Items of Business Resolution 1 Approval of Tranche 2 Placement Shares

For Against Abstain

==> picture [92 x 47] intentionally omitted <==

Resolution 2 Ratification of Tranche 1 Placement Shares

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.

==> picture [535 x 97] intentionally omitted <==

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

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 Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

9 9 9 9 9 9 A

P N R