PREDICTIVE DISCOVERY LIMITED — Proxy Solicitation & Information Statement 2022

Feb 3, 2022

PREDICTIVE DISCOVERY LIMITED ACN 127 171 877

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

Date of Meeting: Wednesday, 9 March 2022

Time of Meeting: 4pm (WST)

Place of Meeting: Virtual, via a web-based meeting portal as well as in-person at: Suite 9, 110 Hay Street SUBIACO WA 6008

This Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their independent professional advisers prior to voting.

SEE OVERLEAF FOR IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

Due to the current restrictions in place as a result of the COVID-19 pandemic, this meeting will be held as a hybrid meeting (virtually and in-person).

Shareholders are strongly encouraged to either vote via proxy prior to the Meeting or appoint the Chair as their proxy.

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

The Company will hold the Meeting both as a virtual meeting via a web-based meeting portal as well an inperson meeting at Suite 9, 110 Hay Street, Subiaco WA 6008.

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.

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either at the Meeting by poll during the Meeting electronically or prior to the Meeting by appointing a proxy. Further details of the voting methods open to Shareholders are set out in detail below.

Shareholders are strongly encouraged to either vote prior to the Meeting or to appoint the Chair as their proxy.

The Board will continue to monitor the Covid-19 situation closely and details of any alternative arrangements for the Meeting will be issued to Shareholders electronically by no later than 10 days prior to the date of the Meeting or at shorter notice, depending on the circumstances.

The Company is aware that, at present, there are significant delays in the Australian postal system due to COVID-19, which may adversely affect both the receipt and return of voting forms by Shareholders. In accordance with recent amendments to the Corporations Act pursuant to the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be dispatching physical copies of the Notice of General Meeting and Explanatory Statement to all Shareholders. Instead, these documents will be emailed to all Shareholders who have provided an email address to the Company's share registrar and are otherwise available on the ASX company announcements platform at www.asx.com.au under the ASX code of "PDI". Only Shareholders who have made an election to receive physical copies of meeting materials in accordance with section 253RB of the Corporations Act will be provided with a physical copy.

Shareholders who wish to attend the Meeting virtually must first register their attendance with the Company by no later than 4pm (WST) on 8 March 2022, the day prior to the day of the Meeting, by email to the Company Secretary at ian.hobson@predictivediscovery.com, including the Shareholder's name, address and HIN or SRN. The Company will then email the Shareholder the details to participate in the virtual Meeting via zoom (a web-based meeting portal).

Shareholders are encouraged to submit any questions that they may wish to put to the Company during the Meeting in writing by email to the Company Secretary at ian.hobson@predictivediscovery.com, by no later than 4pm (WST) on 8 March 2022, the day prior to the Meeting. Shareholders will also be able to ask questions during the Meeting using the web-based meeting portal, and Shareholders will be required to give their names when asking a question.

Enquiries

Shareholders are requested to contact the Company Secretary on +61 8 9388 8290 if they have any queries in respect of the matters set out in this Notice of General Meeting or the Explanatory Statement.

Voting Eligibility

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm (AEDT) on 7 March 2022.

Voting by poll

All votes taken at the Meeting will be conducted by way of a poll, taken both physically at the Meeting and electronically. Shareholders who wish to vote by poll during the virtual Meeting must first notify the Company of their intention by emailing the Company Secretary at ian.hobson@predictivediscovery.com, by no later than 4pm (WST) on 8 March 2022, the day prior to the Meeting. Shareholders will be able to submit their email poll votes immediately after the Chair calls for a vote on each Resolution and up to a period of one hour after the Meeting ends. This means that the outcome of each Resolution will not be able to be determined until after the conclusion of the Meeting to allow the company secretary sufficient time to count such poll votes submitted by email.

Voting by proxy

Shareholders should note that:

• 1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• 1. a proxy need not be a member of the Company; and
• 1. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. To be valid, the proxy form (and any power of attorney under which it is signed) must be completed and returned by the time and in accordance with the instructions set out in the proxy form. Any proxy form received after that time will not be valid for the scheduled Meeting.

Subject to any voting restrictions set out in a voting exclusion statement in respect of the Resolutions, the Chair will vote undirected proxies on, and in favour of, each Resolution.

Corporate representatives

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative must, prior to the Meeting, provide evidence of his or her appointment, to the Company Secretary by email at ian.hobson@predictivediscovery.com by no later than 4pm (WST) on 8 March 2022, the day prior to the Meeting, noting whether the representative intends to attend the Meeting physically or virtually including any authority under which the appointment is signed, unless it has previously been given to the Company. Representatives who wish to vote by poll during the virtual Meeting must first notify the company secretary in accordance with the instructions set out above under 'voting by poll'.

PREDICTIVE DISCOVERY LIMITED ACN 127 171 877

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the shareholders of Predictive Discovery Limited (Company) will be held both as a virtual meeting via a web-based meeting portal as well an in-person meeting at Suite 9, 110 Hay Street, Subiaco WA 6008 at 4pm (WST) on Wednesday, 9 March 2022 (Meeting).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 7 March 2022 at 7pm (AEDT). Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1.

AGENDA

SPECIAL BUSINESS

1) Resolution 1 – Replacement of Constitution

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

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes, with effect from the close of the Meeting."

ORDINARY BUSINESS

2) Resolution 2 – Proposed Issue of Remuneration Options to Director – Andrew Pardey

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

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to issue:

• a) 2,650,000 Zero Exercise Price Options (ZEPOS); and
• b) 1,000,000 Options,

in each case under the Company's 2021 Employee Securities Incentive Plan to Mr Andrew Pardey or his nominee, on the terms and conditions set out in the Explanatory Statement." Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Andrew Pardey or any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme, 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.

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 2 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 2 Excluded Party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 2.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

3) Resolution 3 – Proposed Issue of Remuneration Options to Director – Paul Roberts

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

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to issue:

• a) 1,700,000 Zero Exercise Price Options (ZEPOS); and
• b) 700,000 Options,

in each case under the Company's 2021 Employee Securities Incentive Plan to Mr Paul Roberts or his nominee, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Paul Roberts or any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme, 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.

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 3 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 3 Excluded Party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 3.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

4) Resolution 4 – Proposed Issue of Remuneration Options to Director – Simon Jackson

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

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to issue:

• a) 1,100,000 Zero Exercise Price Options (ZEPOS); and
• b) 5,000,000 Options,

in each case under the Company's 2021 Employee Securities Incentive Plan to Mr Simon Jackson or his nominee, on the terms and conditions set out in the Explanatory Statement." Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Simon Jackson or any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme 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.

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 4 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 4 Excluded Party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 4.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

5) Resolution 5 – Proposed Issue of Remuneration Options to Director – Steven Michael

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

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to issue 700,000 Zero Exercise Price Options (ZEPOS) under the Company's 2021 Employee Securities Incentive Plan to Mr Steven Michael or his nominee, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Steven Michael or any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme 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.

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on Resolution 5.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

BY ORDER OF THE BOARD

Simon Jackson Chairman

27 January 2022

PREDICTIVE DISCOVERY LIMITED ACN 127 171 877

EXPLANATORY STATEMENT

1) Introduction

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 4pm (WST) on Wednesday, 9 March 2022 both as a virtual meeting via a web-based meeting portal as well an in-person meeting at Suite 9, 110 Hay Street, Subiaco WA 6008(Meeting).

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

2) Resolution 1 – Replacement of Constitution

2.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 1 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted in or about November 2011.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• (a) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and
• (b) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9388-8290). Shareholders are invited to contact the Company if they have any queries or concerns.

2.1 Amendments

(a) Restricted Securities (article 2.7)

ASX introduced a number of changes to the escrow regime in the Listing Rules in December 2019 to make aspects of the listing process and ongoing compliance with the Listing Rules more efficient for issuers and for ASX.

Amongst these, ASX introduced a two-tier escrow regime where ASX can and will require certain more significant holders of Restricted Securities (as defined by the Listing Rules) and their controllers to execute a formal escrow agreement in the form of Appendix 9A, as is currently the case. However, for less significant holdings, ASX will instead permit entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holder of Restricted Securities and to simply give a notice to the holder of Restricted Securities in the form of a new Appendix 9C advising them of those restrictions.

Under article 2.7 of the Proposed Constitution, holders of Restricted Securities will be taken to have agreed in writing that those Securities are to be kept on the Company'sissuer sponsored sub-register and are to have a holding lock applied for the duration of the applicable escrow period. Holders of Restricted Securities will also not be entitled to participate in any return of capital on those Securities during the applicable escrow period, except as permitted by the Listing Rules or ASX.

(b) General meetings (article 5)

The Proposed Constitution more clearly articulates the Company's ability to hold meetings virtually or physically, or using a hybrid structure.

(c) Dividends (article 13)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test (included in clause 29.3 of the current Constitution) that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

• (i) the company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
• (ii) the payment of the dividend is fair and reasonable to the company's shareholders as a whole; and
• (iii) the payment of the dividend does not materially prejudice the company's ability to pay its creditors.

The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

(d) Fee for registration of off-market transfers (article 4.4)

On 24 January 2011, ASX amended Listing Rule 8.14 with the effect that the Company may now charge a 'reasonable fee' for registering paper-based transfers, sometimes referred to 'off-market transfers'.

Article 4.4 of the Proposed Constitution enables the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

(e) Deemed notice to uncontactable Shareholders (article 14.5)

Article 14.5 provides that a document will be deemed to have been served to a Shareholder if the document is exhibited in the registered office of the Company for 48 hours in the event that:

• (i) a Shareholder does not have an address in the register of Shareholders, and has not nominated an alternative address; or
• (ii) the Company reasonable believes that a Shareholder is not known at the Shareholder's address in the register of Shareholders or any alterative address provided.

(f) Maximum number of Directors

The existing Constitution stipulates that the number of Directors must be not less than the number required by the Corporations Act, or more than the number from time to time resolved by the Directors provided that such number does not exceed 10.

The Proposed Constitution provides that unless otherwise determined by the Company in general meeting, the number of Directors is to be not less than 3. The Proposed Constitution therefore provides for no maximum number of Directors, subject to the applicable provisions in the Corporations Act. This is a more common provision in current constitutions.

(g) Partial (proportional) takeover provisions (article 4.9 and schedule 5)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

2.1 Information required by section 648G of the Corporations Act

(a) Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

(b) Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(c) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(d) Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
• (ii) assisting in preventing Shareholders from being locked in as a minority;
• (iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

(iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (i) proportional takeover bids may be discouraged;
• (ii) lost opportunity to sell a portion of their Shares at a premium; and
• (iii) the likelihood of a proportional takeover bid succeeding may be reduced.

(e) Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 1.

2.2 Board recommendation

Resolution 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board unanimously recommends that shareholders vote in favour of this special resolution.

3) Resolutions 2-5 – Proposed Issue of Remuneration Options to Directors

3.1 Background

Resolutions 2 to 5 propose the grant and issue of 6,150,000 Zero Exercise Price Options (ZEPOS) and 6,700,000 Options (together the Remuneration Options) to the Directors; namely Andrew Pardey, Paul Roberts, Simon Jackson and Steven Michael as follows:

		ZEPOS	Options
Name	No. ZEPOsZEPO Terms		No. Options	Option Terms
Andrew Pardey	2,650,000	See Schedule 3	1,000,0001	See Schedule 5
Paul Roberts1,700,000		See Schedule 3	700,0001	See Schedule 5
Simon Jackson	1,100,000	See Schedule 4	5,000,0002	See Schedule 6
Steven Michael	700,000		-	N/A
Total	6,150,000		6,700,000

The exercise price of the Options is proposed to be $0.3476 for Andrew Pardey and Paul Roberts based on a 43% premium to the 5 day VWAP as at 31 December 2021 and $0.2776 for Simon Jackson based on a 43% premium to the 5 day VWAP prior to the date of his appointment as a director on 20 October 2021 (see ASX release 4 January 2022).

The purpose of the issues is to align the interest of the Directors with those of the Company and its shareholders with the Remuneration Options all having a performance and/orservice condition attached. The Board believes that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company's operations. It is therefore important that the Company is able to attract and retain people of the highest calibre, including at a Board level.

The Board considers that the most appropriate means of achieving this is to provide Directors with an opportunity to participate in the Company's future growth and give them an incentive to contribute to that growth.

The Company has considered the guidelines in the ASX Corporate Governance Principles and Recommendations for non-executive director remuneration which notes that whilst it is generally acceptable for non-executive directors to receive securities as part of their remuneration to align their interests with the interests of other shareholders, generally they should not receive options with performance hurdles as it may lead to bias in their decision making and compromise objectivity. Therefore, the proposed issue of Remuneration Options to non-executive directors Mr Jackson and Mr Michael have service conditions only so as not to impact their independent decision making and objectivity. Performance hurdles and service conditions apply to executive directors Mr Pardey and Mr Roberts, as detailed herein as they more closely align their interests with that of other Shareholders in creating Shareholder value.

An issue of Remuneration Options as part of the remuneration packages of company directors is a wellestablished practice of publicly listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding the directors.

In determining the number of Remuneration Options proposed to be issued and the terms, consideration was given to the relevant experience and role of each of the Directors, their respective overall remuneration terms and the market price of the Company's shares.

The Directors decline to make a recommendation due to them all having an interest in the outcome of Resolutions 2 to 5. The Chair intends to vote undirected proxies in favour of Resolutions 2 to 5, subject to the voting prohibition statements applicable to the Resolutions. If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement applicable to a Resolution, the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.

3.1 Corporations Act and Listing Rules

Corporations Act

Chapter 2E of the Corporations Act also requires shareholder approval where a public company seeks to give a "financial benefit" to a "related party" (unless an exception applies). A "related party" for the purposes of the Corporations Act is defined widely. It includes a director of a public company and specified members of the director's family. It also includes an entity over which a director maintains control.

The Directors are considered to be related parties within the meaning of the Corporations Act, and the grant of the Remuneration Options will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act.

As the Remuneration Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Remuneration Options. Accordingly, Shareholder approval for the issue of Remuneration Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

Listing Rules

Listing Rule 10.14 requires that a listed company must not issue equity securities under an employee incentive scheme to:

• a director of the company
• an associate of a director of the company; or
• a person whose relationship with the company, director of the company or an associate of a director of the company is such that, in ASX's opinion, the issue should be approved by its shareholders,

without shareholder approval.

Resolutions 2-5 seek the required Shareholder approval to the issue of the Remuneration Options to the Directors under and for the purposes of Listing Rule 10.14.

If Resolutions 2-5 are approved, the grant of the Remuneration Options to the Directors will not be included in calculating the Company's capacity to issue equity securities equivalent to 15% of the Company's ordinary securities, under Listing Rule 7.1.

If Shareholders do not approve Resolutions 2 to 5, the proposed grant will not proceed. In that circumstance, issues may arise with the competitiveness of those Directors' remuneration packages. The Board would then need to consider alternative remuneration arrangements, including potential providing an equivalent cash incentive.

8.3 Chapter 2E Corporations Act Requirements

In accordance with section 219 of the Corporations Act the following information is provided to shareholders to allow them to assess whether or not it is in the Company's interests to pass Resolutions 2 to 5.

• (a) The proposed recipients are the related parties to whom the proposed resolutions would permit a financial benefit to be given. They are related parties of the Company by virtue of Section 228 of the Corporations Act (ie they are Directors).
• (b) The nature of the financial benefit to be given to the related parties is the issue of the Remuneration Options for no consideration on the terms and conditions set out in Schedules 3 to 5.

On the basis of the indicative value as calculated below and detailed in Schedule 7, the value of the Remuneration Options proposed to be issued to the related parties is summarised as follows:

		ZEPOS		OPTIONS
Name	No. ZEPOs	ZEPO Terms	IndicativeValue ofZEPOS ($)	No.Options	Option Terms	IndicativeValue ofOptions ($)
AndrewPardey	2,650,000	See Schedule 3	$675,750	1,000,0001	See Schedule 5	$145,172
Paul Roberts	1,700,000	See Schedule 3	$433,500	700,0001	See Schedule 5	$101,620
Simon Jackson	1,100,000	See Schedule 4	$280,500	5,000,000 2	See Schedule 6	$742,718
StevenMichael	700,000	See Schedule 4	$178,500	-	N/A	-
Total	6,150,000		$1,568,250	6,700,000		$989,510

1. Options exercisable at $0.3476 and expiring 28 February 2025

2. Options exercisable at $0.2776 and expiring 19 October 2024

3. ZEPOS expiring up to 60 months from date of issue

The relevant base salaries per annum (including superannuation) of the Directors and the total financial benefit to be received by them for the year ended 30 June 2022, when added to the implied "value" to be received by each of them as a result of the issue of options that are the subject of Resolutions 2 to 5 are as follows:

Director	Position	AnnualRemuneration(incl Super.)$	Total Value ofOptions andZEPOS to beIssued$	Total FinancialBenefit$
Andrew Pardey	Managing Director	$400,000	$820,922	$1,065,922
Paul Roberts	Technical Director	$325,000	$535,120	$860,120
Simon Jackson	Chairman (appointed 19October 2021)	$85,000	$1,023,218	$1,108,218
Steven Michael	Non-Executive Director	$65,000	$178,500	$231,000

• (c) The Board declines to make a recommendation to Shareholders in relation to Resolutions 2 to 5 due to each of their material personal interests in the outcome of the Resolutions (as applicable) on the basis that they are to be granted securities in the Company should Resolutions 2 to 5 be passed.
• (d) All of the Directors have an interest in the outcome of proposed Resolutions 2 to 5. Details of the benefits and costs to the Company are contained herein.
• (e) Excluding any securities proposed to be allotted to the related parties pursuant to Resolutions 2 to 5, the Directors and their associates have a relevant interest in the securities of the Company as set out below:

Name		Shares	Options
	Direct	Indirect	Direct	Indirect
Andrew Pardey	Nil	Nil	3,500,0001	Nil
Paul Roberts	Nil	6,349,171	Nil	12,500,0001
Simon Jackson	Nil	Nil	Nil	Nil
Steven Michael	Nil	366,080	2,500,0002	Nil

Notes:

• 1. Unlisted options exercisable at 9.86 cents each, expiring 5 May 2023
• 1. Unlisted options exercisable at 1.1 cents each, expiring 5 May 2023
• (f) ASX sets out best practice recommendations for ASX-listed companies, including a suggestion that non-executive directors should not receive options or bonus payments. These guidelines are not prescriptive and do not require a "one size fits all" approach to corporate governance. In the Board's view, the guideline is inappropriate considering the Company's circumstances, where the preservation of the Company's cash resources is key and the retention of high quality and wellcredentialled non-executive directors is considered important to the ongoing development and growth of the Company and its business.

There is no other information known to the Directors or the Company that is reasonably required by Shareholders to make a decision whether or not it is in the Company's interests to pass Resolutions 2 to 5, other than as set out throughout this Explanatory Statement (including the current entitlements of the Directors to securities of the Company). The Directors believe that the Options proposed to be issued to the Directors are a cost-effective benefit for small companies that seek to conserve cash reserves. They also provide an incentive that ultimately benefits both shareholders and the optionholders given that their vesting and exercise is linked to the market value of the underlying Shares.

Potential Benefits

If the Remuneration Options are issued pursuant to the proposed resolutions, the Company considers the following benefits arise:

• The Directors will have a vested interest in the affairs of the Company. The Remuneration Options are a form of performance-based and tenure-based incentives and their "vesting" is linked to the achievement of critical milestones and tenure as a director. An increase in the market price of Shares to achieve the relevant milestones will also benefit all Shareholders.
• The issue of options is a non-cash form of remuneration, thus conserving liquid funds.
• The exercise of the Remuneration Options will provide working capital for the Company at no significant cost. If all the Remuneration Options proposed to be issued pursuant to Resolutions 2 to 5 are ultimately exercised, funds will be raised, though the exact amount will not be determinable until the date of the Meeting and the operation of the cashless exercise facility as part of the terms and conditions of the ESIP (as set out in Schedule 2).
• At an exercise price of 34.76 cents and no use of the cashless exercise facility, an amount of $590,920 would be raised from exercise of 1,700,000 Options proposed to be issued to Andrew Pardey and Paul Roberts.
• At an exercise price of 27.76 cents and no use of the cashless exercise facility, an amount of $1,388,000 would be raised from exercise of 5,000,000 Options proposed to be issued to Simon Jackson.

Dilution Effect and Potential Costs

The potential cost to the Company of the issue of an aggregate of 12,850,000 Remuneration Options pursuant to Resolutions 2 to 5 is that there will be a dilution of the issued share capital if the Options are exercised. Based on 1,365,329,600 Shares currently on issue the exercise of the proposed Remuneration Options would have a dilution effect of approximately 0.94% of non-associated Shareholders' interest in the Company.

However, if the other existing Options on issue held by third parties were also to be exercised into Shares, the dilution effect would be 0.85%. The Company has the following Options on issue (as at the date of the Notice):

Description	Number of Options
Exercisable at $0.018 and expiring 24 December 2022	77,878,026
Exercisable at $0.18 and expiring 30 June 2023	7,500,000
Exercisable at $0.0986 and expiring 5 May 2023	39,995,741
Exercisable at $0.011 and expiring 5 May 2023	2,500,000
Exercisable at $0.112 and expiring 21 December 2023	8,000,000
Exercisable at $0.0986 and expiring 26/5/2024	3,500,000

Exercisable at $0.291 and expiring 5/11/2024	2,500,000
Total	141,873,767

The Directors do not consider that there are any opportunity costs to the Company or benefits foregone by the Company in respect of the proposed issue of the Remuneration Options other than, if the Remuneration Options are exercised at a time when the market price of the Shares is greater than the exercise price of the Remuneration Options, there will be detriment insofar as the Company will be required to issue shares at a price lower than it might otherwise have been able to, with the result that less funds will be raised.

The market price for Shares during the term of the Remuneration Options would normally determine whether or not the Remuneration Options are exercised. If, at the time any of the Remuneration Options are exercised, the Shares are trading on ASX at a price that is higher than the exercise price of the Remuneration Options, there may be a perceived cost to the Company.

In the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on ASX are as set out below:

	Date	Price
Low	2 March 2021	5.5 cents
High	13 January 2022	29.5 cents
Last Price	27 January 2022	21.5 cents

The value of Remuneration Options to be issued has been calculated internally by management. The calculation together with the assumptions are set out in Schedule 6.

Further details of the terms and conditions of the Remuneration Options to be issued are outlined above and set out in Schedules 3 - 6. See Schedule 2 for summary details of the Plan under which the Remuneration Options will be issued.

8.4 Specific Information Required by Listing Rule 10.15

In accordance with Listing Rule 10.15 the following information is provided in relation to Resolutions 2-5:

(a) The proposed recipients of the Remuneration Options are Andrew Pardey, Paul Roberts, Simon Jackson and Steven Michael or their respective nominees.

(b) The proposed issue of the Remuneration Options falls within Listing Rule 10.14.1 or 10.14.2, as the proposed recipients are Directors (and/or his nominees).

(c) The number and class of securities proposed to be issued is:

Director	ZEPOs	Options
Andrew Pardey	2,650,000	1,000,0001
Paul Roberts	1,700,000	700,0001
Simon Jackson	1,100,000	5,000,0002
Steven Michael	700,000	-
Total	6,150,000	6,700,000
1.Options exercisable at $0.3476 and expiring 28 February 2025

1. Options exercisable at $0.2776 and expiring 19 October 2024

No previous Options have been issued to these parties under the Plan.

Director	Position	AnnualRemuneration(incl Super.)$	Total Value ofOptions to beIssued$	Total FinancialBenefit$
Andrew Pardey	Managing Director	$400,000	$820,922	$1,065,922
Paul Roberts	Technical Director	$325,000	$535,120	$860,120
Simon Jackson	Chairman	$85,000	$1,023,218	$1,108,218
Steven Michael	Non-Executive Director	$65,000	$178,500	$231,000

(d) The current total remuneration package for the recipients is outlined in the table below:

(e) The full terms and conditions of the Remuneration Options to be issued are set out in Schedules 3 - 6. A summary of the milestone events and timeframes for achievement are as follows.

The ZEPOS proposed to be issued to Andrew Pardey and Paul Roberts (see Schedule 3) vest provided both the following service condition and milestone events are achieved within the timeframe provided as follows:

% ZEPOSVesting	PerformanceMilestone*	Offeree Service Period**Performance Milestone to beachieved within	ZEPO expiry date
25%	1	12 months from date of issueof ZEPOS	36 months from date ofissue of ZEPOS
25%	2	24 months from date of issueof ZEPOS	48 months from date ofissue of ZEPOS
50%	3	36 months from date of issueof ZEPOS	60 months from date ofissue of ZEPOS

*Performance Milestones and weighting:

Performance Milestone	Performance Milestone Description	Weight
1	Announcement of an updated Mineral Resource estimate of at	50%
	least 6 million ounces of gold at a minimum cut-off grade of
	0.5g/t at the Bankan Gold Project.
	Board approval of a health, safety and environmental	50%
	management plan prepared in consultation with suitably
	qualified and independent third party consultants.
2	Announcement of an Ore Reserve for the Bankan Gold Project of	37.5%
	at least 3 million ounces of gold at a minimum cut-off grade of
	0.5g/t at the Bankan Gold Project.
	Announcement of a Positive PFS for the Bankan Gold Project.	37.5%
	Achievement of the following specified health, safety and	25%
	environmental milestones for the period between 1 January
	2022 and 31 December 2022

	•Total Recordable Injuries Frequency Rate (TRIFR) forCompany staff of <2.94•Zero reportable environmental incidents (includingspills, loss of containment, etc.)•Zero community or landowner incidents resulting inthe permanent loss of land access on a materialprivate property or the immediate halting of alloperations on any site
	100% allocation if no breach
	67% allocation if one breach
	33% allocation if two breaches
3	0% allocation if more than two breachesAnnouncement of a Positive BFS for the Bankan Gold Project.	37.5%
	Announcement of the issue of an Exploitation Permit by the	37.5%
	Guinea Ministry of Mines and Geology for the Bankan Gold
	Project.
	Achievement of the following specified health, safety andenvironmental milestones for the period between 1 January2023 and 31 December 2023•An improvement of at least 10% in the TotalRecordable Injuries Frequency Rate (TRIFR) for the2023 calendar year (in comparison to the 2022calendar year)•Zero reportable environmental incidents (includingspills, loss of containment, etc.)•Zero community or landowner incidents resulting inthe permanent loss of land access on a materialprivate property or the immediate halting of alloperations on any site	25%
	100% allocation if no breach67% allocation if one breach33% allocation if two breaches0% allocation if more than two breaches

**The Offeree must remain a director of the Company for the entire period

Where the following definitions apply:

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition).

Mineral Resource means a mineral resource of at least the Inferred category as defined by the JORC Code.

Ore Reserve means an ore reserve of at least the Probable Inferred category as defined by the JORC Code. Positive BFS means a feasibility study (as defined in accordance with clause 49 of the JORC Code) indicating a positive net present value for the Bankan Gold Project (with market-based input assumptions).

Positive PFS means a pre-feasibility study (as defined in accordance with clause 39 of the JORC Code) indicating a positive net present value for the Bankan Gold Project (with market-based input assumptions).

Recordable Injuries means injuries which are reported and recorded in accordance with the Company's health, safety and environmental management plan.

Total Recordable Injuries Frequency Rate (TRIFR) is defined as the number of Recordable Injuries per 1 million hours worked (calculated by dividing the total number of Total Recordable Injuries by the hours worked at the Company and then multiplied by 1 million).

The ZEPOS proposed to be issued to Simon Jackson and Steven Michael (see Schedule 4) vest provided the following service conditions are achieved within the timeframe provided as follows:

% ZEPOS Vesting	Offeree Service Period*	ZEPO expiry date
25%	12 months from date of issue of ZEPOS	36 months from date of issue of ZEPOS
25%	24 months from date of issue of ZEPOS	48 months from date of issue of ZEPOS
50%	36 months from date of issue of ZEPOS	60 months from date of issue of ZEPOS

*The Offeree must remain a director of the Company

The Options that are proposed to be issued to Andrew Pardey and Paul Roberts (see Schedule 5) are subject to the following vesting conditions:

• a. 25% vest 12 months from date of issue of the Options provided the Offeree remains a Director of the Company at the vesting date;
• b. 25% vest 24 months from date of issue of the Options provided the Offeree remains a Director of the Company at the vesting date;
• c. 50% vest 36 months from date of issue of the Options provided the Offeree remains a Director of the Company at the vesting date;

The Options that are proposed to be issued to Simon Jackson (see Schedule 6) vest 12 months from date of issue provided Mr Jackson remains a Director of the Company for 12 months from issue of the Options.

A detailed discussion on why this type of security is being used is outlined above.

(f) The Plan was approved by Shareholders at a general meeting held on 14 May 2021. No securities have been issued under the Plan to the recipients to date.

(g) The terms and conditions of the Remuneration Options are set out in Schedules 3 - 6.

(h) On the basis of the indicative value as calculated below and detailed in Schedule 7, the value of the Remuneration Options proposed to be issued to the related parties is summarised as follows:

		ZEPOS		OPTIONS
Name	No. ZEPOs	ZEPO Terms	IndicativeValue ofZEPOS ($)	No.Options	Option Terms	IndicativeValue ofOptions ($)
AndrewPardey	2,650,000	See Schedule 3	$675,750	1,000,0001	See Schedule 5	$145,172
Paul Roberts	1,700,000	See Schedule 3	$433,500	700,0001	See Schedule 5	$101,620
Simon Jackson	1,100,000	See Schedule 4	$280,500	5,000,000 2	See Schedule 6	$742,718
StevenMichael	700,000	See Schedule 4	$178,500	-	N/A	-
Total	6,150,000		$1,568,250	6,700,000		$989,510

1. Options exercisable at $0.3476 and expiring 28 February 2025

2. Options exercisable at $0.2776 and expiring 19 October 2024

3. ZEPOS expiring up to 60 months from date of issue

(h) The Remuneration Options will be issued within three years after the date of the Meeting.

(i) The Options and ZEPOS are to be issued for nil cash consideration and will therefore have an issue price of nil, as they are being issued as part of the Directors' remuneration packages.

(j) See Schedule 2 for summary details of the Plan.

(k) No loans will be made in connection with the issue of the Options and ZEPOS.

(l) Details of any securities issued under the Plan will be published in the Company's annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Additional persons covered by Listing Rule 10.14 who become entitled to participate in an issued of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate under approval is obtain under that rule.

(l) A voting exclusion statement is included in the Notice.

Schedule 1 - Definitions

In this Notice and the Explanatory Statement:

$ means Australian Dollars.

AEDST means Australian Eastern Daylight Saving Time.

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

Board means the board of Directors.

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

Closely Related Party means:

(a) a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

Company means Predictive Discovery Limited (ACN 127 171 877).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

ESIP means the Company's Employee Securities Incentive Plan with the key terms summarised in Schedule 2.

Explanatory Statement means the explanatory statement attached to the Notice.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option to acquire a Share.

Plan means Predictive Discovery Limited 2021 Employee Securities Incentive Plan (ESIP) approved by Shareholders on 14 May 2021.

Proxy Form means the proxy form attached to the Notice.

Remuneration Options means the ZEPOS and the Options on the terms set out in Schedules 3, 4 and 5.

Resolution means a resolution contained in the Notice.

Restricted Securities has the meaning given in the Listing Rules.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Statement.

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

Shareholder means a shareholder of the Company.

VWAP means volume weighted average price of Shares traded on ASX.

WST means Western Standard Time.

ZEPOS means the zero exercise price Options on the terms set out in Schedule 3.

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

SCHEDULE 2 – Summary of Terms and Conditions of Employee Securities Incentive Plan

The key terms of the Employee Securities Incentive Plan (ESIP) are as follows:

Eligible Participant Is a person that:

• (a) is an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate; and
• (b) has been determined by the Board to be eligible to participate in the Plan from time to time.

Invitation

• (a) Following determination that an Eligible Participant may participate in the Plan, the Board may at any time and from time to time make an Invitation to that Eligible Participant.
• (b) An Invitation to an Eligible Participant to apply for Securities may be made on such terms and conditions as the Board decides from time to time, including as to:
  • (i) the number of Securities for which that Eligible Participant may apply;
  • (ii) the Grant Date;
  • (iii) the amount payable (if any) for the grant of each Security or how such amount is calculated;
  • (iv) the Exercise Price (if any);
  • (v) the Vesting Conditions (if any);
  • (vi) disposal restrictions attaching to the Plan Shares (if any);
  • (vii) whether cashless exercise of the Securities is permitted under clause 7.2;
  • (viii) the method by which Shares will be delivered to the Participant under clause 8 after the valid exercise of the Convertible Security (if relevant); and
  • (ix) any other supplementary terms and conditions.

Restriction of dealing

Unless determined otherwise by the Board in its absolute discretion, or the relevant dealing is effected by force of law on death or legal incapacity to the Participant's legal personal representative, a Participant may not sell, assign, transfer, grant a Security Interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. The Convertible Security is forfeited immediately on purported sale, assignment, transfer, dealing or grant of a Security Interest other than in accordance with these Rules.

Prohibition on hedging

A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. For the avoidance of doubt, a Participant includes any contractor or consultant to a member of the Group.

Register of Convertible Securities

Each Convertible Security granted under these Rules will be registered in the appropriate register of the Company.

Listing

Unless determined otherwise by the Board in its absolute discretion, a Convertible Security granted under the Plan will not be quoted on the ASX or any other recognised exchange.

Vesting

A Convertible Security will vest when a Vesting Notice in respect of that Convertible Security is given to the Participant.

Waiver of Vesting Condition

A Vesting Condition for a Convertible Security may, subject to Applicable Laws, be waived by the Board by written notice to the relevant Participant and on such terms and conditions as determined by the Board and set out in that notice.

Exercise of Convertible Securities

• (c) A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with clause 6, or such earlier date on which the Participant is entitled to exercise that Convertible Security in accordance with these Rules.
• (d) To exercise a Convertible Security, the Participant must:
  • (i) deliver a signed Notice of Exercise; and
  • (ii) subject to the cashless exercise facility described below, pay the Exercise Price (if any) to or as directed by the Company,

at any time prior to the earlier of:

• (iii) any date specified in the Vesting Notice; and
• (iv) the Expiry Date.

For the avoidance of doubt and subject to the cashless exercise facility described below, the total Exercise Price payable by the Participant on exercise of their Convertible Securities is the Exercise Price multiplied by the number of Convertible Securities being exercised by that Participant, rounded up to the nearest cent.

(e) If the Participant does not deliver a signed Notice of Exercise and (subject to the cashless exercise facility described below) pay the Exercise Price to or as directed by the Company in relation to a Convertible Security by the requisite date, that Convertible Security will automatically be forfeited.

Cashless exercise of Convertible Securities

At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the Exercise Price for the number of Convertible Securities specified in a Notice of Exercise but that on exercise of those Convertible Securities the Company will transfer or allot to the Participant that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Convertible Securities (with the number of Shares rounded down to the nearest whole Share).

Forfeiture of Convertible Securities

Leaver

Where a Participant who holds Convertible Securities becomes a Leaver, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Fraudulent or dishonest actions

Where the Board determines that a Participant has:

(a) acted fraudulently or dishonestly; or

• (b) acted negligently; or
• (c) acted in contravention of a Group policy, including but not limited to the any one or more of the following:
  • (i) anti-bribery and anti-corruption policy;
  • (ii) board charter;
  • (iii) continuous disclosure policy;
  • (iv) code of conduct;
  • (v) securities trading policy, and in particular, where a Participant engages in trading during a blackout period or otherwise trades in a manner that may contravene the insider trading provisions in the Corporations Act;
  • (vi) social media policy; and
  • (vii) statement of values; or
• (d) wilfully breached his or her duties to the Group, including but not limited to breaching a material term of an employment, executive services or consultancy agreement (or equivalent),

the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Failure to satisfy Vesting Conditions

Unless otherwise stated in the Invitation or determined by the Board, a Convertible Security which has not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable Vesting Conditions have not been met or cannot be met by the relevant date.

Schedule 3 – Terms and Conditions of ZEPOS - Mr Andrew Pardey and Mr Paul Roberts

The ZEPOS are issued pursuant to the ESIP and on the following terms and conditions:

(a) Entitlement

Each Option (ZEPO) entitles the holder to subscribe for one fully paid ordinary share (Share) in the capital of Predictive Discovery Limited (Company) upon the exercise of each ZEPO.

(b) Exercise price

The exercise price of each ZEPO will be nil (Exercise Price).

(c) Vesting

The ZEPOS vest provided both the following service condition and milestone events are achieved within the timeframe provided as follows:

% ZEPOSVesting	PerformanceMilestone*	Offeree Service Period**Performance Milestone to beachieved within	ZEPO expiry date
25%	1	12 months from date of issue	36 months from date of
		of ZEPOS	issue of ZEPOS
25%	2	24 months from date of issue	48 months from date of
		of ZEPOS	issue of ZEPOS
50%	3	36 months from date of issue	60 months from date of
		of ZEPOS	issue of ZEPOS

*Performance Milestones and weighting:

PerformanceMilestone	Performance Milestone Description	Weight
1	Announcement of an updated Mineral Resource estimate of at least 6million ounces of gold at a minimum cut-off grade of 0.5g/t at the BankanGold Project.	50%
	Board approval of a health, safety and environmental management planprepared in consultation with suitably qualified and independent third partyconsultants.
2	Announcement of an Ore Reserve for the Bankan Gold Project of at least 3million ounces of gold at a minimum cut-off grade of 0.5g/t at the BankanGold Project.	37.5%
	Announcement of a Positive PFS for the Bankan Gold Project.	37.5%
	Achievement of the following specified health, safety and environmentalmilestones for the period between 1 January 2022 and 31 December 2022•Total Recordable Injuries Frequency Rate (TRIFR) for Companystaff of <2.94•Zero reportable environmental incidents (including spills, loss ofcontainment, etc.)•Zero community or landowner incidents resulting in thepermanent loss of land access on a material private property orthe immediate halting of all operations on any site	25%

3	100% allocation if no breach67% allocation if one breach33% allocation if two breaches0% allocation if more than two breachesAnnouncement of a Positive BFS for the Bankan Gold Project.	37.5%
	Announcement of the issue of an Exploitation Permit by the Guinea Ministry	37.5%
	of Mines and Geology for the Bankan Gold Project.
	Achievement of the following specified health, safety and environmentalmilestones for the period between 1 January 2023 and 31 December 2023•An improvement of at least 10% in the Total Recordable InjuriesFrequency Rate (TRIFR) for the 2023 calendar year (in comparisonto the 2022 calendar year)•Zero reportable environmental incidents (including spills, loss ofcontainment, etc.)•Zero community or landowner incidents resulting in thepermanent loss of land access on a material private property orthe immediate halting of all operations on any site	25%
	100% allocation if no breach
	67% allocation if one breach
	33% allocation if two breaches
	0% allocation if more than two breaches

**The Offeree must remain a director of the Company for the entire period

Where the following definitions apply:

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition).

Mineral Resource means a mineral resource of at least the Inferred category as defined by the JORC Code.

Ore Reserve means an ore reserve of at least the Probable Inferred category as defined by the JORC Code. Positive BFS means a feasibility study (as defined in accordance with clause 49 of the JORC Code) indicating a positive net present value for the Bankan Gold Project (with market-based input assumptions).

Positive PFS means a pre-feasibility study (as defined in accordance with clause 39 of the JORC Code) indicating a positive net present value for the Bankan Gold Project (with market-based input assumptions).

Recordable Injuries means injuries which are reported and recorded in accordance with the Company's health, safety and environmental management plan.

Total Recordable Injuries Frequency Rate (TRIFR) is defined as the number of Recordable Injuries per 1 million hours worked (calculated by dividing the total number of Total Recordable Injuries by the hours worked at the Company and then multiplied by 1 million).

In addition, ZEPOs will vest on a Change of Control Event occurring, to the satisfaction of the Board in its absolute discretion.

A Change of Control Event shall be taken to mean:

• (i) the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares and that the takeover bid has become unconditional; or
• (ii) the announcement by the Company that shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled or transferred to a third party and the Court, by order, approves the proposed scheme of arrangement.

(d) Expiry date

The expiry date of each ZEPO is 5.00pm (WST) on the date specified in (c) above.

If the vesting conditions relevant to a ZEPO is not satisfied and/or otherwise waived by the Board before the relevant expiry date, that ZEPO will lapse.

(e) Exercise period

A ZEPOmay only be exercised afterit has vested and thereafter at any time priorto their Expiry Date.

(f) Exercise Notice

A ZEPO may be exercised by notice in writing to the Company (Exercise Notice). Any Exercise Notice of a ZEPOs received by the Company will be deemed to be a notice of the exercise of that ZEPOs as at the date of receipt.

(g) Shares issued on exercise

Shares issued on exercise of the ZEPOs will rank equally with the then issued Shares.

(h) ZEPOs not quoted

The Company will not apply to ASX for quotation of the ZEPOs.

(i) Quotation of Shares on exercise

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

(j) Timing of issue of Shares

• (i) After a ZEPO is validly exercised, the Company must as soon as possible:

  • (A) issue the Share; and
  • (B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the ZEPO.

• (ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.

• (iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:

  • (A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or
  • (B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the ZEPOs and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the ZEPOs. Holders of ZEPOs must exercise their vested ZEPOs prior to the date for determining entitlements to participate in any such issue.

(l) Adjustment for bonus issues of Shares

Ifthe Companymakes abonusissue of Sharesorothersecuritiesto existing Shareholders(otherthan an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a ZEPOs will be increased by the number of Shares which the option holder would have received if the ZEPOs holder had exercised the ZEPOs before the record date for the bonus issue; and
• (ii) no change will be made to the Exercise Price.

(m) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a ZEPOs.

(n) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the ZEPOs holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(o) ZEPOs not transferable

The ZEPOs are not transferable.

(p) Takeovers prohibition

Notwithstanding any other provision of these terms:

• (i) the issue of Shares on exercise of the ZEPOs is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
• (ii) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

(q) Entitlement to dividends

The ZEPOs do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the ZEPOs, without exercising the ZEPOs.

(r) Entitlement to capital return

The ZEPOs do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the ZEPOs without exercising the ZEPOs.

(s) Voting rights

The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.

(t) Plan

The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

(u) Constitution

Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company's Constitution.

The ZEPOs are issued pursuant to the ESIP and on the following terms and conditions:

(a) Entitlement

Each Option (ZEPO) entitles the holder to subscribe for one fully paid ordinary share (Share) in the capital of Predictive Discovery Limited (Company) upon the exercise of each ZEPO.

(b) Exercise price

The exercise price of each ZEPO will be nil (Exercise Price).

(c) Vesting

The ZEPOS vest provided the following service conditions are achieved within the timeframe provided as follows:

% ZEPOS Vesting	Offeree Service Period*	ZEPO expiry date
25%	12 months from date of issue of ZEPOS	36 months from date of issue of ZEPOS
25%	24 months from date of issue of ZEPOS	48 months from date of issue of ZEPOS
50%	36 months from date of issue of ZEPOS	60 months from date of issue of ZEPOS

*The Offeree must remain a director of the Company

In addition, ZEPOs will vest on a Change of Control Event occurring, to the satisfaction of the Board in its absolute discretion.

A Change of Control Event shall be taken to mean:

• (i) the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares and that the takeover bid has become unconditional; or
• (ii) the announcement by the Company that shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled or transferred to a third party and the Court, by order, approves the proposed scheme of arrangement.

(d) Expiry date

The expiry date of each ZEPO is 5.00pm (WST) on the date specified in (c) above.

If the vesting condition relevant to a ZEPO is not satisfied and/or otherwise waived by the Board before the relevant expiry date, that ZEPO will lapse.

(e) Exercise period

A ZEPOmay only be exercised afterit has vested and thereafter at any time priorto their Expiry Date.

(f) Exercise Notice

A ZEPO may be exercised by notice in writing to the Company (Exercise Notice). Any Exercise Notice of a ZEPOs received by the Company will be deemed to be a notice of the exercise of that ZEPOs as at the date of receipt.

(g) Shares issued on exercise

Shares issued on exercise of the ZEPOs will rank equally with the then issued Shares.

(h) ZEPOs not quoted

The Company will not apply to ASX for quotation of the ZEPOs.

(i) Quotation of Shares on exercise

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

(j) Timing of issue of Shares

• (i) After a ZEPO is validly exercised, the Company must as soon as possible:
  • (A) issue the Share; and
  • (B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the ZEPO.
• (ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.
• (iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:
  • (A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or
  • (B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the ZEPOs and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the ZEPOs. Holders of ZEPOs must exercise their vested ZEPOs prior to the date for determining entitlements to participate in any such issue.

(l) Adjustment for bonus issues of Shares

Ifthe Companymakes abonusissue of Sharesorothersecuritiesto existing Shareholders(otherthan an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a ZEPOs will be increased by the number of Shares which the option holder would have received if the ZEPOs holder had exercised the ZEPOs before the record date for the bonus issue; and
• (ii) no change will be made to the Exercise Price.

(m) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a ZEPOs.

(n) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the ZEPOs holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(o) ZEPOs not transferable

The ZEPOs are not transferable.

(p) Takeovers prohibition

Notwithstanding any other provision of these terms:

• (i) the issue of Shares on exercise of the ZEPOs is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
• (ii) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

(q) Entitlement to dividends

The ZEPOs do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the ZEPOs, without exercising the ZEPOs.

(r) Entitlement to capital return

The ZEPOs do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the ZEPOs without exercising the ZEPOs.

(s) Voting rights

The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.

(t) Plan

The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

(u) Constitution

Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company's Constitution.

Schedule 5 – Terms and Conditions of Options for Mr Andrew Pardey and Mr Paul Roberts

The Options are issued pursuant to the ESIP and on the following terms and conditions:

• (b) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share (Share) in Predictive Discovery Limited ACN 127 171 877 (Company).

• (c) Each Option is exercisable at $0.3476 (Exercise Price).

• (d) The Options will expire at 5.00pm (WST) on 28 February 2026 (Expiry Date).

• (e) The Options are subject to the following vesting conditions:

  • a. 25% vest 12 months from date of issue of the Options provided the Offeree remains a Director of the Company at the vesting date;
  • b. 25% vest 24 months from date of issue of the Options provided the Offeree remains a Director of the Company at the vesting date;
  • c. 50% vest 36 months from date of issue of the Options provided the Offeree remains a Director of the Company at the vesting date;

• (f) The Options are not exercisable unless and until the vesting condition has been achieved or a Change of Control Event (as defined in paragraph (e)) has occurred within the prescribed timeframe (Vesting). If Vesting of the relevant Options has not occurred within the prescribed timeframe, the relevant number of Options shall automatically lapse.

• (g) A Change of Control Event shall be taken to mean:

  • (i) the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares and that the takeover bid has become unconditional; or
  • (ii) the announcement by the Company that shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled or transferred to a third party and the Court, by order, approves the proposed scheme of arrangement.

• (h) Options are exercisable at any time from their date of Vesting up until the Expiry Date by notice in writing to the Company accompanied by payment of the Exercise Price.

• (i) If an Optionholder or the person who nominated the Optionholder to receive the Options, as the case may be, ceases to be employed or engaged by the Company (or a member of the Company's corporate group) within 12 months of issue of the Options or, if a director of the Company (Director), ceases to be a Director within 12 months from issue of the Options, then the Optionholder automatically forfeits their interest in any Options that have not yet been exercised and all such Options shall automatically lapse.

• (j) The Options are non transferable.

• (k) All Shares issued upon exercise of the Options will rank pari passu in all respects with the then existing Shares. The Company will apply for Official Quotation by the ASX of all Shares issued upon exercise of the Options.

• (l) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to the Company's shareholders during the currency of the Options. Holders of Options must exercise their vested Options prior to the date for determining entitlements to participate in any such issue.

• (m) If from time to time on or prior to the Expiry Date the Company makes an issue of Shares to its shareholders by way of capitalisation of profits or reserves (a Bonus Issue), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the Shares which would otherwise be issued to them upon such exercise) the number of Shares of the class which would have been issued to them under that Bonus Issue (Bonus Shares) if on the record date for the Bonus Issue they have been registered as holder, if, immediately prior to that date, they had fully exercised their Options and the Shares the subject of such exercise had been duly allotted and issued to them. The Bonus Shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue will rank pari passu in all respects with the other Shares allotted upon exercise of the Options.

• (n) There is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a Bonus Issue) during the currency of the Options.

• (o) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

• (p) Notwithstanding any other provision of these terms:

  • (i) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
  • (ii) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

• (q) The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options, without exercising the Options.

• (r) The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.

• (s) The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.

• (t) The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

(u) Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company's Constitution.

Schedule 6 – Terms and Conditions of Options for Mr Simon Jackson

The Options are issued pursuant to the ESIP and on the following terms and conditions:

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share (Share) in Predictive Discovery Limited ACN 127 171 877 (Company).
• (b) Each Option is exercisable at $0.2776 (Exercise Price).
• (c) The Options will expire at 5.00pm (WST) on 19 October 2024 (Expiry Date).
• (d) The Options are not exercisable unless and until the vesting condition has been achieved or a Change of Control Event (as defined in paragraph (e)) has occurred within the prescribed timeframe (Vesting). If Vesting of the relevant Options has not occurred within the prescribed timeframe, the relevant number of Options shall automatically lapse.
• (e) A Change of Control Event shall be taken to mean:
  • (i) the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares and that the takeover bid has become unconditional; or
  • (ii) the announcement by the Company that shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either cancelled or transferred to a third party and the Court, by order, approves the proposed scheme of arrangement.
• (f) Options are exercisable at any time from their date of Vesting up until the Expiry Date by notice in writing to the Company accompanied by payment of the Exercise Price.
• (g) If an Optionholder or the person who nominated the Optionholder to receive the Options, as the case may be, ceases to be employed or engaged by the Company (or a member of the Company's corporate group) within 12 months of issue of the Options or, if a director of the Company (Director), ceases to be a Director within 12 months from issue of the Options, then the Optionholder automatically forfeits their interest in any Options that have not yet been exercised and all such Options shall automatically lapse.
• (h) The Options are non transferable.
• (i) All Shares issued upon exercise of the Options will rank pari passu in all respects with the then existing Shares. The Company will apply for Official Quotation by the ASX of all Shares issued upon exercise of the Options.
• (j) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to the Company's shareholders during the currency of the Options. Holders of Options must exercise their vested Options prior to the date for determining entitlements to participate in any such issue.
• (k) If from time to time on or prior to the Expiry Date the Company makes an issue of Shares to its shareholders by way of capitalisation of profits or reserves (a Bonus Issue), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the Shares which would otherwise be issued to them upon such exercise) the number of Shares of the class which would have been issued to them under that Bonus Issue (Bonus Shares) if on the record date for the Bonus Issue

they have been registered as holder, if, immediately prior to that date, they had fully exercised their Options and the Shares the subject of such exercise had been duly allotted and issued to them. The Bonus Shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue will rank pari passu in all respects with the other Shares allotted upon exercise of the Options.

• (l) There is no right to a change in the exercise price of the Options or to the number of Shares over which the Options are exercisable in the event of a new issue of capital (other than a Bonus Issue) during the currency of the Options.
• (m) In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.
• (n) Notwithstanding any other provision of these terms:
  • (i) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and
  • (ii) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.
• (o) The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options, without exercising the Options.
• (p) The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.
• (q) The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.
• (r) The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.
• (s) Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company's Constitution.

Schedule 7 – Management's Valuation of Remuneration Options

Valuation of ZEPOS proposed FOR all Directors

Assumptions
Valuation Date	11-Jan-22
Spot Price	$0.255
Exercise Price	Nil
Expiry Date	Up to 60 months from
	issue date
Discount for milestones	Nil
Expected Future Volatility	N/A
Risk Free Rate	N/A
Value per Option	$0.255

Valuation of Options proposed for Andrew Pardey and Paul Roberts

Assumptions
Valuation Date	11-Jan-22
Spot Price	$0.255
Exercise Price	$0.3476
Expiry Date	28-Feb-25
Expected Future Volatility	100%
Risk Free Rate	0.4%
Value per Option	$0.1452

Valuation of Options proposed for Simon Jackson

Assumptions
Valuation Date	11-Jan-22
Spot Price	$0.255
Exercise Price	$0.2776
Expiry Date	19-Oct-24
Expected Future Volatility	100%
Risk Free Rate	0.4%
Value per Option	$0.1485

	LODGE YOUR VOTE
	ONLINEwww.linkmarketservices.com.au
	 BY MAILPredictive Discovery LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia
	BY FAX+61 2 9287 0309
	BY HANDLink Market Services LimitedParramatta Square, Level 22, Tower 6,10 Darcy Street, Parramatta NSW 2150
	ALL ENQUIRIES TOTelephone: 1300 554 474	Overseas: +61 1300 554 474

X99999999999

Name

Email

PROXY FORM

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

APPOINT A PROXY

STEP 1

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your 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 General Meeting of the Company to be held at 4:00pm (WST) on Wednesday, 9 March 2022 (the Meeting) and at any postponement or adjournment of the Meeting.

The Meeting will be held virtually via a web-based meeting portal as well as in-person at Suite 9, 110 Hay Street, SUBIACO, WA, 6008. Details of how shareholders can attend the meeting online are set out in the Notice of Meeting.

Important for Resolutions 2-5: 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 Resolutions 2-5, even though the Resolutions are 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*					For	Against Abstain*
	1Replacement of Constitution				5	Proposed Issue of RemunerationOptions to Director – StevenMichael
P 2STE	2Proposed Issue of RemunerationOptions to Director – AndrewPardey3Proposed Issue of RemunerationOptions to Director – Paul Roberts
	4Proposed Issue of RemunerationOptions to Director – SimonJackson* 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
P 3	Shareholder 1 (Individual)			Joint Shareholder 2 (Individual)				Joint Shareholder 3 (Individual)
STE	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, thepower 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 PRX2201B*

PDI PRX2201B

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

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.

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 General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

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 4:00pm (WST) on Monday, 7 March 2022, 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:

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

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.

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

+61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

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

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).