16 October 2024

Notice of meeting

Dear Shareholder

Notice is given that a meeting of shareholders will be held at:

Time: 10:00 am (WST)

Date: 15 November 2024

Place: Level 4, 88 William Street Perth WA 6000

(Meeting).

As permitted by the Corporations Act 2001 (Cth), the Company will not be despatching hard copies of the Notice of Meeting (Notice) unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically.

For those shareholders who have provided an email address and elected to receive electronic communications from the Company, an email has been sent to the nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form/voting instruction form.

For those shareholders who have not made such an election, you can access the Meeting Materials online at the Company's website:

https://www.ragnarmetals.com.au/asx-announcements

The Meeting Materials can also be accessed online at the Company's ASX Announcement Platform website:

https://www.asx.com.au/markets/company/rag

If you are unable to access the Meeting Materials online, please contact the Company Secretary by telephone at +61 8 9463 2463 to obtain a hard copy.

If you would like to receive electronic communications from the Company in the future, please update your communication preferences online at:

https://investor.automic.com.au/#/home

Yours sincerely

Jessamyn Lyons Company Secretary RAGNAR METALS

Ragnar Metals Limited ACN 108 560 069

Notice of Annual General Meeting

Notice is given that the Meeting will be held at:

Time: 10.00 am (WST)

Date: 15 November 2024

Place: Level 4 88 William Street PERTH WA 6000

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 7:00pm (Sydney time) on 13 November 2024.

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2024, which includes the Financial Report, the Directors' 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 Annual Report for the financial year ended 30 June 2024."

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

Voting Prohibition Statement:

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

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report;
or (b) a Closely Related Party of such a member.

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

(a) the voter is appointed as a proxy 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.

3. Resolution 2 – Re-election of Director – Ariel (Eddie) King

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

"That, for the purposes of clause 15.2 of the Constitution, and for all other purposes, Mr Ariel (Eddie) King, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. Resolution 3 – Approval of 10% Placement Capacity

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 Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

5. Resolution 4 – Non-executive Directors' remuneration

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

"That, for the purposes of clause 15.8 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the maximum total aggregate amount of fees payable to non-executive Directors by $150,000 per annum to $400,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a Director and any of their associates.

Voting Prohibition: 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
(b) the appointment 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.

6. Resolution 5 – Approval to issue Director Performance Rights to a Related Party – Ariel (Eddie) King

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

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Ariel (Eddie) King (or his nominee(s)) 6,000,000 Director Performance Rights on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 (being a Director of the Company and any of their respective associates) who is eligible to participate in the Ragnar Metals Equity Incentive Plan, or any associates of those persons.

Voting Prohibition Statement: In accordance with section 224 of the Corporations Act, a vote on this Resolution may 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 be given or any of their associates (Restricted Party). However, a Restricted Party may cast a vote on the Resolution as a proxy if they are appointed as a proxy by writing that specifies the way the proxy is to vote and the vote is not cast on behalf of any Restricted Party.

In addition, 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.

However, provided the Chair is not a Restricted Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment 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.

7. Resolution 6 – Approval to issue Director Performance Rights to a Related Party – Steven Formica

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

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Steven Formica (or his nominee(s)) 6,000,000 Director Performance Rights on the terms and conditions set out in the Explanatory Statement."

In addition, 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.

However, provided the Chair is not a Restricted Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment 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.

8. Resolution 7 – Approval to issue Director Performance Rights to a Related Party – David Wheeler

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

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to David Wheeler (or his nominee/s) 2,000,000 Performance Rights on the terms and conditions set out in the Explanatory Statement."

In addition, 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.

However, provided the Chair is not a Restricted Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment 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.

9. Resolution 8 – Issue of New Options under the Priority Offer

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 94,791,065 New Options to participants in the Priority Offer on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the issue, 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 shares in the Company), or any associates of those persons.

10. Resolution 9 – Approval to Issue New Options to Related Party under the Priority Offer – Steve Formica

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

"That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given for the Company to issue up to 3,422,621 New Options to Steve Formica (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Steve Formica or his nominee(s), or any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

11. Resolution 10 – Approval to Issue New Options to Related Party under the Priority Offer – Ariel (Eddie) King

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

"That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given for the issue of up to 950,000 New Options to Ariel (Eddie) King or his nominee(s) on the terms and conditions set out in the Explanatory Statement ."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Ariel (Eddie) King or his nominee(s), or any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

12. Resolution 11 – Approval to Issue New Options to Related Party under the Priority Offer – David Wheeler

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

"That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given for the issue of up to 250,000 New Options to David Wheeler or his nominee(s) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of David Wheeler or his nominee(s), or any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

Dated: 14 October 2024

By order of the Board

Jessamyn Lyons Company Secretary

Voting exclusion statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
- (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting in person

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

Voting by proxy

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

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

(a) each Shareholder has a right to appoint a proxy;
(b) the proxy need not be a Shareholder of the Company; and
(c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the 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 changes to the Corporations Act made in 2011 mean that:

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9463 2463.

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. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at www.ragnarmetals.com.au.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

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

The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company's future remuneration policies and practices.

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.

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 – Re-election of Director – Ariel (Eddie) King

3.1 General

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

Mr Ariel (Eddie) King, who has served as a director since 10 February 2017 and was last elected at the 2021 AGM on 5 November 2021, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

3.3 Mr King holds a Bachelor of Commerce (Investment and Corporate Finance) and a Bachelor of Engineering (Mining Systems) from the University of Western Australia. Mr King is a director of CPS Capital Group, one of Australia's most active stockbroking and corporate advisory firms specialising in small to medium-high-growth companies. Mr King's previous experience includes being a manager for an investment banking firm, where he specialised in the technical and financial analysis of bulk commodity and other resource projects for investment and acquisition.

Mr King also acts as a director of Bindi Metals Limited (ASX: BIM), Great Northern Minerals Limited (ASX: GNM), M3 Mining Limited (ASX: M3M), Noble Helium Limited (ASX: NHE), Eastern Resources Limited (ASX: EFE), Queensland Pacific Metals Limited (ASX: QPM), and Rubix Resources Limited (ASX: RB6). He was a former director of Six Sigma Metals Limited (ASX: SI6), Aston Minerals Limited (formerly known as European Cobalt Limited) (ASX: ASO), ECS Botanics Holdings Limited (formerly known as Axxis Technology Group) (ASX: ECS), Sultan Resources Limited (ASX: SLZ), Bowen Coking Coal Limited (ASX: BCB) and Lindian Resources Limited (ASX: LIN).

3.4 Independence

Mr King is an executive director and therefore is not an independent director.

3.5 Board recommendation

The Board supports the re-election of Mr King and recommends that Shareholders vote in favour of Resolution 2.

4. Resolution 3 – Approval of 10% Placement Capacity

4.1 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.

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%.

An "eligible entity" means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less at the date of the Meeting. The Company is an eligible entity for these purposes as at the Disclosure Date (473,980,966 Shares at a Share price of $0.018 being a market capitalisation of $8,531,657.39).

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval (Additional Issuance Capacity).

If Resolution 3 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Board considers it is in the Company's best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 3. The Board unanimously recommend that Shareholders vote in favour of Resolution 3.

The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.

4.2 Description of ASX Listing Rule 7.1A

(a) Securities which may be issued under the Additional Issuance Capacity

Under the Additional Issuance Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the Disclosure Date, the Company has on issue two classes of quoted Equity Securities, being fully paid ordinary shares (ASX Code: RAG) and options exercisable at $0.03 each on or before 30 September 2024 (ASX Code: RAGO).

(b) Minimum issue price

The issue price of each Equity Security issued under the Additional Issuance Capacity must be no less than 75% of the volume weighted average price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:

(i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or
(ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.

(c) Period for which approval will be valid

Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting; or
(ii) the time and date of the Company's next annual general meeting;
(iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval.

(Additional Issuance Period).

(d) Dilution risks

If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

(i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 3 is approved); and

(ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, as at the Disclosure Date.

The table also shows:

(i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as the Disclosure Date. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at the Disclosure Date.

Number of Shares onIssue (Variable 'A' in	Dilution
ASX Listing Rule7.1A2)*	Issue Price(per Share)	$0.009(50% decrease)	$0.018Issue Price	$0.027(50% increase)
473,980,966	Shares issued	47,398,096	47,398,096	47,398,096
(Current Variable A)	Funds Raised	$426,583	$853,166	$1,279,749
710,971,449	Shares issued	71,097,144	71,097,144	71,097,144
(50% increase)	Funds Raised	$639,874	$1,279,749	$1,919,623
947,961,932	Shares issued	94,796,193	94,796,193	94,796,193
(100% increase)	Funds Raised	$853,166	$1,706,331	$2,559,497

*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 pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. As at the Disclosure Date there are 473,980,966 Shares on issue.
1. The issue price set out above is the closing price of the Shares on the ASX on the Disclosure Date.
1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
1. The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
1. 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.
1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
1. 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%.

(e) Purpose of issue under Additional Issuance Capacity

The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:

(i) general working capital expenses;

(ii) activities associated with its current assets;
(iii) repayment of debt; or
(iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

The Company will comply with the disclosure required by ASX Listing Rule 7.1A.4 on issue of any Equity Securities issued pursuant to the approval sought by Resolution 3.

(f) Allocation policy under Additional Issuance Capacity

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

(i) prevailing market conditions;
(ii) the purpose for the issue of the Equity Securities;
(iii) the financial situation and solvency of the Company;
(iv) impacts of the placement on control;
(v) other methods of raising capital; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company.

(g) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 15 November 2023 (Previous Approval).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

4.3 Voting exclusion

At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.

5. Resolution 4 – Non-executive Directors' remuneration

5.1 General

The maximum aggregate amount of remuneration that may be paid to directors (excluding remuneration paid to executive directors) is currently set at $250,000.

This amount includes superannuation contributions made by the Company for the benefit of nonexecutive directors and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine "special exertion" fees paid in accordance with the Constitution, or securities issued to a non-executive director under ASX Listing Rule 10.11 or 10.14 with approval of Shareholders.

Pursuant to ASX Listing Rule 10.17 and clauses 15.7 and 15.8 of the Constitution, the amount may only be increased with the approval of shareholders.

The total amount of directors' fees paid to non-executive directors has been lower than the current limit of $250,000, but the Board considers it would be prudent to increase the limit at this time to ensure that the Company:

(a) maintains its capacity to remunerate both existing and any new non-executive directors joining the Board;
(b) remunerates its non-executive directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates; and
(c) has the ability to attract and retain non-executive directors whose skills and qualifications are appropriate for a company of the size and nature of the Company.

5.2 ASX Listing Rule 10.17

ASX Listing Rule 10.17 provides that a listed entity must not increase the total aggregate amount of directors' fees payable to non-executive directors without the approval of ordinary securityholders.

5.3 Consequences of approving the Resolution

If the Resolution is approved, the maximum aggregate fees payable to non-executive directors will be $400,000 per annum. The Company will have capacity to pay non-executive director fees up to this increased amount.

5.4 Consequences of not approving the Resolution

If the Resolution is not approved, the Company will not be able to pay non-executive directors fees in aggregate more than $250,000 per annum. Currently there are only two non-executive directors and the total amount of non-executive directors' fees is less than this amount. If the Resolution is not approved, the Company would be constrained in its capacity to pay any new non-executive directors appointed and/or to increase non-executive directors' fees in line with market expectations by the lower limit of $250,000.

5.5 Technical information required by ASX Listing Rule 10.17

The following information is disclosed in accordance with the requirements of ASX Listing Rule 10.17.

(a) The amount of the increase in the maximum aggregate amount of directors fees that may be paid to all of the Company's non-executive directors is $150,000.
(b) The maximum aggregate amount of directors fees that may be paid to all of the Company's non-executive directors will be, subject to Shareholder approval of Resolution 4, $400,000 per annum.
(c) Details of all securities issued to each of the non-executive directors with shareholder approval under either ASX Listing Rule 10.11 and ASX Listing Rule 10.14 at any time in the three years preceding the Meeting are as follows:
- (i) Mr Ariel (Eddie) King (or his nominee/s):
  - (A) 5,000,000 options exercisable at $0.03 each on or before 29 November 2027, approved by Shareholders under Listing Rule 10.11 at the 2023 AGM;
(B) 4,000,000 Performance Rights expiring 21 November 2025 (divided into 2,000,000 Class A vesting on a 20 day VWAP of $0.07 and 2,000,000 Class B vesting on a 20 day VWAP of $0.10), approved by Shareholders under Listing Rule 10.14 at the 2022 AGM;
(C) 4,000,000 options exercisable at $0.0564 each on or before 4 November 2024, approved by Shareholders under Listing Rule 10.11 at the 2021 AGM;
(ii) Mr Steve Formica (or his nominee/s):
- (A) 5,000,000 options exercisable at $0.03 each on or before 29 November 2027, approved by Shareholders under Listing Rule 10.11 at the 2023 AGM;
- (B) 4,000,000 Performance Rights expiring 21 November 2025 (divided into 2,000,000 Class A vesting on a 20 day VWAP of $0.07 and 2,000,000 Class B vesting on a 20 day VWAP of $0.10), approved by Shareholders under Listing Rule 10.14 at the 2022 AGM; and
- (C) 4,000,000 options exercisable at $0.0564 each on or before 4 November 2024, approved by Shareholders under Listing Rule 10.11 at the 2021 AGM; and
(iii) Mr David Wheeler (or his nominee/s):
- (A) 3,000,000 options exercisable at $0.03 each on or before 29 November 2027, approved by Shareholders under Listing Rule 10.11 at the 2023 AGM;
- (B) 1,500,000 Performance Rights expiring 21 November 2025 (divided into 750,000 Class A vesting on a 20 day VWAP of $0.07 and 750,000 Class B vesting on a 20 day VWAP of $0.10), approved by Shareholders under Listing Rule 10.14 at the 2022 AGM; and
- (C) 1,500,000 options exercisable at $0.0564 each on or before 4 November 2024, approved by Shareholders under Listing Rule 10.11 at the 2021 AGM.

6. Resolutions 5 to 7 – Issue of Performance Rights to Related Parties

6.1 General

Resolutions 5 to 7 seek Shareholder approval for the issue of a total of 14,000,000 Performance Rights to the directors of the Company, Ariel (Eddie) King, Steve Formica, and David Wheeler (or their respective nominees) (together the Directors) (Director Performance Rights) pursuant to the Equity Incentive Plan.

It is proposed that the Directors (or their respective nominee/s) will be issued Director Performance Rights as follows:

(a) Ariel (Eddie) King (or his nominee/s) 6,000,000 Director Performance Rights;
(b) Steve Formica (or his nominee/s) 6,000,000 Director Performance Rights; and
(c) David Wheeler (or his nominee/s) 2,000,000 Director Performance Rights.

The Director Performance Rights will be divided equally into two classes with different vesting conditions and expiry dates, Class C and Class D each with a vesting date 3 years after the date of grant.

Each Director will receive 50% Class C Director Performance Rights and 50% Class D Director Performance Rights. The vesting conditions are based on the Company's Shares achieving a 20 day VWAP on ASX of $0.03 (for the Class C Director Performance Rights), and $0.04 (for the Class D Director Performance Rights). These vesting hurdle prices represent an increase to the Share price at the time the Director Performance Rights were valued for the purposes of this Notice (see Section 6.8(d)) ($0.019) of approximately 57.9% for the Class C Director Performance Rights, and approximately 111% for the Class D Director Performance Rights. The vesting conditions are set out in full in the terms and conditions of the Director Performance Rights set out in Schedule 2.

Resolutions 5 to 7 inclusive are ordinary resolutions and are not conditional on each of them being passed.

6.2 Chapter 2E of the Corporations Act

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,

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 Director Performance Rights constitutes the giving of a financial benefit. Each of the proposed grantees of the Director Performance Rights is a related party of the Company by reason of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm's length, or are less favourable than those terms.

Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party's circumstances (including responsibilities involved in the office or employment).

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is required in respect of the issue of the Director Performance Rights to the Directors.

Section 195 of the Corporations Act provides that a director of a public company must not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered. The Directors do not have a material personal interest in these Resolutions, other than the Resolution to issue Director Performance Rights to himself. However, in the interests of good corporate practice consistent with ASIC Regulatory Guide 76 (Table 2) for directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest, the Directors have not considered whether an exception set out in sections 210 to 216 of the Corporations Act applies to these Resolutions, and as it is proposed that Director Performance Rights be issued to all Directors, they are unable to form a quorum at Board level to make a determination on whether an exception set out in sections 210 to 216 of the Corporations Act applies to these Resolutions. Therefore, the Board has determined in accordance with section 195(4) of the Corporations Act to seek Shareholder approval for the issue of the Director Performance Rights.

6.3 ASX Listing Rule 10.14

ASX Listing Rule 10.11 provides that a listed company must not issue equity securities without prior shareholder approval to a related party or an associate of a related party, or to various other categories of shareholder having a relationship of influence with the Company. ASX Listing Rule 10.12 Exception 8 makes an exception from ASX Listing Rule 10.11 for issues of equity securities to related parties who participate in the issue of securities under an employee incentive scheme with shareholder approval.

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

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

unless it obtains the approval of its shareholders.

As the issue of the Director Performance Rights constitutes the issue of equity securities to directors of the Company, Shareholder approval pursuant to ASX Listing Rule 10.14 is required.

The Company therefore seeks the required Shareholder approval for the issue of the Director Performance Rights under and for the purposes of Listing Rule 10.14. There is a separate Resolution in respect of the issue of Director Performance Rights to each individual Director.

6.4 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period (Placement Capacity).

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Director Performance Rights if approval is obtained under ASX Listing Rule 10.14. Accordingly, the issue of Director Performance Rights to each of the Directors, if approved, will not be included in the use of the Company's Placement Capacity pursuant to ASX Listing Rule 7.1.

6.5 Effect of the Resolutions

The effect of Resolutions 5 to 7 will be to allow the Company to issue the Director Performance Rights to the Director the subject of each Resolution that is passed.

If any or all of Resolutions 5 to 7 are not passed, the Company will not be able to proceed with the issue of Director Performance Rights to any proposed recipient of the Director Performance Rights in respect of whom the relevant Resolution has not been passed. In that case, the Company may have to consider alternatives in respect of the relevant Director's remuneration, which may include increasing his cash remuneration.

Resolutions 5 to 7 inclusive are ordinary resolutions. The Resolutions are not inter-conditional.

6.6 Board Recommendation

Given the material personal interest of each other Director in the Resolution expressly relevant to him, and in the interests of good corporate practice consistent with ASIC Regulatory Guide 76 (Table 2) for directors to avoid making a recommendation on resolutions about each other's remuneration (as there may be a conflict of interest), the Directors do not consider it appropriate to give a recommendation on any of Resolutions 5 to 7.

6.7 Technical information required by ASX Listing Rule 10.14

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to the issue of the Director Performance Rights:

(a) the securities will be issued to the Directors as follows:
- (i) 6,000,000 Director Performance Rights (50% Class C and 50% Class D) to Ariel (Eddie) King (or his nominee/s);
- (ii) 6,000,000 Director Performance Rights (50% Class C and 50% Class D) to Steve Formica (or his nominee/s); and
- (iii) 2,000,000 Director Performance Rights (50% Class C and 50% Class D) to David Wheeler (or his nominee/s);
(b) each of Messrs King, Formica and Wheeler is a Director of the Company, bringing each of them within the category set out in Listing Rule 10.14.1;
(c) the maximum number of Director Performance Rights to be issued to each of the Directors is set out in paragraph (a);
(d) the current total annual remuneration package of each of the Directors for the current financial year (1 July 2024 - 30 June 2025), each before the issue of the Director Performance Rights the subject of Resolutions 5 to 7, is as follows:

Salary/Fees	$120,000 per annum
Total	$120,000 per annum
Share based payments	$90,479Mr King (or nominee) was issued with 4,000,000 Performance Rightson 21 November 2022 and 5,000,000 Director Options on 30November 2023. A portion of the value of these Performance Rightsand Options is ascribed to the current financial year. Further detailon the value of these Performance Rights is set out in theCompany's annual report for the financial year ended 30 June 2024,and the value of these Options is set out in the Notice of Meetingreleased on ASX on 16 October 2023
Equity Securities (subject toshareholderapprovalofResolution 5)	6,000,000 Director Performance Rights (50% Class C and 50%Class D)Refer to the valuation of these Options at Section 6.8(d)

(i) Ariel (Eddie) King

(ii) Steve Formica

Salary/Fees	$96,000 per annum
Superannuation	$11,040 per annum
Total	$107,040 per annum
Share based payments	$90,479Mr Formica (or nominee) was issued with 4,000,000 PerformanceRights on 21 November 2022 and 5,000,000 Options on 30November 2023. A portion of the value of these Performance Rights

	and Options is ascribed to the current financial year. Further detailon the value of these Performance Rights is set out in theCompany's annual report for the financial year ended 30 June 2024,and the value of these Options is set out in the Notice of Meetingreleased on ASX on 16 October 2023.
Equity Securities (subject toofshareholderapprovalResolution 6)	6,000,000 Director Performance Rights (50% Class C and 50%Class D)Refer to the valuation of these Options at Section 6.8(d)

(iii) David Wheeler

Salary/Fees	$36,000 per annum
Total	$36,000 per annum
Share based payments	$49,502Mr Wheeler (or nominee) was issued with 1,500,000 PerformanceRights on 21 November 2022 and 3,000,000 Options on 30November 2023. A portion of the value of these Performance Rightsand Options is ascribed to the current financial year. Further detailon the value of these Performance Rights is set out in theCompany's annual report for the financial year ended 30 June 2024,and the value of these Options is set out in the Notice of Meetingreleased on ASX on 16 October 2023
Equity Securities (subject toshareholderapprovalofResolution 7)	2,000,000 Director Performance Rights (50% Class C and 50%Class D)Refer to the valuation of these Options at Section 6.8(d)

(e) the Directors have previously been issued the following Equity Incentives under the Equity Incentive Plan, each for nil cash consideration:
- (i) Ariel (Eddie) King: 4,000,000 Performance Rights (50% Class A and 50% Class B) expiring 21 November 2025 issued on 21 November 2022;
- (ii) Steve Formica: 4,000,000 Performance Rights (50% Class A and 50% Class B) expiring 21 November 2025 issued on 21 November 2022; and
- (iii) David Wheeler: 1,500,000 Performance Rights (50% Class A and 50% Class B) expiring 21 November 2025 issued on 21 November 2022;
(f) the terms and conditions of the Director Performance Rights are set out in Schedule 2. Each Performance Right entitles the holder to acquire a share in the Company subject the fulfilment of the vesting and exercise conditions;
(g) the Director Performance Rights are being offered as an incentive component of each Director's remuneration package. The Company has chosen to seek Shareholder approval for the issue of Performance Rights as part of each Director's remuneration package in order to provide a performance-linked incentive component, and to motivate and reward their performance in the achievement of the vesting conditions within the relevant time periods. This is considered a cost-effective remuneration practice and 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. It is considered reasonable given the vesting conditions will align the interests of each of the Directors with those of

Shareholders;

(h) the total value that the Company attributes to the Director Performance Rights is set out in Section 6.8(d);
(i) the Director Performance Rights will be issued no later than 3 years after the date of the Meeting, and it is intended that the Director Performance Rights will all be granted on the same date;
(j) the Director Performance Rights will be issued at a price of nil cash consideration per Director Performance Right. Accordingly, no capital will be raised from the issue of the Director Performance Rights, as the purpose of the issue is to provide an equity incentive as part of the remuneration package for each of the Directors;
(k) a summary of the material terms of the Equity Incentive Plan is set out at Schedule 1;
(l) no loan will be made in connection with the grant of the Director Performance Rights;
(m) details of any securities issued under the Equity Incentive Plan will be published in the Annual Report relating to any year in which they are issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(n) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Equity Incentive Plan after the Resolution is approved, and who were not named in the Notice, will not participate until approval is obtained under that Rule.

6.8 Technical information required by Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information (in addition to the information provided in Section 6.7) is provided in relation to the issue of the Director Performance Rights the subject of Resolutions 5 to 7:

(a) the Director Performance Rights will be issued to each of the Directors specified in Section 6.7(a);
(b) the nature of the financial benefit being provided is the Director Performance Rights. The quantity and terms of the Director Performance Rights are set out in Sections 6.7(a) and 6.7(f);
(c) each Director's interests in the Resolutions and the recommendation or reasons for not giving a recommendation on these Resolutions is set out in Section 6.6;
(d) the value of the Director Performance Rights is set out in the table below. The valuation has been conducted by an external consultant and is based on a Parisian Barrier1 Model and the assumptions set out below.

Class C: Vesting condition: 20 day VWAP of $0.03 per Share

Assumption
Valuation Date	2 September 2024
Exercise price	$0.00
Share price	$0.019
Term (years)	3
Risk free interest rate	3.55%
Volatility (expected)	81%
Indicative Value ($)	$0.0155
(per Director Performance Right)
Quantity	7,000,000
Value ($) (Total)	$108,500

Value ($) (per Director)
Steve Formica	$46,500
Ariel (Eddie) King	$46,500
David Wheeler	$15,500
Total Value	$108,500

Class D – Vesting condition: 20 day VWAP of $0.04 per Share

Assumption
Valuation Date	2 September 2024
Exercise price	$0.00
Share price	$0.019
Term (years)	3
Risk free interest rate	3.55%
Volatility (expected)	81%
Indicative Value ($)	$0.0138
(per Director Performance Right)
Quantity	7,000,000
Value ($) (Total)	$96,600
Value ($) (per Director)
Steve Formica	$41,400
Ariel (Eddie) King	$41,400
David Wheeler	$13,800
Total Value	$96,600

(e) as at the Disclosure Date, the relevant interests in securities of the Company of the Directors are set out below. It is noted that this includes interests in Options expiring on 30 September 2024. As at the Disclosure Date the Directors do not intend to exercise these Options but each will have the ability to subscribe for additional Options equivalent to the quantity of Options expiring under the Priority Offer subject to Shareholder approval of Resolutions 8 to 11 (as applicable) as further described in Sections 7 and 8:

Director	Shares	Options	Performance Rights
Ariel (Eddie) King1	4,750,000	9,950,000	4,000,000
Steve Formica2	20,000,000	12,422,621	4,000,000
David Wheeler3	1,250,000	4,750,000	1,500,000

Notes:

1. Mr King's relevant interests in the securities are held by the following registered holders:
- Ariel (Eddie) King:
  - o 4,125,000 Shares
  - o 825,000 quoted options exercisable at $0.03 each on or before 30 September 2024
- King Corporate Pty Ltd:
  - o 625,000 Shares
  - o 125,000 quoted options exercisable at $0.03 each on or before 30 September 2024
  - o 4,000,000 unquoted options exercisable at $0.0564 each on or before 4 November 2024
  - o 3,500,000 unquoted options exercisable at $0.03 each on or before 29 November 2027
  - o 1,400,000 Class A Performance Rights
  - o 1,400,000 Class B Performance Rights
La Paz Resources Pty Ltd:
- o 1,500,000 unquoted options exercisable at $0.03 each on or before 29 November 2027
- o 600,000 Class A Performance Rights
- o 600,000 Class B Performance Rights
1. Mr Formica's relevant interests in the securities are held by the following registered holders:
- Stevsand Investments Pty Ltd <Steven Formica Family A/C>:
  - o 13,750,000 Shares
  - o 2,172,621 quoted options exercisable at $0.03 each on or before 30 September 2024
  - o 2,000,000 Class A Performance Rights
  - o 2,000,000 Class B Performance Rights
- Formica Investments Pty Ltd <The Formica Family A/C>:
  - o 6,250,000 Shares
  - o 1,250,000 quoted options exercisable at $0.03 each on or before 30 September 2024
  - o 4,000,000 unquoted options exercisable at $0.0564 each on or before 4 November 2024
  - o 5,000,000 unquoted options exercisable at $0.03 each on or before 29 November 2027
1. Mr Wheeler's relevant interests in the securities are held by the following registered holders:
- Pathways Corp Investments Pty Ltd <PC Investment A/C>
  - o 1,250,000 Shares
  - o 250,000 quoted options exercisable at $0.03 each on or before 30 September 2024
  - o 1,500,000 unquoted options exercisable at $0.0564 each on or before 4 November 2024
  - o 3,000,000 unquoted options exercisable at $0.03 each on or before 29 November 2027
  - o 750,000 Class A Performance Rights
  - o 750,000 Class B Performance Rights
(f) the current total annual remuneration package from the Company to the Directors for the financial year ending 30 June 2025 is set out in Section 6.7(d);
(g) if the Director Performance Rights are granted, vest, and are exercised, a total of 14,000,000 Shares would be issued. This would increase the number of Shares on issue from 473,980,966 to 487,980,966 (assuming that no Options are exercised and no other Shares are issued compared to the quantity on issue at the Disclosure Date) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 2.86%, comprising approximately 1.23% by Ariel (Eddie) King, 1.23% by Steve Formica and 0.4% by David Wheeler.
(h) the highest and lowest prices of the Shares on ASX during the 12 months preceding the Disclosure Date and the closing price on the Disclosure Date, are set out below:

	Price	Date
Highest	$0.029	12 October 2023
Lowest	$0.016	24, 27 and 29 May 2024and 13 and 26 June 2024
Last	$0.018	16 September 2024

(i) the Board acknowledges the grant of the Director Performance Rights to each of Messrs Formica and Wheeler, who are non-executive Directors, is contrary to Recommendation 8.2 of The Corporate Governance Principles and Recommendations (4th Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of the Director Performance Rights is reasonable in the circumstances for the reasons set out in paragraph (k);

(j) the primary purpose of the grant of the Director Performance Right is to provide an incentive component in their remuneration package to motivate and reward their performance in their respective roles as Directors;
(k) the Directors consider the grant of the Director Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as:
- (i) the non-cash form of this benefit 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;
- (ii) the grant of the Director Performance Rights will align the interests of the Directors 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 granting the Director Performance Rights upon the terms proposed.

In forming their reasoning and determining the quantity of Director Performance Rights to be granted each Director considered the experience and role of the Directors, the cash remuneration of the Directors, the price of Shares and the current market practices when determining the number of Director Performance Rights to be granted (relative to the prevailing trading price of Shares) and expiry date of those Director Performance Rights; and

(l) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5 to 7.

7. Resolution 8 – Approval for issue of New Options under the Priority Offer

7.1 Background

Pursuant to a prospectus dated 26 June 2023, the Company conducted a non-renounceable entitlement offer of one (1) Share at an issue price of $0.02 per Share for every four (4) Shares held on the record date, together with one free attaching option exercisable at $0.03 each on or before 30 September 2024 (RAGO Options) for every Share issued. A total of 94,796,077 Shares and an equal number of RAGO options were issued. That entitlement offer closed on 27 July 2023 and all the securities offered were issued by 3 August 2024. The RAGO Options were granted official quotation under the ASX ticker code "RAGO".

The RAGO Options expired on 30 September 2024. The RAGO Options were out of the money at the time of their expiry, and a large part of the RAGO Options expired without being exercised.

Subject to Shareholder approval, the Company proposes to issue up to 94,791,065 options exercisable at $0.03 on or before the date two (2) years after the first date of issue in this class (New Options) to all Australian and New Zealand resident holders of RAGO Option (Eligible Participants) on the basis of one (1) New Option for every one (1) RAGO Option held by Eligible Participants on the Expiry Date at an issue price of $0.001 per New Option (Priority Offer).

The Company anticipates lodging a prospectus with ASIC in relation to the Priority Offer prior to the date of the Meeting (Prospectus).

The Directors all had holdings of RAGO Options pursuant to their participation in the 2023 Entitlements Offer and are therefore amongst the Eligible Participants. The number of New Options to be offered includes an aggregate of 4,622,621 New Options to be offered to Directors Eddie King, Steve Formica and David Wheeler (or their nominees) (Related Parties). The participation of the Related Parties in the Priority Offer is subject to separate shareholder approval under Resolutions 9, 10 and 11.

The purpose of the issue of the New Options is to enable the holders of RAGO Options to continue to participate in the ongoing development of the Company.

To the extent that the Priority Offer is not fully subscribed by Eligible Participants, it is proposed that remaining New Options will be placed to unrelated parties of the Company (who are not persons set out in ASX Listing Rule 10.11), at the discretion of the Directors.

7.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 6.4.

The proposed issue of the New Options to Eligible Participants under the Priority Offer (and the placement of New Options to unrelated parties should the Priority Offer not be fully subscribed) does not fit within any of the exceptions from Listing Rule 7.1 set out in Listing Rule 7.2. The number of New Options to be offered exceeds the 15% limit in Listing Rule 7.1 and can therefore only be made with prior Shareholder approval under Listing Rule 7.1.

7.3 Consequences of approving the Resolution

If the Resolution is approved, the Company will be able to conduct the Priority Offer of New Options,

Note that approval of Resolution 8 will enable the Company to make the Priority Offer only to Eligible Participants other than the Related Party Participants, and to unrelated parties who may be offered the shortfall under the Priority Offer. The participation of each of the Related Party Participants in the Priority Offer will require approval of the relevant resolution for each Related Party Participant (Resolutions 9, 10 and 11 set out in Section 8).

7.4 Consequences of not approving the Resolution

If the Resolution is not approved, the Company will not be able to conduct the Priority Offer.

7.5 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of the New Options under Resolution 8:

(a) the New Options will be issued to Eligible Participants and then, to the extent that the Priority Offer is not fully subscribed by Eligible Participants, to unrelated parties of the Company (who are not persons set out in ASX Listing Rule 10.11), at the discretion of the Directors. In accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be 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 those parties and issued more than 1% of the issued capital of the Company;
(b) the maximum number of New Options to be issued is 94,791,065;
(c) the New Options will be issued on the terms and conditions set out in Schedule 3;
(d) the New Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). It is intended that issue of the issue of the New Options to successful subscribers will occur on one date, after the closing date under the Priority Offer prospectus, with the shortfall (if any) to be issued subsequently;
(e) the New Options are to be issued at an issue price of $0.001 per New Option to raise an

aggregate of approximately $94,791.06;

(f) the purpose of the issue is to give the holders of RAGO options an opportunity to make a new investment in securities of the Company;
(g) the funds raised by the issue of the New Options will be applied to working capital to the extent not offset against the costs of the Priority Offer;
(h) the New Options are not being issued under an agreement; and
(i) the New Options are not being issued under or to fund a reverse takeover.

8. Resolutions 9, 10 and 11 – Issue of New Options to Related Parties under the Priority Offer

8.1 General

Resolutions 9, 10 and 11 seek Shareholder approval for the issue of a total of 4,622,621 New Options to the directors of the Company, Steve Formica, Ariel (Eddie) King, and David Wheeler (or their respective nominee/s), who held RAGO Options that expired on 30 September 2024 and who wish to participate in the Priority Offer in proportion to their holdings of expired options. They will participate in the Priority Offer on the same terms and conditions as other holders of expired options who are invited to subscribe.

It is proposed that:

(a) Steve Formica or his nominee(s) will subscriber for and be issued 3,422,621 New Options;
(b) Ariel (Eddie) King or his nominee(s) will subscribe for and be issued 950,000 New Options; and
(c) David Wheeler or his nominee(s) will subscribe for and be issued 250,000 New Options,

(these entities together are referred to as the Related Party Subscribers).

Resolutions 9, 10 and 11 inclusive are ordinary resolutions,

8.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 6.2.

The issue of the New Options to the Related Party Subscribers constitutes giving a financial benefit to related parties. Steve Formica, Eddie King and David Wheeler are each a related party of the Company by reason of being a Director.

The Directors consider (each Director considering in relation to those Resolutions in which it does not have a material personal interest) that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the New Options to the Related Party Subscribers because these Securities are to be offered to them at the same price and in the same ratio and on the same terms and conditions as to all other holders of the RAGO Options that expired on 30 September 2024 and are being issued on arm's length terms.

8.3 ASX Listing Rule 10.11

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

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an associate of a person referred to in (a) to (c) above; or
(e) a person whose relationship with the company or a person referred to in (a) to (d) above is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of the New Options to the Related Party Subscribers the subject of Resolutions 9, 10 and 11 falls within ASX Listing Rule 10.11.1 (as set out in (a) or (d) above) and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of the Company's Shareholders under ASX Listing Rule 10.11.

8.4 Effect of the Resolutions

The effect of Resolutions 9, 10 and 11 will be to allow the Company to issue the New Options to the Related Party Subscribers during the period of one (1) month after the Meeting (or a longer period, if allowed by ASX.

If any or all of these Resolutions are not passed, the Company will not be able to proceed with the issue of the New Options to the Related Party Subscriber for whom Shareholder approval has not been obtained, and the securities that were to be issued to that Related Party Subscriber will be allocated to other unrelated subscribers under the Priority Offer.

8.5 Directors' recommendation

Mr Formica has a material personal interest in Resolution 9, Mr King has material personal interest in Resolution 10, and Mr Wheeler has a personal interest in Resolution 11. The Directors do not consider it appropriate to make a recommendation on how to vote on Resolutions 9, 10 and 11.

8.6 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue of the New Options to the Related Party Subscribers:

(a) the New Options will be issued to the Related Party Subscribers as follows:
- (i) up to 3,422,621 New Options to Steve Formica or his nominee(s);
- (ii) up to 950,000 New Options to Eddie King or his nominee(s);
- (iii) up to 250,000 New Options to David Wheeler or his nominee(s).
(b) Messrs Formica, King and Wheeler are related parties of the Company by reason of being Directors, and fall within ASX Listing Rule 10.11.1. Each of their nominees (if any) would be an associate of a related party, and fall within ASX Listing Rule 10.11.4;
(c) the maximum number of New Options (all on a post-Consolidation basis) to be issued at Settlement to each of the Related Party Subscribers is set out in paragraph (a);
(d) the New Options to be issued to the Related Party Subscribers will be issued on the terms and conditions set out in Schedule 3;
(e) the New Options will be issued to the Related Party Subscribers no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(f) the New Options will be issued to the Related Party Subscribers at the same issue price as all New Options under the Priority Offer ($0.001 per New Option);
(g) the purpose of the issue is to allow the Related Party Subscribers to participate in the Priority Offer on the same terms as unrelated parties and to raise a total of approximately $4,622.62 which will be applied to working capital to the extent not offset against the costs of the Priority Offer; and
(h) the New Options to be issued to the Related Party Subscribers are not being issued under an agreement, nor is the issue intended to remunerate or incentivise Messrs Formica, King or Wheeler.

Glossary

$ means Australian dollars.

Additional Issuance Capacity has the meaning in Section 4.1.

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

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2024.

ASIC means the Australian Securities & Investments Commission.

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

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

Auditor's Report means the auditor's report on the Financial Report.

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 Ragnar Metals Limited (ACN 108 560 069).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Performance Rights means the Performance Rights the subject of Resolutions 5 to 7 on the terms set out in Schedule 2.

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Disclosure Date means 16 September 2024.

Equity Incentive means a Performance Right or an Option as the context requires issued pursuant to the Equity Incentive Plan.

Equity Incentive Plan or Ragnar Metals Equity Incentive Plan means the Ragnar Metals Equity Incentive Plan as summarised in Schedule 1.

Equity Securities means 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.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

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.

New Options means Options on the terms and conditions set out in Schedule 3.

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 performance right granted pursuant to the Equity Incentive Plan to subscribe for a Share upon and subject to terms of the rules of the Plan and the terms of any applicable offer.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's Report.

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.

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

Schedule 1 – Key terms of the Ragnar Metals Equity Incentive Plan

The principal terms of the Ragnar Metals Equity Incentive Plan are summarised below:

(a) Eligibility: Participants in the Plan may be:
- (i) an employee or Director (whether executive or non-executive) of, or any individual who provides services to, the Company and any Associated Body Corporate of the Company (each a Group Company);
- (ii) 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 an Eligible Participant under subparagraph (i); or
- (iii) a person prescribed by the Corporations Regulations for the purposes of section 1100L(1)(a)(iv) of the Corporations Act

who is declared by the Board to be eligible to receive grants of Equity Incentives under the Plan (Eligible Participants).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Equity Incentives, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.
(c) Limit on Offers: The Company must have reasonable grounds to believe, when making an Offer to which the limit on Offers as set out in section 1100V of the Corporations Act applies, that the number of Shares to be received on exercise of Equity Incentives offered under such an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made as covered by section 1100V(1)(b) of the Corporations Act at any time during the 3 year period ending on the day the Offer is made, will not exceed, if the Constitution specifies an issue cap percentage, that percentage, otherwise, the greater of:
- (i) 5% of the total number of Shares on issue at the start of the day the Offer is made; or
- (ii) such other percentage prescribed by the Corporations Regulations for the purposes of section 1100V(2)(b)(iii).
(d) Issue price: Unless the Equity Incentives are Options quoted on the ASX, Equity Incentives issued under the Plan will be issued for nil cash consideration.
(e) Vesting Conditions: An Equity Incentive may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Equity Incentive.
(f) 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 Equity Incentives have been granted under the Plan or their nominee where the Equity Incentives have been granted to the nominee of the Eligible Participant), resolve to waive any of the Vesting Conditions applying to Equity Incentives due to:
- (i) Special Circumstances arising in relation to a Relevant Person in respect of those Equity Incentives; 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.
(g) Lapse: An Equity Incentive will lapse upon the earlier to occur of:
- (i) an unauthorised dealing in, or hedging of, the Equity Incentive;
(ii) a Vesting Condition in relation to the Equity Incentive is not satisfied by its due date, or becomes incapable of satisfaction as determined by the Board in its sole discretion, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Equity Incentive in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Equity Incentives to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iii) in respect of unvested Equity Incentive only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Equity Incentive in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Equity Incentives to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Equity Incentives only, a relevant person ceases to be an Eligible Participant and the Equity Incentive granted in respect of that person is not exercised within one (1) month (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 Equity Incentive lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(vi) in respect of unvested Equity Incentive only, 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 Equity Incentive;
(vii) the expiry date of the Equity Incentive.
(h) Not transferrable: Equity Incentives 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.
(i) Cashless exercise: A Participant may, subject to the terms of any Offer, elect to exercise such vested Options by way of a 'cashless exercise'. Where a Participant makes such an election, rather than the Participant being required to pay the Option Exercise Price for each Option to be exercised, the Company will issue the Participant with a smaller number of Shares on the exercise of the Options representing the difference between the value of the Shares to be issued and the Option Exercise Price. Where the Options are exercised by a 'cashless exercise', the Company will only issue such number of Shares as is determined by the following formula (rounded down to a whole number of Shares):

Number of Options exercised x (Closing Share Price – Option Exercise Price) Closing Share Price

Where Closing Share Price means the closing Share price on the date of receipt by the Company of the exercise notice for the Options.

(j) Shares: Shares resulting from the exercise of the Equity Incentives shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.
(k) Quotation of Shares: If Shares of the same class as those issued upon exercise of Equity Incentives 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 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.
(l) Sale Restrictions: The Board may, in its discretion, determine at any time up until exercise of Equity Incentives, that a restriction period will apply to some or all of the Shares issued to an Eligible

Participant (or their eligible nominee) on exercise of those Equity Incentives up to a maximum of seven (7) years from the grant date of the Equity Incentives. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

(m) No Participation Rights: There are no participating rights or entitlements inherent in the Equity Incentives and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Equity Incentives.
(n) Change in exercise price or number of underlying securities: Unless specified in the offer of the Equity Incentives and subject to compliance with the Listing Rules, an Equity Incentive does not confer the right to a change in exercise price (if any) or the number of underlying Shares over which the Equity Incentive 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 holder of an Equity Incentive 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 Equity Incentive granted under the Plan including giving any amendment retrospective effect.
(q) Trust: The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Equity Incentives, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.
(r) Definitions: Capitalised terms used in the above summary are as defined in the Equity Incentive Plan, including:
- (i) 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.

(ii) Change of Control means:

(A) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in more than 50%of the Company's issued Shares;
(B) a court approves, under section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(C) in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

(iii) Relevant Person means:

(A) in respect of an Eligible Participant, that person; and
(B) in respect of a nominee of an Eligible Participant, that Eligible Participant.

(iv) Special Circumstances means:

(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.

Schedule 2 – Terms and conditions of Director Performance Rights

(a) Plan Rules

Each Director Performance Right is issued subject to the rules of the Ragnar Metals Equity Incentive Plan and otherwise on the following terms and conditions.

(b) Entitlement

Each Director Performance Right entitles the holder to subscribe for one Share upon exercise of the Performance Right.

(c) Grant and exercise price

No cash consideration is payable on the issue of or exercise of a Director Performance Right.

(d) Expiry Date

Unless otherwise determined by the rules of the Ragnar Metals Equity Incentive Plan, each Director Performance Right will expire at 5:00 pm (WST) on that date that is three years from the date of issue (Expiry Date). A Performance Right not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e) Vesting Conditions

The Director Performance Rights will vest upon satisfaction of the following conditions:

(i) Class C: the Volume Weighted Average Price over a period of 20 consecutive Trading Days on which trades in the Company's shares are recorded on ASX (20 day VWAP) being at least $0.03 on or before the date that is 3 years from the date of issue of the Director Performance Rights; and
(ii) Class D: the 20 day VWAP being at least $0.04 on or before the date that is 3 years from the date of issue of the Director Performance Rights,

(each, a Vesting Condition) unless the Vesting Condition/s is/are waived in accordance with the rules of the Plan.

(f) Exercise Period

The Director Performance Rights are exercisable at any time on and from the date upon which the relevant Vesting Condition has been satisfied (or waived in accordance with the rules of the Plan), until the Expiry Date (Exercise Period).

(g) Notice of Exercise

The Director Performance Rights may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Director Performance Rights certificate or otherwise in the rules of the Plan (Notice of Exercise).

(h) Timing of issue of Shares on exercise

Following the date of receipt of a validly issued Notice of Exercise and within the time period specified by the ASX Listing Rules, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise; and
(ii) 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 Director Performance Rights.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act (Cleansing Notice), or, if the Company is unable to issue a Cleansing 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. If a Cleansing Notice 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.

(i) Shares issued on exercise

Shares issued on exercise of the Director Performance Rights rank equally with the then issued Shares of the Company.

(j) Reconstruction of capital

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

(k) Participation in new issues

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

(l) Change in exercise price or number of underlying securities

A Performance Right does not confer a change in the number of underlying securities over which the Performance Right can be exercised.

(m) No voting or dividend rights

A Performance Right does not carry any voting rights or entitle the holder to any dividends.

(n) Rights on winding up

A Performance Right does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Director Performance Rights do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(o) Transferability

A Director Performance Right is not transferable.

Schedule 3 – Terms and Conditions of New Options

(a) Entitlement

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

(b) Exercise price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.03 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date two (2) years after the first date of issue in this class (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 and from the date of issue until 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 Options certificate or otherwise as directed in writing by the Company (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

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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
(ii) 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.

(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

(j) Participation in new issues

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

(k) Change in Exercise Price or number of underlying securities

Subject to paragraph (i), an Option does not confer a 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

An Option is transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Ragnar Metals Limited | ABN 12 108 560 069

Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 13 November 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

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 Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Proxy Voting Form

If you are attending the Meeting in person, please bring this with you for Securityholder registration.

Use your computer or smartphone to appoint a proxy at

https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on 'Meetings'. Use the Holder Number as shown at the top of this Proxy Voting Form.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: WEBSITE:

https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Ragnar Metals Limited, to be held at 10.00am (AWST) on Friday, 15 November 2024 at Level 4, 88 William Street, Perth WA 6000 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your 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 and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.

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, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair, provided that the Chair is not a Restricted Party for purposes of the Resolution.

STEP 2 - Your voting direction Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Re-election of director – Ariel (Eddie) King 3 Approval of 10% Placement Capacity 4 Non-executive Directors' remuneration 5 Approval to issue Director Performance Rights to a Related Party – Ariel (Eddie) King 6 Approval to issue Director Performance Rights to a Related Party – Steven Formica 7 Approval to issue Director Performance Rights to a Related Party – David Wheeler 8 Issue of New Options under the Priority Offer 9 Approval to Issue New Options to Related Party under the Priority Offer – Steve Formica 10 Approval to Issue New Options to Related Party under the Priority Offer – Ariel (Eddie) King 11 Approval to Issue New Options to Related Party under the Priority Offer – David Wheeler

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

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Securityholder 2	Securityholder 3

Sole Director and Sole Company Secretary	Director	Director / Company Secretary
Contact Name:

Email Address:

Contact Daytime Telephone		Date (DD/MM/YY)
		//
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

AI assistant

RAGNAR METALS LIMITED — AGM Information 2024

65660_rns_2024-10-15_2a6094a2-b875-45bd-acb8-f4508b784353.pdf

Notice of meeting

(Meeting).

Notice of Annual General Meeting

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

Agenda

1. Financial Statements and Reports

2. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

3. Resolution 2 – Re-election of Director – Ariel (Eddie) King

4. Resolution 3 – Approval of 10% Placement Capacity

5. Resolution 4 – Non-executive Directors' remuneration

6. Resolution 5 – Approval to issue Director Performance Rights to a Related Party – Ariel (Eddie) King

7. Resolution 6 – Approval to issue Director Performance Rights to a Related Party – Steven Formica

8. Resolution 7 – Approval to issue Director Performance Rights to a Related Party – David Wheeler

9. Resolution 8 – Issue of New Options under the Priority Offer

10. Resolution 9 – Approval to Issue New Options to Related Party under the Priority Offer – Steve Formica

11. Resolution 10 – Approval to Issue New Options to Related Party under the Priority Offer – Ariel (Eddie) King

12. Resolution 11 – Approval to Issue New Options to Related Party under the Priority Offer – David Wheeler

Voting exclusion statements

Voting in person

Voting by proxy

Explanatory Statement

1. Annual Report

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. Resolution 2 – Re-election of Director – Ariel (Eddie) King

3.1 General

3.2 Qualifications and other material directorships

3.4 Independence

3.5 Board recommendation

4. Resolution 3 – Approval of 10% Placement Capacity

4.1 General

4.2 Description of ASX Listing Rule 7.1A

(a) Securities which may be issued under the Additional Issuance Capacity

(b) Minimum issue price

(c) Period for which approval will be valid

(Additional Issuance Period).

(d) Dilution risks

(e) Purpose of issue under Additional Issuance Capacity

(f) Allocation policy under Additional Issuance Capacity

(g) Previous approval under ASX Listing Rule 7.1A

4.3 Voting exclusion

5. Resolution 4 – Non-executive Directors' remuneration

5.1 General

5.2 ASX Listing Rule 10.17

5.3 Consequences of approving the Resolution

5.4 Consequences of not approving the Resolution

5.5 Technical information required by ASX Listing Rule 10.17

6. Resolutions 5 to 7 – Issue of Performance Rights to Related Parties

6.1 General

6.2 Chapter 2E of the Corporations Act

6.3 ASX Listing Rule 10.14

6.4 ASX Listing Rule 7.1

6.5 Effect of the Resolutions

6.6 Board Recommendation

6.7 Technical information required by ASX Listing Rule 10.14

(ii) Steve Formica

(iii) David Wheeler

6.8 Technical information required by Chapter 2E of the Corporations Act

Class C: Vesting condition: 20 day VWAP of $0.03 per Share

Class D – Vesting condition: 20 day VWAP of $0.04 per Share

Notes:

7. Resolution 8 – Approval for issue of New Options under the Priority Offer

7.1 Background

7.2 ASX Listing Rule 7.1

7.3 Consequences of approving the Resolution

7.4 Consequences of not approving the Resolution

7.5 Technical information required by Listing Rule 7.3

8. Resolutions 9, 10 and 11 – Issue of New Options to Related Parties under the Priority Offer

8.1 General

8.2 Chapter 2E of the Corporations Act

8.3 ASX Listing Rule 10.11

8.4 Effect of the Resolutions

8.5 Directors' recommendation

8.6 Technical information required by ASX Listing Rule 10.13

RAGNAR METALS LIMITED AGM Information 2024