PURSUIT MINERALS LTD - AGM Information 2021

31 December 2021

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ASX Announcement
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Notice of Annual General Meeting

The Company’s principal business objectives are the acquisition, exploration, development and operation of PGE, copper, nickel silver, gold, vanadium and other mineral deposits.

Directors

Peter Wall (Chairman) Mark Freeman (MD) Bob Affleck (Technical Director)

Company Secretary Mark Freeman

Capital Structure

*ASX Code*	PUR
*Shares*	937,013,916
*Options*
*0.7c exp 18/9/23*	36,000,000
*Perform. Rights*	3,500,000

Dear Sir/Madam,

Pursuit Minerals Ltd (ASX: PUR) (Pursuit or the Company) will be holding its Annual General Meeting at 10:00am (AWST) on 31 January 2022 at Suite 4, 246-250 Railway Parade, West Leederville, WA 6007 (the Meeting).

At this stage, the Directors have made a decision that Shareholders will be able to attend the Meeting in person, provided they wear a mask. If it becomes necessary or appropriate to make alternative arrangements to those set out in the Company’s Notice of Meeting, the Company will notify Shareholders accordingly via the Company’s website at www.pursuitminerals.com.au and the ASX Company’s Announcement Platform at asx.com.au. Any Shareholders who plan to physically attend the Meeting should closely monitor these platforms for any updates from by the Company in regard to attending the Meeting in person and alternative arrangements.

In accordance with temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020, the Company is not sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from www.pursuitminerals.com.au.

Alternatively, a complete copy of the Notice of Meeting has been posted on the Company’s ASX market announcements page.

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

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

If you are unable to access any of the important Meeting documents online please contact the Company Secretary, Mark Freeman, on +61 8 6500 3271 or via email at [email protected]

For the purpose of ASX Listing Rule 15.5, the Board has authorised for this announcement to be released.

For more information about Pursuit Minerals and its projects, contact:

Mark Freeman – Managing Director [email protected]

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PURSUIT MINERALS LIMITED ACN 128 806 977 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am (WST) DATE : 31 January 2022 PLACE : Suite 4, 246-250 Railway Parade, West Leederville, WA 6007

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm (WST) on 29 January 2022.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – BOB AFFLECK

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Bob Affleck, a Director who was appointed casually on 24 June 2021, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PETER WALL

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

“That, for the purpose of clause 14.2 of the Constitution, and for all other purposes, Peter Wall, a Director, retires by rotation, and being eligible, is reelected as a Director.”

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

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

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

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

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6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 41,507,855 Shares on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 78,057,362 Shares on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 645,076 Shares on the terms and conditions set out in the Explanatory Statement.”

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

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11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

12. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 130,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

13. RESOLUTION 12 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – BROAD ARROW OPTION AGREEMENT

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,535,278 Shares and 2,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

14. RESOLUTION 13 – APPROVAL TO ISSUE SHARES – EXERCISE OF BROAD ARROW OPTION

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 13,336,372 Shares on the terms and conditions set out in the Explanatory Statement.”

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

15. RESOLUTION 14 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – PETER WALL

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

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 15,000,000 Performance Rights to Peter Wall (or their nominee) under the Incentive Performance Rights and Options Plan on the terms and conditions set out in the Explanatory Statement.”

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

16. RESOLUTION 15 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MARK FREEMAN

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

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 20,000,000 Performance Rights to Mark Freeman (or their nominee) under the Incentive Performance Rights and Options Plan on the terms and conditions set out in the Explanatory Statement.”

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

17. RESOLUTION 16 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – BOB AFFLECK

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

“That for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 15,000,000 Performance Rights to Bob Affleck (or their nominee) under the Incentive Performance Rights and Options Plan on the terms and conditions set out in the Explanatory Statement.”

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

18. RESOLUTION 17 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Performance Rights and Options Plan and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 31 December 2021

By order of the Board

Mark Freeman Managing Director

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Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolutions 14 – 16 – Issue of Incentive Performance Rights to Director	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 (Resolutions 14-16 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 Resolutions 14-16 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolutions 14-16 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the KeyManagement Personnel.
Resolution 17 – Adoption of Incentive Performance Rights and Option Plan	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 1 – Adoption of
Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or on
behalf of either of the following persons:
(a)
a member of the Key Management Personnel, details of
whose remuneration are included in the Remuneration
Report; or
(b)
a Closely Related Party of such a member.
However, a person (thevoter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person
described above and either:
(a)
the voter is appointed as a proxy by writing that specifies the
way the proxy is to vote on this Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as
proxy:
(i)
does not specify the way the proxy is to vote on this
Resolution; and
(ii)
expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or
indirectly with the remuneration of a member of the
Key Management Personnel.

Resolutions 14 – 16 – Issue of
Incentive Performance
Rights to Director

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
(Resolutions 14-16 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 Resolutions 14-16 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote
on this Resolution.
Provided the Chair is not a Resolutions 14-16 Excluded Party, the above
prohibition does not apply if:
(a)
the proxy is the Chair; and
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the KeyManagement Personnel.

Resolution 17 – Adoption of
Incentive Performance
Rights and Option Plan

A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote
on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.

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Voting Exclusion Statements

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

Resolution 4	If at the time the approval is sought the entity is proposing to make an issue of equity securities under rule 7.1A.2, any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity).
Resolution 5 & 6 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 7 – Ratification of prior issue of Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely CPS Capital Group Pty Ltd) or an associate of that person or those persons.
Resolution 8 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely S3 Consortium Pty Ltd) or an associate of that person or those persons.
Resolution 9 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely Mining Equities Pty Ltd) or an associate of that person or those persons.
Resolution 10 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely Corporate & Resource Consultants Pty Ltd) or an associate of that person or those persons.
Resolution 11 – Ratification of prior issue of Shares	A person who participated in the issue or is a counterparty to the agreement being approved (namely Bevan and Natarsha Clarke) or an associate of that person or those persons.
Resolution 12 – Ratification of prior issue of Shares and Options	A person who participated in the issue or is a counterparty to the agreement being approved (namely Broad Arrow Holdings (WA) Pty Ltd or an associate of that person or those persons.
Resolution 13 – Approval to issue Shares	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (Broad Arrow Holdings (WA) Pty Ltd) or an associate of that person (or those persons).
Resolutions 14–- 16 – Issue of Incentive Performance Rights to Director	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 in question (including Peter Wall, Mark Freeman and Bob Affleck under each resolution) or an associate of that person or those persons.
Resolution 17 – Adoption of Incentive Performance Rights and Option Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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(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.

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Voting by proxy

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

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

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

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

Please bring your personalised Proxy with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy with you, you can still attend the meeting but representatives from Automic Pty Ltd will need to verify your identity. You can register from 8:00 am (WST) on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6500 3271.

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EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

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

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.pursuitminerals.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

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

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

All of the directors of the company who were in office when the directors’ report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

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

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2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – BOB AFFLECK

3.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Affleck, having been appointed by other Directors on 24 June 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

3.2 Qualifications and other material directorships

Mr Affleck has over 25 years’ experience in the mineral exploration industry from grassroots data collection to consulting roles in a variety of mineral commodities. His expertise includes project management, technical and prospectus reviews, target generation, training and team mentoring. Mr Affleck also has extensive business management expertise outside of the mining industry, in particular financial management and personnel management. He is keen to use his skills to assist mining companies to make high-value discoveries which will add value to their shareholders.

During the past three years, Mr Affleck held no other directorships in other ASX listed companies

3.3 Independence

Mr Affleck has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Mr Affleck will not be an independent Director.

3.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company undertook such checks prior to the appointment of Mr Affleck.

Mr Affleck has confirmed that he considers he will have sufficient time to fulfil his responsibilities as an Executive Director of the Company and does not consider

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that any other commitment will interfere with his availability to perform his duties as an Executive Director of the Company.

3.5 Board recommendation

The Board has reviewed Mr Affleck’s performance since his appointment to the Board and considers that Mr Affleck’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Affleck and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PETER WALL

4.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Wall, who has served as a Director since 13 January 2016 and was last re– - elected on 27 November 2019, retires by rotation and seeks re-election.

4.2 Qualifications and other material directorships

Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005 and has a wide range of experience in all forms of commercial and corporate law, with a particular focus on natural resources (hard rock and oil/gas), technology, biotech, medical cannabis, equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions. Peter graduated from the University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of Commerce (Finance). He has also completed a Masters of Applied Finance and Investment with FINSIA.

During the past three years, Mr Wall held the following directorships in other Australian Securities Exchange (ASX) listed companies; Non-Executive Chairman of MMJ Group Holdings Ltd and Non-Executive Chairman of Minbos Resources Ltd.

4.3 Independence

If re-elected the Board considers Mr Wall will be an independent Director.

4.4 Board recommendation

The Board has reviewed Mr Wall’s performance since his appointment to the Board and considers that Mr Wall’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the reelection of Mr Wall and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

5.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

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However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $25,299,375 (based on the number of Shares on issue and the closing price of Shares on the ASX on 10 December 2021).

Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

5.2 Technical information required by Listing Rule 7.1A

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

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

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(ii)

if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c)

Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets (funds would then be used for project, feasibility studies and ongoing project administration) and general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 10 December 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

				Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.0135	$0.027	$0.0405
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	937,013,916 Shares	93,701,391 Shares	$1,269,969	$2,529,938	$3,794,906
50% increase	1,405,520,874 Shares	140,552,087 Shares	$1,897,453	$3,794,906	$5,692,360
100% increase	1,874,027,832 Shares	187,402,783 Shares	$2,529,938	$5,059,875	$7,589,813

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

The table above uses the following assumptions:

There are currently 937,013,916 Shares on issue.
The issue price set out above is the closing market price of the Shares on the ASX on 10 December 2021 (being $0.027).
The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

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The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

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(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 30 November 2020 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 30 November 2020, the Company issued 78,057,362 Shares pursuant to the Previous Approval ( Previous Issue ), which represent approximately 11.02% of the total diluted number of Equity Securities on issue in the Company on 30 November 2020, which was 708,351,402.

Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12-month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

Date of Issue and Appendix 2A	Date of Issue: 9 April 2021 Date of Appendix 2A: 9 April 2021
Recipients	Professional and sophisticated investors as part of a placement announced on 9 April 2021. The placement participants were identified through a bookbuild process, which involved CPS Capital Group Pty Ltd seeking expressions of interest to participate in the placement from non-related parties of the Company.
Number and Class of Equity Securities Issued	78,057,362 Shares2
Issue Price and discount to Market Price1 (if any)	$0.069 per Share (at a discount 25% to Market Price).
Total Cash Consideration and Use of Funds	Amount raised: $5,385,958 Amount spent: $2,233,000 Use of funds: Advancing activities at the Warrior Project and for ongoing working capital. Amount remaining: $3,152,958 Proposed use of remaining funds4: Drilling and exploration costs and ongoing working capital.

Notes:

Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: PUR (terms are set out in the Constitution).
This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

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6. RESOLUTIONS 5 & 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULES 7.1 AND 7.1A

6.1 General

On 9 April 2021, the Company issued 119,565,217 Shares at an issue price of $0.069 per Share to raise $8,250,000 ( Placement Shares ).

41,507,855 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 5) and 78,057,362 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 30 November 2020.

The Company engaged the services of CPS Capital Group Pty Ltd canN 088 055 636) ( CPS Capital ), (AFSL 294848), to manage the issue of the Placement Shares. The Company has paid CPS Capital a cash fee of 6% of the amount raised under the issue of the Placement Shares.

6.2 Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12-month period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares.

6.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolutions 5 and 6 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

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6.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 and 6 are passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares.

If Resolutions 5 and 6 are not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares.

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 4 being passed at this Meeting.

6.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 5 and 6:

(a) the Placement Shares were issued to professional and sophisticated investors who are clients of CPS Capital. The recipients were identified through a bookbuild process, which involved CPS Capital seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 119,565,217 Placement Shares were issued on the following basis:
(i) 41,507,855 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 5); and
(ii) 78,057,362 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 6);
(d) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Placement Shares were issued on 9 April 2021;
(f) the issue price was $0.069 per Placement Shares under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Placement Shares;

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(g) the purpose of the issue of the Placement Shares was to raise $8,250,000, which was applied towards advancing the Company’s Warrior, Combatant and Gladiator Projects, together with providing working capital and funding for potential new opportunities; and
(h) the Placement Shares were not issued under an agreement.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – LISTING RULE 7.1

7.1 General

On 9 April 2021, the Company issued 20,000,000 Options at a deemed value of $0.021 per Option to CPS Capital which were distributed to the brokers that assisted with the Placement Shares ( Broker Options ).

As summarised in Section 6.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12-month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2021.

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

Resolution 7 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Broker Options.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Broker Options will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Broker Options.

If Resolution 7 is not passed, the Broker Options will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively

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decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Broker Options.

7.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 7:

(a) the Broker Options were issued to CPS Capital, to be distributed to the brokers that assisted with the Placement Shares;
(b) the Company confirms that none of the recipients were related parties of the Company;
(c) 20,000,000 Broker Options were issued and the Broker Options were issued on the terms and conditions set out in Schedule 4;
(d) the Broker Options were issued on 9 April 2021;
(e) the deemed issue price was $0.021 per Broker Options. The Company has not and will not receive any other consideration for the issue of the Broker Options (other than in respect of funds received on exercise of the Broker Options);
(f) the purpose of the issue of the Broker Options was consideration for CPS Capital regarding the Placement Shares issue; and
(g) the Broker Options were issued to CPS Capital under the CPS Capital Mandate. A summary of the material terms of the CPS Capital Mandate is set out in Schedule 8 .

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

8.1 General

On 9 April 2021, the Company issued 3,000,000 Shares at a deemed issue price of $0.069 per Share to S3 Consortium Pty Ltd ( S3 ) for the provision of future marketing services ( Marketing Shares ).

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

The issue of the Marketing Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it

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effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of issue of the Marketing Shares.

Resolution 8 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Marketing Shares.

8.2 Technical information required by Listing Rule 14.1A

If Resolution 8 is passed, the Marketing Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Marketing Shares.

If Resolution 8 is not passed, the Marketing Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Marketing Shares.

8.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 8:

(a) the Marketing Shares were issued to S3;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 3,000,000 Marketing Shares were issued and the Marketing Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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(d) the Marketing Shares were issued on 9 April 2021;
(e) the deemed issue price was $0.069 per Marketing Shares. The Company has not and will not receive any other consideration for the issue of the Marketing Shares;
(f) the purpose of the issue of the Marketing Shares was as consideration for the provision of future marketing services provided by S3; and
(g) the Marketing Shares were issued to S3 under the S3 Services Agreement. A summary of the material terms of the S3 Services Agreement is set out in Schedule 6.

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

9.1 General

On 6 May 2021, the Company issued 645,076 Shares at a deemed issue price of $0.0775 per Share in satisfaction of $50,000 payable to complete the acquisition of the Gladiator Gold Project from Mining Equities Pty Ltd ( Mining Equities ) and Peter Gianni ( Gladiator Acquisition Shares ).

The Company entered into a binding acquisition agreement with Mining Equities and Peter Gianni to acquire the Gladiator Gold Project, comprising 4 exploration licences located 10km northwest of Laverton in Western Australia in September 2020. The project tenements, occur within the Laverton Greenstone Belt in the Eastern Goldfields Province of the Archaean Yilgarn Craton.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

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

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Resolution 9 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Gladiator Acquisition Shares.

9.2 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Gladiator Acquisition Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Gladiator Acquisition Shares.

If Resolution 9 is not passed, the Gladiator Acquisition Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Gladiator Acquisition Shares.

9.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 9:

(a) the Gladiator Acquisition Shares were issued to Mining Equities, who is not a related party of the Company;
(b) 645,076 Gladiator Acquisition Shares were issued, and the Gladiator Acquisition Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(c) the Gladiator Acquisition Shares were issued on 6 May 2021;
(d) the deemed issue price was $0.0775 per Gladiator Acquisition Shares. The Company has not and will not receive any other consideration for the issue of the Gladiator Acquisition Shares;
(e) the purpose of the issue of the Gladiator Acquisition Shares was as consideration to Mining Equities for the acquisition of the Gladiator Tenement Project; and
(f) the Gladiator Acquisition Shares were issued to Mining Equities under the Gladiator Project Agreement, the material terms of which as set out in Section 9.1.

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

10.1 General

On 13 September 2021, the Company issued 10,000,000 Shares to Corporate & Resource Consultants Pty Ltd ( C&R ) as the final allotment of shares in respect of the acquisition of the Warrior Tenement Project as announced on 2 December 2020 ( Warrior Acquisition Shares ).

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Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general

meeting held on 30 November.

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

Resolution 10 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Warrior Acquisition Shares.

10.2 Technical information required by Listing Rule 14.1A

If Resolution 10 is passed, the Warrior Acquisition Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Warrior Acquisition Shares.

If Resolution 10 is not passed, the Warrior Acquisition Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Warrior Acquisition Shares.

10.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 10:

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(a) the Warrior Acquisition Shares were issued to C&R, who is not a related party of the Company;
(b) 10,000,000 Warrior Acquisition Shares were issued, and the Warrior Acquisition Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(c) the Warrior Acquisition Shares were issued on 13 September 2021;
(d) the Warrior Acquisition Shares were issued as part-consideration for the final two tenements of the Warrior Tenement Project to be transferred to the Company. The Company has not and will not receive any other consideration for the issue of the Warrior Acquisition Shares; and
(e) the Warrior Acquisition Shares were issued to C&R under the Warrior Project Agreement. A summary of the material terms of the Warrior Project Agreement is set out in Schedule 5.

11. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

11.1 General

On 24 June 2021, the Company issued 130,000 Shares at a deemed issue price of $0.064 per Share as payment $8,400 worth of rent owed to Bevan and Natarsha Clarke in lieu of payment for the field operations house used by the Company ( Rental Shares ).

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

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

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Resolution 11 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Rental Shares.

11.2 Technical information required by Listing Rule 14.1A

If Resolution 11 is passed, the Rental Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Rental Shares.

If Resolution 11 is not passed, the Rental Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Rental Shares.

11.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 11:

(a) the Rental Shares were issued to Bevan and Natarsha Clarke;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 130,000 Rental Shares were issued, and the Rental Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Rental Shares were issued on 24 June 2021;
(e) the deemed issue price was $0.064 per Rental Shares. The Company has not and will not receive any other consideration for the issue of the Rental Shares;
(f) the purpose of the issue of the Rental Shares was in lieu of payment for the field operations house used by the Company totalling $8,400 worth of rent; and
(g) the Rental Shares were not issued under an agreement.

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12. RESOLUTION 12 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – BROAD ARROW OPTION AGREEMENT

12.1 General

On 21 December 2021, the Company issued 8,535,278 Shares and 2,500,000 Options to Broad Arrow Holdings (WA) Pty Ltd ( Broad Arrow ) in consideration for being granted a 12-month option ( Broad Arrow Option ) to acquire up to a 100% interest in certain tenements owned by Broad Arrow ( Broad Arrow Tenements ) ( Broad Arrow Securities ).

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

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

Resolution 12 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Broad Arrow Securities.

12.2 Technical information required by Listing Rule 14.1A

If Resolution 12 is passed, the Broad Arrow Securities will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Broad Arrow Securities.

If Resolution 12 is not passed, the Broad Arrow Securities will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Broad Arrow Securities.

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12.3 Technical information required by Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 12:

(a) the Broad Arrow Securities were issued to Broad Arrow;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) 8,535,278 Shares and 2,500,000 Options were issued;
(d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Options were issued on the terms and conditions set out in Schedule 9;
(f) the Broad Arrow Securities were issued on 21 December 2021;
(g) the Broad Arrow Securities were issued at a deemed issue price of $0.0281 each, in consideration for a 12-month option to acquire 100% of the tenements owned by Broad Arrow. The Company has not and will not receive any other consideration for the issue of the Broad Arrow Securities (other than in respect of funds received on exercise of the Options);
(h) the purpose of the issue of the Broad Arrow Securities was to satisfy the Company’s obligations under the Broad Arrow Option Agreement; and
(i) the Broad Arrow Securities were issued to Broad Arrow under the Broad Arrow Option Agreement. A summary of the material terms of the Broad Arrow Option Agreement is set out in Schedule 7.

13. RESOLUTION 13 – APPROVAL TO ISSUE SHARES – EXERCISE OF BROAD ARROW OPTION

13.1 General

The Company may exercise the Broad Arrow Option by making either of the following additional payments to Broad Arrow:

(a) $375,000, to be satisfied through the issue of Company Shares at a deemed issue price of approximately $0.0281 each and paid within 14 days of election, if the Company proceeds with the acquisition of the tenements on a 100% ownership basis; or
(b) $175,000, to be satisfied through the issue of Company Shares at at a deemed issue price of approximately $0.0281 each and paid within 14 days of election, if the Company proceeds with the acquisition of the tenements on a 45% ownership basis.

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In the event that the Company exercises the Broad Arrow Option, it is seeking shareholder approval to issue Broad Arrow up to 13,336,372 Shares ( Exercise Shares ).

The proposed issue of the Exercise Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

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

13.2 Technical information required by Listing Rule 14.1A

If Resolution 13 is passed, the Company will be able to proceed with the issue of the Exercise Shares. In addition, the issue of the Exercise Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 13 is not passed, the issue of the Exercise Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Resolution 13 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Exercise Shares.

13.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 13:

(a) the Exercise Shares will be issued to Broad Arrow (or its nominees);
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) the maximum number of Exercise Shares to be issued is 13,336,372. The Exercise Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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(d) the Shares will be issued no later than 12 months from the date of execution of the Broad Arrow Option Agreement provided that the Company’s submission for an ASX waiver to Listing Rule 7.3.4 is approved. It is intended that the issue of the Exercise Shares will occur on the same date;
(e) the Exercise Shares will be issued at a nil issue price, in consideration for exercising the option to acquire 100% of the Broad Arrow Tenements;
(f) the purpose of the issue of the Exercise Shares is to satisfy the Company’s obligations under the Broad Arrow Option Agreement;
(g) the Exercise Shares are being issued to Broad Arrow under the Broad Arrow Option Agreement. A summary of the material terms of the Broad Arrow Option Agreement is set out in Schedule 7; and
(h) the Exercise Shares are not being issued under, or to fund, a reverse takeover.

14. RESOLUTIONS 14 – 16 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS

14.1 General

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Performance Rights and Options Plan (refer Resolution 17), to issue 50,000,000 Performance Rights to Peter Wall, Mark Freeman and Bob Affleck (or their nominees) ( Related Parties ) pursuant to the Incentive Performance Rights and Options Plan ( Incentive Plan ) and on the terms and conditions set out below ( Incentive Performance Rights ).

The Incentive Performance Rights will be split in 3 equal tranches (Class A, B, and C) and vest as follows:

Class	Vesting Milestone
Class A	The VWAP of Shares trading on the ASX being at least 4 cents over 10 consecutive trading days
Class B	The VWAP of Shares trading on the ASX being at least 5 cents over 10 consecutive trading days
Class C	The VWAP of Shares trading on the ASX being at least 6 cents over 10 consecutive trading days

14.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The issue of the Incentive Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Incentive Performance Rights 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 Incentive Performance Rights. Accordingly, Shareholder approval for the issue of Incentive Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

14.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Incentive Performance Rights to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 14 to 16 seek the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

14.4 Technical information required by Listing Rule 14.1A

If Resolutions 14 to 16 are passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to the Related Parties under the Incentive Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 14 to 16 are not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to the Related Parties under the Incentive Plan.

14.5 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 14 to 16:

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(a) the Incentive Performance Rights will be issued to the following persons:
(i) Peter Wall (or their nominee) pursuant to Resolution 14;
(ii) Mark Freeman (or their nominee) pursuant to Resolution 15;
(iii) Bob Affleck (or their nominee) pursuant to Resolution 16; and

each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;

(b) the maximum number of Incentive Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 50,000,000 comprising:
(i) 15,000,000 Incentive Performance Rights to Peter Wall (or his nominee) pursuant to Resolution 14;
(ii) 20,000,000 Incentive Performance Rights to Mark Freeman (or his nominee) pursuant to Resolution 15;
(iii) 15,000,000 Incentive Performance Rights to Bob Affleck (or his nominee) pursuant to Resolution 16;
(c) as this is the first time that the Shareholder approval is being sought for the adoption of the Incentive Plan, no Performance Rights have been previously issued under the Incentive Plan;
(d) a summary of the material terms and conditions of the Incentive Performance Rights is set out in Schedule 1;
(e) the Incentive Performance Rights are unquoted securities. The Company has chosen to issue Incentive Performance Rights to the Related Parties for the following reasons:
(i) the Incentive Performance Rights are unquoted; therefore, the issue of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;
(ii) the milestones attaching to the Incentive Performance Rights will align the interests of the Related Parties with those of Shareholders; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed;
(f) the number of Incentive Performance Rights to be issued to each of the Related Parties has been determined based upon a consideration of:
(i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(ii) the remuneration of the Related Parties; and

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(iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights upon the terms proposed;

(g) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Peter Wall	$72,000	$39,000
Mark Freeman	$180,000	$197,000
Bob Affleck	$120,000	$789

(h) the value of the Incentive Performance Rights and the pricing methodology is set out in Schedule 2;
(i) the Incentive Performance Rights will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Performance Rights will be issued on one date;
(j) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;
(k) the purpose of the issue of the Incentive Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;
(l) a summary of the material terms and conditions of the Incentive Plan is set out in Schedule 3;
(m) no loans are being made to the Related Parties in connection with the acquisition of the Incentive Performance Rights;
(n) details of any Performance Rights issued under the Incentive Plan will be published in the annual report of the Company 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;
(o) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Incentive Plan after Resolutions 14 to 16 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

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(p) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	Options2	Performance Rights
Peter Wall	29,006,005	10,000,000	Nil
Mark Freeman	2,571,429	23,000,000	Nil
Bob Affleck	Nil	Nil	Nil

Notes:

Fully paid ordinary shares in the capital of the Company (ASX: PUR).
Unquoted Options exercisable at $0.007 each, exercisable 3 years from issue.
(q) if the milestones attaching to the Incentive Performance Rights issued to the Related Parties are met and the Incentive Performance Rights are converted, a total of 50,000,000 Shares would be issued. This will increase the number of Shares on issue from 937,013,916 (being the total number of Shares on issue as at the date of this Notice) to 987,013,916 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 5.07%, comprising 1.52% by Peter Wall, 2.03% by Mark Freeman and 1.52% by Bob Affleck;
(r) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.0920	5 April 2021
Lowest	$0.0250	6 December 2021
Last	$0.0270	22 December 2021

(s) each Director has a material personal interest in the outcome of Resolutions 14 to 16 on the basis that all of the Directors (or their nominees) are to be issued Incentive Performance Rights should Resolutions 14 to 16 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 14 to 16 of this Notice; and

(t) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 14 to 16.

15. RESOLUTION 17 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

15.1 General

Resolution 17 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Incentive Performance Rights and Options Plan” ( Plan ) and for the issue of Performance Rights and Options under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Plan and the future issue of

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Performance Rights or Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 17 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of Securities stated in Section 15.2(c)(c) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 17 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Performance Rights or Options.

15.2 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 17:

(a) a summary of the key terms and conditions of the Plan is set out in Schedule 3;
(b) the Company has not issued any Performance Rights or Options under the Plan as this is the first time that Shareholder approval is being sought for the adoption of the Plan; and
(c) the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 100,000,000 Securities which includes the Securities proposed to be issued under Resolutions 14 - 16. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

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GLOSSARY

$ means Australian dollars.
7.1A Mandate has the meaning given in Section 5.1.

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

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate means

(a) a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
(c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Pursuit Minerals Limited (ACN 128 806 977).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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Explanatory Statement means the explanatory statement accompanying the Notice.

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

Listing Rules means the Listing Rules of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions.

Plan means the incentive performance rights and options plan to be adopted by the Company, being the subject of Resolution 17 as summarised in Schedule 3.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE RIGHTS

Set out below are the terms and conditions of the Performance Rights:

(a) Milestones

The milestones attaching to the Performance Rights ( Milestones ) are as follows:

Performance Rights	Milestone
Tranche A Milestone	The Performance Rights will vest following the Company’s share price reaching 4 cents over 20 consecutive trading days.
Tranche B Milestone	The Performance Rights will vest following the Company’s share price reaching 5 cents over 20 consecutive trading days.
Tranche C Milestone	The Performance Rights will vest following the Company’s share price reaching 6 cents over 20 consecutive trading days.

(b) Notification to holder

The Company shall notify the holder in writing when the relevant Milestone has been satisfied.

(c) Conversion

Subject to paragraph (p), upon vesting, each Performance Right will, at the election of the holder, convert into one Share.

(d) Expiry Date

Each Performance Right shall otherwise expire on or before 30 June 2025 ( Expiry Date ). If the relevant Milestone attached to the Performance Right has been achieved by the Expiry Date, all unconverted Performance Rights of the relevant tranche will automatically lapse at that time.

(e) Lapsing Otherwise

If the holder (or the effective holder where a nominee has been appointed) of the Performance Right’s engagement with the Company (or one of its subsidiaries) is terminated for whatever reason, any unvested Performance Rights held by that relevant holder will automatically lapse.

(f) Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.

(g)

Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

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(h) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(i) Timing of issue of Shares on conversion

Within 5 business days after date that the Performance Rights are converted, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the Official List of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

If a notice delivered under (i)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(j) Transfer of Performance Rights

The Performance Rights are not transferable.

(k) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues without exercising the Performance Right.

(l) Reorganisation of capital

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act 2001 (Cth) at the time of reorganisation.

(m)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to the Company’s existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment) no changes will be made to the Performance Rights.

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(n) Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(o) Change in control

Subject to paragraph (p), upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
(A) having received acceptances for not less than 50% of the Company’s Shares on issue; and
(B) having been declared unconditional by the bidder; or
(ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

the Performance Rights shall automatically convert into Shares, provided that if the number of Shares that would be issued upon such conversion is greater than 10% of the Company’s Shares on issue as at the date of conversion, then that number of Performance Rights that is equal to 10% of the Company’s Shares on issue as at the date of conversion under this paragraph will automatically convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Rights then on issue as well as on a pro rata basis for each holder of Performance Rights. Performance Rights that are not converted into Shares under this paragraph will continue to be held by the holders on the same terms and conditions.

(p) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (n) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

(i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
(ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (p)(i) within seven (7) days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

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(q) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(r) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(s) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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SCHEDULE 2 – VALUATION OF THE PERFORMANCE RIGHTS

The Performance Rights to be issued pursuant to Resolutions 14 - 16 have been independently valued .

Using Monte Carlo simulation methodology and based on the assumptions set out below, the Performance Rights were ascribed the following value:

	Tranche A Performance	Tranche B Performance	Tranche C
	Rights	Rights	Performance Rights
Methodology	Monte Carlo	Monte Carlo	Monte Carlo

Grant date	9 December 2021	9 December 2021	9 December 2021

Expiry date	30 June 2025	30 June 2025	30 June 2025

Share price at grant date ($)	0.028	0.028	0.028

Exercise price ($)	nil	nil	nil

VWAP hurdle	0.04	0.05	0.06

Risk-free rate (%)	1.3794	1.3794	1.3794

Volatility (%)	110	110	110

Fair value per Performance Right	0.0265	0.0258	0.0251
($)
Recipients	Bob Affleck	Bob Affleck	Bob Affleck
	Mark Freeman	Mark Freeman	Mark Freeman
	Peter Wall	Peter Wall	Peter Wall
Number	16,666,667	16,666,667	16,666,667
Total undiscounted fair value ($)	442,418	430,518	417,596

This valuation is not necessarily the market price that the Performance Rights could be traded at and is not automatically the market price for taxation purposes.

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SCHEDULE 3 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS AND OPTIONS PLAN

The material terms and conditions of the Performance Rights and Options Plan ( Plan ) are as follows:

(a) Eligibility : Participants in the Plan may be:
(i) a Director (whether executive or non-executive) of the Company and any Associated Body Corporate of the Company (each, a Group Company );
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Options or Performance Rights (Awards) under the Plan (Eligible Participant).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.
(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(d) Issue price: Performance Rights granted under the Plan will be issued for nil cash consideration. Unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration.
(e) Exercise price : The Board may determine the Option exercise price (if any) for an Option offered under that Offer in its absolute discretion. To the extent the Listing Rules specify or require a minimum price, the Option exercise price must not be less than any minimum price specified in the Listing Rules.
(f) Vesting conditions: An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards ( Vesting Conditions ).
(g) Vesting : The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards

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have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:

(i) special circumstances arising in relation to a Relevant Person in respect of those Awards, being:
(A) a Relevant Person ceasing to be an Eligible Participant due to:
- (I) death or total or permanent disability of a Relevant Person; or
- (II) retirement or redundancy of a Relevant Person;
(B) a Relevant Person suffering severe financial hardship;
(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant offer made to and accepted by the Participant; or
(D) any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant,

( Special Circumstances ), or

(ii)

a change of control occurring; or

(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(h) Lapse of an Award : An Award will lapse upon the earlier to occur of:
(i) an unauthorised dealing, or hedging of, the Award occurring;
(ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (g) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iii) in respect of unvested Awards only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (g) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Awards only, a Relevant Person ceases to be an Eligible Participant and the Award granted in respect of that Relevant Person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;
(v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

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(vi) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award; and
(vii) the expiry date of the Award.
(i) Not transferrable : Subject to the Listing Rules, Awards are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
(j) Shares : Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue.
(k) Sale restrictions : The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Awards ( Restriction Period ). In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period.
(l) Quotation of Shares: If Shares of the same class as those issued under the Plan are quoted on the ASX, the Company will, subject to the Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 5 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the Shares ends.
(m) No participation rights : There are no participation rights or entitlements inherent in the Awards and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards without exercising the Award.
(n) Change in exercise price of number of underlying securities: An Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.
(o) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reorganisation.
(p) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Award granted under the Plan including giving any amendment retrospective effect.

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SCHEDULE 4 – TERMS AND CONDITIONS OF BROKER OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.10 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 October 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

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

(f) Exercise Date

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

(g)

Timing of issue of Shares on exercise

Appendix 8A Within five Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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

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

(h) Shares issued on exercise

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

(i) Reconstruction of capital

ASX LR 6.16 If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

ASX LR 6.19/20 There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

ASX LR 6.21 An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

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

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SCHEDULE 5 – SUMMARY OF WARRIOR PROJECT AGREEMENT

The Company and C&R have entered into an acquisition agreement for a tenement package that includes one granted exploration licence and three exploration licence applications known as Calingiri East, Calingiri West, Bindi Bindi and Wubin ( Warrior Project ) on the following terms and conditions:

Consideration	C&R agrees to transfer its interests in the Warrior Project for the consideration agreed and following Ministerial consent being obtained. At Settlement, which will occur after the first two tenements are transferred to the Company, the Company will pay $300,000 in cash and 40,000,000 fully paid ordinary shares at settlement to C&R. Following the transfer of all four tenements to the Company, the Company will issue an additional 10,000,000 shares to C&R.
Royalty	On the transfer of all four tenements, the Company will grant C&R a 1% Net Smelter Royalty on all minerals produced from the tenements.
Performance Milestone	On the Company achieving a mineralised drill intersection on one of the Warrior Project tenements of at least 10 meters of 2% nickel equivalent or better, the Company will grant to C&R a milestone payment of $200,000.

Consideration

C&R agrees to transfer its interests in the Warrior Project for the consideration
agreed and following Ministerial consent being obtained.
At Settlement, which will occur after the first two tenements are transferred to the
Company, the Company will pay $300,000 in cash and 40,000,000 fully paid
ordinary shares at settlement to C&R. Following the transfer of all four tenements to
the Company, the Company will issue an additional 10,000,000 shares to C&R.

Royalty

On the transfer of all four tenements, the Company will grant C&R a 1% Net Smelter
Royalty on all minerals produced from the tenements.

Performance
Milestone

On the Company achieving a mineralised drill intersection on one of the Warrior
Project tenements of at least 10 meters of 2% nickel equivalent or better, the
Company will grant to C&R a milestone payment of $200,000.

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SCHEDULE 6 – SUMMARY OF S3 SERVICES AGREEMENT

The Company and S3 Consortium have entered into a services agreement on the following terms and conditions:

Services	The Company has engaged S3 Consortium to provide consulting services regarding digital marketing and sponsored content.
Term	(a) The Agreement commenced on 30 March 2021 for a term of 12 months. The agreement shall terminate 3 calendar months after the end of the 12-month contract period, irrespective of whether all Services have been completed. (b) Where the Services have not been delivered within the 12-month contract period due to the Company not having or providing news flow or not approving such articles as have been prepared by the Company, the Company may extend the contract delivery date by up to three months maximum to allow for fulfilment of the agreement.
Renumeration	In exchange for the services provided, the Company agreed to pay to S3 Consortium $207,000 (contract value plus GST) to be paid via the issue of 3,000,000 shares by the Company to S3 Consortium.
Intellectual Property	(a) The Company grants to the S3 Consortium a royalty free licence to use and publish the Company’s intellectual property for the purposes of performing the Services. (b) All intellectual property created by S3 Consortium in the provision of the Services belongs absolutely to and vests on creation in S3 Consortium. (c) For this purpose, “intellectual property” includes: (i) all registered trademarks owned or used under licence agreement from time to time; (ii) all copyrights, other registered or unregistered trademarks or services marks, trade names, brand names, indications of source or appellations of origin, registered designs or commercial names or designations; (iii) all patents registered or unregistered; (iv) any other rights which result from the intellectual activity in the industrial, commercial or agricultural fields and whether dealing with manufactured or natural products; and (v) any invention, discovery, trade secret, recipe, know-how, computer software, confidential, scientific, technical or product information.
Termination	The agreement may be terminated by either party: (a) in the event that the other party is in default of a term of this Agreement and that party fails to remedy the default within 14 days of being given notice of the alleged default; or (b) immediately if the other party is declared bankrupt, suffers an insolvency event or enters into a deed of arrangement with its creditors; or (c) by giving not less than 45 days written notice of termination. If the agreement is terminated prior to completion of provision of the Services, the S3 Consortium shall be entitled on a pro-rata basis for payment for so much of the Services as shall have been completed at the date of termination together with any costs or third-party expenses reasonably incurred by the S3 Consortium in anticipation of completion of the Services.

The S3 Services Agreement otherwise contains provisions considered standard for an agreement of its nature.

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SCHEDULE 7 – SUMMARY OF BROAD ARROW OPTION AGREEMENT

The Company and Broad Arrow Holdings (WA) Pty Ltd ( Vendor ) have entered into an agreement whereby the Company has been granted a 12-month option to acquire 100% of the tenements owned by Broad Arrow on the following terms and conditions:

Option	(a) By execution of this Agreement, the Vendor irrevocably grants to the Company an exclusive option to acquire up to a 100% interest in the Tenements on the terms and conditions set out in this Agreement (Option). (b) the Company has paid the Vendor a fee of $50,000 by way of electronic transfer (Exclusivity Payment) in recognition of the exclusive option to acquire up to 100% interest in the Tenements. (c) In consideration for the grant of the Option, the Company agrees to pay or issue to the Vendor within 5 business days of execution of the Agreement: (i) $160,000 in cash; (ii) $240,000 worth of fully paid ordinary shares in the capital of the Company (Pursuit Shares) issued at a price equal to the 5-day VWAP of the Pursuit Shares as traded on ASX immediately prior to the date when this transaction is announced by the Company to ASX (Issue Price); and (iii) 2,500,000 options to acquire Pursuit Shares exercisable at the Issue Price on or before 3 years from issue. (d) The Option is exercisable by the Company at any time during the period of 12 months from the date of this Agreement (Option Period). (e) the Company may exercise the Option at any time during the Option Period by delivering the Vendor written notice stating that the Company wishes to exercise the Option for either a 100% interest in the Tenements or a 45% interest in the Tenements (Option Exercise Notice). In the event the Company does not deliver the Option Exercise Notice prior to the expiry of the Option Period, the Option will lapse and either Party may terminate this Agreement by written notice to the other Party, following which the agreement constituted by this Agreement will be at an end and the Parties will be released from their obligations under this Agreement (other than in respect of any breaches that may have occurred prior to termination).
Consideration	(a) Subject to the terms and conditions of this Agreement, the Company agrees to pay the following to the Vendor (or its nominee) in consideration for the Acquisition (Consideration): (i) $375,000, to be satisfied through the issue of the Company Shares at the Issue Price and paid within 14 days of election, if the Company proceeds with the Sale Assets on a 100% ownership basis; or (ii) $175,000, to be satisfied through the issue of Pursuit Shares at the Issue Price and paid within 14 days of election, if the Company proceeds with the Sale Assets on a 45% ownership basis.
Conditions Precedent	Completion of the Acquisition (Completion) is conditional upon the satisfaction (or waiver by the Company) of the following conditions precedent: (a) Regulatory approvals: the Parties obtaining all necessary regulatory approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law to allow the Parties to lawfully complete the matters set out in this Agreement; (b) Shareholder approval: the Company obtaining the Shareholder approval;

Option

(a)
By execution of this Agreement, the Vendor irrevocably grants to the
Company an exclusive option to acquire up to a 100% interest in the
Tenements on the terms and conditions set out in this Agreement
(Option).
(b)
the Company has paid the Vendor a fee of $50,000 by way of electronic
transfer (Exclusivity Payment) in recognition of the exclusive option to
acquire up to 100% interest in the Tenements.
(c)
In consideration for the grant of the Option, the Company agrees to pay
or issue to the Vendor within 5 business days of execution of the
Agreement:
(i)
$160,000 in cash;
(ii)
$240,000 worth of fully paid ordinary shares in the capital of the
Company (Pursuit Shares) issued at a price equal to the 5-day
VWAP of the Pursuit Shares as traded on ASX immediately prior
to the date when this transaction is announced by the
Company to ASX (Issue Price); and
(iii)
2,500,000 options to acquire Pursuit Shares exercisable at the
Issue Price on or before 3 years from issue.
(d)
The Option is exercisable by the Company at any time during the period
of 12 months from the date of this Agreement (Option Period).
(e)
the Company may exercise the Option at any time during the Option
Period by delivering the Vendor written notice stating that the Company
wishes to exercise the Option for either a 100% interest in the Tenements
or a 45% interest in the Tenements (Option Exercise Notice).
In the event the Company does not deliver the Option Exercise Notice prior to the
expiry of the Option Period, the Option will lapse and either Party may terminate
this Agreement by written notice to the other Party, following which the agreement
constituted by this Agreement will be at an end and the Parties will be released
from their obligations under this Agreement (other than in respect of any breaches
that may have occurred prior to termination).

Consideration

(a)
Subject to the terms and conditions of this Agreement, the Company
agrees to pay the following to the Vendor (or its nominee) in
consideration for the Acquisition (Consideration):
(i)
$375,000, to be satisfied through the issue of the Company
Shares at the Issue Price and paid within 14 days of election, if
the Company proceeds with the Sale Assets on a 100%
ownership basis; or
(ii)
$175,000, to be satisfied through the issue of Pursuit Shares at
the Issue Price and paid within 14 days of election, if the
Company proceeds with the Sale Assets on a 45% ownership
basis.

Conditions
Precedent

Completion of the Acquisition (Completion) is conditional upon the satisfaction (or
waiver by the Company) of the following conditions precedent:
(a)
Regulatory approvals: the Parties obtaining all necessary regulatory
approvals or waivers pursuant to the ASX Listing Rules, Corporations Act
or any other law to allow the Parties to lawfully complete the matters set
out in this Agreement;
(b)
Shareholder approval: the Company obtaining the Shareholder
approval;

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	(c) Third party approvals: the Parties obtaining all third party approvals and consents, including the consent of the Minister responsible for the Mining Act (if required), necessary to lawfully complete the matters set out in this Agreement; (d) Deeds of assignment and assumption: the Vendor, the Company and, if necessary, under the Third Party Agreements, the relevant third party, executing a deed of assignment and assumption in relation to each Third Party Agreement; and (e) Release: the Vendor obtaining a release of interest from Brimstone Resources (WA) Ltd from this transaction, (together, theConditions Precedent).
Title and Post- Completion Obligations	If the Company acquires 100% of the Sale Assets then: (a) risk in respect of the Sale Assets passes from the Vendor to the Company at Completion; (b) title to the Tenements passes from the Vendor to the Company at Completion; (c) from Completion, the Vendor must promptly pass to the Company all necessary communications or notices from any government authority or third party relating to the Tenements; (d) during the period commencing on the Completion Date and ending on the date on which the Company is the registered holder of all the Tenements: (i) the Vendor grants to the Company the exclusive licence, right and liberty to enter (by its personnel, and with or without vehicles and plant and equipment) the Tenements (to the extent they are granted) for the purposes of carrying out mining operations; and (ii) the Company shall indemnify the Vendor in respect of any loss suffered by the Vendor arising as a result of the Company’s activities on the Tenements under the licence set out in paragraph (i) above. If the Company acquires 45% of the Sale Assets then: (a) risk in respect of the Sale Assets passes to the Company consistent with its 45% ownership; (b) title to the Tenements is adjusted to reflect the Company‘s 45% ownership; and (c) the Vendor and the Company’s will execute the Joint Venture Agreement; (d) the Vendor agrees to manage the Tenements.
Post Completion –Exploration Expenditure	In the 12 months following the date of this agreement, the Company must spend a minimum of $150,000 on exploration on the Tenements. Where the Company exercises the Option to acquire 45% of the Sale Assets, it must in the 12 months following Completion spend a minimum of $75,000 on exploration on the Tenements.

(c)
Third party approvals: the Parties obtaining all third party approvals and
consents, including the consent of the Minister responsible for the Mining
Act (if required), necessary to lawfully complete the matters set out in
this Agreement;
(d)
Deeds of assignment and assumption: the Vendor, the Company and, if
necessary, under the Third Party Agreements, the relevant third party,
executing a deed of assignment and assumption in relation to each Third
Party Agreement; and
(e)
Release: the Vendor obtaining a release of interest from Brimstone
Resources (WA) Ltd from this transaction,
(together, theConditions Precedent).

Title
and
Post-
Completion
Obligations

If the Company acquires 100% of the Sale Assets then:
(a)
risk in respect of the Sale Assets passes from the Vendor to the Company
at Completion;
(b)
title to the Tenements passes from the Vendor to the Company at
Completion;
(c)
from Completion, the Vendor must promptly pass to the Company all
necessary communications or notices from any government authority or
third party relating to the Tenements;
(d)
during the period commencing on the Completion Date and ending on
the date on which the Company is the registered holder of all the
Tenements:
(i)
the Vendor grants to the Company the exclusive licence, right
and liberty to enter (by its personnel, and with or without
vehicles and plant and equipment) the Tenements (to the
extent they are granted) for the purposes of carrying out
mining operations; and
(ii)
the Company shall indemnify the Vendor in respect of any loss
suffered by the Vendor arising as a result of the Company’s
activities on the Tenements under the licence set out in
paragraph (i) above.
If the Company acquires 45% of the Sale Assets then:
(a)
risk in respect of the Sale Assets passes to the Company consistent with
its 45% ownership;
(b)
title to the Tenements is adjusted to reflect the Company‘s
45% ownership; and
(c)
the Vendor and the Company’s will execute the Joint Venture
Agreement;
(d)
the Vendor agrees to manage the Tenements.

Post Completion
–Exploration
Expenditure

In the 12 months following the date of this agreement, the Company must spend
a minimum of $150,000 on exploration on the Tenements.
Where the Company exercises the Option to acquire 45% of the Sale Assets, it must
in the 12 months following Completion spend a minimum of $75,000 on exploration
on the Tenements.

The Broad Arrow Option Agreement otherwise contains provisions considered standard for an agreement of its nature.

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SCHEDULE 8 – SUMMARY OF CPS CAPITAL MANDATE

The Company and CPS Capital have entered into a broker mandate on the following terms and conditions:

Services	CPS Capital will assist the Company with its proposed capital raise by placing a minimum of $5,000,000 worth of shares to sophisticated and professional investor clients of CPS Capital at an issue price of $0.069 per share (Placement).
Engagement, timing and allocation policy	The Company agrees to appoint CPS Capital to be Lead Manager and Broker of the Company on an exclusive basis in respect of the Placement. Both CPS Capital and the Company acknowledge that the parties intend to launch the Placement on 30 March 2021.
Fees	In return for services provided under this mandate, CPS Capital will receive: (a) a management fee of 2% plus GST; (b) a placement fee of 4% plus GST; and (c) upon successful completion of the placement, CPS Capital and/or its stipulated nominees will be granted 20,000,000 listed Options in the Company at an exercise price of $0.10 and an expiry date of 31 October 2021. CPS Capital, by negotiation may pay up to 4% plus GST where applicable to AFSL holders or other parties that introduce funds into the capital raising.
Termination	CPS Capital may terminate this Agreement: (a) By 14 days written notice if: (i) the Company commits or allows to be committed a material breach of any of the terms or conditions of this Agreement; or (ii) if any warranty or representation give or made by the Company is not complied with or proves to be untrue in any respect. (b) Immediately by written notice if: (i) the Company becomes insolvent, has a receiver, administrative receiver or manager or administrator appointed over the whole of or any of their assets, enters into any composition with creditors generally or has an order made or resolution passed for it to be wound up; or (ii) if a court makes an administration order with respect to the Company or any composition in satisfaction of its debts of or a scheme of arrangement of the affairs of the Company. This Agreement may be terminated by the Company, by 7 days written notice. In this event, any outstanding expenses will be immediately payable.

The CPS Capital Mandate otherwise contains provisions considered standard for an agreement of its nature.

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SCHEDULE 9 – TERMS AND CONDITIONS OF BROAD ARROW OPTIONS

1. Entitlement

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

2. Exercise Price

Subject to paragraph 3, the amount payable upon exercise of each Option will be $0.0281 ( Exercise Price )

3. Expiry Date

Each Option will expire at 5:00 pm (WST) on or before 23 December 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. Exercise Period

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

5. Notice of Exercise

6. Exercise Date

7. Timing of issue of Shares on exercise

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

(a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company

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must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

8. Shares issued on exercise

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

9. Reconstruction of capital

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

10. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

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PROXY FORM

PURSUIT MINERALS LIMITED ACN 128 806 977 ANNUAL GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00 am (WST), on 22 January 2022 at Suite 4, 246250 Railway Parade, West Leederville, WA 6007, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 14, 15 and 16 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 14, 15 and 16 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Election of Director – Bob Affleck
Resolution 3	Re-Election of Director – Peter Wall
Resolution 4	Approval of 7.1A Mandate
Resolution 5	Ratification of Prior Issue of Shares – Listing Rule 7.1
Resolution 6	Ratification of Prior Issue of Shares – Listing Rule 7.1A
Resolution 7	Ratification of Prior Issue of Options – Listing Rule 7.1
Resolution 8	Ratification of Prior Issue of Shares – Listing Rule 7.1
Resolution 9	Ratification of Prior Issue of Shares – Listing Rule 7.1
Resolution 10	Ratification of Prior Issue of Shares – Listing Rule 7.1
Resolution 11	Ratification of Prior Issue of Shares – Listing Rule 7.1
Resolution 12	Ratification of Prior Issue of Shares and Options – Broad Arrow Option Agreement
Resolution 13	Approval To Issue Shares – Exercise of Broad Arrow Option
Resolution 14	Issue of Incentive Performance Rights to Director – Peter Wall
Resolution 15	Issue of Incentive Performance Rights to Director – Mark Freeman
Resolution 16	Issue of Incentive Performance Rights to Director – Bob Affleck
Resolution 17	Adoption of Incentive Performance Rights and Options Plan

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that

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Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:
Signature of Shareholder(s):
Individual or Shareholder 1	Shareholder 2	Shareholder 3

Sole Director/Company Secretary	Director	Director/Company Secretary
Date:
Contact name:	Contact ph (daytime):
	Consent for contact by e-mail
E-mail address:	in relation to this Proxy Form:		YES	NO

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Instructions for completing Proxy Form

1. Appointing a proxy

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. Direction to vote

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. Compliance with Listing Rule 14.11

In accordance to Listing Rule 14.11, if you hold Shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the Shares, you are required to ensure that the person(s) or entity/entities for which you hold the Shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the Company that you are in compliance with Listing Rule 14.11.

4. Signing instructions :

Individual : Where the holding is in one name, the Shareholder must sign.
Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.
Power of attorney : If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
Companies : Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

5. Attending the Meeting

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

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6. Lodgement of Proxy Form

Proxy forms can be lodged:

(a) by completing and signing the enclosed Proxy Form and returning by:

(i) post to Pursuit Minerals Limited, Suite 4, 246-250, Railway Parade, West Leederville, WA 6007;

(ii) facsimile to the Company on facsimile number +61 8 6500 3275

(iii) hand delivering to Level 2, 267 St Georges Terrace Perth WA 6000; or

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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AI assistant

PURSUIT MINERALS LTD — AGM Information 2021

65626_rns_2021-12-30_9dde091d-06b2-4baf-9819-1b3b18d394d8.pdf

Notice of Annual General Meeting

Directors

Capital Structure

PURSUIT MINERALS LIMITED ACN 128 806 977 NOTICE OF ANNUAL GENERAL MEETING

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

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – BOB AFFLECK

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PETER WALL

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1A

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

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF OPTIONS – LISTING RULE 7.1

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

12. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

13. RESOLUTION 12 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – BROAD ARROW OPTION AGREEMENT

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

14. RESOLUTION 13 – APPROVAL TO ISSUE SHARES – EXERCISE OF BROAD ARROW OPTION

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

15. RESOLUTION 14 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – PETER WALL

16. RESOLUTION 15 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MARK FREEMAN

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

17. RESOLUTION 16 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – BOB AFFLECK

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

18. RESOLUTION 17 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

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

Voting Prohibition Statements

Voting Exclusion Statements

Voting by proxy

Voting in person

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – ELECTION OF DIRECTOR – BOB AFFLECK

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Other material information

3.5 Board recommendation

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PETER WALL

4.1 General

4.2 Qualifications and other material directorships

4.3 Independence

4.4 Board recommendation

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

5.1 General

5.2 Technical information required by Listing Rule 7.1A

(a) Period for which the 7.1A Mandate is valid

(b) Minimum price

(ii)

(c)

Use of funds raised under the 7.1A Mandate

(d) Risk of Economic and Voting Dilution

The table above uses the following assumptions:

(e) Allocation policy under the 7.1A Mandate

(f) Previous approval under Listing Rule 7.1A

Notes:

6. RESOLUTIONS 5 & 6 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULES 7.1 AND 7.1A

6.1 General

6.2 Listing Rules 7.1 and 7.1A

6.3

Listing Rule 7.4

PURSUIT MINERALS LTD AGM Information 2021