25 October 2024

NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM

Dear Shareholder,

Further to the announcement dated 7 October 2024, Raiden Resources Limited (ABN 68 009 161 522) (Company) (ASX: RDN) hereby gives notice that the Annual General Meeting (AGM) of Shareholders will be held at the office of RSM Australia Pty Ltd, Level 32, Exchange Tower, 2 The Esplanade, Perth, 6000, on Wednesday, 27 November 2024, at 3:45pm (WST). Please note that nominations from persons who wish to be considered for election as a director have now closed.

The Notice of Meeting (NOM) is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial advisor, lawyer, accountant or other professional adviser.

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the NOM to shareholders unless a shareholder has requested a hardcopy of the NOM or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The NOM is made available to shareholders electronically. This means that:

You can access the Meeting Materials online at the Company's website https://raidenresources.com.au/announcements/.
A complete copy of the Meeting Materials has been posted to the Company's ASX Market announcements page at www.asx.com.au under the Company's ASX code "RDN".

Those shareholders who receive their company communications in the post will therefore receive a printed copy of this letter and their personalised proxy form.

Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company's share registry, Automic Group, with links directing them to this notice and the online voting portal https://investor.automic.com.au/#/loginsah

If you have any difficulties obtaining a copy of the NOM please contact the Company's share registry, Automic Group Pty Ltd on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas)

The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who cannot attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 3.45pm (WST) on Monday, 25 November 2024. Any proxy forms received after that time will not be valid for the meeting.

For and on behalf of the Board.

Yours sincerely KYLA GARIC Company Secretary

RAIDEN RESOURCES LIMITED

Raiden Resources Limited (ACN 009 161 522)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Wednesday, 27 November 2024

3.45 PM AWST

To be held in person at

RSM Australia Pty Ltd, Level 32, Exchange Tower, 2 The Esplanade Perth, WA 6000

The Annual Report is available online at www.raidenresources.com.au.

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 (8) 6158 9990.

NOTICE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of Raiden Resources Limited (ACN 009 161 522) (Company) will be held in person at RSM Australia Pty Ltd, Level 32, Exchange Tower, 2 The Esplanade Perth, WA 6000 on Wednesday, 27 November 2024 commencing at 3.45 PM AWST (Meeting).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 4:00PM AWST on Monday, 25 November 2024.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Annual Report

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

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass as a non-binding resolution the following:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors' Report for the financial year ended 30 June 2024 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

(a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Director – Mr Michael Davy

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

"That, for the purpose of clause 10.3(c) of the Constitution, and for all other purposes, Mr Michael Davy, a Director, retires, and being eligible for re-election, is elected as a Director with immediate effect."

3. Resolution 3 – Approval of 10% Placement Facility

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum."

4. Resolutions 4(a) – 4(d) - Approval to Issue Director Performance Rights to Directors under the Existing Plan – Mr Dusko Ljubojevic, Mr Michael Davy, Mr Dale Ginn and Ms Kyla Garic

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue:

(a) 30,000,000 Performance Rights to Mr Dusko Ljubojevic (or his nominee/s);
(b) 14,000,000 Performance Rights to Mr Michael Davy (or his nominee/s);
(c) 4,000,000 Performance Rights to Mr Dale Ginn (or his nominee/s); and
(d) 8,000,000 Performance Rights to Ms Kyla Garic (or her nominee/s),

under the Existing Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of:

(a) Resolution 4(a) by or on behalf of:
- (i) any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Dusko Ljubojevic or his nominee); or
- (ii) any associate of that person or those persons;
(b) Resolution 4(b) by or on behalf of:
- (i) any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Michael Davy or his nominee); or
- (ii) any associate of that person or those persons;
(c) Resolution 4(c) by or on behalf of:
- (i) any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Dale Ginn or his nominee); or
- (ii) any associate of that person or those persons;
(d) Resolution 4(d) by or on behalf of:
- (i) any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Kyla Garic or her nominee); or
- (ii) any associate of that person or those persons.

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

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

Voting Prohibition Statement

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

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
- (i) a member of the Key Management Personnel; or
- (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
Provided the Chair is not a Resolution 4(a)-4(d) Excluded Party, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated 11 October 2024

BY ORDER OF THE BOARD

Ms Kyla Garic Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held in person at RSM Australia Pty Ltd, Level 32, Exchange Tower, 2 The Esplanade Perth, WA 6000 on Wednesday, 27 November 2024 commencing at 3.45 PM AWST.

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

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting by attending in person, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

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

Shareholders and their proxies should be aware that:

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

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the Chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and
(d) either of the following applies:
- (i) if a record of attendance is made for the meeting the proxy is not recorded as attending;
- (ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company's Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolution 1 and Resolutions 4(a) – 4(d), unless you direct them how to do so.

If you intend to appoint a member of the Company's Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolution 1 and Resolutions 4(a) – 4(d), by marking "For", "Against" or "Abstain" for each of those resolutions.

2.3 Submit your Proxy Vote

(a) Online

Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.

(b) By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL	Automic, GPO Box 5193, Sydney NSW 2001
BY FAX	+61 2 8583 3040
BY EMAIL	[email protected]
IN PERSON	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

3. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

(a) discuss the Annual Report which is available online at www.raidenresources.com.au;
(b) ask questions or make comment on the management of the Company;
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report will cease to hold office immediately before that further meeting but may stand for reelection.

At the Company's previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention.

5. Resolution 2 – Re-election of Director – Mr Michael Davy

5.1 General

Clause 10.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in the office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 10.3(c) of the Constitution is eligible for reelection.

The Company currently has three non-executive Directors and accordingly one must retire.

Mr Michael Davy (Mr Davy) will retire in accordance with clause 10.3(c) of the Constitution and being eligible, seeks re-election.

5.2 Qualifications and Experience

Mr Davy is an Australian executive and accountant with over 16 years' experience across a range of industries. His last major role was financial controller of Songa Offshore (listed Norwegian Oil and Gas drilling company acquired by Transocean Ltd [NYSE: RIG] in January 2018), where Mr Davy managed the finance function and team for the Australian operations. Prior to that, Mr Davy worked in London for other large organisations in the finance department. Mr Davy is currently a director and owner of a number of successful private businesses, which are currently all run under one management. During the past five years, Mr Davy has held directorships in several ASX listed companies.

5.3 Independence

If re-elected, the Board considers Mr Davy to be an independent Director.

5.4 Board recommendation

The Board (excluding Mr Davy) recommends that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements commencing from the date of the Meeting where the Company obtains the approval until the earlier of the following:

(a) the date that is 12 months after the date of the Meeting at which the approval is obtained;
(b) the time and date of the Company's next annual general meeting; or
(c) the time and date of the approval of Shareholders of a transaction under Listing Rule 11.1.2 or 11.2 in respect of the Company,

(10% Placement Facility).

The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company currently has a market capitalisation of $125,882,510 and is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer Section 6.2(c) below).

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue two classes of quoted Equity Securities, being Shares (ASX: RDN) and Listed Options (ASX: RDNOA).

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

$$ (A \times D) - E $$

Where:

A is the number of fully paid ordinary securities on issue at the commencement of the relevant period:
- (A) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than Exception 9,16 or 17;
- (B) plus the number of fully paid ordinary securities issued in relevant period on the conversion of convertible securities within Listing Rule 7.2 Exception 9 where:
  - (1) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
  - (2) the issue of, or agreement to issue, the convertible securities approved, or taken to have been approved, under Listing Rule 7.1 or 7.4;
- (C) plus the number of fully paid ordinary securities issued in relevant period under an agreement to issue securities within Listing Rule 7.2 Exception 16 where:
  - (1) the agreement was entered into before the commencement of the relevant period; or
  - (2) the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;
- (D) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4;
- (E) plus the number of partly paid ordinary securities that became fully paid in the relevant period;
- (F) less the number of fully paid shares cancelled in the relevant period.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%.
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.
(d) Listing Rule 7.1A and Listing Rule 7.3A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 2,800,334,211 Shares and therefore has a capacity to issue:

(i) 420,050,132 Equity Securities under Listing Rule 7.1; and
(ii) 280,033,421 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the Meeting at which the approval is obtained;
(ii) the time and date of the entity's next annual general meeting; or
(iii) the time and date of the approval by shareholders of the eligible entity's ordinary securities of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(10% Placement Period).

6.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) on the Resolution.

6.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
- (i) the date on which the price at which the Equity Securities are to be issued is agreed; or
- (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:
- (i) the market price for the Company's Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than of the date of the Meeting; and
- (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

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

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table shows:

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

Variable "A" in Listing Rule7.1A.2			Dilution
		$0.022550% decrease inIssue Price	$0.045Issue Price	$0.09100% increase inIssue Price
Current Variable"A"2,797,389,123	10%VotingDilution	279,738,912Shares	279,738,912Shares	279,738,912Shares
Shares	Fundsraised	$6,294,126	$12,588,251	$25,176,502
50% increase incurrent Variable "A4,196,083,685	10%VotingDilution	419,608,368Shares	419,608,368Shares	419,608,368Shares
Shares	Fundsraised	$9,441,188	$18,882,377	$37,764,753
100% increase incurrent Variable"A"	10%VotingDilution	559,477,825Shares	559,477,825Shares	559,477,825Shares
5,594,778,246Shares	Fundsraised	$12,588,251	$25,176,502	$50,353,004

Note

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
1. No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example at 10%.
1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder's holding at the date of the Meeting.
1. The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
1. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
1. The issue price is $0.045, being the closing price of the Shares on ASX on 2 October 2024.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
(d) The Company can only issue Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards continued exploration including drilling, an acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.
(e) The Company will comply with the disclosure obligations under the Listing Rule 7.1A(4) upon issue of any Equity Securities.
(f) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not Related Parties or associates of a Related Party of the Company.

(g) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 21 November 2023. In the 12 months preceding the date of the 2024 Annual General Meeting to the date of this Notice, the Company issued a total of nil Equity Securities under Listing Rule 7.1A.
(h) For the purpose of ASX Listing Rule 14.1A (and in addition to the disclosure in clause 6.4(b) above):
- (i) if Resolution 3 is passed, the Directors will be able to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1; and
- (ii) if Resolution 3 is not passed, the Directors will not be able to issue the Equity Securities under Listing Rule 7.1A, and will have to either rely on the Company's existing 15% placement capacity under Listing Rule 7.1 (from time to time), or (in the event that the Company's 15% placement capacity is exhausted) the Company will be required to obtain prior shareholder approval under Listing Rules 7.1 before being able to issue such Equity Securities (which may result in the Company incurring further time and expense).

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. As such, no voting exclusion statement has been included in the Notice.

The Directors of the Company believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

7. Resolutions 4(a) – 4(d) - Approval to Issue Director Performance Rights to Directors under the Existing Plan – Mr Dusko Ljubojevic, Mr Michael Davy, Mr Dale Ginn and Ms Kyla Garic

7.1 General

As announced on 30 September 2024, the Company intends to issue, subject to shareholder approval, a total of 56,000,000 Performance Rights (Director Performance Rights) to the Directors (or their respective nominees), comprising of the following tranches:

Tranche	Vesting Milestone	Expiry Date
Tranche 1	Tranche 1 Performance Rights will vest into fully paid ordinaryshares of the Company (1:1 basis) upon the Companyachieving either:	5:00pmAWSTonthe date that
	(a)a VWAP of $0.075 over a period of 15 trading days beforethe Expiry Date; or;	is three (3)yearsfromthe date of
	(b)a market capitalisation of $200 million over a period of 15trading days before the Expiry Date.	issue.
Tranche 2	Tranche 2 Performance Rights will vest into fully paid ordinaryshares of the Company (1:1 basis) upon the Companyachieving either:	5:00pmAWSTonthe date that
	(a)a VWAP of $0.10 over a period of 15 trading days beforethe Expiry Date; or;	is three (3)yearsfromthe date of
	(b)a market capitalisation of $350 million over a period of 15trading days before the Expiry Date.	issue.
Tranche 3	Tranche 3 Performance Rights will vest into fully paid ordinaryshares of the Company (1:1 basis) upon the Companyachieving either:	5:00pmAWSTonthe date that
	(a)a VWAP of $0.15 over a period of 15 trading days beforethe Expiry Date; or;	is three (3)yearsfromthe date of
	(b)a market capitalisation of $500 million over a period of 15trading days before the Expiry Date.	issue.
Tranche 4	Tranche 4 Performance Rights will vest into fully paid ordinaryshares of the Company (1:1 basis) upon the Companyachieving either:	5:00pmAWSTonthe date that
	(a)a VWAP of $0.20 over a period of 15 trading days beforethe Expiry Date; or;	is three (3)yearsfromthe date of
	(b)a market capitalisation of $700 million over a period of 15trading days before the Expiry Date.	issue.

The Director Performance Rights are proposed to be issued to the Directors (or their respective nominees), as follows:

(a) 30,000,000 Director Performance Rights to Mr Dusko Ljubojevic (or his nominee), comprising:
- (i) 7,500,000 Tranche 1 Performance Rights;
- (ii) 7,500,000 Tranche 2 Performance Rights;
- (iii) 7,500,000 Tranche 3 Performance Rights;
- (iv) 7,500,000 Tranche 4 Performance Rights;
(b) 14,000,000 Director Performance Rights to Michael Davy (or his nominee), comprising:
- (i) 3,500,000 Tranche 1 Performance Rights;
- (ii) 3,500,000 Tranche 2 Performance Rights;
- (iii) 3,500,000 Tranche 3 Performance Rights; and
(iv) 3,500,000 Tranche 4 Performance Rights;
(c) 4,000,000 Director Performance Rights to Mr Dale Ginn (or his nominee), comprising:
- (i) 1,000,000 Tranche 1 Performance Rights;
- (ii) 1,000,000 Tranche 2 Performance Rights;
- (iii) 1,000,000 Tranche 3 Performance Rights; and
- (iv) 1,000,000 Tranche 4 Performance Rights; and
(d) 8,000,000 Director Performance Rights to Ms Kyla Garic (or her nominee), comprising:
- (i) 2,000,000 Tranche 1 Performance Rights;
- (ii) 2,000,000 Tranche 2 Performance Rights;
- (iii) 2,000,000 Tranche 3 Performance Rights; and
- (iv) 2,000,000 Tranche 4 Performance Rights,

(together, the Director Performance Rights).

The full terms and conditions of the Director Performance Rights are set out in Schedule 3.

The Director Performance Rights are to be issued pursuant to the Existing Employee Securities Incentive Plan (Existing Plan), the terms of which are summarised in Schedule 4. The main purpose of the Existing Plan is to enable the Company to offer an additional reward to Directors, employee and consultants for providing their dedicated and ongoing commitment and effort to the Company. The Existing Plan is designed to increase the motivation of the Company's personnel and create a stronger link between increasing Shareholder value and personnel reward.

Resolutions 4(a) - 4(d) seek Shareholder approval for the issue of the Director Performance Rights to the Directors (or their respective nominees).

7.2 Section 195(4) of the Corporations Act

Each of the Directors have a material personal interest in the outcome of Resolutions 4(a)- 4(d) (as applicable to each Director) by virtue of the fact that Resolutions 4(a)-4(d)are concerned with the issue of the Director Performance Rights to Directors of the Company.

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered. In the absence of Shareholder approval under section 195(4) of the Corporations Act, the Directors may not be able to form a quorum at Board meetings necessary to carry out the terms of these Resolutions. The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to determine.

7.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and

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

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

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

As this Notice includes Resolutions seeking Shareholder approval to issue the Director Performance Rights to all of the Directors, the Directors have been unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to these issues. Accordingly, Shareholder approval is sought for the issue of the Director Performance Rights to the Related Parties (or their respective nominees) in accordance with Chapter 2E of the Corporations Act.

7.4 ASX Listing Rule 10.14

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

(a) a director of the company;
(b) an associate of a director of the company; or
(c) a person whose relationship with the company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of the Director Performance Rights requires approval by Shareholders under Listing Rule 10.14 as the recipients of the Director Performance Rights fall within Listing Rule 10.14.1 as Directors. Resolutions 4(a) - 4(d) seeks the required Shareholder approval for the issue of the Director Performance Rights under and for the purposes of Listing Rule 10.14.

7.5 Technical information required by Listing Rule 14.1A

If Resolutions 4(a)-4(d) are passed, the Company will be able to proceed with the issue of the Director Performance Rights under the Existing Plan, within three (3) years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the Director Performance Rights will not use up any of the Company's 15% annual placement capacity.

If Resolutions 4(a)-4(d) are not passed, the Company will not be able to proceed with the issue of the Performance Rights and the Company may consider alternative forms of remuneration in lieu of such issue.

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

Pursuant to and in accordance with the requires of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 4(a)-4(d):

(a) the Director Performance Rights will be issued under the Existing Plan to Mr Dusko Ljubojevic, Mr Michael Davy, Mr Dale Ginn and Ms Kyla Garic (or their respective nominees), each being a related party of the Company and falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director of the Company;

(b) the maximum number of Director Performance Rights to be issued to the Directors (or their respective nominees) under the Existing Plan is 56,000,000 Director Performance Rights, as follows:

	Mr DuskoLjubojevic(or hisnominee)	Mr MichaelDavy(or hisnominee)	Mr Dale Ginn(or hisnominee)	Ms Kyla Garic(or hernominee)
Tranche 1	7,500,000	3,500,000	1,000,000	2,000,000
Tranche 2	7,500,000	3,500,000	1,000,000	2,000,000
Tranche 3	7,500,000	3,500,000	1,000,000	2,000,000
Tranche 4	7,500,000	3,500,000	1,000,000	2,000,000
Total	30,000,000	14,000,000	4,000,000	8,000,000

(c) the total remuneration package for each of the Directors for the previous financial year and proposed total remuneration package for the current financial year (excluding the value of the Director Performance Rights) is set out below:

Related Party	FY 2024	FY 2025
Mr Dusko Ljubojevic 1	$255,496	$265,000
Mr Michael Davy 2	$60,000	$84,000
Mr Dale Ginn 3	$48,000	$48,000
Ms Kyla Garic 4	$48,000	$48,000

Notes:

1. Mr Dusko Ljubojevic was appointed as Managing Director on 20 February 2018. Mr Ljubojevic's total remuneration package for FY2024 comprised of a base salary of $255,496. For FY2025, Mr Ljubojevic is entitled to receive a salary of $265,000 per annum (inclusive of superannuation) for his role as Managing Director. The increase in salary is a result of increase of workload from 80% to 100% and following a periodic review of remuneration (this was effective from 1 September 2023) (from 1 July 2023-31 August 2023, Mr Ljubojevic was entitled to receive 80% of $260,000 per annum (inclusive of superannuation)). If the Director Performance Rights are issued (being the subject of Resolution 4(a)), Mr Ljubojevic will receive a total of 30,000,000 Director Performance Rights (comprising of 7,500,000 Tranche 1 Performance Rights, 7,500,000 Tranche 2 Performance Rights, 7,500,000 Tranche 3 Performance Rights and 7,500,000 Tranche 4 Performance Rights). A valuation of the Director Performance Rights is included at Schedule 3.
1. Mr Michael Davy was appointed as Non-Executive Chairman on 29 June 2017. Mr Davy's total remuneration package for FY2024 comprised of a base salary of $60,000. For FY2025, from 1 July 2024 Mr Davy is entitled to receive $84,000 per annum for his role as Non-Executive Chairman. If the Director Performance Rights are issued (being the subject of Resolution 4(b)), Mr Davy will receive a total of 14,000,000 Director Performance Rights (comprising of 3,500,000 Tranche 1 Performance Rights, 3,500,000 Tranche 2 Performance Rights, 3,500,000 Tranche 3

Performance Rights and 3,500,000 Tranche 4 Performance Rights). A valuation of the Director Performance Rights is included at Schedule 3.

1. Ms Dale Ginn was appointed as Non-Executive Director on 13 May 2021. Mr Ginn's total remuneration package for FY2024 comprised of a base salary of $48,000. For FY2025, Mr Ginn is entitled to receive $48,000 per annum for his role as Non-Executive Director. If the Director Performance Rights are issued (being the subject of Resolution 4(c)), Mr Ginn will receive a total of 4,000,000 Director Performance Rights (comprising of 1,00,000 Tranche 1 Performance Rights, 1,000,000 Tranche 2 Performance Rights, 1,000,000 Tranche 3 Performance Rights and 1,000,000 Tranche 4 Performance Rights). A valuation of the Director Performance Rights is included at Schedule 3.
1. Ms Kyla Garic was appointed as Non-Executive Director on 1 April 2023. Ms Garic's total remuneration package for FY2024 comprised of a base salary of $48,000. For FY2025, Ms Garic is entitled to receive $48,000 per annum for her role as Non-Executive Director. If the Director Performance Rights are issued (being the subject of Resolution 4(d)), Ms Garic will receive a total of 8,000,000 Director Performance Rights (comprising of 2,000,000 Tranche 1 Performance Rights, 2,000,000 Tranche 2 Performance Rights, 2,000,000 Tranche 3 Performance Rights and 2,000,000 Tranche 4 Performance Rights). A valuation of the Director Performance Rights is included at Schedule 3.
(d) no Securities have previously been issued to the Directors (or their nominees) under the Existing Plan;
(e) the terms and conditions of the Director Performance Rights are set out in Schedule 2;
(f) the Company has agreed to issue the Director Performance Rights to the Directors (or their respective nominees) (subject to Shareholder approval) for the following reasons:
- (i) to provide cost effective remuneration to each Director for their ongoing commitment and contribution to the Company in their respective roles as Directors, whilst allowing the Company to maintain cash reserves for acquisitions and operations;
- (ii) the milestones attaching to the Director Performance Rights will align with interests of the Company with those of Shareholders;
- (iii) the Director Performance Rights are unquoted, therefore the issue of the Director Performance Rights has no immediate dilutionary impact on Shareholders; and
- (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Performance Rights on the terms proposed;
(g) the number of Director Performance Rights to be issued has been determined upon a consideration of:
- (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
- (ii) the remuneration of each Director; and
- (iii) incentives to attract and ensure continuity of service of the Directors who have appropriate knowledge and expertise, while minting the Company's cash reserves;
(h) the value of the Director Performance Rights and pricing methodology is set out in Schedule 3;
(i) the Director Performance Rights will be issued to each Director (or their respective nominees) no later than 3 years after the date of the Meeting (or such later date as

permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Performance Rights will be issued on one date;

(j) the Director Performance Rights will be issued for nil cash consideration, accordingly no funds will be raised from their issue;
(k) a summary of the material terms of the Existing Plan are set out in Schedule 4;
(l) details of any Securities issued under the Existing Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;
(m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Securities under the Existing Plan after Resolutions 4(a)- 4(d) are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;
(n) a voting exclusion statement is included in Resolutions 4(a)-4(d) of the Notice;
(o) the relevant interests of each Director in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares	Options	Performance Rights
Mr Dusko Ljubojevic 1	52,970,617	5,486,098	-
Mr Michael Davy 2	30,023,215	2,763,714	-
Mr Dale Ginn 3	9,750,000	nil	-
Ms Kyla Garic 4	5,964,286	354,285	-

Notes:

1. Comprising:
- a. 250,000 Shares held directly; 11,713,750 Shares held indirectly via Horizon Capital Management LLC being an entity associated with Mr Ljubojevic and 41,006,867 Shares held indirectly via 34 South Advisory Limited being an entity associated with Mr Ljubojevic;
- b. 50,000 Listed Options (exercisable at $0.015 and expiring 30 November 2024) held directly, 1,875,000 Listed Options (exercisable at $0.015 and expiring 30 November 2024) held indirectly via Horizon Capital Management LLC being an entity associated with Mr Ljubojevic and 3,561,098 Listed Options (exercisable at $0.015 and expiring 30 November 2024) held indirectly via 34 South Advisory Limited being an entity associated with Mr Ljubojevic; and

Subject to the passing of Resolution 4(a), Mr Ljubojevic will also hold a total of 30,000,000 Director Performance Rights (comprising of 7,500,000 Tranche 1 Performance Rights, 7,500,000 Tranche 2 Performance Rights, 7,500,000 Tranche 3 Performance Rights and 7,500,000 Tranche 4 Performance Rights).

1. Comprising:
- a. 30,023,215 Shares held indirectly via Davy Corp Pty Ltd atf Davy Investment, being an entity associated with Mr Davy;
- b. 2,763,714 Listed Options (exercisable at $0.015 and expiring 30 November 2024) held indirectly via Davy Corp Pty Ltd atf Davy Investment, being an entity associated with Mr Davy; and

Subject to the passing of Resolution 4(b), Mr Davy will also hold a total of 14,000,000 Director Performance Rights (comprising of 3,500,000 Tranche 1 Performance Rights, 3,500,000 Tranche 2 Performance Rights, 3,500,000 Tranche 3 Performance Rights and 3,500,000 Tranche 4 Performance Rights).

1. Comprising:
- a. 9,750,000 Shares held directly

Subject to the passing of Resolution 4(c), Mr Ginn will also hold a total of 4,000,000 Director Performance Rights (comprising of 1,000,000 Tranche 1 Performance Rights, 1,000,000 Tranche 2 Performance Rights, 1,000,000 Tranche 3 Performance Rights and 1,000,000 Tranche 4 Performance Rights).

1. Comprising:
- a. 2,214,286 Shares held directly; 3,750,000 Shares held beneficially via Moko A/C
- b. 354,285 Listed Options (exercisable at $0.015 and expiring 30 November 2024) held directly; and

Subject to the passing of Resolution 4(d), Ms Garic will also hold a total of 8,000,000 Director Performance Rights (comprising of 2,000,000 Tranche 1 Performance Rights, 2,000,000 Tranche 2 Performance Rights, 2,000,000 Tranche 3 Performance Rights and 2,000,000 Tranche 4 Performance Rights).

(p) if the Director Performance Rights to be issued to the Directors are exercised, a total of 56,000,000 Shares would be issued. This will increase the number of Shares on issue as at the date of this Notice from 2,800,334,211 to 2,856,334,211. (assuming that no other Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 1.9%;
(q) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.08	15 November 2023
Lowest	$0.02	30 July 2024
Last	$0.39	11 October 2024

(r) the purpose of the issue of the Director Performance Rights is to provide a performance linked incentive component in the remuneration package for each of the Directors to align the interests of the Directors with those of Shareholders, to motivate and reward the performance of the Directors and to provide a cost effective way from the Company to remunerate the Directors, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Directors;
(s) given the material person interest of each of the Directors in Resolutions4(a)-4(d), and in the interests of good corporate practice consistence with ASIC Regulatory Guide 76 (Table 2) for directors to avoid making a recommendation on resolutions about each other's remuneration (as there may be a conflict of interest), the Directors do not consider it appropriate to give a recommendation Resolutions 4(a)-4(d); and
(t) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 4(a)-4(d).

SCHEDULE 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.1.

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

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the "designated body" for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

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

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

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

Board means the board of Directors.

Business Day means:

(u) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(v) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

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

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company means Raiden Resources Limited (ACN 009 161 522).

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Performance Rights has the meaning given in Section 7.1.

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

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

Existing Plan means the Company's employee securities incentive plan adopted on 22 September 2023.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Leaver means a Participant who ceases to be an Eligible Participant.

Listed Options means listed options of the Company each with an exercise price of $0.015 and expiry date of 30 November 2024.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option which entities the holder to subscribe for one Share.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 Performance Rights has the meaning given in Section 7.1.

Tranche 2 Performance Rights has the meaning given in Section 7.1.

Tranche 3 Performance Rights has the meaning given in Section 7.1.

Tranche 4 Performance Rights has the meaning given in Section 7.1.

Two Strikes Rule has the meaning in Section 4.

VWAP means volume weight average price.

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

SCHEDULE 2– Terms and Conditions of Performance Rights

1. Definitions

Company means Raiden Resources Limited (ACN 009 161 522).

Convertible Securities has the meaning given to it in the Existing Plan.

Existing Plan means the Company's employee securities incentive plan adopted on 22 September 2023.

Leaver has the meaning given to it in the Existing Plan.

2. Grant Price

Each Performance Right will be granted by the Company for nil cash consideration.

3. Rights

(a) The Performance Rights do not carry any voting rights in the Company.
(b) The Performance Rights do not confer on the holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders of Performance Rights do not have the right to attend general meetings of shareholders.
(c) The Performance Rights do not entitle the holder to any dividends.
(d) The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(e) In the event the issued capital of the Company is reconstructed all rights of a holder will be changed to the extent necessary to comply with the ASX Listing Rules and Corporations Act at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules and Corporations Act, following such reorganisation the economic and other rights of the holder are not diminished or terminated.
(f) Subject always to the rights under paragraph (b)(vi), a Performance Right does not entitle the holder (in its capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(g) The Performance Rights give 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.

4. Conversion

(a) The Performance Rights in the relevant tranche (Tranche) immediately vest and becomes exercisable by the holder into fully paid ordinary shares in the capital of the Company (Conversion Shares) on a one for one basis upon and subject to the Company providing written notice (Vesting Notice) to the holder that the Company has satisfied the relevant condition (Condition) applicable to each Tranche by the relevant expiry date (Expiry Date), set out below:

Tranche	Vesting Milestone	Expiry Date
Tranche 1	Tranche 1 Performance Rights will vest into fully paidordinary shares of the Company (1:1 basis) upon theCompany achieving either:	5:00pmAWST on thedatethatis
	(a)a VWAP of $0.075 over a period of 15 trading daysbefore the Expiry Date; or;	three(3)yearsfromthedateof
	(b)a market capitalisation of $200 million over a periodof 15 trading days before the Expiry Date.	issue.
Tranche 2	Tranche 2 Performance Rights will vest into fully paidordinary shares of the Company (1:1 basis) upon theCompany achieving either:	5:00pmAWST on thedatethatis
	(a)a VWAP of $0.10 over a period of 15 trading daysbefore the Expiry Date; or;	three(3)yearsfromthedateof
	(b)a market capitalisation of $350 million over a periodof 15 trading days before the Expiry Date.	issue.
Tranche 3	Tranche 3 Performance Rights will vest into fully paidordinary shares of the Company (1:1 basis) upon theCompany achieving either:	5:00pmAWST on thedatethatis
	(a)a VWAP of $0.15 over a period of 15 trading daysbefore the Expiry Date; or;	three(3)yearsfromthedateof
	(b)a market capitalisation of $500 million over a periodof 15 trading days before the Expiry Date.	issue.
Tranche 4	Tranche 4 Performance Rights will vest into fully paidordinary shares of the Company (1:1 basis) upon theCompany achieving either:	5:00pmAWST on thedatethatis
	(a)a VWAP of $0.20 over a period of 15 trading daysbefore the Expiry Date; or;	three(3)yearsfromthedateof
	(b)a market capitalisation of $700 million over a periodof 15 trading days before the Expiry Date.

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

(b) In order to exercise the Performance Rights into Conversion Shares following receipt of a Vesting Notice, the holder must provide written notice (Exercise Notice) to the Company of its election to exercise the Class into the Conversion Shares. The holder must pay $0.0001 upon exercise for each Performance Right (Exercise Price). The Performance Rights may only be exercised into Conversion Shares once.
(c) Despite any other provision, the exercise of any Performance Rights is subject to the Company obtaining any required shareholder or regulatory approval for the purpose of issuing the Conversion Shares. If exercise of all or part of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (Corporations Act) then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not at a later date result in a contravention of section 606(1) of the Corporations Act. The holder must give prior written notice to the Company if it considers that the exercise of all or part of its Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the

exercise of the Performance Rights under these terms will not result in any person being in contravention of section 606(1) of the Corporations Act.

(d) Each Conversion Share will rank equally with a fully paid ordinary share in the capital of the Company.
(e) The Performance Rights will not be quoted on any securities exchange and the Company will not make an application for quotation in respect of them. However, if the Company is listed on the ASX at the relevant time, the Company must apply for quotation of any Conversion Shares on the ASX in accordance with the Listing Rules, subject always to the requirements of the Listing Rules, including those relating to escrow and the cleansing requirements under the Corporations Act.

5. Expiry

The Performance Rights will automatically be deemed to be terminated and cancelled by the Company for nil cash consideration in the event they have not been validly exercised into Conversion Shares on or before the earlier of the relevant Expiry Date.

6. Transferability

The Performance Rights are not transferable.

7. Compliance with the law

(a) Despite anything else contained in these terms, if the Corporations Act, Listing Rules or Constitution prohibits an act being done, that act must not be done.
(b) Nothing contained in these terms prevents an act being done that the Corporations Act, Listing Rules or Constitution require to be done.
(c) If the Corporations Act, Listing Rules or Constitution conflict with these terms, or these terms do not comply with the Corporations Act, Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or noncompliance, including but not limited to unilaterally amending these terms.
(d) The terms of the Performance Rights may be amended as necessary by the directors of the Company in order to comply with the Listing Rules, or any directions of ASX regarding the terms in order to comply with the Listing Rules.
(e) Any reference to the Listing Rules in these terms and conditions is to be complied with only where the Company is admitted to the official list of ASX at the relevant time.

8. Control Event

(a) A change of control event (Control Event) occurs where:
- (i) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and is, or is declared, unconditional and the person making the takeover bid has a relevant interest in 50% or more of the Company's Shares;
- (ii) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement relating to the Company or a compromise or arrangement proposed for the purposes of or I connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
- (iii) any person acquires a relevant interest in 50.1% or more of the Shares in the Company by any other means.
(b) All the Performance Rights on issue shall automatically vest (without the need for any Vesting Notice) and become exercisable by the holder into Conversion Shares upon the occurrence of a Control Event. Following which, the holder can exercise the Performance Rights into a Conversion Share in accordance with clause 3.
(c) The automatic conversion shall only occur if the relevant Control Event is triggered by a person who does not control the entity at the time the Performance Rights were issued.

SCHEDULE 3 – Valuation of Director Performance Rights

The Director Performance Rights to be issued to the Directors (or their respective nominees) pursuant to Resolutions 4(a)-4(d) have been valued by Moore Australia Corporate Finance (WA) Pty.

The trinomial model and the assumptions set out below have been used to determine the indicative values of the Director Performance Rights proposed to be issued to the Directors (or their respective nominees) pursuant to Resolutions 4(a)-4(d):

Assumptions:
Valuation date	4/10/2024
Market price of Shares	$0.043
Exercise price	$0.0001
Expiry date	4/10/2027
Risk free interest rate	3.5%
Volatility (discount)	100%
Indicative value per Director Performance Right:
Tranche 1:	$523,914
Tranche 2:	$485,669
Tranche 3:	$424,351
Tranche 4:	$377,339
Total value of Director Performance Rights	$1,811,273

SCHEDULE 4 – Summary of Employee Securities Incentive

A summary of the terms of the Existing Plan is set out below:

(a) (Eligible Participant): Eligible Participant means a person that:
- (i) is an 'ESS participant' (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company for an invitation made on or after 1 October 2022; and
- (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) (Purpose): The purpose of the Plan is to:
- (i) assist in the reward, retention and motivation of Eligible Participants;
- (ii) link the reward of Eligible Participants to Shareholder value creation; and
- (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
(c) (Plan administration): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion except to the extent that it prevents the Company relying on the deferred tax concessions under Subdivision B3A-C of the Income Tax Assessment Act 1997 (Cth). The Board may delegate its powers and discretion.
(d) (Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) (Grant of Securities): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(f) (Terms of Convertible Securities): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. Unless in 'Special Circumstances' (as defined in the Plan) with the consent of the Board, a Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) (Vesting of Convertible Securities): Any vesting conditions applicable to the grant of

Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informingthem that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

(h) (Exercise of Convertible Securities and cashless exercise): To exercise an Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(i) (Cashless exercise of Convertible Securities): At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

(j) If the difference between the total exercise price otherwise payable for the Convertible Securities being exercised and the then market Value of the Share at the time of exercise and the exercise price is zero or negative, then the Eligible Participant will not be entitled to use the cashless exercise facility.

(k) (Delivery of Shares on exercise of Convertible Securities): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
(l) (Forfeiture of Convertible Securities): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Group policy or wilfully breached his or her duties to the Group, the Board will deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
(m) (Change of control): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection withthe change of control event.
(n) (Rights attaching to Plan Shares): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
(o) (Disposal restrictions on Plan Shares): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(p) (Adjustment of Convertible Securities): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(q) (Participation in new issues): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
(r) (Compliance with Applicable Laws): Notwithstanding the Plan rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws.

Where monetary consideration is payable by the Eligible Participant, and in respect to Convertible Securities where the Exercise Price on exercise of those Convertible Securities is greater than zero, the Company must reasonably believe when making an invitation:

(i) the total number of Plan Shares that are, or are covered by the Securities that may be issued under an invitation; and
(ii) the total number of Plan Shares that are, or are covered by the Securities that have been issued, or could have been issued in connection with the Plan in reliance on Division 1A of Part 7.12 of the Corporations Act at any time during the previous 3 year period prior to the date the invitation is made,
(s) does not exceed:
(i) if the Constitution specifies an issue cap percentage, that percentage; or
(ii) if the Constitution does not specify an issue cap percentage, 5% (or such other maximum permitted under any Applicable Law),

of the total number of Shares on issue at the date of the invitation.

(t) (Amendment of Plan): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(u) (Plan duration): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspensionmust not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

Proxy Voting Form

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

Raiden Resources Limited | ABN 68 009 161 522

Your proxy voting instruction must be received by 03.45pm (AWST) on Monday, 25 November 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

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

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

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

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

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

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

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

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: WEBSITE:

https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Raiden Resources Limited, to be held at 03.45pm (AWST) on Wednesday, 27 November 2024 at RSM Australia Pty Ltd, Level 32, Exchange Tower, 2 The Esplanade, Perth WA 6000 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

																					.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.voting intention.								Unless indicated otherwise by ticking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONSincludes the Chair.					L	E		Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair toexercise my/our proxy on Resolutions 1, 4a, 4b, 4c and 4d (except where I/we have indicated a different voting intention below) even thoughResolutions 1, 4a, 4b, 4c and 4d are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which

		STEP 2 - Your voting direction
Resolutions							For	Against	Abstain
1		Adoption of Remuneration Report
2		Re-election of Director – Mr Michael Davy			P
3		Approval of 10% Placement Facility
4a		Approval to Issue Director Performance Rights to Directors under the Existing Plan - Mr Dusko Ljubojevic (or hisnominee/s)	M
4b		Approval to Issue Director Performance Rights to Directors under the Existing Plan – Mr Michael Davy (or hisnominee/s)
4c		Approval to Issue Director Performance Rights to Directors under the Existing Plan – Mr Dale Ginn (or hisnominee/s)
4d		Approval to Issue Director Performance Rights to Directors under the Existing Plan – Ms Kyla Garic (or hernominee/s)
a poll and your votes will not be counted in computing the required majority on a poll.								Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
		STEP 3 – Signatures and contact details
S		AIndividual or Securityholder 1		Securityholder 2			Securityholder 3
	Contact Name:	Sole Director and Sole Company Secretary		Director				Director / Company Secretary

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director / Company Secretary
Contact Name:

Email Address:

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

RDN

AI assistant

RAIDEN RESOURCES LIMITED — AGM Information 2024

65675_rns_2024-10-24_cdd195d4-355d-4ab7-93a3-3f7f243bc8ea.pdf

25 October 2024

NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM

For and on behalf of the Board.

Raiden Resources Limited (ACN 009 161 522)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

NOTICE OF MEETING

AGENDA

Annual Report

1. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement

2. Resolution 2 – Re-election of Director – Mr Michael Davy

3. Resolution 3 – Approval of 10% Placement Facility

4. Resolutions 4(a) – 4(d) - Approval to Issue Director Performance Rights to Directors under the Existing Plan – Mr Dusko Ljubojevic, Mr Michael Davy, Mr Dale Ginn and Ms Kyla Garic

Voting Exclusion Statement

Voting Prohibition Statement

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

2.2 Proxy Holders and Voting Instructions

2.3 Submit your Proxy Vote

(a) Online

(b) By Paper

3. Annual Report

4. Resolution 1 – Adoption of Remuneration Report

5. Resolution 2 – Re-election of Director – Mr Michael Davy

5.1 General

5.2 Qualifications and Experience

5.3 Independence

5.4 Board recommendation

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

(10% Placement Facility).

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(e) Minimum Issue Price

(f) 10% Placement Period

(10% Placement Period).

6.3 Listing Rule 7.1A

6.4 Specific information required by Listing Rule 7.3A

Note

7. Resolutions 4(a) – 4(d) - Approval to Issue Director Performance Rights to Directors under the Existing Plan – Mr Dusko Ljubojevic, Mr Michael Davy, Mr Dale Ginn and Ms Kyla Garic

7.1 General

(together, the Director Performance Rights).

7.2 Section 195(4) of the Corporations Act

7.3 Chapter 2E of the Corporations Act

7.4 ASX Listing Rule 10.14

7.5 Technical information required by Listing Rule 14.1A

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

Notes:

Notes:

SCHEDULE 1 – Definitions

Business Day means:

SCHEDULE 2– Terms and Conditions of Performance Rights

2. Grant Price

3. Rights

4. Conversion

5. Expiry

6. Transferability

7. Compliance with the law

8. Control Event

SCHEDULE 3 – Valuation of Director Performance Rights

SCHEDULE 4 – Summary of Employee Securities Incentive

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

STEP 1 – APPOINT A PROXY

DEFAULT TO THE CHAIR OF THE MEETING

STEP 2 - VOTES ON ITEMS OF BUSINESS

APPOINTMENT OF SECOND PROXY

SIGNING INSTRUCTIONS

CORPORATE REPRESENTATIVES

RAIDEN RESOURCES LIMITED AGM Information 2024