RAGUSA MINERALS LTD - Proxy Solicitation & Information Statement 2020

SIV ASSET MANAGEMENT LIMITED [ABN 39 143 194 165]

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

TIME : 11:30am (Melbourne time)

DATE : 24 August 2020

PLACE : By virtual technology

IMPACTS OF COVID-19 ON THE MEETING

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19, in particular in Victoria. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Board at the time of the Notice, the Company intends to conduct the Meeting virtually via Zoom.

Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chair as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice (being 11:30am, 22 August 2020). Instructions for lodging proxies are included on your personalised proxy form.

Arrangements for attendance by Zoom, with the ability to ask questions, can be made by contacting Michael Melamed, a director and the Company Secretary, by email at [email protected] at least two business days before the meeting. Arrangements will be made for direct voting at the virtual Meeting by shareholders, proxies, corporate representatives and holders of powers of attorney.

In addition, the Company is happy to accept and answer questions submitted at least two business days prior to the Meeting by email to [email protected]. The Company reserves the right to not respond to any unreasonable and/or offensive questions at its discretion.

Because the conditions and potential restrictions and other requirements for meetings relating to COVID19 are rapidly changing, if it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice of General Meeting the Company will announce the alternative arrangements to ASX. Shareholders are encouraged to check for announcements at the ASX website www.asx.com.au, search code “SAM”.

This Notice of General Meeting and accompanying Explanatory Memorandum should be read in their entirety.

If shareholders are in doubt as to how they should vote on the Resolutions in the Notice of General Meeting they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of General Meeting and the Explanatory Memorandum please do not hesitate to contact the Company by email to [email protected].

ASX takes no responsibility for the contents of this Notice of General Meeting.

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NOTICE OF GENERAL MEETING SIV ASSET MANAGEMENT LIMITED [ABN 39 143 194 165]

Notice is given that a General Meeting ( Meeting ) of Siv Asset Management Limited [ABN 39 143 194 165] ( Company or SAM ) will be held at 11:30am (Melbourne time) on 24 August 2020 by virtual technology.

Please refer to the note on the front cover of this Notice of General Meeting regarding COVID-19 related restrictions, lodging proxies and/or attending the Meeting by Zoom.

Further details in respect of each of the Resolutions proposed in this Notice of General Meeting ( Notice ) are set out in the Explanatory Memorandum ( Memorandum ) accompanying this Notice. Details of the Resolutions contained in the Memorandum should be read together with, and form part of, this Notice.

Please read this Notice carefully and consider directing your proxy on how to vote on each Resolution by marking the appropriate box on the proxy form included with this Notice.

Shareholders who intend to appoint a proxy (including appointing the Chair as proxy by default) should have regard to the Proxy and Voting Instructions set out on page 10 of this Notice.

IMPORTANT NOTICE

The Transaction (as defined in the Memorandum) requires security holder approval under the ASX Listing Rules and therefore may not proceed if that approval is not forthcoming.

The Company is required to re-comply with ASX’s requirements for admission and quotation and therefore the Transaction may not proceed if these requirements are not met.

ASX has an absolute discretion in deciding whether or not to re-admit the Company to the official list and to quote its securities and therefore the transaction may not proceed if ASX exercises its discretion. Investors should take into account these uncertainties in deciding whether or not to buy or sell the Securities of the Company. ASX takes no responsibility for the content of this Notice.

GENERAL BUSINESS

Each of Resolutions 1 to 4 are required for the Transaction to proceed and are referred to herein as the Acquisition Resolutions . Resolutions 1 to 4 are interdependent. If any of Resolutions 1 to 4 are not passed, the rest of those Resolutions yet to be voted on by shareholders will be withdrawn and any of those Resolutions already passed by shareholders will not be acted upon by the Company.

Resolutions 1 to 4 are not conditional on any of the other Resolutions being passed by shareholders.

All other resolutions will be withdrawn if any of Resolutions 1 to 4 are not passed by shareholders.

RESOLUTION 1: APPROVAL FOR CHANGE OF ACTIVITIES

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

“That, subject to each of the other Acquisition Resolutions being passed, under and for the purposes of ASX Listing Rules and for all other purposes, approval is given for the Company to make a significant change in the nature and scale of its activities, and to issue securities in connection with that significant change in the nature and scale of its activities, as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

a counterparty to the transaction that, of itself or together with one or more other transactions, will result in a significant change to the nature or scale of the Company’s activities; or

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a person who will obtain a material benefit as a result of the proposed issue or as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
any associates of those persons.

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

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 2: APPOINTMENT OF DIRECTOR – JERKO PETER ZUVELA

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

“That, subject to each of the other Acquisition Resolutions being passed, Jerko Peter Zuvela, a person who being eligible and having consented to act, be elected as a director of the Company with effect on and from the date of successful completion of the Company’s acquisition of Balancing Rocks Zim Pty Ltd, as described in the Memorandum which accompanied and formed part of this Notice.”

RESOLUTION 3: APPROVAL FOR CAPITAL RAISING

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

“That, subject to each of the other Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 83,333,333 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share (which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) to raise up to $5 million (before costs) as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any of their associates.

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

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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RESOLUTION 4: AMENDMENT TO CONSTITUTION

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

“That the Constitution of the Company be amended as set out in Annexure D to the Memorandum for all purposes (including sections 136(2) and 246B(2) of the Corporations Act), with effect immediately upon the passing of this Resolution and otherwise as described in the Memorandum which accompanied and formed part of this Notice.”

RESOLUTION 5: CHANGE OF NAME

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

“That, subject to the Company successfully completing the acquisition of Balancing Rocks Zim Pty Ltd, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to “Ragusa Minerals Limited” with effect from when ASIC changes the name of the Company”.

RESOLUTION 6: APPROVAL TO ISSUE OPTIONS

To consider and, if thought fit, to pass 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 50,000,000 options (each with an exercise price of $0.12 (12 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022, subscription price of $0.0001 (0.01 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to unrelated third party advisors (or their nominee(s)) of the Company as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

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

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 7A: APPROVAL TO ISSUE SHARES

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

“That, subject to the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue fully paid ordinary shares to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act upon conversion of existing unsecured convertible notes and accrued interest (at a price per share on conversion which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) as described in the Memorandum which accompanied and formed part of this Notice.”

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A voting exclusion as set out below in this Notice applies to Resolution 7A.

RESOLUTION 7B: APPROVAL TO ISSUE OPTIONS

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

“That, subject to the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue options (each with an exercise price of $0.09 (9 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act upon conversion of existing unsecured convertible notes and accrued interest as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion as set out below in this Notice applies to Resolution 7B.

Voting Exclusion Statement – Resolutions 7A to 7B

The Company will disregard any votes cast in favour of Resolutions 7A to 7B respectively by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any of their associates in respect of Resolutions 7A to 7B separately.

However, this does not apply to a vote cast in favour of Resolution 7A to 7B respectively by:

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 8A: APPROVAL FOR ISSUE OF SHARES TO A RELATED PARTY

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

“That, subject to the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 390,000 fully paid ordinary shares to Cavalier Resources Pty Ltd upon conversion of existing unsecured convertible notes and accrued interest (at a price per share on conversion which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]), as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below in this Notice applies to this Resolution 8A.

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RESOLUTION 8B: APPROVAL FOR ISSUE OF OPTIONS TO A RELATED PARTY

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

“That, subject to the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 390,000 options (each with an exercise price of $0.09 (9 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to Cavalier Resources Pty Ltd upon conversion of existing unsecured convertible notes and accrued interest, as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below in this Notice applies to this Resolution 8B.

Voting Exclusion Statement – Resolutions 8A – 8B

The Company will disregard any votes cast in favour of Resolution 8A or 8B respectively by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) under Resolution 8A or 8B respectively or any of their associates.

However, this does not apply to a vote cast in favour of Resolution 8A or 8B respectively by:

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 9: APPROVAL TO ISSUE SHARES AND OPTIONS ON CONVERSION OF CONVERTIBLE NOTES

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

“That, subject to the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue , shares (at a price per share on conversion which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) and options (each with an exercise price of $0.09 (9 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) upon conversion of up to 143,000 unsecured convertible notes (each with a face value and issue price of $1.00, convertible at $0.06 (6 cents) per share and expiring 12 months from issue) and accrued interest, with such unsecured convertible notes to be issued, or by the Meeting having been issued, to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

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

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 10A: APPROVAL FOR DIRECTOR TO PARTICIPATE IN CAPITAL RAISING – PETER CHAI

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

“That, subject to each of the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for Peter Chai (and/or his nominee(s)) to subscribe for up to 22,906,474 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share (which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below in this Notice applies to this Resolution 10A.

RESOLUTION 10B: APPROVAL FOR DIRECTOR TO PARTICIPATE IN CAPITAL RAISING – MICHAEL MELAMED

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

“That, subject to each of the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for Michael Melamed (and/or his nominee(s)) to subscribe for up to 1,000,000 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share (which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below in this Notice applies to this Resolution 10B.

RESOLUTION 10C: APPROVAL FOR DIRECTOR TO PARTICIPATE IN CAPITAL RAISING – OLAF FREDERICKSON

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

“That, subject to each of the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for Olaf Frederickson (and/or his nominee(s)) to subscribe for up to 1,000,000 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share (which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below in this Notice applies to this Resolution 10C.

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RESOLUTION 10D: APPROVAL FOR RELATED PARTY TO PARTICIPATE IN CAPITAL RAISING – RANKO MATIC

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

“That, subject to each of the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for Ranko Matic (and/or his nominee(s)) to subscribe for up to 1,000,000 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share (which is less than the $0.20 required by ASX Listing Rule 2.1 [Condition 2]) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below in this Notice applies to this Resolution 10D.

Voting Exclusion Statement – Resolutions 10A – 10D

The Company will disregard any votes cast in favour of Resolution 10A to 10D respectively by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) under Resolution 10A to 10D respectively or any of their associates.

However, this does not apply to a vote cast in favour of Resolution 10A to 10D respectively by:

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 11A: APPROVAL TO ISSUE OPTIONS TO A DIRECTOR – PETER CHAI

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

“That, subject to each of the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 500,000 options (each with an exercise price of $0.12 (12 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022, subscription price of $0.0001 (0.01 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to Peter Chai (and/or his nominee(s)) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and voting prohibition as set out below in this Notice applies to this Resolution 11A.

RESOLUTION 11B: APPROVAL TO ISSUE OPTIONS TO A DIRECTOR – OLAF FREDERICKSON

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

“That, subject to each of the Acquisition Resolutions being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 500,000 options (each with an exercise price of $0.12 (12 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022, subscription price of $0.0001 (0.01 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company) to Olaf Frederickson (and/or his nominee(s)) as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and voting prohibition as set out below in this Notice applies to this Resolution 11B.

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Voting Exclusion Statement – Resolutions 11A – 11B

The Company will disregard any votes cast in favour of Resolution 11A and 11B respectively by or on behalf of the person who is the receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) under Resolution 11A and 11B respectively or any of their associates.

However, this does not apply to a vote cast in favour of Resolution 11A and 11B respectively by:

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
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
a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition – Resolutions 11A – 11B

Other than as set out below, a vote on Resolutions 11A and 11B respectively must not be cast as proxy by a member of the key management personnel of the Company, details of whose remuneration are included in the 2019 Remuneration Report or a closely related party of such member ( Restricted Voter ).

A Restricted Voter may cast a vote on Resolutions 11A and 11B respectively as a proxy if either:

the Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this resolution; or
the Restricted Voter is the chair and the written appointment of the chair as proxy:
does not specify the way the proxy is to vote on this resolution; and
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.

Dated: 22 July 2020

By the order of the Board

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Michael Melamed Director and Company Secretary

The accompanying Memorandum and the Proxy and Voting Instructions form part of this Notice.

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PROXY AND VOTING INSTRUCTIONS

PROXY INSTRUCTIONS

A member who is entitled to vote at a meeting may appoint:

one proxy if the member is only entitled to one vote; and
one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged with the Company’s share registry as set out on the proxy form no less than 48 hours before the time for holding the Meeting, or adjourned Meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001 (Cth). A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company.

If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the Meeting ( Chair ) as your proxy.

A proxy form is attached to this Notice.

Except where prohibited to do so, the Chair of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions.

HOW THE CHAIR WILL VOTE UNDIRECTED PROXIES

Subject to the restrictions set out in the Notice the Chair intends to vote all undirected proxies in favour of all of the Resolutions set out in the Notice.

CORPORATE REPRESENTATIVES

Any corporation which is a member of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys.

VOTING ENTITLEMENT

For the purposes of the Corporations Act and Corporations Regulations, shareholders entered on the Company’s Register of Members as at 7:00pm (Melbourne time) on 22 August 2020 are entitled to attend and vote at the virtual meeting. Further details are set out on the front cover of the Notice.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

VOTING RESTRICTIONS ON RESOLUTIONS 11A and 11B

The Remuneration Report identifies key management personnel for the year ended 30 June 2019. Their closely related parties are defined in the Corporations Act 2001 (Cth) and include specified family members, dependents and companies they control.

Directors of the Company who are key management personnel whose remuneration details are included in the 2019 Remuneration Report, any other key management personnel whose remuneration details are included in the 2019 Remuneration Report, or any of their closely related parties, will not be able to vote undirected proxies held by them on Resolutions 11A and 11B provided however that the chair may vote undirected proxies on Resolutions 11A and 11B on behalf of persons eligible to vote where expressly authorised to do so on the proxy form.

SPECIAL RESOLUTIONS

For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution. Resolutions 4 and 5 are special resolutions.

SIV ASSET MANAGEMENT LIMITED [ABN 39 143 194 165] (“SAM” or the “Company”) EXPLANATORY MEMORANDUM

This Explanatory Memorandum ( Memorandum ) accompanies and forms part of the Notice of General Meeting ( Notice ) issued to convene a general meeting ( Meeting ) of the shareholders of the Company to be held at 11:30am (Melbourne time) on 24 August 2020 by virtual technology.

Please refer to the note on the front cover of the Notice of General Meeting regarding COVID-19 related restrictions, lodging proxies and/or attending the Meeting by Zoom.

The Notice incorporates, and should be read together with, this Memorandum.

BUSINESS

Important Note - ASX automatic delisting

As an entity whose securities have been suspended from official quotation on the ASX for more than two years, the ASX policy to remove an entity from the official list who securities have been suspended from quotation for a continuous period of 2 years applies to the Company (refer section 3.3 of Guidance Note 33). This policy came into effect on 3 February 2020 (refer footnote 76 to Guidance Note 33).

ASX has indicated that it may agree to a short extension of this deadline if an entity can demonstrate to the satisfaction of ASX that it is in the final stages of implementing a transaction that will lead to the resumption of trading of the entities securities. The Company has sought and ASX has granted an extension of the time within which the Company can complete the Transaction and not be delisted by ASX until 30 September 2020. ASX has advised no further extension will be granted and accordingly if the Company does not complete the Transaction by 30 September 2020 it will be delisted.

1. Overview of the Transaction

On 2 July 2020, the Company announced that it had entered into a binding but conditional Share Sale Agreement ( SSA ) to acquire Balancing Rocks Zim Pty Ltd, an Australian proprietary company ( BRZ ) that holds an option to acquire Westwood Industrial (Private) Ltd, a Zimbabwean corporation ( Westwood ).

The SSA replaced the binding terms sheet executed by the Company and BRZ on or about 17 April 2019.

The Transaction is proposed to be affected by the Company acquiring all the issued capital of BRZ from the existing equity holders of BRZ (being collectively referred to herein as the BRZ Vendors ).

The acquisition by the Company of BRZ (and the resulting indirect acquisition of Westwood) is referred to in the Notice and this Memorandum as the Transaction .

Westwood holds rights and interests in the Lonely Mine project area located north of Bulawayo, Zimbabwe ( Mining Claims ). The Mining Claims comprise Lonely Mine A [Registration Number 10632BM], Tiberius 14 [Registration Number 33599], Tiberius 32 [Registration Number 35732] and Tiberius 33 [Registration Number 35733], which together form the Lonely Mine Project ( Project ).

The option held by BRZ to acquire Westwood ( Option ) is exercisable for $1.00 and the valid exercise of the Option and acquisition of Westwood by BRZ is a condition precedent to completion of the Transaction. A summary of the terms of the Option are set out in section 2 of this Memorandum.

Further details of the Transaction, the effect of the Transaction on the Company, BRZ and Westwood (including details of the Option and the Project) are set out throughout this Memorandum.

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2. Transaction Terms

Overview of terms of Share Sale Agreement

Below is an overview of the key commercial terms of the Transaction as provided for in the SSA:

Consideration

The aggregate consideration payable by the Company for the acquisition of BRZ comprises:

(a) an issue of 8,333,333 fully paid ordinary shares in the Company ( Consideration Shares
(b) an issue of 6,666,666 milestone shares that convert to fully paid ordinary shares in the Company upon and subject to the announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 20,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne by not later than 18 months from completion of the sale of the Sale Shares ( Milestone 1 Shares ); and
(c) an issue of 6,666,666 milestone shares that convert to fully paid ordinary shares in the Company upon and subject to the announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 100,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne by not later than 36 months from completion of the sale of the Sale Shares ( Milestone 2 Shares ).

Milestone 1 Shares and Milestone 2 Shares are referred to collectively as the Milestone Shares .

Full terms of the Milestone Shares are set out in Annexure A. The terms of the Milestone Shares, including the Applicable Milestones, are subject to any amendments as required by ASX.

In addition to the issue of the Consideration Shares and the Milestone Shares, the Company shall, subject to and on and from completion of the Transaction, appoint Jerko Peter Zuvela as a Director of the Company. The appointment of Jerko Peter Zuvela is the subject of Resolution 2 of the Notice.

Conditions precedent

The Transaction is subject to and conditional upon the satisfaction or waiver of the following conditions on or before 30 September 2020 (or such other date as agreed between the parties):

The Company completing and being reasonably satisfied with the outcome of its due diligence investigations into BRZ, Westwood, the Mining Claims and the Project.
The Mining Claims forming the Project not being withdrawn or revoked by the relevant statutory bodies prior to completion of the Transaction.
BRZ validly exercising the Option and acquiring all the issued share capital of Westwood (and BRZ providing evidence of same to the satisfaction of the Company).
The Company obtaining all necessary board and regulatory approvals and/or waivers including without limitation the Company receiving conditional approval from the ASX to re-admit the Company to the Official List, such approval to be subject to re-compliance with Chapters 1 and 2 of the ASX Listing Rules and such conditions to be reasonably satisfactory to the Company.
The Company obtaining all required shareholder approvals (which are sought in the Notice).
The Company receiving valid applications for a minimum of $4.6 million to be raised by the issue of 76,666,666 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share.

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There not having been any material adverse changes or events occurring prior to completion of the Transaction.

Other material terms

The SSA otherwise contains terms typical for agreements of a similar nature including:

Pending completion of the Transaction, SAM agreeing to fund the costs of keeping the Mining Claims in good standing and to meet outgoings up to a maximum aggregate amount of $50,000. The parties acknowledge and agree that SAM may, at its election, fund costs of any development work on the Mining Claims prior to completion of the Transaction and that such funds are included in the maximum aggregate amount of $50,000 to be funded by SAM.
Warranties and indemnities from the parties including warranties from key BRZ Vendors identified by SAM with respect to BRZ, Westwood, the Mining Claims and the Project. The warranties are underpinned by indemnities from the key BRZ Vendors and are subject to typical qualifications including in respect of qualifications for those matters that have been disclosed.
Provisions relating to confidentiality, default and termination, and dispute resolution.

Vendors of BRZ

Other than Jerko Peter Zuvela, all BRZ Vendors are unrelated to the Company. Details of the BRZ Vendors, the number of BRZ shares they hold and their entitlement on completion of the Transaction to the Consideration Shares, Milestone 1 Shares and Milestone 2 Shares are set out in the table below:

Name	BRZ Shares (% of total)	Consideration Shares	Milestone 1 Shares	Milestone 2 Shares
Jerko Peter Zuvela	250 ordinary shares (25%)	2,083,333	1,666,667	1,666,667
Western Oak Nominees Pty Ltd	125 ordinary shares (12.5%)	1,041,667	833,333	833,333
Manning Oak Nominees Pty Ltd	125 ordinary shares (12.5%)	1,041,667	833,333	833,333
Kushkush Investments Pty Ltd	140 ordinary shares (14%)	1,166,667	933,333	933,333
M&T K Pty Ltd	60 ordinary shares (6%)	500,000	400,000	400,000
Kikceto Pty Ltd	200 ordinary shares (20%)	1,666,667	1,333,333	1,333,333
IBH Capital LLC	100 ordinary shares (10%)	833,333	666,667	666,667
TOTAL	1,000 ordinary shares (100%)	8,333,333	6,666,666	6,666,666

As at the date of the Notice, Kushkush Investments Pty Ltd and M&T K Pty Ltd hold securities in SAM as set out below:

Kushkush Investments Pty Ltd : 609,854 ordinary shares (4.75% of the current, pre-Transaction issued capital of the Company); and
M & T K Pty Ltd : 631,669 ordinary shares (4.92% of the current, pre-Transaction issued capital of the Company).

Each of Kushkush Investments Pty Ltd and M & T K Pty Ltd will be excluded from voting in favour of all of the Acquisition Resolutions.

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Upon completion of the Transaction and assuming conversion of all Milestone Shares, the BRZ Vendors are anticipated to collectively hold approximately 19.19% of the issued voting shares of the Company (assuming conversion of existing Notes and accrued interest on 30 September 2020 and that the minimum amount is raised under the Capital Raising). If more than the minimum amount is raised and/or additional Notes for which shareholder approval is sought under Resolution 9 are issued then the BRZ Vendors aggregate percentage holding in the Company will be diluted).

For indicative purposes, if:

the minimum amount is raised under the Capital Raising, the Milestone Shares have not converted to ordinary shares, no additional Notes are issued and the existing Notes and accrued interest convert on 30 September 2020, the BRZ Vendors would collectively hold 8.83% of the issued voting shares of the Company at completion of the Transaction; and
the maximum amount is raised under the Capital Raising, the Milestone Shares have not converted to ordinary shares, no additional Notes are issued and the existing Notes and accrued interest convert on 30 September 2020, the BRZ Vendors would collectively hold 8.31% of the issued voting shares of the Company at completion of the Transaction.

An example of the dilutive impact of the Transaction is set out in section 9 of this Memorandum.

Chapter 2E – Corporations Act

As an individual nominated by BRZ to join the Board of SAM as a Director, Jerko Peter Zuvela is considered a related party of SAM in accordance with section 228(6) of the Corporations Act.

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the company’s members (shareholders). The issue of Consideration Shares and Milestone Shares to Jerko Peter Zuvela constitutes the giving of a financial benefit as defined under section 229 of the Corporations Act.

Section 210 of the Corporations Act provide an exception to the requirement to obtain shareholder approval for the giving of a financial benefit to a related party where the benefit is given on terms that would be reasonable if the company and the related party were dealing on arms’ length or on terms less favourable to the related party than terms that would be reasonable if the company and the related party were dealing on arms’ length terms.

The existing Directors of the Company have formed the view that the terms of the Transaction are reasonable or less favourable to Jerko Peter Zuvela than terms that would be reasonable in circumstances if the Company and each of the respective parties were dealing on arms’ length terms.

The existing Directors of the Company have formed this view having regard to the following:

(a) Jerko Peter Zuvela is not related to SAM or any Directors of SAM other than by application of section 228(6) of the Corporations Act which arose solely due to BRZ nominating him to join the Board of the Company as a Director on and from completion of the Transaction.
(b) The parties were free from any undue influence, control or pressure and each has had the opportunity to seek and obtain independent advice with respect to the Transaction.
(c) The terms of the Transaction are a result of prolonged, robust negotiations between the Company and BRZ. As at the date of the Notice, the Company has not identified any alternative proposals to the Transaction for the Company to pursue.
(d) Jerko Peter Zuvela has not been, and will not prior to completion of the Transaction be, involved in any Board meetings of the Company.
(e) Jerko Peter Zuvela, although being a substantial shareholder and the sole director of BRZ, does not control BRZ.

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(f) Jerko Peter Zuvela is receiving Consideration Shares and Milestone Shares held in the same proportions and on the same terms as the other BRZ Vendors, all of whom are unrelated to the Company.
(g) Jerko Peter Zuvela has given various warranties for and on behalf of BRZ for which he has indemnified the Company pursuant to the terms of the SSA, putting himself in a position that may be reasonably considered to be less favourable than the position of other BRZ Vendors.

The Company notes that the entire Transaction is conditional upon receipt of shareholder approval.

Having regard to the above, the existing Directors of the Company consider that the issue of Consideration Shares and Milestone Shares to Jerko Peter Zuvela is reasonable and on terms that would be (and in this case have been) offered to parties at arms’ length from the Company having regard to the purpose of the issue and falls within the exception set out in section 210 of the Corporations Act.

BRZ option to acquire Westwood

An overview of the key terms of the Option are set out below:

(a) The Option may be exercised by BRZ providing an executed Share Purchase Agreement and paying $1.00 to the shareholders of Westwood prior to 30 September 2020.
(b) Following the valid exercise of the Option, BRZ and the shareholders of Westwood shall proceed to complete the sale and purchase of all the issued share capital of Westwood in accordance with the Share Purchase Agreement.
(c) The Option provides for BRZ conducting due diligence investigations into Westwood and the Mining Claims. The shareholders of Westwood agree to provide BRZ with all information material to the due diligence investigations of Westwood and the Mining Claims and to act in good faith and co-operate with BRZ during its due diligence investigations.
(d) The Option may be terminated by written notice from BRZ to the shareholders of Westwood or by the shareholders of Westwood if BRZ is in breach of the terms of the Option and such breach is not remedied within seven days of BRZ receiving notice of same.
(e) The shareholders of Westwood provide various covenants including not to dispose of or encumber the Mining Claims, not to dispose of or encumber the shares in Westwood and to provide BRZ with all information with respect to the Mining Claims.
(f) The shareholders of Westwood provide various representations and warranties, including with respect to the Mining Claims and the share capital of Westwood.
(g) The Option otherwise provides for terms typical for arrangements of this kind including with respect to confidentiality, exclusivity and the service of notices.

The terms of the Share Purchase Agreement referred to in the Option have also been agreed between BRZ and the shareholders of Westwood. This Share Purchase Agreement:

(a) Contains the following condition precedents to the sale and purchase of the Westwood shares:
(i) The parties severally obtaining all required shareholder, board and regulatory approvals and/or waivers for the purposes of completing the transactions contemplated by the Share Purchase Agreement;
(ii) Confirmation to the reasonable satisfaction of BRZ that the change of control of Westwood arising from the transactions contemplated by the Share Purchase Agreement will not adversely impact the Mining Claims, including the good standing of, and costs payable in connection with, the Mining Claims; and

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(iii) The parties agreeing in writing to the writing off of loans made to Westwood by the directors and/or shareholders of Westwood, with effect following completion of the transactions contemplated by the Share Purchase Agreement.
(b) Covenants, representations and warranties from the shareholders of Westwood that are consistent with the terms of the Option.
(c) Otherwise contains terms typical for arrangements of this kind including provisions for actions to be taken at completion, confidentiality and the service of notices.

Change of name

The Company intends to change its name to “Ragusa Minerals Limited” on and from completion of the Transaction. The Company has reserved the name “Ragusa Minerals Limited” with ASIC.

3. Amendment to Constitution

The Company will need to amend its constitution ( Constitution ) to facilitate the issue of Milestone Shares by creating the Milestone 1 Shares and Milestone 2 Shares as classes of shares of the Company. In addition, the Company is seeking to amend its Constitution to incorporate certain provisions with respect to restricted (escrowed) securities as required under ASX Listing Rule 15.12.

The relevant amendments required to the Constitution is set out in full in Annexure D.

As part of seeking shareholder approval for amendment of the Constitution in connection with creation of the Milestone Shares as classes of shares of the Company, shareholders are also approving the amendment for the purposes of section 246B(2) of the Corporations Act for the variation of rights of ordinary shareholders arising from creation of the Milestone 1 Shares and Milestone 2 Shares as classes of shares of the Company.

Further details are set out in section 14 and Annexure D.

4. Capital Raising

The Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules in connection with the Transaction. As a step towards re-compliance with Chapters 1 and 2 of to ASX Listing Rules, the Company proposes issuing a minimum of 76,666,666 fully paid ordinary shares ( Capital Raising Shares ) up to a maximum of 83,333,333 Capital Raising Shares at an issue price of $0.06 (6 cents) per Capital Raising Share to raise between $4.6 million and $5 million (before costs) ( Capital Raising ).

The Company receiving valid subscriptions for the minimum amount of $4.6 million under the Capital Raising forms a condition precedent to the Transaction.

An indicative use of the funds assuming the minimum $4.6 million is raised under the Capital Raising is set out in the table below:

Activity	$
Minimum under the Capital Raising	$4,600,000
Maintenance of Mining Claims	$300,000
Development of Mining Claims (Comprised of the items in the next four rows intended to be completed over 12-18 months from completion of the Transaction).	$1,400,000
Accessing historic data and mine plans, digitising, 3D orebody modelling & other desk top studies	$50,000

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Exploration work programmes to assess Lonely Mine and Tiberius mineralised ore structures	$475,000
Delineate and drill test mineralised structures & other extensions at depth	$625,000
Evaluation re-development work for the Project underground	$250,000
Total Exploration Expenditure (Comprised of maintenance costs and development expenditure above.)	$1,700,000
Administration costs	$950,000
Trade creditors	$182,500
Costs of the offer (Excluded costs already paid or which form part of trade creditors)	$420,000
Working Capital	$1,347,000
Total Expenditure	$4,600,000

The above use of funds is indicative only. The use of funds will be set out in further detail in the prospectus proposed to be lodged by the Company in connection with the Capital Raising.

Funds raised by the Company in excess of the $4.6 million will be applied to working capital which may be deployed for future exploration of the Project subject to assessment and results.

The Company may increase the minimum subscription amount of $4.6m if necessary to ensure compliance with the minimum net tangible asset requirements under the ASX Listing Rules. The $4.6m is, however, the absolute minimum amount that the Company will raise under the Capital Raising.

The Company is seeking shareholder approval for the existing Directors of the Company and Ranko Matic, a related party of the Company, to have the right, but not the obligation, to participate in the Capital Raising by each subscribing for up to the maximum number of Capital Raising Shares set out in the table below:

RESOLUTION	PARTICIPANT	MAXIMUM SUBSCRIPTION	MAXIMUM CAPITAL RAISING SHARES
10A	Peter Chai	$1,374,388	22,906,474
10B	Michael Melamed	$60,000	1,000,000
10C	Olaf Frederickson	$60,000	1,000,000
10D	Ranko Matic	$60,000	1,000,000
TOTAL		$1,554,388	25,906,474

The Company notes that development of the Project (including de-watering of the existing underground mine) would require significant capital. The Company does not intend to proceed with further development of the Project until after it has obtained and extensively analysed results from its planned exploration activities.

In connection with the introduction, facilitation and implementation of the Transaction, subject to completion of the Transaction, SAM may issue unrelated third party advisors (or their nominee(s)) up to 50,000,000 options ( Fee Options ) each with an exercise price of $0.12 (12 cents), expiry date of 31 December 2022, subscription price of $0.0001 (0.01 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise having the terms set out in Annexure B.

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The number of Fee Options to be issued and the unrelated third party advisors (or their nominee(s)) who are to receive Fee Options will be as determined at the discretion of the Board. The Board may, at its discretion, choose to issue only a certain number of Fee Options, or no Fee Options at all.

5. Interim funding – convertible notes

The Company has issued various tranches of unsecured convertible notes ( Notes ) since August 2018, raising a total of $430,000 before costs. Funds raised from the issue of Notes have been, or will be, used to bridge fund the Company until completion of the Capital Raising and the Transaction, including to meet the costs of implementing the Transaction.

The Notes were issued pursuant to individual Convertible Note Deeds entered into with each note holding entity. A summary of the terms of the Notes is set out below:

Each Note has a face value and issue price of $1.00.
Notes have a Maturity Date 12 months from the issue date (which may be extended by agreement between the Company and the Note holder). All Notes which would otherwise have had an expiry date prior to 30 September 2020 have had their Maturity Date extended to 30 September 2020.
Interest is payable on the Notes at a rate of 12% per annum. Accrued interest is repayable in shares on conversion of Notes or in cash on redemption of Notes.
The Notes are an unsecured obligation of the Company.
Notes and accrued interest convert at a conversion price of $0.06 (6 cents) per share (with fractional entitlements rounded up) subject to:
the Company obtaining shareholder approval for the issue of shares upon conversion of Notes and the issue of free-attaching Note Options (refer below); and
the Company issuing a prospectus that enables shares and Note Options (defined below) issued on conversion of Notes and accrued interest to be issued without restrictions on secondary trading under the Corporations Act 2001 (Cth); and
the Company receiving written conditional confirmation from ASX that it is satisfied that, subject to the satisfaction of usual administrative conditions, the Company has met the requirements of Chapters 1 and 2 of the ASX Listing Rules and ASX will re-admit the Company to trading on ASX provided recommencement of trading occurs before the Maturity Date (refer above).
Notes are redeemable where the conversion conditions are not satisfied by the Maturity Date or upon the occurrence of a default event under the terms of the Note (refer below).
An event of default occurs where:
a judgement against the Company for $200,000 or more (or its equivalent in another currency) remaining unsatisfied or unstayed for more than one month;
an insolvency event affecting the Company;
the Company evincing an intention not to be bound by the terms of the Notes;
the Company fails to pay any sum when due under the Note deed or fails to comply with its obligations on conversion of Notes; or
the Company otherwise fails to comply with any of its obligations under the Note deed and such failure is not remedied by the Company within 7 days of receiving notice of its failure from the Note holder.

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Each share issued upon conversion of Notes will be accompanied by a free-attaching option ( Note Option ) exercisable at $0.09 (9 cents), expiring 31 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise having the terms set out in Annexure B.

Except with respect to Notes issued to Cavalier Resources Pty Ltd ( Cavalier ) (refer below), the Notes were issued to unrelated professional, sophisticated and other investors who are exempt from the disclosure requirements of Chapter 6D of the Corporations Act who were identified by the Company.

Cavalier, an entity associated with Ranko Matic, subscribed for and was issued 20,000 Notes on 19 August 2019. As Ranko Matic was a Director of the Company in the last six months, Cavalier is considered to be a related party for the purposes of the ASX Listing Rules and the Corporations Act.

The Company is seeking shareholder approval for the issue of shares and Note Options upon conversion of Notes and accrued interest. As the Notes continue to accrue interest, the total number of shares and Note Options that are to be issued on conversion is not known as at the date of the Notice.

Two indicative examples of the number of shares and Note Options that may be issued upon conversion of the existing 430,000 Notes on issue and accrued interest on difference dates are set out below:

a. If Notes and accrued interest converted to shares and Note Options on 1 September 2020, a total of approximately 8,141,061 shares and Note Options will be issued (subject to rounding).
b. If Notes and accrued interest converted to shares and Note Options on 30 September 2020, a total of approximately 8,209,389 shares and Note Options will be issued (subject to rounding).

For the purposes of the Notice and this Memorandum, it is assumed that Notes and accrued interest shall convert to shares and Note Options on 30 September 2020, with it being noted that the actual number of shares and Note Options to be issued will not be known until the actual conversion of Notes.

The Company also seeks shareholder approval for the issue of shares and Note Options upon conversion of up to an additional 143,000 Notes (with accrued interest, if any), such Notes having identical terms to the existing Notes. Additional Notes (if any) may be issued to unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act who are identified by the Company. Additional Notes (if any) may be issued to bridge fund the Company until completion of the Capital Raising and the Transaction.

As at the date of the Notice, the Company has not identified any potential investors in additional Notes and there is no guarantee the Company will issue a certain number of additional Notes, if any.

The Company may issue Notes prior to the date of the Meeting, however such Notes (with accrued interest, if any) shall not convert into the shares and Note Options for which shareholder approval is being sought under Resolution 9 until after the Meeting.

The number of shares and Note Options to be issued upon conversion of Notes (if any)) and accrued interest will change daily on and from issue of the Notes upon the accrual of interest and according the maximum number of shares and Note Options to be issued upon conversion of Notes and accrued interest is not known as at the date of the Notice.

6. Incentive Options

Shareholder approval is sought for the issue of an aggregate of 1,000,000 options ( Incentive Options ) each with an exercise price of $0.12 (12 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022, subscription price of $0.0001 (0.01 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise having terms as set out in Annexure B. The Incentive Options are proposed to be issued to Peter Chai and Olaf Frederickson (and/or their nominee(s), both of whom are existing Directors, subject to and upon completion of the Transaction.

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7. ASX waivers

The Company has received a waiver of ASX Listing Rule 1.1 Condition 12 to permit:

(a) the Note Options to have an exercise price of less than $0.20 (20 cents) each.
(b) the Fee Options to have an exercise price of less than $0.20 (20 cents) each.
(c) the Incentive Options to have an exercise price of less than $0.20 (20 cents) each.

Shareholder approval is expressly sought for the Company to issue the Note Options, Fee Options and Incentive Options with an exercise price of less than $0.20 (20 cents) per Note Option in accordance with the waiver granted by ASX.

The Company also has received a waiver of ASX Listing Rule 2.1 Condition 2 to permit:

(a) the issue of shares under the Capital Raising at a price of less than $0.20 (20 cents) per share.
(b) to the extent necessary, the issue of shares upon conversion of Notes at a conversion price of less than $0.20 (20 cents) per share.

Shareholder approval is expressly sought for the Company to issue the shares under the Capital Raising and shares upon conversion of Notes at a price of less than $0.20 (20 cents) per share.

The Company has also received a waiver of ASX Listing Rule 10.13.5 to allow securities the subject of Resolutions 8A, 8B, 10A to 10D, 11A and 11B to be issued no later than 30 September 2020.

8. Overview of Meeting Resolutions

All the Acquisition Resolutions (being Resolutions 1 - 4) are interdependent. Accordingly, if any of the Acquisition Resolutions are not approved the Transaction will fail and not be completed.

Resolutions that are not Acquisition Resolutions are dependent upon the Acquisition Resolutions being passed, however Acquisition Resolutions are not dependent on the passing of any other Resolution(s).

An overview of the Resolutions in the Notice (including the Acquisition Resolutions) is set out below:

(a) (Resolution 1) The change in the activities of the Company which will result as a consequence of the acquisition of BRZ requires shareholder approval under ASX Listing Rule 11.1.2.

In addition, the Company seeks shareholder approval for the purposes of ASX Listing Rule 7.1 to issue the Consideration Shares and the Milestone Shares to the BRZ Vendors and ASX Listing Rule 6.1 to issue the Milestone Shares (which are performance shares) specifically.

(b) ( Resolution 2) On successful completion of the Transaction, the Company will, subject to shareholder approval, appoint Jerko Peter Zuvela as a Director of the Company.
(c) (Resolution 3) The Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules and, as a step to achieve this, will need to complete the Capital Raising (for which shareholder approval is sought to issue up to the maximum 83,333,333 Capital Raising Shares at $0.06 (6 cents) per Capital Raising Share to raise $5 million before costs).

The Company also seeks shareholder approval to issue shares under the Capital Raising at an issue price of less than $0.20 (20 cents) per share.

The Company receiving valid subscriptions for 76,666,666 Capital Raising Shares ($4.6 million before costs) forms a condition precedent to the Transaction.

(a) (Resolution 4) The Company proposes amending the Constitution to create the Milestone 1 Shares and Milestone 2 Shares as classes of shares of the Company.

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The Company also proposes amending the Constitution to incorporate terms with respect to restricted (escrowed) securities as required under ASX Listing Rule 15.12.

The amendments of the Constitution requires shareholder approval by way of a special resolution.

(b) (Resolution 5) The Company intends to change its name to ‘Ragusa Minerals Limited’ on completion of the Transaction. The change of the name of the Company requires shareholder approval by way of a special resolution.
(c) (Resolution 6) The Company seeks shareholder approval to issue up to 50,000,000 Fee Options to unrelated third party advisors for services provided in connection with introduction, facilitation and implementation of the Transaction.

The Company also seeks shareholder approval to issue the Fee Options with an exercise price of less than $0.20 (20 cents) per Fee Option.

(d) (Resolutions 7A and 7B) The Company seeks approval for the issue of shares and Note Options upon conversion of Notes and accrued interest issued to unrelated professional, sophisticated and other investor exempt from the disclosure requirements of Chapter 6D of the Corporations Act who were identified by the Company for the purposes of raising funds to bridge fund the Company to the Capital Raising, including meeting costs of seeking to implement the Transaction.

The Company seeks shareholder approval for the issue of shares on conversion of Notes and accrued interest at less than $0.20 (20 cents) and the issue of Note Options with an exercise price of less than $0.20 (20 cents) in accordance with the waiver granted by ASX.

(e) (Resolutions 8A and 8B) The Company seeks approval for the issue of up to 390,000 shares and Note Options upon conversion of the 20,000 Notes (and accrued interest) issued to Cavalier, an entity associated with Ranko Matic. As Ranko Matic was a Director of the Company in the last six months, Cavalier is considered to be a related party for the purposes of the ASX Listing Rules and the Corporations Act.

The Company seeks shareholder approval for the issue of up to 390,000 shares on conversion of Notes held by Cavalier and accrued interest at less than $0.20 (20 cents) and the issue of up to 390,000 Note Options with an exercise price of less than $0.20 (20 cents) in accordance with the waiver granted by ASX.

The Company is seeking shareholder approval to issue up 390,000 shares and Note Options to Cavalier (which is higher than the number of shares and Note Options to be issued if the Notes held by Cavalier convert on 30 September 2020) to ensure that further shareholder approval to issue shares and Note Options on conversion of Notes held by Cavalier will not be required. The Company will only issue shares and Note Options on account of the principal and interest on the Notes held by Cavalier, with the number of shares and Note Options actually issued highly likely to be less than the number of shares and New Options for which shareholder approval is sought.

(f) (Resolution 9) The Company seeks approval for the issue of shares and Note Options upon conversion of up to 143,000 Notes (and accrued interest (if any) to shares and Note Options)) to be issued to unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act identified by the Company.

As noted above, as at the date of the Notice, the Company has not identified investors in additional Notes and the issue of additional Notes is at the discretion of the Company.

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Any additional Notes will be issued for the purposes of raising funds to bridge fund the Company to the Capital Raising, including meeting costs of seeking to implement the Transaction.

The Company seeks shareholder approval for the issue of shares on conversion of additional Notes and accrued interest at less than $0.20 (20 cents) and the issue of Note Options with an exercise price of less than $0.20 (20 cents) in accordance with the waiver granted by ASX.

The Company may issue Notes prior to the date of the Meeting, however such Notes and accrued interest (if any) shall not convert into the shares and Note Options for which shareholder approval is being sought under Resolution 9 until after the Meeting.

(g) (Resolutions 10A to 10D) The Company seeks shareholder approval for existing Directors to be granted the right, but not the obligation, to participate in the Capital Raising.

Shareholder approval is sought for Peter Chai (and/or his nominee(s)) to have the right, but not the obligation, to subscribe for up to 22,906,474 Capital Raising Shares (approximately $1.374m). The actual number of Capital Raising Shares for which Peter Chai (and/or his nominee(s)) will have the right, but not the obligation, to subscribe for will be approximately 19.9% of the issued voting shares of the Company at completion of the Transaction to ensure that the relevant interest of Mr Chai and his associates in combination do not have a relevant interest in excess of 20% of the issued voting shares of the Company.

The rationale for choosing the number of Capital Raising Shares for which Mr Chai will have the right, but not the obligation, to subscribe for is set out in detail on page 45 of this Memorandum.

Shareholder approval is sought for Michael Melamed and Olaf Frederickson (and/or their nominee(s)) to have the right, but not the obligation, to each subscribe for up 1 million Capital Raising Shares ($60,000 subscription).

If shareholders approve Resolutions 10A to 10C, the existing Directors will have the right, but not the obligation, to participate in the Capital Raising up to the approved maximum.

Shareholder approval is also sought under Resolution 10D for Ranko Matic, a former Director of the Company and therefore a related party under the ASX Listing Rules and the Corporations Act (and/or his nominee(s)) to have the right, but not the obligation, to subscribe for up to 1,000,000 Capital Raising Shares ($60,000 subscription).

The Company also seeks shareholder approval to issue Capital Raising Shares to the above named recipients an issue price of less than $0.20 (20 cents) per share.

(h) (Resolutions 11A to 11B) The Company seeks approval for the issue of an aggregate of 1,000,000 Incentive Options to Peter Chai and Olaf Frederickson (and/or their nominee(s)), each of whom are existing Directors.

The Company also seeks shareholder approval to issue the Incentive Options with an exercise price of less than $0.20 (20 cents) per Incentive Option.

Further details in respect of each of the proposed Resolutions, BRZ, Westwood, the Project and the Transaction are set out throughout this Memorandum.

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9. Effect on Capital Structure

Post-transaction

The indicative effect of the Transaction on the capital structure of the Company at the minimum and maximum ranges of the Capital Raising is set out in the tables below. The below tables do not take into account securities in the Company already held by the BRZ Vendors. Further details are set out in section 2 of this Memorandum:

Ordinary Shares

	Number (Minimum)	Number (Maximum)
Existing SAM Shares	12,842,316 (12.11%)	12,842,316 (11.39%)
Consideration Shares (Resolution 1)	8,333,333 (7.86%)	8,333,333 (7.39%)
Capital Raising Shares (Resolution 3)	76,666,666 (72.29%)	83,333,333 (73.93%)
Shares on conversion of Notes (Resolutions 7A and 8A)*	8,209,389 (7.74%)	8,209,389 (7.28%)
TOTAL SHARES FOLLOWING TRANSACTION*	106,051,704 (100%)	112,718,371 (100%)

All percentages are indicative only and are subject to change.

*Subject to rounding on conversion of Notes and accrued interest to shares and Note Options. Assumes all 430,000 Notes are converted in full and that total accrued interest is $62,563, being the interest that would be accrued on Notes up to and including 30 September 2020. The actual number of shares and Note Options issued upon conversion of Notes may differ depending on the conversion date and will be subject to rounding. Does not include the impact of the issue and subsequent conversion of additional Notes that may be issued subject to shareholder approval of Resolution 9.

Options

SECURITY	NUMBER	EXERCISE PRICE	EXPIRY DATE
Note Options *	8,209,389	$0.09 (9 cents)	31 December 2022
Fee Options	up to 50,000,000	$0.12 (12 cents)	31 December 2022
Incentive Options	1,000,000	$0.12 (12 cents)	31 December 2022

*Subject to rounding on conversion of Notes and accrued interest to shares and Note Options. Assumes all 430,000 Notes are converted in full and that total accrued interest is $62,563, being the interest that would be accrued on Notes up to and including 30 September 2020. The actual number of shares and Note Options issued upon conversion of Notes may differ depending on the conversion date and will be subject to rounding. Does not include the impact of the issue and subsequent conversion of additional Notes (and accrued interest) that may be issued subject to shareholder approval of Resolution 9.

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Milestone Shares

SECURITY	NUMBER	MILESTONE	EXPIRY DATE
Milestone 1 Shares	6,666,666	Announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 20,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne	18 months from completion of the Transaction
Milestone 2 Shares	6,666,666	Announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 100,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne	36 months from completion of the Transaction

Following conversion of Milestone Shares

The indicative effect of the Transaction on the capital structure of the Company at the minimum and maximum ranges of the Capital Raising following conversion of all Milestone 1 Shares or all Milestone 2 Shares is set out in the table below:

	Number (Minimum)	Number (Maximum)
Existing SAM Shares	12,842,316 (11.39%)	12,842,316 (10.76%)
Consideration Shares (Resolution 1)	8,333,333 (7.39%)	8,333,333 (6.98%)
Capital Raising Shares (Resolution 3)	76,666,666 (68.02%)	83,333,333 (69.80%)
Shares on conversion of Notes (Resolutions 7A and 8A)*	8,209,389 (7.28%)	8,209,389 (6.88%)
Shares on conversion of all Milestone 1 Sharesor all Milestone 2 Shares (Resolution 1)	6,666,666 (5.91%)	6,666,666 (5.58%)
TOTAL SHARES*	112,718,370 (100%)	119,385,037 (100%)

All percentages are indicative only and are subject to change.

*Subject to rounding on conversion of Notes and accrued interest to shares and Note Options. Assumes all 430,000 Notes are converted in full and that total accrued interest is $62,563, being the interest that would be accrued on Notes up to and including 30 September 2020. The actual number of shares and Note Options issued upon conversion of Notes may differ depending on the conversion date and will be subject to rounding. Does not include the impact of the issue and subsequent conversion of additional Notes (and accrued interest) that may be issued subject to shareholder approval of Resolution 9.

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The indicative effect of the Transaction on the capital structure of the Company at the minimum and maximum ranges of the Capital Raising following conversion of all Milestone 1 Shares and all Milestone 2 Shares is set out in the table below:

	Number (Minimum)	Number (Maximum)
Existing SAM Shares	12,842,316 (10.76%)	12,842,316 (10.19%)
Consideration Shares (Resolution 1)	8,333,333 (6.98%)	8,333,333 (6.61%)
Capital Raising Shares (Resolution 3)	76,666,666 (64.22%)	83,333,333 (66.11%)
Shares on conversion of Notes (Resolutions 7A and 8A)*	8,209,389 (6.88%)	8,209,389 (6.51%)
Shares on conversion of all Milestone 1 Sharesand all Milestone 2 Shares (Resolution 1)	13,333,332 (11.17%)	13,333,332 (10.58%)
TOTAL SHARES*	119,385,036 (100%)	126,051,703 (100%)

All percentages are indicative only and are subject to change.

*Subject to rounding on conversion of Notes and accrued interest to shares and Note Options. Assumes all 430,000 Notes are converted in full and that total accrued interest is $62,563, being the interest that would be accrued on Notes up to and including 30 September 2020. The actual number of shares and Note Options issued upon conversion of Notes may differ depending on the conversion date and will be subject to rounding. Does not include the impact of the issue and subsequent conversion of additional Notes (and accrued interest) that may be issued subject to shareholder approval of Resolution 9.

Other convertible securities will not be impacted by conversion of some or all of the Milestone Shares.

Post-conversion of Notes the subject of Resolution 9

The Company is seeking shareholder approval to issue additional Notes under Resolution 9. For indicative purposes, the below table has been prepared to show the impact on the Company if all the Notes the subject of Resolution 9 are issued and convert to shares and free-attaching options.

For the purposes of calculating the number of shares issued on conversion of Notes the subject of Resolution 9, the Company has chosen an indicative issue date of 15 July 2020. The actual total number of shares on issue will be less than the number set out in the table below as the Notes the subject of Resolution 9 were not issued by that date. Accordingly, the below table is indicative only. The indicative conversion date is 30 September 2020, consistent with other tables in this Memorandum:

	Number (Minimum)	Number (Maximum)
Existing SAM Shares	12,842,316 (11.84%)	12,842,316 (11.15%)
Consideration Shares (Resolution 1)	8,333,333 (7.68%)	8,333,333 (7.24%)
Capital Raising Shares (Resolution 3)	76,666,666 (70.66%)	83,333,333 (72.36%)

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Shares on conversion of Notes (Resolutions 7A and 8A)*	8.209,389 (7.57%)	8.209,389 (7.13%)
Shares on conversion of Notes (Resolution 9)*	2,443,669 (2.25%)	2,443,669 (2.13%)
TOTAL SHARES FOLLOWING TRANSACTION*	108,506,912 (100%)	115,173,579 (100%)

All percentages are indicative only and are subject to change.

*Subject to rounding on conversion of Notes and accrued interest to shares and Note Options. The actual number of shares and Note Options issued upon conversion of Notes may differ depending on the conversion date and will be subject to rounding. The number of Note Options issued will equal the number of shares issued on conversion of Notes.

The above table has been used to calculate the maximum number of Capital Raising Shares for which shareholder approval is sought for Mr Peter Chai to subscribe for under the Capital Raising. The actual number of Capital Raising Shares for which Mr Peter Chai may subscribe for will be less than the maximum number for which shareholder approval is sought, however the Company chose 22,906,474 Capital Raising Shares as the number for which shareholder approval was sought to ensure that Mr Chai will have the right, but not the obligation, to subscribe for up to subscribe for an amount representing 19.9% of the issued voting shares of the Company at completion of the Transaction.

Further details are set out on page 45 of this Memorandum.

10. Pro-forma statement of financial position

The pro-forma statement of financial position of the Company following completion of the Transaction for both the minimum and maximum amounts under the Capital Raising is set out in Annexure C.

11. About the Company, BRZ, Westwood and the Project

About the Company

The Company is an Australian public company that was incorporated in April 2010 and has historically operated in investment funds management. The Company initially listed on the ASX in 2010 and its securities have been suspended from official quotation on the ASX since 10 October 2017.

Since 18 April 2017, the Company has operated as a “cash box” whose primary activity has been seeking to identify new business opportunities to pursue as a means of building shareholder value.

Further information with respect to the Company can be obtained from the ASX platform at www.asx.com.au, search code “SAM”.

Following completion of the Transaction, the Company will operate in the mineral exploration sector focusing on gold and associated minerals, being a material change in nature and scale of its activities.

Further details of BRZ, Westwood, the Mining Claims and the Project are set out below.

Balancing Rocks Zim Pty Ltd Overview

BRZ is an Australian proprietary company that holds the Option to acquire all the issued of Westwood, a Zimbabwe corporation that holds all the rights and interests (being the Mining Claims) comprising the Project, which is located north of Bulawayo in Zimbabwe.

A summary of the terms of the Option are set out in section 2 of this Memorandum.

Since its incorporation in July 2018, the only activity undertaken by BRZ has been to hold the Option to acquire all the issued share capital of Westwood.

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Westwood Industrial (Private) Ltd Overview

Westwood is a Zimbabwe corporation that was incorporated under the Companies Act [Chapter 24:03] of Zimbabwe on 28 January 2009. Since 2009, Westwood has held a 100% interest in the Mining Claims comprising the Project free from any encumbrances. The Mining Claims comprise: Lonely Mine A [Registration Number 10632BM], Tiberius 14 [Registration Number 33599], Tiberius 32 [Registration Number 35732] and Tiberius 33 [Registration Number 35733].

The Company understands that Westwood has had limited historical operations and for an extended period its sole operations have been holding the Mining Claims on care and maintenance.

As noted above and throughout this Memorandum, BRZ holds the Option to acquire all the issued share capital of Westwood. A summary of the terms of the Option is set out in Section 2 of this Memorandum.

Lonely Mine Project Overview

The Project is located approximately 88 kilometres north of the city of Bulawayo, in the Bubi District of the Matabeleland North Province in Zimbabwe. Access to the Project is along the Bulawayo – Nkayi tarmac road, past the Bulawayo international airport.

The Lonely Mine Project comprises four granted tenements (referred to as the Mining Claims in this Memorandum) - Lonely Mine A [Registration Number 10632BM], Tiberius 14 [Registration Number 33599], Tiberius 32 [Registration Number 35732] and Tiberius 33 [Registration Number 35733], which collectively cover a total area of 44 hectares. The Company has confirmed that the Mining Claims are valid through until the dates set out in the table below, and can be renewed/extended beyond this date via a simple regulatory renewal process.

Mining Claim	Reg #	Valid until
Lonely Mine A	10632BM	24 March 2021
Tiberius 14	33599	14 January 2021
Tiberius 32	35732	26 June 2021
Tiberius 33	35733	26 June 2021

The Company does not anticipate there to be any matters that may materially inhibit the renewal/extension of the Mining Claims, however this position is subject to risks with respect to the legal and regulatory framework applying to the Mining Claims (refer section 12 of this Memorandum).

The history of the Project spans back to 1906, when prospectors discovered an auriferous quartz reef which was later pegged in 1909 as the Lonely Mine by the Lonely Reef Gold Mining Company.

The historical Lonely Mine was one of the top seven producing operations in Zimbabwe during its peak production period of 1914-1930, producing around 50,000oz Au per year, with overall life-of-mine gold production recorded as 1,118,383oz from 1,987,750 tons milled, with an average recovered grade of 17.50 g/t Au (Bartholomew 1990).

Gold mines with production of >300,000oz gold within the Bubi Greenstone Belt are spatially distributed in distinct clusters and linear groups. The most important of these are the Lonely, Motapa, Durban, Turk, Queens and Sunace groups. There is a strong spatial relationship between these mine clusters and the first and second order (>10 km long) structural features and lineaments interpreted on the Landsat TM imagery (Campbell and Pitfield, 1994). Locally, close spatial relationships of gold mineralisation exist with low-angle thrust imbrication, km-scale folding and felsic intrusions.

The Lonely Mine orebody is a N-S striking quartz vein in a fault cutting komatiitic greenstone with interflow schistose graphitic meta-greywackes and locally serpentinite (Campbell and Pitfield, op.cit).

The Lonely Mine reef is a typical shear hosted quartz – carbonate/ankerite vein system, and displays anastomosing geometry with en-echelon steps giving distinct pay shoots plunging ~45° to the SSE (Campbell and Pitfield, op.cit). The reef widths varied between pinch out (1-2cm to over 200cm), but

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commonly production figures indicate around 100-120cm reef widths. Ore mineralogy was dominated by pyrite, with accessory sphalerite (Zn), galena (Pb) and chalcopyrite (Cu) (Bartholomew 1990).

There is very scant records of any previous or relatively recent exploration work. Symptomatic of mining operations in Zimbabwe during the 1900 – 1960 period, no systematic prospecting, including drilling was undertaken, other than from underground just before the mine closure in 1941 (Bowen 1980).

Operations on the Lonely Mine re-commenced during the 1970’s. Following re-commencement of operations, the Lonely Mine was the single largest gold producer in the region until its closure in the mid-1990’s and is located within the Bubi greenstone belt, a major gold producing region of Zimbabwe.

The Project area is located over transgressive shear zones that have not had any modern-day systematic exploration. Geological mapping, rock chip sampling and a survey of three tailings dumps was completed by Goldsearch Technical Services Private Limited, a Zimbabwe company engaged on behalf of Westwood in 2012. The conclusion of the preliminary exploration work indicated that the Mining Claims showed potential and warranted a further work program.

The Company plans to conduct exploration work programmes on the Mining Claims to focus on fully assessing the Lonely Mine and Tiberius mineralised ore structures and checking for hidden subparallel mineralised structures. As part of this work, the Company will access historic mine plans from the Bulawayo Mines department, and through digitizing and 3D modelling of the orebody, delineate payshoots and other extensions at depth for drill testing. The Company considers the project area to be prospective for gold mineralization.

The Company notes that development of the Project may require the Company to complete activities (such as de-watering) that would require capital in excess of the funds proposed to be raised under the Capital Raising. The Company does not intend to proceed with further development of the Project until after it has obtained and extensively analysed results from its planned exploration activities.

The Company is of the view that, following completion of the Capital Raising, it will have sufficient funds to achieve its stated objectives, with it being noted that the objectives of the Company may change following receipt and analysis of results from its exploration work programmes (which is typical for an early stage mineral exploration entity).

12. Risks

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future, if the Transaction is successfully completed. In addition, there are other general investment risks many of which are largely beyond the control of the Company and difficult to predict or anticipate.

The Board aims to manage these risks by carefully planning the Company’s activities and implementing risk control measures. However, as noted above, some of the risks identified below are highly unpredictable and the extent to which the Company can effectively manage them is limited.

The following risk factors are not intended to be an exhaustive list of the risk factors to which the Company is exposed or will, following completion of the Transaction, be exposed.

Company Specific Risks

Operating in Zimbabwe

The Mining Claims are located in Zimbabwe and accordingly the Company will be subject to risks associated with conducting its operations in Zimbabwe. Such risks could include economic, social or political instability or change, or instability and changes to laws affecting foreign ownership, government participation and labour relations.

The Company will be subject to currency risks. The Zimbabwean currency has been historically volatile and the Company would expect that its operations to be subject to currency conversion risks. A change in taxation, rates of control, exchange control, duties, repatriation of income or return of capital could

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adversely affect the operations of the Company, in particular if it commences production on the Mining Claims and begins to receive revenue (although this is not anticipated to occur in the short term).

Political and economic risk

Government policy in Zimbabwe has the potential to be unpredictable and the institutions of government and market economy may become unstable and subject to rapid and/or unpredictable change across a variety of potential laws and regulations impacting the Company. Such changes, were they to occur, could materially adversely affect the operations of the Company.

The Company could potentially be subject to risks arising from changes in government control over mineral properties or government regulations. Changes to Zimbabwe mining or investment policies and legislation, or an adverse shift in political attitude, may adversely affect the operations of the Company. There is also a risk that policy may change in respect of the grant and renewal of mining rights, which may include the Mining Claims, which could adversely impact the ability of the Company to explore and develop the Mining Claims at an acceptable cost, if at all.

Zimbabwe’s legal environment

Zimbabwe’s legal system is less developed than more established countries and this could result in difficulties in obtaining effect legal redress from courts, a higher degree of discretion held by government officials or agencies, lack of political or administrative guidance, conflicts and inconsistencies between various laws and/or relative inexperience of the judiciary and/or courts in matters effecting the Company. There is a risk that, if the policy of key stakeholders in the legal environment of Zimbabwe were to change, the Company could be adversely impacted across its operations, including with respect to its rights to the Mining Claims.

Mineral exploration

Mineral exploration, by its nature, is inherently uncertain. The Mining Claims are at an early stage of the exploration process and mining and development such as that being proposed by the Company is a high risk undertaking. There can be no assurance that exploration of the Mining Claims will result in the discovery of one or more mineral deposits. Furthermore, the discovery of a mineral deposit does not guarantee that the mining of that deposit would be economically viable. The size of the deposit, location, grade, access to infrastructure including equipment, development and operating costs, commodity prices and recovery rates are all key factors in determining commercial viability. Accordingly, there is a high risk the Company’s expenditure of funds on its proposed exploration programs will not lead to the discovery and development of an economically viable resource. Such an outcome would be adverse to the Company’s financial position and prospects and would potentially result in the Company scaling back its activities to conserve cash reserves and pay its creditors.

The activities, plans and strategies of the Company are dependent on the results of its exploration activities. Accordingly, such activities, plans and strategies are subject to change depending on the receipt and analysis of results of the planned exploration activities of the company.

Title in Mining Claims

The Mining Claims which the Company would hold following completion of the Transaction may be subject of applications for extension/renewal in future. If the Mining Claims are not extended/renewed, the Company may suffer significant damage or loss of opportunity to discover and/or develop any mineral resource in that Mining Claim. This in turn would likely adversely affect the financial condition, operations and prospect of the Company. In addition, the permits and other approval that the Company may need to proceed with development of the Mining Claims may not be issued, maintained or renewed, either in a timely fashion or at all.

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The decision to renew mining rights rests with the relevant government authority. In granting renewal of tenements, authorities may impose conditions including requirements to pay maintenance costs and/or satisfy expenditure requirements in connection with the Mining Claims. If the Company fails to meet such requirements it could lose title to the Mining Claims.

Mine development

In the event the Company identifies an economically viable mineral deposit on the Mining Claims, its capacity to proceed to develop a mine in respect of that mineral deposit will be dependent upon a number of factors. These factors include obtaining approvals from all relevant authorities and parties (including the grant of a mining lease), seasonal weather issues, construction issues, cost overruns, plant and equipment availability, skilled consultants and labour availability, funding needs and other matters. These factors may create risks in respect of successful development of any project. The development of a mine may also be subject to arrangements between the Company and third parties.

Environmental

The proposed activities of the Company will likely be subject to various laws and regulations concerning the environment. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and disposal of waste products occurring as a result of mining exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production cost, or result in a substantial liability being accrued against the Company.

Proceeding with a mining operation would be expected to create significantly enhanced environmental risks, particularly with respect to environmental damage through construction activities, disposal of waste products and/or water contamination. Such occurrences could delay production or increase costs of operations.

Operations

Operations will, following completion of the Transaction and for the foreseeable future thereafter, predominantly comprise exploration activities. These activities may be adversely affected by a range of factors including lack of access to suitable personnel, lack of access to drill rigs or other equipment, mechanical failure or breakdowns, adverse weather, industrial accidents or disputes, shortages or increased costs of consumables, and other factors outside the Company’s control. Such factors would detrimentally affect the Company’s prospects and activities.

Third-party risks

The Company will likely be reliant on third parties for the furtherance of its exploration plans in respect of the Mining Claims. This includes if the Company identifies a mineral deposit located on the Mining Claims and determines to proceed to production, at which point the Company will likely be reliant on third parties domiciled in Zimbabwe for the provision of relevant plant and equipment for production.

Such counterparties may include service contractors, consultants, supplier and landowners. There is a risk that counterparties may fail to perform their obligations under such agreements. This could lead to delays, increased costs, disputes and even litigation. All these factors could negatively affect the Company’s operations and there can be no assurance that the Company would be successful in seeking remedies or enforcement of its rights through legal action.

Additional capital requirements

The Company will in future require additional capital in excess of the Capital Raising for its activities, including for the development of the Mining Claims and the Project generally. The Company may also incur unexpected costs in implementing its exploration plans, including engaging contractors.

There can be no guarantee that further financing will be available on commercially acceptable terms, or at all. Any additional financing through equity issues would be dependent upon the ability of the Company to raise funds in the securities market, which in turn is dependent on there being sufficient identifiable appetite from investors for equity in the Company. If successfully conducted, such issues

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would also be dilutive to the current equity holders in the Company. Furthermore, debt financing may not be available to support the scope and extent of the proposed activities of the Company.

Litigation

The Company is exposed to possible litigation risks including contractual disputes, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

The Company has previously received a demand from a third party relating to claims to entitlement of alleged profits from past business operations (refer ASX releases 17 May 2017, 1 June 2017 and 19 December 2017). The approximate quantum of the demand (excluding costs and any interest) was $400,000. No correspondence in respect of the demand has been received since early 2018. The Company denies any liability in respect of such demand and has previously corresponded with the claiming party to such effect. No formal claim has been made or filed against the Company with respect to this demand and, should such claim be made or filed, the Company would anticipate that it would vigorously defend such proceedings. The Company also understands that claims have been alleged and/or pursued against former directors of the Company in relation to the alleged misappropriation of funds of approximately $700,000. No demands have been made against the Company in respect of this matter.

Commodity price volatility

If the Company achieves successes leading to mineral production, the revenue it may derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

General Risks

In addition to the above there are general risks which have an adverse impact on the Company’s operations which include general economic risks, regulatory risks and commodity and share price volatility and exchange rate risks.

13. Board following completion of the Transaction

Upon and subject to completion of the Transaction, the existing Directors shall remain as Directors of the Company and Jerko Peter Zuvela shall join the Board of Directors.

The profiles for each of the existing Directors and proposed Director are set out below:

Jerko Peter Zuvela

Jerko Peter Zuvela is proposed to be appointed as a Director (and Chairman of the Board) subject to and upon completion of the Transaction.

Jerko is a Chartered Professional Geologist having spent over 20 years in the mining and resources industry. Jerko has held executive management roles for private and public resources companies, with operational and corporate experience in various commodities covering exploration, project development, business development, finance, commercial and corporate activities involved with projects in Australia, Asia, Africa and South America.

Jerko has considerable experience in building junior resources companies and understands the requirements working within this sector, including fundamental parameters, strategic drivers and market requirements within the junior resources industry.

Jerko is currently a director of ASX listed Argosy Minerals Limited and Discovery Africa Limited. He is a Chartered Professional (Geology) Member of the Australasian Institute of Mining and Metallurgy and holds a Bachelor of Science in Applied Geology from Curtin University in Western Australia.

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Peter Chai

Peter Chai is a current Director of the Company.

Peter Chai has vast corporate experience across Asia-Pacific. He was the personal adviser to the last Datuk Jaafar Ahmad (former Central Bank Governor of Malaysia and Namibia), corporate adviser to the Board of The Merino Company and held senior management roles at AIMS Financial Group, Coats Viyella Garments Asia-Pacific, Shakey’s International Limited and Byford International Limited.

Recently, Peter was instrument in the $6.0 billion development project of Guangzhou R&F Properties Co., Ltd. in Springfield, Queensland, Australia and the recapitalisation of Diatreme Resources Limited (ASX:DRX).

Peter currently holds public company directorships in Quattro Plus Real Estate (ASX:QPR), Ephraim Resources Limited, Quattro RE Limited and was previously a director of Pan Asia Corporation Limited (ASX:PZC) and Bisan Limited (ASX:BSN).

Michael Melamed

Michael Melamed is a current Director of the Company.

Michael is a chartered accountant and brings over 20 years of extensive experience in the accounting and corporate advisory fields. Michael acts as the Chief Finance Officer of Nova Minerals Limited (ASX:NVA) and Torian Resources Limited (ASX:TNR). Michael also brings to SAM his extensive network and business opportunities.

Olaf Frederickson

Olaf Frederickson is a current Director of the Company.

Olaf Frederickson has in excess of 20 years’ experience in the mining sector ranging from grassroots exploration and project generation through to operational mine site requirements, resource estimation, project assessment, business development and corporate responsibilities for companies such as Cape Lambert Resources, Fortescue Metals Group, Rio Tinto, Iluka Resources and Newcrest Mining. More recently, Olaf has been working as an independent consultant in areas of minerals investment advice, brokerage, negotiation and technical services, including business development, project due diligence and financial evaluation.

Olaf has spent time reviewing and being involved in projects both locally throughout Western Australia and Queensland, and internationally in locations include North America, Central and West Africa, Timor and Turkey. Olaf acts as a Competent Person under the JORC 2012 code for several commodities including iron ore, mineral sands, base, precious and energy metals, and is a director of Blackfynn Pty Ltd.

The shares interests (direct and indirect) of the post-Transaction Board at completion of the Transaction are set out in the table below:

Name	Pre-Transaction	Pre-Transaction	Post-Transaction (Minimum)	Post-Transaction (Minimum)	Post-Transaction (Maximum)	Post-Transaction (Maximum)
	Number	%	Number	%	Number	%
Jerko Peter Zuvela	Nil	0%	2,083,333	1.96%	2,083,333	1.85%
Peter Chai	Nil	0%	Nil	0%	Nil	0%
Michael Melamed	Nil	0%	Nil	0%	Nil	0%
Olaf Frederickson	Nil	0%	Nil	0%	Nil	0%

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Notes to table:

1. All percentages are subject to rounding.

2. Assumes conversion of existing Notes and accrued interest on 30 September 2020. The actual percentages may differ if Notes and accrued interest convert on a different date.

3. Does not include the dilutive impact of the issue and subsequent conversion of additional Notes that may be issued subject to shareholder approval of Resolution 9.

4. Does not take into account any director participation on the Capital Raising.

5. Following completion of the Transaction, Jerko Peter Zuvela will also hold 1,666,667 Milestone 1 Shares and 1,666,667 Milestone 2 Shares.

6. The above table does not include Capital Raising Shares that the Directors may acquire as part of the Capital Raising, subject to receipt of shareholder approval under Resolutions 10A to 10C. Further details are set out in those Resolutions and in this Memorandum.

7. If shareholders approve Resolutions 11A to 11B and the Transaction completes, Peter Chai will hold a direct or indirect interest in 500,000 Incentive Options and Olaf Frederickson will hold a direct or indirect interest in 500,000 Incentive Options.

8. The Company may increase the minimum subscription amount of $4.6m if necessary to ensure compliance with the minimum net tangible asset requirements under the ASX Listing Rules. The $4.6m is, however, the absolute minimum amount that the Company will raise under the Capital Raising.

14. Resolutions

In accordance with ASX Listing Rule 14.1A the Company provides the following information with respect to the Resolutions for which approval is sought under the ASX Listing Rules:

(a) If shareholders pass Resolution 1 then, subject to the other Acquisition Resolutions passing, the Company will be able to proceed with the Transaction and issue the Consideration Shares and Milestone Shares. The approval will also increase the Company’s ongoing capacity to issue equity securities without shareholder approval under ASX Listing Rule 7.1. If shareholders do not approve Resolution 1 then the Consideration Shares and Milestone Shares will not be issued and the Transaction will not proceed.
(b) If shareholders pass Resolution 3 then, subject to the other Acquisition Resolutions passing, the Company will be able to proceed with the Transaction and issue the Capital Raising Shares. The approval will also increase the Company’s ongoing capacity to issue equity securities without shareholder approval under ASX Listing Rule 7.1. If shareholders do not approve Resolution 3 then the Capital Raising Shares will not be issued and the Transaction will not proceed.
(c) If shareholders pass Resolution 6 then, subject to the Acquisition Resolutions passing, the Company will be able to issue up to 50,000,000 Fee Options. The approval will also increase the Company’s ongoing capacity to issue equity securities without shareholder approval under ASX Listing Rule 7.1 in the event that any of the Fee Options are exercised. If shareholders do not approve Resolution 6 then the Fee Options will not be issued which may affect the ability of the Company to incentive third-parties as a means to facilitating completion of the Capital Raising.
(d) If shareholders pass Resolutions 7A to 8B then, subject to the Acquisition Resolutions passing, the Company will be able to issue shares and Note Options upon conversion of existing Notes. The approval will also increase the Company’s ongoing capacity to issue equity securities without shareholder approval under ASX Listing Rule 7.1, the extent of this increase is dependent on the extent (if any) to which the Note Options are exercised. If shareholders do not approve Resolutions 7A to 8B then the Notes will not be able to be converted and shares and Note Options will not be able to be issued which may affect the ability of the Company to satisfy the requirements for reinstatement and, as a result, complete the Transaction.
(e) If shareholders pass Resolution 9 then, subject to the Acquisition Resolutions passing, the Company will be able to issue shares and Note Options upon conversion of up to 143,000 further Notes (with accrued interest, if any) without using the placement capacity available to the Company under ASX Listing Rule 7.1. The approval will, subject to conversion of the further Notes, also increase the Company’s ongoing capacity to issue equity securities without shareholder approval under ASX Listing Rule 7.1. If shareholders do not approve Resolution 9 then the share and Note Options to be issued upon conversion of further Notes and accrued

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interest will be issued under the placement capacity available to the Company under ASX Listing Rule 7.1.

(f) If shareholders pass Resolutions 10A to 10D then, subject to the Acquisition Resolutions passing, the directors of the Company and Mr Ranko Matic will each be able to subscribe for up to the number of Capital Raising Shares set out in the relevant Resolution. If shareholders do not approve Resolutions 10A to 10D then the Directors and Mr Ranko Matic will not be able to subscribe for Capital Raising Shares which may adversely affect the ability of the Company to complete the Capital Raising and, therefore, complete the Transaction.
(g) If shareholders pass Resolutions 11A and 11B then, subject to the Acquisition Resolutions passing, 500,000 Incentive Options will be issued to each of Olaf and Peter. If shareholders do not approve Resolutions 11A and 11B then the Incentive Options will not be issued. The Company believes the Incentive Options are an appropriate means to incentivise the recipients.

Resolution 1: Approval for change of activities

Resolution 1 seeks approval for the Company’s shareholders for the purposes of the ASX Listing Rules in connection with the nature and scale of the activities of the Company which results from the acquisition of BRZ. Further details are required by the ASX Listing Rules are set out below:

ASX Listing Rule 7.1

The Company seeks shareholder approval for the purposes of ASX Listing Rule 7.1 with respect to the proposed issue of 8,333,333 Consideration Shares, 6,666,666 Milestone 1 Shares and 6,666,666 Milestone 2 Shares to the BRZ Vendors.

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the company’s issued share capital at the commencement of the twelve month period. One circumstance where an action or an issue is not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

(a) The securities are to be issued to the BRZ Vendors, who hold all the issued share capital of BRZ.
(b) The maximum number of securities to be issued is 6,666,666 fully paid ordinary shares (being the Consideration Shares), 6,666,666 Milestone 1 Shares and 6,666,666 Milestone 2 Shares.
(c) The securities are proposed to be issued simultaneous with completion of the Transaction and, in any event, no securities to which this Resolution 1 relates will be issued later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver).
(d) No cash is payable for the issue of Consideration Shares and Milestone Shares. The Consideration Shares and Milestone Shares are proposed to be issued as consideration for the acquisition by the Company of all the issued share capital of BRZ.
(e) The Consideration Shares and Milestone Shares will be issued to the BRZ Vendors. Details of the identity of the BRZ Vendors is set out in section 2 of this Memorandum.
(f) The Consideration Shares will have the same terms and rights as, and rank equally with, the Company’s existing fully paid ordinary shares. The Milestone 1 Shares and Milestone 2 Shares will have the terms as set out in Annexure A and will convert to fully paid ordinary shares upon satisfaction of the Application Milestone to that Milestone Share.

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(g) The Consideration Shares and Milestone Shares are proposed to be issued under the SSA, a summary of which is set out in section 2 of this Memorandum.
(h) A voting exclusion is contained in the Notice accompanying this Memorandum.

ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and/or scale of its activities it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the official list of ASX.
ASX has indicated it required the Company to:
(a) obtain the approval of shareholders for the proposed change of activities pursuant to ASX Listing Rule 11.1.2; and
(b) Re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules (in accordance with ASX Listing Rule 11.1.3).

Accordingly, the Company seeks shareholder approval for the Company to change the nature and scale of its activities under ASX Listing Rule 11.1.2 and pursuant to ASX Listing Rule 11.1.3 in order for the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

Details of the proposed acquisition by the Company of BRZ and the proposed changes to the structure and operations of the Company are described throughout this Memorandum.

Guidance Note 12 – Significant Transaction

As noted above, ASX required the Company to seek shareholder approval for the proposed change of activities pursuant to ASX Listing Rule 11.1.2 and to re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3.

Accordingly, the Company provides the following information in accordance with Section 7.2 of Guidance Note 12:

The Company is proposing to undertake the Transaction.

ASX Listing Rule 11.1.2 empowers ASX to require a listed company to obtain the approval of its shareholders to a significant change to the nature or scale of its activities. The Transaction will involve a significant change to the nature and scale of the Company’s activities for these purposes and, as is usual practice, ASX has imposed a requirement under ASX Listing Rule 11.1.2 that the Company obtain shareholder approval for the Transaction.

Resolution 1 seeks shareholder approval to the Transaction under and for the purposes of ASX Listing Rule 11.1.2.

If Resolution 1 is passed, then subject to all other Acquisition Resolutions being passed, the Company will be able to proceed with the Transaction and issue the securities, including the Consideration Shares and Milestone Shares the subject of this Resolution 1, as set out throughout this Memorandum subject to the satisfaction of conditions precedent to the Transaction set out in section 2 of this Memorandum.

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If Resolution 1 is not passed the Company will not be able to proceed with the Transaction, all Resolutions in the Notice will be withdrawn and no securities proposed to be issued as set out in the Notice and this Memorandum will be issued.

Guidance Note 19 – Milestone Shares

The Milestone Shares proposed to be issued to the BRZ Vendors are performance shares for the purposes of the ASX Listing Rules and Guidance Note 19. Accordingly, the Company provides the following information to shareholders in accordance with Section 10 of Guidance Note 19:

(a) The Company is proposing to issue the Milestone Shares. As is usual practice, ASX has imposed a requirement under ASX Listing Rule 6.1 and Guidance Note 19 that the Company obtain shareholder approval to issue the Milestone Shares.

Resolution 1 seeks shareholder approval for the issue of the Milestone Shares under, and for the purposes of, the ASX Listing Rules.

If Resolution 1 is passed, then subject to all other Acquisition Resolutions being passed, the Company will be able to proceed with the Transaction and issue the Milestone Shares upon and subject to completion of the Transaction.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Milestone Shares (or the Transaction) and the Milestone Shares will not be issued and, as a consequence of shareholders not approving Resolution 1, the Transaction will not proceed.

(b) The Milestone Shares are to be issued to the BRZ Vendors. Details of the number of Milestone Shares to be received by each is set out in Section 2 of this Memorandum.
(c) Other the Jerko Peter Zuvela, all other BRZ Vendors are unrelated to the Company. Jerko Peter Zuvela is deemed to be a related party of the Company by operation of section 228(6) of the Corporations Act due to BRZ nominating him as a Director of the Company on and from completion of the Transaction. Further details are set out in section 2 of this Memorandum.
(d) The Milestone Shares are being issued in connection with the Transaction as partconsideration for the acquisition by the Company of all the issued capital of BRZ from the BRZ Vendors. Further details with respect to the Transaction are set out in this Memorandum and in the announcements made by the Company to ASX (notably the announcement on 17 April 2019).
(e) The full terms of the Milestone Shares are set out in Annexure A.
(f) Milestone Shares convert to fully paid ordinary shares in the Company on a one-for-one basis upon satisfaction of the applicable milestone. The dilutive impact of the conversion of Milestone 1 Shares and Milestone 2 Shares on the capital structure of the Company is set out in section 9 of this Memorandum.
(g) A voting exclusion statement as set out in the Notice applies to Resolution 1.

Resolution 2: Appointment of Director – Jerko Peter Zuvela

The Constitution of the Company provides that the Company may elect a person as a Director by resolution passed in general meeting. A Director elected at a general meeting is taken to have been elected with effect immediately after that general meeting unless the resolution by which the Director was appointed or elected specifies a different time.

The Company proposes Jerko Peter Zuvela be elected as a Director of the Company, on and from completion of the Transaction.

Details of the qualifications and relevant professional and commercial experience of Jerko Peter Zuvela are set out in section 13 of this Memorandum.

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Resolution 3: Approval for issue of Capital Raising Shares

Resolution 3 seeks approval for the purposes of ASX Listing Rule 7.1 for the issue of up to 83,333,333 fully paid ordinary shares at an issue price of $0.06 (6 cents) per share ( Capital Raising Shares ) to raise $5 million (before costs). No Capital Raising Shares will be issued to any related parties of the Company except as contemplated by Resolutions 10A to 10D as set out in the Notice.

The Capital Raising offer proceeding will be conditional on shareholders passing all of the Acquisition Resolutions and the Company completing its acquisition of BRZ.

The Company also seeks shareholder approval under Resolution 3 for the issue of the Capital Raising Shares at an issue price of less than $0.20 (20 cents) per Capital Raising Share.

The minimum number of shares that may be issued under the Capital Raising is 76,666,666 Capital Raising Shares (being the equivalent of $4.6 million at the $0.06 (6 cent) issue price) and the maximum number of shares that may be issued under the Capital Raising is 83,333,333 Capital Raising Shares (being the equivalent of $5 million at the $0.06 (6 cent) issue price). If subscriptions are not received for the minimum 76,666,666 Capital Raising Shares the Capital Raising and Transaction will not proceed.

The Capital Raising will be conducted by way of an offer made under a prospectus proposed to be issued by the Company. In addition to enabling the Company to comply with the disclosure obligations of Chapter 6D of the Corporations Act, the prospectus is part of re-compliance with Chapters 1 and Chapter 2 of the ASX Listing Rules and recommencement of trading in the Company’s fully paid ordinary shares on the Official List of the ASX.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

(a) Shares under the Capital Raising will be issued under a public disclosure document (prospectus) and therefore recipients cannot be known as at the date of the Notice.
(b) The maximum number of securities to be issued is 83,333,333 fully paid ordinary shares.
(c) The ordinary fully paid shares 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).
(d) The issue price will be $0.06 (6 cents) per ordinary fully paid share.
(e) The ordinary fully paid shares are proposed to be issued to the applicants of the Capital Raising made pursuant to a prospectus. Except as otherwise provided for in the Notice and this Memorandum it is not anticipated any related party of the Company will receive shares.
(f) The shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary fully paid shares.
(g) The Company intends to use the funds raised from the shares issued under the Capital Raising (after costs) to fund the exploration and development of the Mining Claims as set out in section 4 of this Memorandum. A detailed use of funds budget will be set out in the prospectus to be issued by the Company.

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(h) The shares are being issued in connection with the Transaction, details of which are set out throughout this Memorandum and have previously been announced to ASX.
(i) A voting exclusion statement as set out in the Notice applies to this Resolution 3.
Resolution 4: Amendment to Constitution

Creation of Milestone Shares

The Company proposes amending its Constitution to create the Milestone 1 Shares and Milestone 2 Shares as classes of shares of the Company with effect upon shareholders passing this Resolution.

If shareholders pass Resolution 4, they will be taken to have agreed to the variation of their rights as holders of ordinary shares occasioned by the creation of the Milestone 1 Shares and Milestone 2 Shares as further classes of shares in the capital of the Company.

Restricted securities

The Company proposes amending its Constitution to reflect changes with respect to restricted (escrowed) securities under the ASX Listing Rules which took effect on 1 December 2019.

The amendment is proposed to address the new terms of ASX Listing Rule 15.12 which, subject to transitional arrangements for existing listed entities, provides that the Constitution of a listed entity must include specific text which is set out in full in Annexure D. An outline of the impact of these changes is set out below:

adding that, if restricted securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the entity’s issuer sponsored sub-register and to have a holding lock applied for the duration of the escrow period applicable to those securities. This formalises prior requirements of ASX that each holder of restricted securities must sign a written restriction agreement with respect to those restricted securities;
adding that a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the listing rules of ASX. This amendment contains similar content to ASX Listing Rule 7.24A which provides that an entity must not return capital to holders of restricted securities; and
other consequential drafting changes to clarify the application of ASX Listing Rule 15.12.

As the Company is already listed, any existing restricted securities on issue are subject to transitional arrangements. However, if the Company:

undertakes a transaction requiring re-compliance with Chapters 1 & 2 of the ASX Listing Rules under ASX Listing Rule 11.1.3 (full re-compliance) involving the issue of restricted securities;
issues restricted securities to a party referred to in ASX Listing Rule 10.1 for the acquisition of a substantial classified asset from that party,

it will be required to comply with the new terms of ASX Listing Rule 15.12 in respect of any of its restricted securities following the above transaction(s).

The Transaction requires the Company to re-comply with Chapters 1 & 2 of the ASX Listing Rules under ASX Listing Rule 11.1.3 and it is anticipated that the Company will issue restricted securities in connection with the Transaction. Accordingly, the Constitution is required to contain the provisions set out in Annexure D for the Transaction to proceed.

General

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Resolution 4 is a special resolution and, as a result, must be passed by at least 75% of all votes cast by members entitled to vote at the virtual Meeting (whether in person or by proxy, attorney or, in the case of a corporate member, by a corporate representative).

The proposed amendments to the Constitution is set out in Annexure D to this Memorandum.

Resolution 5: Change of company name

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 5 seeks the approval of shareholders for the Company to change its name to “Ragusa Minerals Limited”. The Board proposes this change of name on the basis that it more accurately reflects the proposed operations of the Company upon the successful completion of the Transaction.

If Resolution 5 is passed the change of name will take effect after the successful completion of the Transaction and when ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and, if Resolution 5 is passed, the Company will lodge a copy of the special resolution with ASIC on successful completion of the Transaction in order to effect the change.

Resolution 5 is a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution.

Resolution 6: Approval for issue of Fee Options

Resolution 6 seeks approval for the purposes of ASX Listing Rule 7.1 for the issue of up to 50,000,000 Fee Options, each with an exercise price of $0.12 (12 cents), expiring 31 December 2022, subscription price of $0.0001 (0.001 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise with terms set out in Annexure B to unrelated third party advisors (and/or their nominee(s)) who provide services to the Company in connection with the introduction, facilitation and implementation of the Transaction.

Resolution 6 also seeks shareholder approval to issue the Fee Options with an exercise price of less than $0.20 (20 cents) per Fee Option.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

(a) Fee Options may be issued at the discretion of the Company to unrelated third party advisors (and/or their nominee(s)) who provide services to the Company in connection with the introduction, facilitation and implementation of the Transaction (which may include assisting with raising funds under the Capital Raising and assisting with relisting) at the discretion of the Board. The recipients and number of Fee Options to be issued are not known as at the date of the Notice.
(b) The maximum number of securities to be issued is up to 50,000,000 Fee Options, however as at the date of the Notice the Company has not identified how many Fee Options it may issue or the proposed recipients of Fee Options.

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(c) The Fee 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).
(d) Fee Options have a subscription price of $0.0001 (0.001 cents) per Fee Option.
(e) Fee Options are proposed to be issued to unrelated third party advisors (and/or their nominee(s)) who provide services to the Company in connection with the Transaction.
(f) The Fee Options are exercisable at $0.12 (12 cents), expiring 31 December 2022 have a subscription price of $0.0001 (0.001 cents) and, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise have terms set out in Annexure B.
(g) $5,000 will be raised from the issue of Fee Options, which are proposed to be issued to advisors (or their nominees) who provide services to the Company in connection with the introduction, facilitation and implementation of the Transaction. Funds raised upon exercise of Fee Options (if any) will be applied to meeting the working capital requirements of the Company at the time of exercise.
(h) A voting exclusion statement as set out in the Notice applies to this Resolution 6.

Background to Resolutions 7A to 8B

As set out in section 5 of this Memorandum, the Company has issued an aggregate of 430,000 Notes across various tranches to raise a total of $430,000 before costs.

Funds raised from issue of the Notes have been, or will be, used to bridge fund the Company to the Capital Raising, including the costs of implementing the Transaction.

A summary of the terms of the Notes are set out in section 5 of this Memorandum. Except as set out below, Notes were issued to unrelated professional, sophisticated and other investors who are exempt from the disclosure requirements of Chapter 6D of the Corporations Act identified by the Company.

The Company confirms the Maturity Dates of all Notes is 30 September 2020.

Notes and accrued interest convert at $0.06 (6 cents) per share. Interest shall continue to accrue until conversion of the Notes and therefore the number of shares to be issued on conversion of Notes and accrued interest is not known. Indicative examples showing the number of shares that may be issued upon the conversion of Notes and accrued interest at specific times is set out in section 5.

Each share issued upon conversion of Notes and accrued interest is to be accompanied by one freeattaching Note Option. Note Options have terms as set out below and in Annexure B.

Resolutions 7A to 8B seek shareholder approval for the issue of fully paid ordinary shares and Note Options upon conversion of Notes. Further details are set out below.

Resolutions 7A and 7B – approval to issue shares and options to unrelated parties

Resolutions 7A and 7B seek approval for the purposes of ASX Listing Rule 7.1 for the issue of fully paid ordinary shares and Note Options upon conversion of Notes held by unrelated sophisticated,

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professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act who were identified by the Company.

Notes and accrued interest are convertible to fully paid ordinary shares at $0.06 (6 cents) per share, with each share issued upon conversion of Notes to be accompanied by one free-attaching Note Option.

Resolution 7B also seeks shareholder approval to issue the Note Options with an exercise price of less than $0.20 (20 cents) per Note Option.

Unrelated third party investors hold an aggregate of 410,000 Notes. For indicative purposes only, if Notes and accrued interest convert on 30 September 2020 then an aggregate total of 5,943,903 shares will be issued to these Note holders (subject to rounding). The same number of Note Options will be issued as the number of shares issued upon conversion of Notes and accrued interest.

If shareholder approval is not obtained then the Company may at its discretion seek to issue the shares and Note Options using its existing capacity under the ASX Listing Rules, subject to compliance with all legal and regulatory requirements.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

(a) The shares and Note Options will be issued, upon conversion of Notes and accrued interest, to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act who were identified by the Company and subscribed for and were issued Notes.
(b) As interest continues to accrue on Notes the maximum number of shares that may be issued upon conversion of Notes held by unrelated third parties is not known as at the date of the Notice. The maximum number of securities to be issued is able to be calculated by dividing the face value of Notes plus accrued interest by $0.06 (6 cents). The number of Note Options will equal the number of shares issued upon conversion of Notes held by unrelated third parties and accrued interest.
(c) The ordinary fully paid shares and Note Options the subject of Resolutions 7A and 7B 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).
(d) Shares will be issued upon conversion of Notes and accrued interest at a conversion price of $0.06 (6 cents) per share. Note Options will be issued as free-attaching to shares on a one-forone basis.
(e) The shares and Note Options will be issued upon conversion of Notes and accrued interest with respect to Notes held by unrelated third party investors who were sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act who were identified by the Company.
(f) The shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary fully paid shares. The Note Options are exercisable at $0.09 (9 cents), expiring 31 December 2022 and, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise have terms set out in Annexure B.
(g) No funds will be raised upon conversion of Notes. Funds raised upon issue of Notes have been, or will be, used to bridge fund the Company to the Capital Raising, including the costs of

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implementing the Transaction. Funds raised upon exercise of Note Options (if any) will be used to meet the working capital requirements of the Company at the time of exercise. Details of the Transaction are set out through this Memorandum and have been previously released by the Company to ASX.

(h) The shares and Note Options are being issued pursuant to the terms of the Notes which are summarised in section 5 of this Memorandum.
(i) A voting exclusion statement as set out in the Notice applies to Resolutions 7A and 7B.

Resolutions 8A and 8B – approval to issue shares and options to Cavalier

Resolutions 8A and 8B seek approval for the purposes of ASX Listing Rule 7.1 for the issue of fully paid ordinary shares and Note Options upon conversion of Notes held by Cavalier, an entity associated with Ranko Matic. Cavalier holds 20,000 Notes. As Ranko Matic was a Director of the Company in the last six months, Cavalier is considered to be a related party for the purposes of the ASX Listing Rules and the Corporations Act.

Resolution 8B also seeks shareholder approval to issue the Note Options to Cavalier with an exercise price of less than $0.20 (20 cents) per Note Option.

For indicative purposes only, if Notes and accrued interest held by Cavalier convert on 30 September 2020 then an aggregate total of 378,046 shares will be issued to these Note holders (subject to rounding). The same number of Note Options will be issued as the number of shares issued upon conversion of Notes and accrued interest.

As Cavalier is a related party of the Company as described above, the issue of shares and Note Options to Cavalier upon conversion of Notes requires shareholder approval for the purposes of ASX Listing Rule 10.11. If shareholder approval is not obtained then the Company will be required to repay the face value and interest accrued in respect of the Notes held by Cavalier.

ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. For the purpose of Listing Rule 10.11, a related party includes a director of the company, an entity over which a Director has control and an entity which ASX believes, or has reasonable grounds to believe, is likely to become a related party of the company in the future.

Shareholder approval is being sought under Listing Rule 10.11 for each of Resolutions 8A and 8B and as such approval is not required under ASX Listing Rule 7.1.

ASX Listing Rule 10.13 requires the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 10.11 must include specific information which is set out below with respect to Resolutions 8A and 8B:

(a) The shares and Note options are proposed to be issued upon conversion of Notes and accrued interest on Notes held by Cavalier, an entity associated with Ranko Matic. Ranko Matic was a Director of the Company in the last six months and therefore a related party of the Company under ASX Listing Rule 10.11.1.
(b) As interest continues to accrue on Notes the maximum number of shares that may be issued upon conversion of Notes held by Cavalier is not known as at the date of the Notice. The maximum number of securities to be issued is able to be calculated by dividing the face value of Notes plus accrued interest by $0.06 (6 cents). The number of Note Options will equal the number of shares issued upon conversion of Notes held by Cavalier and accrued interest. The Company is seeking shareholder approval to issue up 390,000 shares and Note Options to Cavalier (which is higher than the number of shares and Note Options to be issued if the Notes held by Cavalier convert on 30 September 2020) to ensure that further shareholder approval to issue shares and Note Options on conversion of Notes held by Cavalier will not be required.

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The Company will only issue shares and Note Options on account of the principal and interest on the Notes held by Cavalier, with the number of shares and Note Options actually issued highly likely to be less than the number of shares and New Options for which shareholder approval is sought.

(c) The ordinary fully paid shares and Note Options the subject of Resolutions 8A and 8B will be issued no later than 30 September 2020 in accordance with the waiver granted by ASX.
(d) A voting exclusion statement as set out in the Notice applies to Resolutions 8A and 8B.
(e) Shares will be issued upon conversion of Notes and accrued interest at a conversion price of $0.06 (6 cents) per share. Note Options will be issued as free-attaching to shares on a one-forone basis.
(f) No funds will be raised upon conversion of Notes. Funds raised upon issue of Notes have been, or will be, used to bridge fund the Company to the Capital Raising, including the costs of implementing the Transaction. Funds raised upon exercise of Note Options (if any) will be used to meet the working capital requirements of the Company at the time of exercise.
(g) The shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary fully paid shares. The Note Options are exercisable at $0.09 (9 cents), expiring 31 December 2022 and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise have terms set out in Annexure B.

Chapter 2E – Corporations Act – Resolutions 8A and 8B

Cavalier, as an entity associated with Ranko Matic who is a former director of the Company in the last 6 months, is a related parties under the Corporations Act.

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the company’s members (shareholders). The issue of share and Note Options on conversion of the Notes held by Cavalier would constitute the giving of a financial benefit as defined under section 229 of the Corporations Act.

The Directors of the Company have formed the view that the issue of share and Note Options on conversion of the Notes held by Cavalier is reasonable in circumstances if the Company and each of the respective parties were dealing on arms’ length terms. The Directors have formed this view on the basis that the related parties would be provided the same rights as other holders of Notes on conversion.

Having regard to the above, the Directors of the Company consider the issue of shares and Note Options to Cavalier upon conversion of the Notes it holds is reasonable and on terms that would be (and in this case are being) offered to parties at arms’ length from the Company having regard to the purpose of the issue and falls within the exception set out in section 210 of the Corporations Act.

Resolution 9: Approval for issue of Notes

Resolution 9 seeks approval for the purposes of ASX Listing Rule 7.1 for the issue of shares and Note Options upon conversion of up to 143,000 Notes (with accrued interest, if any) to be issued to unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act. Funds raised (if any) upon issue of Notes will be used to bridge fund the Company to the Capital Raising, including the costs of implementing the Transaction.

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The Company may issue further Notes prior to the date of the Meeting, however such Notes and accrued interest shall not convert into the shares and Note Options for which shareholder approval is being sought under Resolution 9 until after the Meeting.

Resolution 9 also seeks shareholder approval to issue shares at a conversion price of less than $0.20 (20 cents) each and Note Options with an exercise price of less than $0.20 (20 cents) each upon conversion of Notes and accrued interest.

As at the date of the Notice, the Company has not determined to issue any Notes for which the shareholder approval is sought under Resolution 9. The Company is not required to issue a certain number of Notes (or any at all) even if shareholders approve Resolution 9.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

(a) Shares and Note Options issued on conversion of further Notes and accrued interest are proposed to be issued to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act identified by the Company. The number of shares, Note Options and Notes, and the proposed recipients (if any), are not known as at the date of the Notice.

(b) The maximum number of shares and Note Options that may be issued on conversion of up to 143,000 Notes (with accrued interest, if any) is not known as at the date of the Notice. The number of shares and Note Options to be issued upon conversion of Notes (if any)) and accrued interest will change daily on and from issue of the Notes upon the accrual of interest and according the maximum number of shares and Note Options to be issued upon conversion of Notes and accrued interest is not known as at the date of the Notice.
(c) The shares and Note 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).
(d) Notes have an issue price and face value of $1.00.
(e) The shares and Note Options will be issued upon conversion of Notes (with accrued interest, if any) which are proposed to be issued to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act identified by the Company.
(f) Notes have terms as set out in section 5 of this Memorandum.
(g) If all 143,000 Notes are issued, $143,000 will be raised. Funds raised (if any) upon issue of Notes will be used to bridge fund the Company to the Capital Raising, including the costs of implementing the Transaction.
(h) A voting exclusion statement as set out in the Notice applies to this Resolution 9.

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Resolutions 10A to 10D – approval for directors to participate in capital raising

Resolutions 10A to 10D seek shareholder approval for the purposes of ASX Listing Rule 10.11 for the existing directors and a separate related party of the Company to participate in the Capital Raising by subscribing for Capital Raising Shares on the same terms as other investors under the Capital Raising.

The maximum subscription that may be made by each Director and the related party (and/or their nominee(s)) and the maximum number of shares under the Capital Raising represented by the maximum subscription are set out in the table below:

RESOLUTION	PARTICIPANT	MAXIMUM SUBSCRIPTION	MAXIMUM CAPITAL RAISING SHARES
10A	Peter Chai	$1,374,388	22,906,474
10B	Michael Melamed	$60,000	1,000,000
10C	Olaf Frederickson	$60,000	1,000,000
10D	Ranko Matic	$60,000	1,000,000
TOTAL		$1,554,388	25,906,474

* Participants may also subscribe for Capital Raising Shares via a nominee(s).

The maximum number of Capital Raising Shares for which Peter Chai (and/or his nominee(s)) is proposed to have the right, but not the obligation, to subscribe for will be up to an amount representing 19.9% of the issued voting shares of the Company at completion of the Transaction to ensure that the relevant interest of Mr Chai and his associates in combination do not have a relevant interest in excess of 20% of the issued voting shares of the Company. The maximum for Mr Chai set out in the table above is 19.9% of the total number of shares on issue following completion of the Transaction if the maximum amount is raised under the Capital Raising.

The number of Capital Raising Shares for which shareholder approval is sought under Resolution 10A represents 19.9% of the shares of the Company on issue following completion of the Transaction if all the Notes the subject of Resolution 9 were issued on 15 July 2020 and converted on 30 September 2020 as set out on pages 25 and 26 of this Memorandum. The actual number of Capital Raising Shares for which Peter Chai will have the right, but not the obligation, to subscribe will be less than the number for which shareholder approval is sought, however the Company chose the higher number to avoid the need to potentially re-seek shareholder approval for Mr Chai to have the right, but not the obligation, to subscribe for a higher number of Capital Raising Shares.

If shareholders approve resolutions 10A to 10D, the related parties noted in the above table would have the right, but not the obligation, to subscribe for Capital Raising Shares under the Capital Raising up to the maximum noted in the above table. It is expressly noted that details of any director participation in the Capital Raising would not be released until such time as shares under the Capital Raising are issued.

Resolution 10A to 10D also seeks shareholder approval to issue the Capital Raising Shares to the existing Directors at an issue price of less than $0.20 (20 cents) per Capital Raising Share.

ASX Listing Rules

Shareholder approval is being sought under Listing Rule 10.11 for each of Resolutions 10A to 10C and as such approval is not required under ASX Listing Rule 7.1.

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(a) The proposed participants, maximum subscription and maximum number of Capital Raising Shares that may be acquired by each of Resolutions 10A to 10D are passed in set out below:

RESOLUTION	PARTICIPANT*	MAXIMUM SUBSCRIPTION	MAXIMUM SHARES
10A	Peter Chai	$1,374,388	22,906,474
10B	Michael Melamed	$60,000	1,000,000
10C	Olaf Frederickson	$60,000	1,000,000
10D	Ranko Matic	$60,000	1,000,000
TOTAL		$1,554,388	25,906,474

* Participants may also subscribe for Capital Raising Shares via a nominee(s).

(b) Each of the proposed participants is a related party of the Company (being either current directors or a former director in the last 6 months) for the purposes of ASX Listing Rule 10.11.1.
(c) The Company will issue the Capital Raising Shares that are subscribed for by related parties at the same time as issue of all other Capital Raising Shares and in any event no later than 30 September 2020 in accordance with the waiver granted by ASX.
(d) Shares under the capital raising have a price of $0.06 (6 cents) per share. Funds raised from the issue of Capital Raising Shares are proposed to be used as set out in the use of funds in section 4 of this Memorandum.
(e) A voting exclusion for Resolutions 10A to 10D is set out in the Notice.

Chapter 2E – Corporations Act – Resolutions 10A to 10D

Each of the proposed participants in the Capital Raising under Resolutions 10A to 10D are directors and a former director of the Company in the last 6 months and they are each therefore related parties under the Corporations Act.

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the company’s members (shareholders). The issue of shares under the Capital Raising would constitute the giving of a financial benefit as defined under section 229 of the Corporations Act.

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The existing Directors of the Company (with each not being present during consideration of their proposed participation in the Capital Raising) have formed the view that the participation of the other existing Directors is on terms that would be reasonable in circumstances if the Company and each of the respective parties were dealing on arms’ length terms. The existing Directors (with each not being present during consideration of their proposed participation in the Capital Raising) have formed this view on the basis that the related parties would be provided the right to participate in the Capital Raising on the same terms as all other investors in the Capital Raising, which is proposed to be made pursuant to a public disclosure document (prospectus).

Having regard to the above, the existing Directors of the Company (with each not being present during consideration of their proposed participation in the Capital Raising) consider the participation by related parties in the Capital Raising is reasonable and on terms that would be (and in this case will be) offered to parties at arms’ length from the Company having regard to the purpose of the issue and falls within the exception set out in section 210 of the Corporations Act.

Background to Resolutions 11A and 11B

Resolutions 11A and 11B seek shareholder approval for the issue of aggregate of 1,000,000 of Incentive Options (each with an exercise price of $0.12 (12 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022, subscription price of $0.0001 (0.001 cents) and which, upon exercise, entitle the holder to one fully paid ordinary share in the Company and otherwise having terms as set out in Annexure B.

The proposed recipients of Incentive Options are set out in the table below:

RESOLUTION	RECIPIENT*	NUMBER OF INCENTIVE OPTIONS
11A	Peter Chai	500,000
11B	Olaf Frederickson	500,000
TOTAL		1,000,000

*Incentive Options may be issued to nominee(s) are advised to the Company.

The issue of Incentive Options is subject to and conditional upon completion of the Transaction. Further details with respect to the proposed issue of Incentive Options is set out below.

Resolutions 11A and 11B also seek shareholder approval to issue the Incentive Options to the recipients noted in the above table with an exercise price of less than $0.20 (20 cents) per Incentive Option.

ASX Listing Rules

Shareholder approval is being sought under Listing Rule 10.11 for each of Resolutions 11A to 11B and as such approval is not required under ASX Listing Rule 7.1.

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(a) The proposed recipients and the maximum number of Incentive Options to be acquired by each person for whom approval under ASX Listing Rule 10.11 is sought under Resolutions 11A and 11B is set out in the table below:

RESOLUTION	RECIPIENT*	NUMBER OF INCENTIVE OPTIONS
11A	Peter Chai	500,000
11B	Olaf Frederickson	500,000
TOTAL		1,000,000

* Incentive Options may be issued to nominee(s) as advised to the Company

(b) Each of the proposed recipients are Directors of the Company and are therefore related parties for the purposes of ASX Listing Rule 10.11.1.
(c) Incentive Options have an exercise price of $0.12 (12 cents) (which exercise price is less than the $0.20 required by ASX Listing Rule 1.1 [Condition 11]) expiring 31 December 2022, subscription price of $0.0001 (0.01 cents) and otherwise have terms as set out in Annexure B.
(d) The Company will issue the Incentive Options immediately prior to completion of the Transaction and in any event no later than 30 September 2020 in accordance with the waiver granted by ASX.
(e) $100 will be raised from the issue of the Incentive Options. Funds raised upon exercise of Incentive Options (if any) will be used to meet the working capital requirements of the Company at the time of exercise.
(f) Each of the proposed recipients does not currently receive fees for their services as directors. Following completion of the Transaction, it is proposed each proposed recipient of Incentive Options will receive $3,000 per month for acting as a director. This amount is not inclusive of any special exertions undertaken by the proposed recipient beyond the scope of their duties as directors. Each of the proposed recipients will also receive the Incentive Options as set out in the table above. Each of the proposed recipients are not proposed to receive any other form of remuneration from the Company as at the date of the Notice.
(g) Incentive Options are proposed to be issued as reasonable remuneration to each of the proposed recipients.
(h) A voting exclusion for Resolutions 11A to 11B is contained in the Notice.

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Each of the proposed recipients of Incentive Options under Resolutions 11A are 11B inclusive are related parties of the Company as defined under the Corporations Act.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

(a) the circumstances of the Company; and

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(b) the related party’s circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue is reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the respective positions and responsibilities of each of the Directors, the Company’s reliance on a limited number of personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company, and the terms of the Incentive Options. The Company considers that the issue of Incentive Options is an effective tool which preserves the cash reserves of the Company and its group entities whilst providing valuable consideration for the Directors.

Each Director was not present during any discussions and/or determination of the proposed issue of their respective Incentive Options.

Following issue of the Incentive Options, Peter Chai and Olaf Frederickson will each have a relevant interest in 500,000 Incentive Options.

15. Director recommendations

Acquisition Resolutions

Each of the Company’s Directors has approved the issue of the Notice and this Memorandum.

The Directors do not have any personal interest in the outcome of any of the Acquisition Resolutions except in their capacity as existing shareholders.

Each of the Directors recommend that shareholders vote in favour of the Acquisition Resolutions as they are of the view that the acquisition of BRZ is in the best interests of the Company. The Directors believe that the Transaction is in the best interest of, and has the potential to transform, the Company.

All Directors recommend that shareholders read the Notice and this Memorandum prior to determining how to vote on the Acquisition Resolutions set out in the Notice.

Other Resolutions

The Directors unanimously recommend shareholders vote in favour of all resolutions other than the Acquisition Resolutions except for Resolutions 10A to 11B.

The Directors each abstain from making any recommendation with respect to their personal participation in the Capital Raising under resolutions 10A to 11B.

The Directors do, however, recommend shareholders vote in favour of those resolutions of Resolutions 10A to 11B that do not relate to their personal interests.

NOTE:

Unless otherwise specified, all monetary amounts are expressed in Australian dollars.

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ANNEXURE A TERMS OF MILESTONE SHARES

(a) ( Milestone Shares ): A Milestone Share is a share in the capital of The Company.
(b) ( General Meetings ): A Milestone Share shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of The Company that are circulated to The Company shareholders. The Holder of a Milestone Share has the right to attend general meetings of The Company shareholders.
(c) ( No Voting Rights ): A Milestone Share does not entitle the Holder to vote on any resolutions proposed at a general meeting of The Company shareholders, subject to any voting rights under the Corporations Act 2001 (Cth) or the ASX Listing Rules (if The Company is listed on ASX at the relevant time) where such rights cannot be excluded by these terms.
(d) ( No Dividend Rights ): A Milestone Share does not entitle the Holder to any dividends.
(e) ( Rights on Winding Up ): Upon winding up of The Company, a Milestone Share may not participate in the surplus profits or assets of The Company.
(f) ( Not Transferable ): A Milestone Share is not transferable.
(g) ( Issues and Reorganisation of Capital ): In the event that the issued capital of The Company is reconstructed, and The Company is listed on ASX at the relevant time, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the Holders are not diminished or terminated.
(h) ( Application to ASX ): This clause applies on and from the date The Company becomes listed on ASX. The Milestone Shares will not be quoted on ASX. Upon conversion of a Milestone Share in an ordinary share in The Company ( Share ) in accordance with these terms, The Company must within seven (7) days from the date of conversion, apply for and use best endeavours to obtain official quotation on ASX of the Shares arising from conversion.
(i) ( Participation in Entitlement and Bonus Issues ): Subject always to the rights under item (g), holders of Milestone Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(j) ( Amendment required by ASX ): This clause applies on and from the date The Company becomes listed on ASX. The terms of the Milestone Shares may be amended as necessary by the Board in order to comply with the ASX Listing Rules, or any direction of ASX regarding the terms provided that, subject to compliance with the ASX listing rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
(k) ( No Other Rights ): A Milestone Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
(l) ( Conversion ): Subject to paragraph (p) below, a Milestone Share will convert into one fully paid ordinary share in the Company (a Share ) upon the achievement of the milestone applicable to that Milestone Share (the Applicable Milestone ). The Applicable Milestone for a Milestone Share will be specified in the terms of issue of or invitation to apply for the Milestone Share.
(m) ( Conversion Procedure ): In the event the Milestone is satisfied, all of the Milestone Shares held by a Holder will convert into an equal number of Shares.

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(n) ( Lapse ): If the Applicable Milestone for a Milestone Share is not achieved within the time or by the event specified for and as part of the Applicable Milestone, all Milestone Shares for which that milestone is the Applicable Milestone will lapse and be deemed to have been cancelled without payment or other compensation to the Holder.
(o) ( After conversion ): The Shares into which the Milestone Shares will convert will rank pari passu in all respects with existing Shares and, if The Company is listed on ASX, an application will be made by The Company to ASX for official quotation of the Shares issued upon Conversion.
(p) ( Compliance with Law ): The conversion of Milestone Shares is subject to compliance at all times with the Corporations Act and the Listing Rules of ASX (if the Company is listed on ASX at the relevant time).

Terms of Issue

The following are to apply under paragraphs (l) and (n) of the Terms of Milestone Shares set out above as terms of issue of Milestone Shares:

(a) For Milestone 1 Shares, the applicable milestone is an announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 20,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne by not later than 18 months from completion of the Transaction, subject to amendment to the terms of Milestone 1 Shares as required by ASX; and
(b) For Milestone 2 Shares, the applicable milestone is an announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 100,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne by not later than 36 months from completion of the Transaction, subject to amendment of the terms of Milestone Shares 2 as required by ASX.

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ANNEXURE B TERMS OF OPTIONS

Note Options, Fee Options and Incentive Options have exercise prices, expiry dates and subscription prices (if applicable) as set out in the Memorandum and otherwise have terms set out below:

Each option ( Option ) entitles the holder to acquire one ordinary fully paid share ( Share ) in the capital of the Company.
The exercise price is a price per Option as set out in the Memorandum to which these terms are Annexed.
The Options have the expiry date as set out in the Memorandum to which these terms are Annexed. The Options can be exercised by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the options are exercised to the Company’s share registry.
Any Option that has not been exercised prior to the expiry date automatically lapses.
Holders shall not be entitled to exercise their Options (and the Company will not be required to issue shares upon such exercise) if it would be unlawful to do so.
The exercise price is payable in full on exercise.
Where an Option holder determines to exercise some, but not all, of their held Options, the total aggregate amount payable to exercise the Options must be a minimum of $1,000.
Subject to the Corporations Act, the ASX Listing Rules and the Constitution of the Company, and unless otherwise specified at the time of issue Options are freely transferable.
All Shares issued upon exercise of Options will rank pari passu in all respects with, and will have the same terms as, the Company's then issued ordinary fully paid shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of Options, subject to any restriction obligations imposed by ASX. The Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant Options.
There are no participation rights or entitlements inherent in the Options. Option holders are not entitled to participate in new issues of securities offered to shareholders without first exercising the Option. The Company will send notices to option holders at least five (5) business days prior to the record date (or such shorter period as allowed by the ASX Listing Rules) applying to offers of securities made to shareholders during the currency of the Options.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry date, the number of Options or the exercise price of the options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.
Shares issued upon the exercise of Options will be fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company.

ANNEXURE C PRO-FORMA

	Subsequent	Minimum subscription Pro forma	Minimum subscription Pro forma	Maximum subscription	Maximum subscription
		Pro forma		Pro forma
Westwood Audited 31-Dec-19 $ - - - - 119,212 119,212 119,212 - 44,319 44,319 1,025,828 1,025,828	events Unaudited 31-Dec-19 $ 127,000 - 127,000 - - - 127,000 162,941 - 162,941 - -	adjustments Unaudited 31-Dec-19 $ 4,001,000 - 4,001,000 528,252 (119,212) 409,040 4,410,040 (492,563) (16,067) (508,630) (1,025,828) (1,025,828)	Pro forma Unaudited 31-Dec-19 $ 4,168,474 8,820 4,177,294 528,252 - 528,252 4,705,546 - 148,716 148,716 - -	adjustments Unaudited 31-Dec-19 $	Pro forma Unaudited 31-Dec-19 $
				4,377,000	4,544,474
				-	8,820
				4,377,000	4,553,294


				528,252	528,252
				(119,212)	-
				409,040	528,252
				4,786,040	5,081,546



				(492,563)	-
				(16,067)	148,716
				(508,630)	148,716


				(1,025,828)	-
				(1,025,828)	-
1,070,147	162,941	(1,534,458)	148,716	(1,534,458)	148,716
(950,935)	(35,941)	5,944,498	4,556,830	6,320,498	4,932,830
143 - -	- - -	5,133,790 (1,157,700) -	12,924,124 (1,155,152) -

				5,506,087	13,296,421
				(1,157,700)	(1,155,152)
				-	-

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Retained income/(Accumulated losses) Total equity	(8,193,532) (400,792)	(951,078) (950,935)	(35,941) (35,941)	1,968,409 5,944,498	(7,212,142) 4,556,830	1,972,112		(7,208,439)
						6,320,498		4,932,830

Notes to pro-forma

The Pro Forma Statement of Net Assets has been compiled by aggregating the statement of financial position of the Company as at 31 December 2019 and the statement of financial position of Westwood as at 31 December 2019, and reflecting the Directors’ pro forma adjustments for the impact of the following subsequent event and other transactions which are proposed to occur immediately before or following completion of the Offer.

The following pro forma adjustment has been made in relation to events subsequent to 31 December 2019:

(i) The issue between February and July 2020 of 127,000 Convertible Notes of $1.00 each, convertible into fully paid ordinary shares in the Company, each with a free-attaching option to acquire an ordinary share in the Company, with an exercise price of $0.09 and an expiry date of 31 December 2022; and
(ii) The accrued interest on all issued Convertible Notes for the period from 1 January 2020 (or date of issue, if later) to 30 September 2020;

The following pro forma transactions are yet to occur, but are proposed to occur immediately before or following completion of the Offer:

(iii) The issue of between 76,666,666 and 83,333,333 fully paid ordinary shares in the Company at $0.06 each, to raise between $4,600,000 (Minimum Subscription) and $5,000,000 (Maximum Subscription) before costs pursuant to the Offer. As set out in the Memorandum, the Minimum Subscription may be increased by the Company if necessary to ensure compliance with the net tangible assets requirements under the ASX Listing Rules;
(iv) The payment of cash costs related to the Offer estimated to be between $599,000 (Minimum Subscription) and $623,000 (Maximum Subscription);
(v) Completion of the acquisition of Westwood though the issue of 8,333,333 fully paid ordinary shares (“Consideration Shares”);
(vi) The waiver by Westwood of $16,067 in related party payables and forgiveness of $1,025,828 of director and shareholder loans;
(vii) The writedown of Westwood’s property, plant and equipment to its estimated fair value of nil;
(viii) The issue of 8,209,389 fully paid ordinary shares in the Company (at an issue price of $0.06 per share) on conversion of Convertible Notes totalling $492,563 (including accrued interest of $62,563);
(ix) The issue of 50,000,000 unlisted options (“Fee Options”) to advisors (or their nominees) for their role in connection with the introduction, implementation and facilitation of the Acquisition (which assumes the maximum number of Fee Options are issued by the Company). Advisor Options have a subscription price of $0.0001 per Option, a $0.12 exercise price and expire on 31 December 2022; and

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(x) The issue of 1,000,000 unlisted options (“Incentive Options”) to directors of the Company. These options have a subscription price of $0.0001 per Option, a $0.12 exercise price and expire on 31 December 2022.

Issue of additional Convertible Notes

The Company may issue up to a further 143,000 Convertible Notes with a face value of $1.00 each, convertible into fully paid ordinary shares. To the extent that these additional Convertible Notes are issued prior to completion of the Offer, the amount raised will increase the Company’s cash and cash equivalents and will increase the Convertible Notes liability by the same amount (plus accrued interest). To the extent that these additional Convertible Notes convert into ordinary shares in the Company, the Convertible Notes liability will reduce and the issued capital amount will increase by the same amount.

ANNEXURE D CONSTITUTION AMENDMENT

Creation of Milestone Shares

Insert new clause 2A as follows:

“ OTHER CLASS OF SHARES

(a) The Company has, or proposes having, on issue the classes of shares with special rights on issue as described in Annexure 1. The classes of shares described in Annexure 1 shall be converted to ordinary shares upon satisfaction of the Applicable Milestone (as defined in Annexure 1) to that class of shares.
(b) Upon conversion of all shares in a class set out in Annexure 1 to ordinary shares, that portion of Annexure 1 relating to that class of shares shall be removed from, and have no further operation in respect of, this Constitution.
(c) Annexure 1 shall be removed in full upon conversion of all classes of shares set out in Annexure 1 to ordinary shares.
(d) For the avoidance of doubt, removal of a class of shares from Annexure 1 or Annexure 1 in full from the Constitution is a mechanism of the terms of this Constitution and does not constitute variation of this Constitution.”

Insert new Annexure 1 as follows:

“ANNEXURE 1 – CLASSES OF SHARES (OTHER THAN ORDINARY SHARES)

The Company may have on issue up to 6,666,666 Milestone 1 Shares and 6,666,666 Milestone 2 Shares. The terms of Milestone 1 Shares and Milestone 2 Shares are identical but for Applicable Milestone.

References in this Annexure 1 to “Milestone Shares” is to both the Milestone 1 Shares and the Milestone 2 Shares:

(a) ( Milestone Shares ): A Milestone Share is a share in the capital of The Company.
(b) ( General Meetings ): A Milestone Share shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of The Company that are circulated to The Company shareholders. The Holder of a Milestone Share has the right to attend general meetings of The Company shareholders.
(c) ( No Voting Rights ): A Milestone Share does not entitle the Holder to vote on any resolutions proposed at a general meeting of The Company shareholders, subject to any voting rights under the Corporations Act 2001 (Cth) or the ASX Listing Rules (if The Company is listed on ASX at the relevant time) where such rights cannot be excluded by these terms.
(d) ( No Dividend Rights ): A Milestone Share does not entitle the Holder to any dividends.
(e) ( Rights on Winding Up ): Upon winding up of The Company, a Milestone Share may not participate in the surplus profits or assets of The Company.
(f) ( Not Transferable ): A Milestone Share is not transferable.
(g) ( Issues and Reorganisation of Capital ): In the event that the issued capital of The Company is reconstructed, and The Company is listed on ASX at the relevant time, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the Holders are not diminished or terminated.

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(h) ( Application to ASX ): This clause applies on and from the date The Company becomes listed on ASX. The Milestone Shares will not be quoted on ASX. Upon conversion of a Milestone Share in an ordinary share in The Company ( Share ) in accordance with these terms, The Company must within seven (7) days from the date of conversion, apply for and use best endeavours to obtain official quotation on ASX of the Shares arising from conversion.
(i) ( Participation in Entitlement and Bonus Issues ): Subject always to the rights under item (g), holders of Milestone Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(j) ( Amendment required by ASX ): This clause applies on and from the date The Company becomes listed on ASX. The terms of the Milestone Shares may be amended as necessary by the Board in order to comply with the ASX Listing Rules, or any direction of ASX regarding the terms provided that, subject to compliance with the ASX listing rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
(k) ( No Other Rights ): A Milestone Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
(l) ( Conversion ): Subject to paragraph (p) below, a Milestone Share will convert into one fully paid ordinary share in the Company (a Share ) upon the achievement of the milestone applicable to that Milestone Share (the Applicable Milestone ). The Applicable Milestone for a Milestone Share will be specified in the terms of issue of or invitation to apply for the Milestone Share.
(m) ( Conversion Procedure ): In the event the Milestone is satisfied, all of the Milestone Shares held by a Holder will convert into an equal number of Shares.
(n) ( Lapse ): If the Applicable Milestone for a Milestone Share is not achieved within the time or by the event specified for and as part of the Applicable Milestone, all Milestone Shares for which that milestone is the Applicable Milestone will lapse and be deemed to have been cancelled without payment or other compensation to the Holder.
(o) ( After conversion ): The Shares into which the Milestone Shares will convert will rank pari passu in all respects with existing Shares and, if The Company is listed on ASX, an application will be made by The Company to ASX for official quotation of the Shares issued upon Conversion.
(p) ( Compliance with Law ): The conversion of Milestone Shares is subject to compliance at all times with the Corporations Act and the Listing Rules of ASX (if the Company is listed on ASX at the relevant time).

The following are to apply under paragraphs (l) and (n) of the Terms of Milestone Shares set out above as terms of issue of Milestone Shares:

(a) For Milestone 1 Shares, the applicable milestone is an announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 20,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne by not later than 18 months from completion of the Transaction, subject to amendment to the terms of Milestone 1 Shares as required by ASX; and
(b) For Milestone 2 Shares, the applicable milestone is an announcement by the Company of the delineation of an Inferred Mineral Resource (as defined in the JORC Code) of at least 100,000 ounces of gold at a cutoff grade of not less than 0.5 gram per tonne by not later than 36 months from completion of the Transaction, subject to amendment of the terms of Milestone Shares 2 as required by ASX.”

-58-

Restricted Securities

Amendment of clause 12 of the Constitution by deleting clause 12 in full and substituting the following:

“At times when the Company’s shares are listed for quotation on the ASX, for so long as the Company has any restricted securities on issue and despite any other provision in this Constitution:

(a) a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or ASX.
(b) if the restricted securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the Company’s issuer sponsored sub-register and are to have a holding lock applied for the duration of the escrow period applicable to those securities.
(c) the Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or ASX.
(d) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or ASX.
(e) if a holder of restricted securities breaches a restriction deed or a provision of the Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.
(f) in this clause 12, and for the purposes of this Constitution generally when used in connection with this clause 12 or its subject matter, the following words and phrases have the meaning given to them in the ASX Listing Rules: “class”; “dispose” or “disposal” (which include using an asset as collateral - see chapter 19 of the ASX Listing Rules); “holding lock”; “issuer sponsored sub-register”; “restriction deed”; and “securities”.”

SIV ASSET MANAGEMENT LIMITED

ACN 143 194 165

LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  SIV Asset Management Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 11:30am on Saturday, 22 August 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

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

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. Shareholders are strongly encouraged to lodge their directed proxies appointing the Chair as early as possible and in any event prior to the cut-off of proxy voting as set out in the Notice (being 11:30am on Saturday, 22 August 2020)

DEFAULT TO CHAIRMAN OF THE MEETING

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

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

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

To appoint a second proxy you must:

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

(b) return both forms together.

SIGNING INSTRUCTIONS

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

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

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

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of SIV Asset Management Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are if you are NOTNOT appointing the Chairman of the Meeting as your appointing the Chairman of the Meeting proxy, please write the name of the person or body corporate you as your proxy, please write the name of the person or body Meeting (mark box) are appointing as your proxy corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting 2019 of the Company to be held at 11:30am on Monday, 24 August 2020 as a virtual meeting via Zoom only (the Meeting ) and at any postponement or adjournment of the Meeting. Please refer to the Notice for details as to how to register to attend the virtual meeting. Important for Resolutions 11A & 11B: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 11A & 11B, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

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

Resolutions

For Against Abstain * For Against Abstain * 8A Approval For Issue Of Shares To A Related Party
8B Approval For Issue Of Options To A Related Party
9 Approval To Issue Shares And Options On Conversion Of Convertible Notes
1 Approval For Change Of Activities
2 Appointment Of Director – Jerko Peter Zuvela
3 Approval For Capital Raising

==> picture [79 x 168] intentionally omitted <==

4 Amendment To Constitution 10A Approval For Director To Participate In Capital Raising – Peter Chai
5 Change Of Name 10B Approval For Director To Participate In Capital Raising – Michael Melamed
6 Approval To Issue Options 10C Approval For Director To Participate In Capital Raising – Olaf Frederickson
7A Approval To Issue Shares 10D Approval For Related Party To Participate In Capital Raising – Ranko Matic
7B Approval To Issue Options 11A Approval To Issue Options To A Director – Peter Chai
11B Approval To Issue Options To A Director – Olaf Frederickson

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

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

SAM PRX2001B

AI assistant

RAGUSA MINERALS LTD — Proxy Solicitation & Information Statement 2020

65664_rns_2020-07-21_caeb4715-b673-4bfc-b7a0-69117a743bde.pdf

SIV ASSET MANAGEMENT LIMITED [ABN 39 143 194 165]

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT

PROXY FORM

IMPACTS OF COVID-19 ON THE MEETING

NOTICE OF GENERAL MEETING SIV ASSET MANAGEMENT LIMITED [ABN 39 143 194 165]

IMPORTANT NOTICE

GENERAL BUSINESS

RESOLUTION 1: APPROVAL FOR CHANGE OF ACTIVITIES

Voting Exclusion Statement

RESOLUTION 2: APPOINTMENT OF DIRECTOR – JERKO PETER ZUVELA

RESOLUTION 3: APPROVAL FOR CAPITAL RAISING

Voting Exclusion Statement

RESOLUTION 4: AMENDMENT TO CONSTITUTION

RESOLUTION 5: CHANGE OF NAME

RESOLUTION 6: APPROVAL TO ISSUE OPTIONS

Voting Exclusion Statement

RESOLUTION 7A: APPROVAL TO ISSUE SHARES

RESOLUTION 7B: APPROVAL TO ISSUE OPTIONS

Voting Exclusion Statement – Resolutions 7A to 7B

RESOLUTION 8A: APPROVAL FOR ISSUE OF SHARES TO A RELATED PARTY

RESOLUTION 8B: APPROVAL FOR ISSUE OF OPTIONS TO A RELATED PARTY

Voting Exclusion Statement – Resolutions 8A – 8B

RESOLUTION 9: APPROVAL TO ISSUE SHARES AND OPTIONS ON CONVERSION OF CONVERTIBLE NOTES

Voting Exclusion Statement

RESOLUTION 10A: APPROVAL FOR DIRECTOR TO PARTICIPATE IN CAPITAL RAISING – PETER CHAI

RESOLUTION 10B: APPROVAL FOR DIRECTOR TO PARTICIPATE IN CAPITAL RAISING – MICHAEL MELAMED

RESOLUTION 10C: APPROVAL FOR DIRECTOR TO PARTICIPATE IN CAPITAL RAISING – OLAF FREDERICKSON

RESOLUTION 10D: APPROVAL FOR RELATED PARTY TO PARTICIPATE IN CAPITAL RAISING – RANKO MATIC

Voting Exclusion Statement – Resolutions 10A – 10D

RESOLUTION 11A: APPROVAL TO ISSUE OPTIONS TO A DIRECTOR – PETER CHAI

RESOLUTION 11B: APPROVAL TO ISSUE OPTIONS TO A DIRECTOR – OLAF FREDERICKSON

Voting Exclusion Statement – Resolutions 11A – 11B

Voting Prohibition – Resolutions 11A – 11B

PROXY AND VOTING INSTRUCTIONS

PROXY INSTRUCTIONS

HOW THE CHAIR WILL VOTE UNDIRECTED PROXIES

CORPORATE REPRESENTATIVES

VOTING ENTITLEMENT

VOTING RESTRICTIONS ON RESOLUTIONS 11A and 11B

SPECIAL RESOLUTIONS

SIV ASSET MANAGEMENT LIMITED [ABN 39 143 194 165] (“SAM” or the “Company”) EXPLANATORY MEMORANDUM

BUSINESS

1. Overview of the Transaction

2. Transaction Terms

Overview of terms of Share Sale Agreement

Consideration

Conditions precedent

Other material terms

Vendors of BRZ

Chapter 2E – Corporations Act

BRZ option to acquire Westwood

Change of name

3. Amendment to Constitution

4. Capital Raising

5. Interim funding – convertible notes

6. Incentive Options

7. ASX waivers

8. Overview of Meeting Resolutions

9. Effect on Capital Structure

Post-transaction

Ordinary Shares

Milestone Shares

Following conversion of Milestone Shares

Post-conversion of Notes the subject of Resolution 9

10. Pro-forma statement of financial position

11. About the Company, BRZ, Westwood and the Project

About the Company

Balancing Rocks Zim Pty Ltd Overview

Westwood Industrial (Private) Ltd Overview

Lonely Mine Project Overview

12. Risks

Company Specific Risks

Operating in Zimbabwe

Political and economic risk

Zimbabwe’s legal environment

Mineral exploration

RAGUSA MINERALS LTD Proxy Solicitation & Information Statement 2020