PREDICTIVE DISCOVERY LIMITED — AGM Information 2021

Oct 20, 2021

Predictive Discovery Limited ABN 11 127 171 877

Notice of Annual General Meeting

TIME: 3:00pm (WST) DATE: Monday, 22 November 2021 PLACE: Virtual, via a web-based meeting portal

SEE OVERLEAF FOR IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

This meeting will be held as a virtual meeting. Shareholders are strongly encouraged to vote via proxy prior to the Meeting or appoint the Chair as their proxy.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Ian Hobson on +61 8 9388 8290.

Notice of Meeting to Shareholders

The Annual General Meeting of Shareholders in Predictive Discovery Limited ( Predictive or the Company ) will be held via a web-based meeting portal ( Meeting ).

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

Please note terms contained in this Notice of Meeting have the same meaning as set out in Schedule 1 of the Explanatory Memorandum accompanying this Notice of Meeting.

1. Financial Report

To receive and consider the Annual Financial Report of the Company, together with the declaration of the directors, the Directors’ Report and the Auditor’s Report, for the year ended 30 June 2021.

2. Resolution 1 - Re-election of Mr Simon Jackson as a director of the Company

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

“That Mr Simon Jackson who was appointed to fill a casual vacancy and will retire at the Annual General Meeting in accordance with Article 19.5 of the Company’s Constitution, be re-elected as a Director of the Company.”

3. Resolution 2 - Re-election of Mr Andrew Pardey as a director of the Company

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

“That Mr Andrew Pardey who was appointed to fill a casual vacancy and will retire at the Annual General Meeting in accordance with Article 19.5 of the Company’s Constitution, be re-elected as a Director of the Company.”

4. Resolution 3 - Adoption of Remuneration Report

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

"That Shareholders’ adopt the Remuneration Report for the year ended 30 June 2021 as disclosed in the 2021 Annual Report."

Note – the vote on this resolution is advisory only and does not bind the Directors of the Company.

Voting Prohibition Statement : A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report: or

• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) The voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or (b) The voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on the Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

5. Resolution 4 – Approval of additional 10% capacity to issue shares

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

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

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) a person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue; or (b) an associate of that person or those persons.

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

• (a) a person as 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

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• (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.

Information for voting shareholders

Voting Entitlements

For the purpose of determining a person’s entitlement to vote at the Annual General Meeting, and in accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2011 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (WST) on Saturday, 20 November 2021.

On a poll, Shareholders have one vote for every Share held.

How to vote

The Company considers that the health, safety and welfare of the Company’s staff, its Shareholders and other stakeholders is of paramount importance given the dynamic nature of the COVID-19 pandemic, current restrictions on travel and gatherings, and the ability of both the Federal and State Governments to impose further restrictions. The Company will hold the Meeting as a virtual meeting via a web-based meeting portal arranged for the Meeting.

Voting by proxy

All voting will be conducted by poll using proxy instructions received in advance of the Meeting. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders who have indicated that they intend to vote at the Meeting in accordance with the instructions set out below.

The Directors instruct all shareholders who would like to have their vote counted to either:

• vote by lodging a proxy form prior to 3.00 pm (WST) on Saturday, 20 November 2021.) (Proxy CutOff Time) (recommended); or

• Shareholders who wish to participate and vote at the Meeting should contact the Company Secretary at ian.hobson@predictivediscovery.com prior to 3:00pm (WST) on 21 November 2021, at which point the Company will email you a personalised poll form for the purpose of voting on a poll at the Meeting.

How Shareholders can participate:

1. Shareholders are strongly urged to appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business, and the Chair of the Meeting must follow your instructions. Lodgement instructions (which include the ability to lodge proxies online) are set out in the Proxy Form attached to the Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the meeting.

2. Shareholders who intend to participate and vote on a poll at the Meeting must contact the Company Secretary at ian.hobson@predictivediscovery.com to notify the Company that you intend to participate and vote on a poll at the Meeting by emailing the Company a poll form. You will also need to register and access the Shareholder Meeting by videoconference to follow the meeting and timing of the poll (see below). After giving notice and following the Proxy Cut-Off Time, the Company will send you a personalised poll form. The personalised poll form must be completed and returned to the Company after the poll has been called and prior to the close of polling. During the Meeting, the Chair will notify you when and how you are able to complete and return the personalised poll form. The results of the Meeting will then be announced on the ASX in accordance with the Listing Rules.

3. Shareholders who have completed a proxy form but have not notified the Company that you intend to participate and vote on a poll at the Meeting will have an opportunity to participate in the meeting through the videoconference facility described below. In this circumstance, the person you have appointed as proxy will cast your vote on your behalf.

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at ian.hobson@predictivediscovery.com by 3:00pm (WST) 21 November 2021, and relate to the business of the Meeting only.

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 attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a

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Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

Remote attendance

The Meeting will be accessible to all Shareholders via a webinar, which will allow Shareholders to listen and observe the Meeting.

Shareholders who wish to participate in the General Meeting can do so remotely by registering with the Company Secretary. Shareholders must contact the Company Secretary at ian.hobson@predictivediscovery.com and request remote access details of the meeting by providing your name, address and HIN/SRN in order to register. Details of how to vote by a poll will also be provided.

BY ORDER OF THE BOARD

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IAN HOBSON COMPANY SECRETARY

DATED: 21 OCTOBER 2021

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Explanatory Memorandum

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of Predictive Discovery Limited ( Predictive or the Company ) in relation to business to be conducted via a web-based portal meeting at 3:00pm (WST) on Monday, 22 November 2021.

Purpose of Explanatory Memorandum

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

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. Accordingly, it should not be relied on solely in determining how to vote on the Resolutions and Shareholders should seek their own financial or legal advice.

Notice to persons outside of Australia

This Explanatory Memorandum has been prepared in accordance with the Corporations Act and the Listing Rules, disclosure requirements and Accounting Standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

Forward looking statements

Certain statements in this Explanatory Memorandum relate to the future. These statements reflect views only as of the date of this Explanatory Memorandum. While Predictive believes that the expectations reflected in the forward looking statements are reasonable, neither Predictive nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Memorandum will actually occur.

Disclaimer

No person is authorised to give any information or make any representation in connection with the proposed transactions which is not contained in this Explanatory Memorandum. Any information which is not contained in this Explanatory Memorandum may not be relied on as having been authorised by Predictive or the Board in connection with the proposed transactions.

Responsibility for information

The information contained in this Explanatory Memorandum has been prepared by Predictive and is the responsibility of Predictive.

ASX

A copy of the Notice of Meeting and Explanatory Memorandum has been lodged with ASX pursuant to the Listing Rules & the Corporations Act (2001). Neither ASX nor any of their officers take any responsibility for the contents of the Notice and Explanatory Memorandum.

Definitions

Many capitalised terms used in this Explanatory Memorandum are defined in the Glossary in Schedule 1.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Memorandum should be directed to the Company’s Company Secretary Ian Hobson, telephone +61 8 9388 8290.

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1. Financial Statements and Reports

In accordance with the Constitution and the Corporations Act, the business of the Meeting will include receipt and consideration of the Annual Report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. The Company’s Annual Report is available on its website at www.predictivediscovery.com.

Note: There is no requirement for shareholders to approve these documents.

2. Resolution 1: Re-election of Mr Simon Jackson as a Director

Article 19.5 of the Company's Constitution requires that a Director who was appointed to fill a casual vacancy must retire from office and will be eligible for re-election at the next annual general meeting following his or her appointment. Mr Simon Jackson was appointed to fill a casual vacancy on 19 October 2021. Accordingly, Mr Jackson retires at the Annual General Meeting in accordance with the Company's Constitution and, being eligible, seeks re-election.

Details regarding Mr Jackson’s qualifications and experience are set out in the ASX release dated 19 October 2021..

3. Resolution 2- Re-election of Mr Andrew Pardey as a Director

Article 19.5 of the Company's Constitution requires that a Director who was appointed to fill a casual vacancy must retire from office and will be eligible for re-election at the next annual general meeting following his or her appointment. Mr Andrew Pardey was appointed to fill a casual vacancy on 22 March 2021. Accordingly, Mr Pardey retires at the Annual General Meeting in accordance with the Company's Constitution and, being eligible, seeks reelection.

Details regarding Mr Pardy’s qualifications and experience are set out in the Company’s 2021 Annual Report.

4. Resolution 3 – Approval of Remuneration Report

4.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Company or the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for a financial year.

The Chair of the meeting must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.

4.2 Voting consequences

Under the Corporations Act a company is required to put to its Shareholders a resolution proposing the calling of another meeting of Shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a Remuneration Report Resolution are voted against adoption of the Remuneration Report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the Company must convene a Shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the Directors of the Company who were in office when the Directors' Report (as included in the company’s Annual Report for the most recent financial year) was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting, those persons whose election or re-election as directors of the Company is approved will be the Directors of the Company.

4.3 Previous voting results

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, the Spill Resolution is not relevant for this Annual General Meeting.

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5. Resolution 4 – Approval of additional 10% capacity to issue shares

General

Listing Rule 7.1A, provides that an Eligible Entities may seek shareholder approval at an annual general meeting to allow it to issue Equity Securities up to 10% of the its issued capital ( 10% Placement Capacity ).

For the purposes of Listing Rule 7.1A, the Company is an Eligible Entity.

Effect of Resolution 4

If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below). If Shareholders do not approve Resolution 4, the Company will not be able to issue Equity Securities of up to 10% of the Company’s fully paid ordinary shares unless Shareholder approval is obtained or utilising the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

The effect of Resolution 4 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the earlier of (1) the period up to 12 months after the Meeting, (2) the Company’s next annual general meeting and (3) shareholder approval of a transaction under rule 11.2.2 or 11.2, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

The Board recommends that Shareholders vote in favour of Resolution 4.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300,000,000.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 2 classes of listed Equity Securities on issue, being the Shares (ASX Code: PDI) and Listed Options (ASX Code: PDIO).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A = the number of fully paid ordinary securities on issue at the commencement of the relevant period,

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

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

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

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

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

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

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

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

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

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

• less the number of fully paid ordinary securities cancelled in the relevant period; D is 10%. E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been approved by the holders of Ordinary Securities under ASX Listing Rule 7.4.

Technical information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the Company provides the following information for the purpose of obtaining shareholder approval under Resolution 4.

1. Minimum price at The minimum price at which shares may be issued under the 10% Placement which equity securities Capacity is 75% of the volume weighted average price of equity securities in the may be issued same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before: (a) the date on which the price of the securities to be issued is agreed; or (b) if they are not issued within 10 ASX trading days of the date in paragraph (a), the ASX trading day on which the securities are issued.

2. Date on which If shareholder approval of Resolution 4 is obtained, shares may be issued under the Company may issue 10% Placement Capacity during the period commencing on the date of the Annual equity securities General Meeting and ending on the first to occur of the following: (a) 12 months after the date of the Annual General Meeting; (b) The time and date of the entity’s next annual general meeting; and (c) the date of Shareholder approval for any transaction under Listing Rules 11.1.2 (significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

3. Purposes for which (a) Shares may be issued under the 10% Placement Capacity for cash equity securities may consideration, in which case the Company intends to use the funds raised to be issued, including continue exploration programs at the company's West African projects, to whether the Company acquire new assets or investments or for working capital purposes. may issue them for non-cash (b) The Company will comply with its disclosure obligations under the Listing consideration Rules in relation to any issue of securities under the 10% Placement Capacity.

4. Details of the (a) The Company’s allocation policy for the issue of Equity Securities under the Company’s allocation 10% Placement Capacity will depend on the prevailing market conditions at policy for issues under the time of any proposed issue under the 10% Placement Capacity. approval (b) The identity of allottees under the 10% Placement Capacity will be determined on a case-by-case basis having regard to factors which may include: (i) the purpose of the issue;

  - (ii) alternative methods of raising funds which are available to the Company including the time and market exposure associated with the various methods of raising capital applicable at the time of the raising;

  - (iii) the effect of any such issue on the control of the Company;

  - (iv) the Company’s circumstances, including without limitation, its financial position and solvency;

  - (v) prevailing market conditions; and

  - (vi) advice from corporate, financial and broking advisers.

• (c) As at the date of this Notice, the allottees under the 10% Placement Capacity have not been determined. They may, however, include substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

5. Previous approvals The Company has previously obtained Shareholder approval under Listing Rule under Listing Rule 7.1A 7.1A at its annual general meeting held on 9 November 2020.

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6. Risk of economic and voting dilution

• Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Shareholders should note that there is a risk that

• (i) the market price for the shares at the time they are issued under the 10% Share Issue Capacity may be materially higher or lower than on the date of the Annual General Meeting; and

• (ii) shares may be issued under the 10% Share Issue Capacity at a price that is at a discount to the market price for those shares on the date of their issue.

Note that the percentage dilution of voting power and economic interest as a result of the issue of additional shares under the 10% Placement Capacity is dependent on the number of shares issued and the issue price for the issue of those shares under the 10% Placement Capacity. This is demonstrated in the hypothetical example below.

Number of Shares on Issue		Dilution
	Issue Price (per Share)	$0.120 50% decrease in Issue Price	$0.240 Current Issue Price	$0.360 50% increase in Issue Price
1,351,510,353 (Current)	Shares issued	135,151,035 Shares	135,151,035 Shares	135,151,035 Shares
	Funds raised	$16,218,124	$32,436,248	$48,654,373
2,027,265,530 (50% increase)	Shares issued	202,726,553 Shares	202,726,553 Shares	202,726,553 Shares
	Funds raised	$24,327,186	$48,654,373	$72,981,559
2,703,020,706 (100% increase)	Shares issued	270,302,071 Shares	270,302,071 Shares	270,302,071 Shares
	Funds raised	$32,436,248	$64,872,497	$97,308,745

*The number of Shares on issue could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 1,351,510,353 Shares on issue.

2. The issue price set out above is the closing price of the Shares on the ASX on 8 October 2021.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

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1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

2. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

3. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

4. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

5. 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%.

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

The Company has issued 101,479,340 ordinary shares representing 8% of the Company’s issued capital pursuant to Listing Rule 7.1A in the 12 months preceding the date of this meeting as follows:

Date of issue:	25 May 2025
Number issued:	101,479,340 Fully Paid Ordinary Shares
Class/Type of equity security:	Ordinary Shares
Summary of terms:	Fully paid ordinary shares
Names of persons who received securities or basis on which those persons were determined:	Sophisticated investors who were clients of Euroz Hartleys & Sprott Capital Partners LP
Price:	8.0 cent
Discount to market price (if any):	Nil
For cash issue
Total cash consideration received	$8,118,347
Amount of cash consideration spent	Nil
Use of cash consideration	N/A
Intended use for remaining amount of cash (if any):	To assist in funding the Company’s exploration projects in Cote d’Ivoire and Guinea, West Africa.

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Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

Directors’ recommendation

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

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Schedule 1- Glossary

In this Explanatory Memorandum, unless the context otherwise requires:

$ Australian dollars 10% Placement Has the meaning given in Section 5. Capacity ABN Australian Business Number. ACN Australian Company Number. Annual Report The Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2021. ASX ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Auditor's Report The auditor's report on the Financial Report. Board The board of Directors. Closely Related Of a member of the Key Management Personnel means: Party (a) A spouse or child of the member; (b) A child of the member’s spouse; (c) A dependent of the member’s spouse; (d) Anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) A company the member controls; or (f) A person prescribed by the Corporations Regulations 2001 (Cth). Chair The chair of the Meeting. Company or Predictive Discovery Limited (ABN 11 127 171 877). Predictive Corporations Act The Corporations Act 2001 (Cth). Director A director of Predictive. Directors' Report The annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities. Equity Security The same meaning as in the Listing Rules. Explanatory The Explanatory Memorandum accompanying the Notice of Meeting. Memorandum Financial Report The annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities. Key Management Has the same meaning as in the accounting standards (as that term is defined in the Personnel 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, the 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. Listing Rules The listing rules of the ASX. Notice of Meeting The notice convening the Annual General Meeting, which accompanies this Explanatory Memorandum. Meeting or Annual The Annual General Meeting of Predictive called by the Notice of Meeting. General Meeting Option Means an option to acquire a share Performance Right means a right granted under these Rules to acquire one or more shares by transfer or allotment as set out in the relevant Invitation. Remuneration The remuneration report of the Company contained in the Directors' Report. Report Resolution Resolution in the Notice of Meeting. Security means a security in the capital of the Company Share, Option, Performance Right or other Convertible Security. Share Means a share in the capital of the Company. Shareholder The registered holder of a Share. Spill Meeting Has the meaning given in Section 4. Spill Resolution Has the meaning given in Section 4.

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ABN 11 127 171 877

LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  Predictive Discovery Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

PROXY FORM

I/We being a member(s) of Predictive Discovery Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 3:00pm (WST) on Monday, 22 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be held virtually via a web-based meeting portal. Details of how shareholders can attend the meeting online are set out in the Notice of AGM. Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain *

• 1 Re-election of Mr Simon Jackson as a director

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• 2 Re-election of Mr Andrew Pardey as a director

• 3 Adoption of Remuneration Report

• 4 Approval of additional 10% capacity to issue shares

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

PDI PRX2103N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3:00pm (WST) on Saturday, 20 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



Predictive Discovery Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

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COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).