PREDICTIVE DISCOVERY LIMITED — AGM Information 2021

Jun 7, 2021

Predictive Discovery Limited ABN 11 127 171 877

Notice of General Meeting

TIME: 10.00 am DATE: 9 July 2021 PLACE: Virtual Meeting

This Notice of 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.

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Notice of Meeting to Shareholders

The General Meeting of Shareholders in Predictive Discovery Limited ( Predictive or the Company ) will be held virtually on 9 July 2021 at 10.00 am (WST) 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. Resolution 1 – Ratification of prior LR7.1 issue of Shares (May Placement)

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue under Listing Rule 7.1 by the Company of 148,190,533 Shares to the parties and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

e or an	associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as 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 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 prior LR7.1A issue of Shares (May Placement)

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue under Listing Rule 7.1A by the Company of 101,479,340 Shares to the parties and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as 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 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.

3. Resolution 3 – Approval for issue of Shares to Paul Roberts (May Placement)

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

"That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the subscription by Mr Paul Roberts (and/or his nominees) of, and authorise the Company to issue to him (and/or his nominees), 375,000 Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Paul Roberts and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

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• (a) a person as 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 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.

4. Resolution 4 – Approval for issue of Shares to Steven Michael (May Placement)

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

"That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the subscription by Mr Steven Michael (and/or his nominees) of, and authorise the Company to issue to him (and/or his nominees), 187,500 Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Paul Roberts and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (d) a person as 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

• (e) 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

• (f) 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.

5. Resolution 5 – Approval of Issue of Broker Options

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, Shareholders approve the issue of up to 8,000,000 Broker Options to Euroz Hartleys Limited and Sprott Capital Partners LP (or their respective nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Euroz Hartleys Limited and Sprott Capital Partners LP (or their respective nominees) and any person 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 those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as 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 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.

6. Resolution 6 – Approval to issue Tranche 2 Placement Shares (May Placement)

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 81,017,627 Shares as set out in the Explanatory Memorandum”

Voting Exclusion

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The Company will disregard any votes cast in favour of this 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 Company) or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as 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 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 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 General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00 pm (WST) on 7 July 2021.

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

How to vote

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 7 July 2021 at 10.00am (AWST) (Proxy Cut-Off 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 5.00pm (AWST) on 7 July 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 Zoom 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 10.00 am (AWST) 8 July 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.

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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 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 Zoom (a virtual 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: 8 June 2021

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Explanatory Memorandum

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of Predictive Discovery Limited ( Predictive, PDI or the Company ) in relation to business to be conducted at the General Meeting to be held virtually at 10.00 am WST on 9 July 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 (Cth). 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. Resolution 1 & Resolution 2 - Ratification of prior issue of Tranche 1 Placement Shares (May Placement)

1.1 General

On 17 May 2021, the Company announced that it had received commitments for a placement to raise $26,500,000 before costs ( May Placement ) by the issue of up to 331,250,000 Shares at an issue price of $0.08 each ( May Placement Shares ) to the participants ( May Placement Participants ).

The May Placement is to be issued in two tranches. On 25 May 2021, the Company issued a total of 249,669,873 May Placement Shares using the Company's placement capacity under Listing Rules 7.1 and 7.1A as follows:

• (a) 148,190,533 May Placement Shares under Listing Rule 7.1 ( LR7.1 Ratification Shares ); and

• (b) 101,479,340 May Placement Shares under Listing Rule 7.1A ( LR7.1A Ratification Shares ),

(together, the Tranche 1 Placement Shares ).

The second tranche consisting of 81,580,127 shares ($6.53 million), which includes PDI Director participation (totalling $45,000), will be issued subject to shareholder approval at this General Meeting.

Resolution 1 & Resolution 2 seek the approval of Shareholders to ratify the issue of the Tranche 1 Placement Shares under and for the purposes of Listing Rule 7.4.

Resolution 1 & Resolution 2 are ordinary resolutions. Shareholders’ attention is drawn to the voting exclusion statement in relation to Resolution 1 & Resolution 2 in the Notice.

The Board recommends that Shareholders vote in favour of each of Resolution 1 and Resolution 2 and the Chair intends to vote undirected proxies in favour of Resolution 1 and Resolution 2.

1.2 Listing Rules 7.1, 7.1A and 7.4

Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities in any 12 month period other than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period ( 15% share issue capacity ).

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital ( 10% share issue capacity ). The Company obtained this approval at its annual general meeting held on 9 November 2020.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the 15% and 10% limits under each of Listing Rules 7.1 and 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under those Listing Rules for the 12 month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 and listing Rule 7.1A will be treated as having been made with Shareholder approval for the purposes of those Listing Rules if Shareholders subsequently ratify it and the issue did not breach Listing Rule 7.1 and Listing Rule 7.1A.

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 and Listing Rule 7.1A.

Accordingly, Resolution 1 & Resolution 2 seek shareholder approval under and for the purposes of Listing Rule 7.4, allowing the Company to substantially refresh its 15% and 10% share issue capacities.

If Resolution 1 & Resolution 2 are passed, the issue of the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% and 10% limits in Listing Rule 7.1 and Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue.

If Resolution 1 is not passed, 148,190,553 Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the LR7.1 Ratification Shares.

If Resolution 2 is not passed, 101,479,340 Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval to the extent of 101,479,340 Equity Securities for the 12 month period following the issue of the LR7.1A Ratification Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

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1.3 Specific information required under Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Tranche 1 Placement Shares:

• (a) a total of 249,669,873 Tranche 1 Placement Shares were issued on 25 May 2021 as follows:

  • i. 148,190,533 Tranche 1 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and

  • ii. 101,479,340 Tranche 1 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval;

• (b) the Tranche 1 Placement Shares were issued for $0.08 per Share;

• (c) the Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (c) the Tranche 1 Placement Shares were issued to sophisticated and institutional investors qualifying as such under section 708 of the Corporations Act, being investors identified by the Directors and including clients of Euroz Hartleys Limited and Sprott Capital Partners LP who acted as joint lead manager for the May Placement. None are related parties of the Company. There were no subscribers who are a substantial shareholder who acquired 1% or more of the Company’s issued capital Shares. All other shareholders that were issued Tranche 1 Placement Shares pursuant to the May Placement are not considered to be "material investors" for the purposes of ASX Guidance Note 21, paragraph 7.2;

• (d) funds raised from the issue of the Tranche 1 Placement Shares will be used to drive rapid growth in resources with at least 110,000 meters of drilling planned over the next 12 months and to deliver metallurgical testwork technical studies and baseline studies required for project development including social and environmental studies, and for general working capital;

• (e) there are no additional material terms with respect to the agreements for the issue of the Tranche 1 Placement Shares; and

• (f) a voting exclusion statement is included in the Notice.

2. Resolution 3 & Resolution 4 – Approval for issue of Director Placement Shares to Paul Roberts and Steven Michael (May Placement)

2.1 General

As announced to ASX on 17 May 2021, Directors Paul Roberts and Steven Michael ( Related Party Participants ), agreed to subscribe for a total of 562,500 Shares under the May Placement at $0.08 per Share for a total of $45,000 ( Director Placement Shares ), subject to the Company obtaining Shareholder approval for the issue of those Shares. Further details of the May Placement are set out in Section 1.

Resolution 3 and Resolution 4 seek the approval of Shareholders for the issue of 562,500 Shares to the Related Party Participants (or their respective nominees) arising from their participation in the May Placement ( Participation ) under and for the purposes of Listing Rule 10.11.

Resolution 3 & Resolution 4 are ordinary resolutions. Shareholders’ attention is drawn to the voting exclusion statements in relation to Resolution 3 & Resolution 4 in the Notice.

The Board (excluding Paul Roberts and Steven Michael, who declines to make a recommendation based on their interest in the outcome of Resolution 3 & Resolution 4) recommends that Shareholders vote in favour of Resolution 3 and Resolution 4. The Chair intends to vote undirected proxies in favour of Resolution 3 & Resolution 4.

2.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• (a) a related party (Listing Rule 10.11.1);

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

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company

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pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

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

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

Messrs Paul Roberts and Steven Michael are related parties of the Company by virtue of being Directors. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Resolution 3 and Resolution 4 seek the required Shareholder approval to the proposed issue of the Director Placement Shares to the Related Party Participants under and for the purposes of Listing Rule 10.11.

If Resolution 3 and Resolution 4 are passed, the Company will be able to proceed with the issue of the Director Placement Shares to the Related Party Participants (or their respective nominees). In addition, as Shareholder approval is not required under Listing Rule 7.1 where an approval is given under Listing Rule 10.11, the issue of the Director Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the date of issue.

If Resolution 3 and Resolution 4 are not passed, the Company will not be able to proceed with the issue of the Director Placement Shares to the Related Party Participants (or their respective nominees), and the Company will not receive the additional funds committed by the Related Party Participants. The Company considers that it has adequate working capital to achieve its stated objectives at this time and therefore does not intend to seek a further approval or raise further capital at this stage, if these Resolutions are not passed.

2.3 Specific information required under Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares:

• (a) the Director Placement Shares will be issued to Directors Paul Roberts and Steven Michael (or to their respective nominees);

• (b) Messrs Paul Roberts and Steven Michael are related parties of the Company by virtue of being Directors and fall into the category stipulated by Listing Rule 10.11.1. In the event the Director Placement Shares are issued to a nominee of a Related Party Participant, that person will fall into the category stipulated by Listing Rule 10.11.4;

• (c) the maximum number of Shares to be issued to Mr Roberts (and/or his nominee) is 375,000 Director Placement Shares and to Mr Steven Michael (and/or his nominee) is 187,500 Director Placement Shares;

• (d) the Director 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;

• (e) the Director Placement Shares will be issued to the Related Party Participants (or their respective nominees) no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (f) the Director Placement Shares will be issued at an issue price of $0.08 per Share, being the issue price under the May Placement;

• (g) the funds raised from the issue of the Director Placement Shares will be aggregated with and used for the same purpose as the funds raised from the issue of the Tranche 1 Placement Shares (as set out in Section 1.3(d));

• (h) the Participation is not intended to remunerate or incentivise the Related Party Participants;

• (i) there are no additional material terms with respect to the agreements for the proposed issue of the Director Placement Shares; and

• (j) a voting exclusion statement is included in the Notice.

2.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

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• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related Party Participants are related parties of the Company by virtue of being Directors.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to the Related Party Participants on the same terms as Shares issued to non-related party participants in the May Placement and as such the giving of the financial benefit is on arm's length terms.

3. Resolution 5 – Approval of Issue of Broker Options

3.1 General

Refer to Section 1 above for the background to the May Placement.

Euroz Hartleys Limited and Sprott Capital Partners LP acted as joint lead managers and bookrunners to the May Placement ( Joint Lead Managers ). As part consideration for the provision of the lead manager services, the Company agreed to issue the Joint Lead Managers (or their respective nominees) up to 8,000,000 Options exercisable at $0.14 each and expiring on or before the date which is 3 years from the issue ( Broker Options ).

Resolution 5 seeks the approval for the issue of the Broker Options to the Joint Lead Managers (or their respective nominees) under and for the purposes of Listing Rule 7.1.

Resolution 5 is an ordinary resolution.

The Directors recommend that Shareholders vote in favour of Resolution 5. The Chair intends to vote undirected proxies in favour of Resolution 5.

3.2 Summary of JLM Mandate

The Company entered into a mandate with the Joint Lead Managers for the provision of lead manager services and bookrunner services ( JLM Mandate ).

Under the JLM Mandate, the Company agreed to pay the Joint Lead Managers the following fees in relation to the May Placement:

• (a) a management fee of 1% on the total gross dollar amount raised under the May Placement, payable solely to Euroz Hartleys Limited;

• (b) a placement fee of 5% on the total gross dollar amount raised under the May Placement, to be allocated between (and payable to) each of Euroz Hartleys Limited and Sprott Capital Partners LP; and

• (c) upon completion of the May Placement, and at the absolute discretion of the Company based upon the performance of the Joint Lead Managers in terms of the outcomes of the May Placement, the Company will issue to the Joint Lead Managers a total of 8,000,000 unlisted Options (to entities to be nominated by each Joint Lead Manager).

The JLM Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

3.3 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 1.2.

Resolution 5 seeks the required Shareholder approval to the issue of the Broker Options under and for the purposes of Listing Rule 7.1.

If Resolution 5 is passed, the issue of the Broker Options will be excluded in calculating the Company's 15% limit in 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 of the Broker Options.

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If Resolution 5 is not passed, the Broker Options will be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval over the 12 month period following the issue of those Broker Options.

3.4 Specific 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 Broker Options:

• (a) a maximum of 8,000,000 Options are to be issued as Broker Options;

• (b) the Broker 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);

• (c) the Broker Options will be issued for nil cash consideration, as they will be granted in consideration for broking services provided to the Company. Accordingly, no funds will be raised from the issue;

• (d) the Broker Options will be issued to the Joint Lead Managers (or their respective nominees), none of whom is a material investor (for the purposes of ASX Guidance Note 21, paragraph 7.2) or a related party of the Company;

• (e) the Broker Options are exercisable at $0.14 on or before the date which is 3 years from the issue and otherwise on the terms and conditions set out in Schedule 2;

• (f) funds raised through the exercise of the Broker Options will be used to further the Company’s exploration activities in West Africa;

• (g) a summary of the material terms of the JLM Mandate is in Section 3.2 above; and

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

4. Resolution 6 – Approval to issue Tranche 2 Placement Shares (May Placement)

4.1 General

Please refer to Section 1.1 for details of the May Placement announced on 17 May 2021.

The Company does not currently have sufficient placement capacity under Listing Rules 7.1 or 7.1A to issue the remaining 81,017,627 Shares under the May Placement ( Tranche 2 Placement Shares ).

Resolution 6 seeks the approval of Shareholders for the issue of up to 81,017,627 Tranche 2 Placement Shares to May Placement Participants to raise approximately $6.48 million under and for the purposes of Listing Rule 7.1.

Resolution 6 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 6. The Chair intends to vote undirected proxies in favour of Resolution 6.

4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 1.2.

The proposed issue of Tranche 2 Placement Shares does not fall within any of the exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

To this end, Resolution 6 seeks the required Shareholder approval to the issue of the Tranche 2 Placement Shares under and for the purposes of Listing Rule 7.1.

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares and raise approximately $6.48 million. In addition, the issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares. The Company considers that it has adequate working capital to achieve its stated objectives at this time and therefore does not intend to seek a further approval or raise further capital at this stage, if these Resolutions are not passed.

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4.3 Specific information required by Listing Rule 7.3

Under and for the purposes of 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 May Placement Participants, being sophisticated and institutional investors qualifying as such under section 708 of the Corporations Act. Other than the Directors for whom separate Shareholder approval is being sought (refer to Resolutions 4 and 5 above), none of the May Placement Participants will be related parties of the Company. The May Placement Participants are investors identified by the Directors and including clients of Euroz Hartleys Limited and Sprott Capital Partners LP who acted as joint lead managers for the May Placement. The May Placement Participants to be issued Tranche 2 Placement Shares are not considered to be "material investors" for the purposes of ASX Guidance Note 21, paragraph 7.2;

• (b) a maximum of 81,017,627 May Placement Shares are to be issued as Tranche 2 Placement Shares;

• (c) the Tranche 2 Placement Shares will be issued as fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue;

• (d) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). It is intended that the Tranche 2 Placement Shares will be issued on or about the date of the meeting;

• (e) the Tranche 2 Placement Shares will be issued at $0.08 per Share;

• (f) the funds raised from the issue of the Tranche 2 Shares will be aggregated with and used for the same purpose as the funds raised from issue of the Tranche 1 Placement Shares (as set out in Section 1.3(d));

• (g) there are no additional material terms with respect to the agreements for the issue of the Tranche 2 Placement Shares; and

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

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Schedule 1- Glossary

In this Explanatory Memorandum, unless the context otherwise requires:

$ Australian dollars 10% Placement Capacity Has the meaning given in Section 1 15% Placement Capacity Has the meaning given in Section 1 ABN Australian Business Number. ACN Australian Company Number. ASX ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited. Board The board of Directors. Broker Options Means up to 8,000,000 Options, the subject of Resolution 5. Closely Related Party Of a member of the Key Management Personnel means: (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, PDI or Predictive Predictive Discovery Limited (ABN 11 127 171 877). Corporations Act The Corporations Act 2001 (Cth). Director A director of Predictive. Director Placement Shares Has the meaning given in Section 2. Equity Security The same meaning as in the Listing Rules. Explanatory Memorandum The Explanatory Memorandum accompanying the Notice of Meeting. JLM Mandate Means the mandate between the Company and Joint Lead Managers for the provision of lead manager services and bookrunner services in relation to the May Placement. Joint Lead Managers Euroz Hartleys Limited and Sprott Capital Partners LP. 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, 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. LR7.1 Ratification Shares Means the 148,190,533 Shares, the subject of Resolution 1. LR7.1A Ratification Shares Means the 101,479,340 Shares, the subject of Resolution 2. Notice of Meeting The notice convening the General Meeting, which accompanies this Explanatory Memorandum. May Placement Has the meaning given in Section 1. May Placement Shares Has the meaning given in Section 1. May Placement Participants Has the meaning given in Section 1. Meeting or General Meeting The General Meeting of Predictive called by the Notice of Meeting. Option Means an option to acquire a share Performance Rights means a right to be issued a Share, subject to the satisfaction or waiver of specified vesting conditions. Plan Means the Company’s Employee Securities Incentive Plan as adopted by Shareholders on 14 May 2021. Related Party Participants Has the meaning given in Section 2. Resolution Resolution in the Notice of Meeting. Schedule Means a schedule to the Notice. Security Means a security in the capital of the Company Share, Option, Performance Right or other Convertible Security. Section Means a section of the Explanatory Memorandum. Share Means a share in the capital of the Company. Shareholder The registered holder of a Share. Tranche 1 Placement Shares Has the meaning given in Section 1. Tranche 2 Placement Shares Has the meaning given in Section 4.

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Schedule 2 – Terms and Conditions of Broker Options

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.14 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) three years from the date of issue ( 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 prior to the Expiry Date ( Exercise Period ), after which the Options will lapse.

(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 15 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 paragraph (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 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 Option holder 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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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 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Predictive Discovery Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy 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 General Meeting of the Company to be held at 10:00am (WST) on Friday, 9 July 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting is being held virtually via a web-based meeting portal. See the Company’s Notice of General Meeting for full details. 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 * For Against Abstain * 1 Ratification of prior LR7.1 issue of 5 Approval of issue of Broker shares (May Placement) Options 2 Ratification of prior LR7.1A issue of 6 Approval to issue second tranche shares (May Placement) of May Placement Shares

• 6 Approval to issue second tranche of May Placement Shares

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• 3 Approval for issue of shares to Paul Roberts (May Placement)

• 4 Approval for issue of shares to Steven Michael (May Placement)

• • 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 PRX2102A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Wednesday, 7 July 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.

APPOINTMENT OF PROXY

Proxy Forms may be lodged:

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.

• 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).

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.

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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VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au boxes opposite each item of business. All your shares will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. 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. BY MAIL APPOINTMENT OF A SECOND PROXY  Predictive Discovery Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your  BY HAND votes. Fractions of votes will be disregarded; and (b) return both forms together. 1A Homebush Bay Drive Rhodes NSW 2138 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. 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.

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

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

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COMMUNICATION PREFERENCE

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.

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).

CORPORATE REPRESENTATIVES

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

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.