RAPTOR METALS LTD — AGM Information 2022

Oct 13, 2022

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Eastern Metals Limited

ABN 29 643 902 943 C/-Boardroom Pty Ltd Level 12 225 George Street Sydney NSW 2000 Telephone 0412 234 684 www.easternmetals.com.au info@easternmetals.com.au

13 October 2022

Dear Eastern Metals Shareholder,

Notice is hereby given that an Annual General Meeting for Eastern Metals Limited ABN 29 643 902 943 ( Company or Eastern Metals ) will be held commencing 3pm Sydney Time on Wednesday 16 November 2022 ( Meeting , Annual General Meeting or AGM )

It is a pleasure to invite you, on behalf of the Board, to attend the Company’s Annual General Meeting.

Eastern Metals has decided to hold the Annual General Meeting in person and online.

The Meeting can be attended as follows:

When: Wednesday 16 November 2022 at 3pm Sydney Time

In person at Level 13, 60 Castlereagh Street Sydney NSW 2000

or virtually, via live webcast, using the following details:

URL address https://web.lumiagm.com/#/366244106

The Notice of Meeting and accompanying Explanatory Statement, as well as a user guide for Lumi the online meeting portal ( Meeting Materials ) are being made available electronically to Shareholders.

The Meeting Materials provide more information on the process to participate in the Annual General Meeting and provide information on Lumi, the on-line meeting portal.

This means that:

• You can access the Meeting Materials online at the Company’s website on https://easternmetals.com.au/ or at our share registry’s website www.InvestorServe.com.au by logging in and selecting Company Announcements from the main menu.

• A complete copy of the Meeting Materials has also been posted to the Company’s ASX Market announcements page today.

• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the Proxy Form.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.InvestorServe.com.au. If you have not yet registered, you will need

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your Shareholder information, including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry, Boardroom Pty Limited, on enquiries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (Sydney Time) Monday to Friday, to arrange a copy.

Attached with the Notice is your Proxy Form. The Company encourages all Shareholders to lodge a directed Proxy Form prior to the meeting.

Important

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (Sydney time) on Monday 14 November 2022.

As announced on 4 October 2022, Cathy Moises resigned as a non-executive Director effective 28 September 2022. The Board appreciates the service Ms Moises has given to the Company since she was appointed on 26 July 2021 and wishes her well.

As announced on 4 October 2022 and following the Company’s announcement on 24 August 2022 that Robert (Bob) Duffin would not stand for re-election as a Director and Chairman of Eastern Metals at the AGM, various Shareholders approached Mr Duffin requesting that he remain Director and Chairman.

Mr Duffin reconsidered his position as Director and Chairman and decided to offer himself for re-election at the AGM. Mr Duffin’s re-election is being proposed under Resolution 2 in the Notice.

Also as announced on 4 October 2022, Mark Dugmore and Ian White were appointed on 4 October 2022 as independent non-executive directors to fill casual Board vacancies.

The appointment of Messrs Dugmore and White ensured that the Board consisted of a majority of independent directors.

As required by the Company’s Constitution, Messrs Dugmore and White are each being proposed for election as a Director, respectively under Resolutions 3 and 4.

For further information, contact:

Wayne Rossiter

Victoria Humphries

Managing Director & CEO Media & Investor Relations

waynerossiter@easternmetals.com.au

victoria@nwrcommunications.com.au

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Contents

Contents ......................................................................................................................................................... 3
Agenda ............................................................................................................................................................ 5
1 Financial Statements and Reports ........................................................................................................... 5
2 Resolution 1 – Adoption of Remuneration Report .................................................................................. 5
3 Resolution 2 – Re-election of a Director – Mr Robert (Bob) Duffin .......................................................... 6
4 Resolution 3 – Election of a Director – Mr Mark Dugmore ...................................................................... 6
5 Resolution 4 – Election of a Director – Mr Ian White .............................................................................. 6
6 Resolution 5 – Approval of 10% Issuance Capacity .................................................................................. 7
7 Resolution 6 – Approval to Issue Unquoted Options to a Related Party (Wayne Rossiter)...................... 8
8 Resolution 7 – Approval to Issue Unquoted Options to a Related Party (Mark Dugmore) ...................... 9
9 Resolution 8 – Approval to Issue Unquoted Options to a Related Party (Ian White) ............................. 10
10 Resolution 9 – Amendment to the Constitution – Allow Virtual Only Meetings ............................... 11
11 Attendance and voting in person ...................................................................................................... 11
12 Voting by proxy ................................................................................................................................. 11
13 Explanatory Statement ..................................................................................................................... 13
13.1 Annual Report ................................................................................................................................ 13
13.2 Resolution 1 – Adoption of the Remuneration Report ................................................................... 13
13.3 Resolution 2 – Re-election of a Director – Mr Robert (Bob) Duffin ................................................ 14
13.4 Resolution 3 – Election of a Director – Mr Mark Dugmore ............................................................. 16
13.5 Resolution 4 – Election of a Director – Mr Ian White ..................................................................... 17
13.6 Resolution 5 – Approval of 10% Issuance Capacity ......................................................................... 18
13.7 Resolution 6 – Approval to Issue Unquoted Options to a Related Party (Wayne Rossiter) ............ 26
13.8 Resolution 7 – Approval to Issue Unquoted Options to a Related Party (Mark Dugmore) ............. 39
13.9 Resolution 8 – Approval to Issue Unquoted Options to a Related Party (Ian White) ...................... 43
13.10 Resolution 9 – Amendment to the Constitution – Allow Virtual Only Meetings ......................... 46
13.11 Glossary ...................................................................................................................................... 48
Annexure A – Material Terms of the Eastern Metals Limited Employees and Officers Share Option Plan
(ESOP) ........................................................................................................................................................... 50
Annexure B - Proposed Amendment to the Company Constitution ............................................................. 53

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BUSINESS OF THE MEETING

Agenda

1 Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2022, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

2 Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2022.”

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

Voting exclusion statement for Resolution 1 : The Company will disregard any votes cast on Resolution 1 by or on behalf of Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member or an Associate of those persons. However, the Company need not disregard a vote cast on the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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3 Resolution 2 – Re-election of a Director – Mr Robert (Bob) Duffin

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

“That, for the purposes of rule 12.2 of the Constitution, and for all other purposes, Mr Robert (Bob) Duffin, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

Notes :

• Mr Duffin has consented to be re-elected a director of the Company.

• The non-candidate directors unanimously support the election of Mr Duffin.

• The Chair of the Meeting intends to vote all available proxies in favour of Resolution 2.

4 Resolution 3 – Election of a Director – Mr Mark Dugmore

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

“That, for the purposes of rules 12.5 and 12.6 of the Constitution, ASX Listing Rule 14.4, and for all other purposes, Mr Mark Dugmore is elected as a Director.”

Notes :

• Mr Dugmore has consented to be elected a director of the Company.

• The non-candidate directors unanimously support the election of Mr Dugmore.

• The Chair of the Meeting intends to vote all available proxies in favour of Resolution 3.

5 Resolution 4 – Election of a Director – Mr Ian White

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

“That, for the purposes of rules 12.5 and 12.6 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Ian White is elected as a Director.”

Notes :

• Mr White has consented to be elected a director of the Company.

• The non-candidate directors unanimously support the election of Mr White.

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• The Chair of the Meeting intends to vote all available proxies in favour of Resolution 4.

6 Resolution 5 – Approval of 10% Issuance Capacity

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

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

Voting exclusion statement for Resolution 5 : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue the subject of the Resolution (except a benefit solely by reason of being a holder of ordinary securities in the Company ) or an Associate of those persons. However, the Company need not disregard a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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• 7 Resolution 6 – Approval to Issue Unquoted Options to a Related Party (Wayne Rossiter)

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

“That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the granting of 1,500,000 Options, exercisable for a three (3) year period commencing their issue date and for an exercise price of $0.30 each Option, to Wayne Rossiter (or his nominee/s) under the Company’s ESOP, as amended by the Board from time to time and as follows:

• (a) 500,000 Options to be granted and vesting within one month of approval by Shareholders;

• (b) 500,000 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Wayne Rossiter remains a Director until the date the Options vest; and

• (ii) One year after the date the Options are issued;

• (c) 500,000 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Wayne Rossiter remains a Director until the date the Options vest; and

• (ii) Two years after the date the Options are granted; and

• (d) otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion statement for Resolution 6 : The Company will disregard any votes cast in favour of Resolution 6 by, or on behalf of, any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Rossiter) or an associate of that person or persons.

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on this Resolution.

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• However, the above prohibition does not apply if:

  • (i) the proxy is the Chair; and

  • (ii) 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.

• 8 Resolution 7 – Approval to Issue Unquoted Options to a Related Party (Mark Dugmore)

Subject to approval of Resolution 3, to consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the granting of 1,000,000 Options, exercisable for a three (3) year period commencing their issue date and for an exercise price of $0.30 each Option, to Mark Dugmore (or his nominee/s) under the Company’s ESOP, as amended by the Board from time to time and as follows:

• (a) 333,333 Options to be granted and vesting within one month of approval by Shareholders;

• (b) 333,333 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Mark Dugmore remains a Director until the date the Options vest; and

• (ii) One year after the date the Options are issued;

• (c) 333,334 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Mark Dugmore remains a Director until the date the Options vest; and

• (ii) Two years after the date the Options are granted; and

• (d) otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion statement for Resolution 7 : The Company will disregard any votes cast in favour of Resolution 7 by, or on behalf of, any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Dugmore) or an associate of that person or persons.

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• the proxy is either:

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• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on this Resolution.

• However, the above prohibition does not apply if:

• (i) the proxy is the Chair; and

• (ii) 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.

9 Resolution 8 – Approval to Issue Unquoted Options to a Related Party (Ian White)

Subject to approval of Resolution 4, to consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the granting of 1,000,000 Options, exercisable for a three (3) year period commencing their issue date and for an exercise price of $0.30 each Option, to Ian White (or his nominee/s) under the Company’s ESOP, as amended by the Board from time to time and as follows:

• (a) 333,333 Options to be granted and vesting within one month of approval by Shareholders;

• (b) 333,333 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Ian White remains a Director until the date the Options vest; and

• (ii) One year after the date the Options are issued;

• (c) 333,334 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Ian White remains a Director until the date the Options vest; and

• (ii) Two years after the date the Options are granted; and

• (d) otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion statement for Resolution 8 : The Company will disregard any

votes cast in favour of Resolution 8 by, or on behalf of, any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the

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employee incentive scheme in question (including Mr White) or an associate of that person or persons.

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on this Resolution.

• However, the above prohibition does not apply if:

• (i) the proxy is the Chair; and

• (ii) 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.

10 Resolution 9 – Amendment to the Constitution – Allow Virtual Only Meetings

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

"That the Constitution of the Company be amended in the manner set out in the accompanying Explanatory Notes, with effect from the close of the Meeting.”

11 Attendance and voting in person

Persons proposing to attend the Annual General Meeting in person or virtually are requested to contact the Company by email at info@easternmetals.com.au ., at least 5 Business Days prior to the Meeting, so that appropriate arrangements can be made.

12 Voting by proxy

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

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

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder; and

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• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on ianmorgan@easternmetals.com.au.

Dated: 13 October 2022

By order of the Board

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Ian Morgan Company Secretary

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13 Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in connection with the business to be considered at the Meeting, and deciding whether or not to pass the Resolutions. It should be read in conjunction with the accompanying Notice of Meeting.

13.1 Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on the Company’s website at https://easternmetals.com.au/investors/financial-reports/.

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

13.2 Resolution 1 – Adoption of the Remuneration Report

13.2.1 Background

The Remuneration Report of the Company for the financial year ended 30 June 2022 is set out in the Company’s 2022 Annual Report which is available on the Company’s website https://easternmetals.com.au/investors/financial-reports/.

The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report at the Meeting. In addition, Shareholders will be asked to vote on the Remuneration Report.

The Resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors must seek re-election.

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The Company encourages all Shareholders to cast their votes on Resolution 1. Shareholders not attending the Meeting may use the enclosed Proxy Form to lodge their vote by appointing a proxy. Any undirected proxies held by the Chair of the Meeting, other Directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1, unless the vote is cast by the Chair of the Meeting pursuant to an express authorisation on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1.

Key Management Personnel of the Company are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s Key Management Personnel for the financial year ended 30 June 2022. Their Closely Related Parties, and include certain of their family members, dependants, and companies they control. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business.

13.2.2 Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1.

13.3 Resolution 2 – Re-election of a Director – Mr Robert (Bob) Duffin

13.3.1 General

Rule 12.2 of the Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. In accordance with these rules, one third of the Directors in office (other than the managing director) must retire by rotation and are eligible for re-election. Bob Duffin was last appointed as a Director on 15 December 2021 in accordance with the Constitution. Mr Duffin will retire in accordance with the Constitution and being eligible, seeks re-election from Shareholders.

As announced on 4 October 2022 and following the Company’s announcement on 24 August 2022 that Robert (Bob) Duffin would not stand for re-election as a Director and Chairman of Eastern Metals at the AGM, various Shareholders approached Mr Duffin requesting that he remain Director and Chairman.

Mr Duffin reconsidered his position as Director and Chairman and decided to offer himself for re-election at the AGM. Mr Duffin’s re-election is being proposed under Resolution 2 in the Notice.

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13.3.2 Qualifications and other material directorships

Bob Duffin holds the following qualifications: BSc (Hons), MSc (Hons), Grad Dip Mgt, FAusIMM (Non-Executive Chair)

He is a company director with more than 45 years’ experience in resource exploration, project assessment, mining investment analysis, and company management.

Bob commenced his career with the Geological Survey of New South Wales and has held senior positions in the exploration divisions of Peko-Wallsend Limited and MIM Holdings Limited, two of Australia’s largest mining companies at the time. He is a former Managing Director of an international resource exploration consulting and contracting firm, and General Manager of a listed mining investment company. He has lived and worked in mining communities, including periods in Kalgoorlie in Western Australia and Mount Isa in Queensland, where he worked on exploration programs for many commodities, including copper, other base metals, gold, uranium and iron ore. He later worked as a mining analyst with three stockbroking firms and was head of research at one of Australia’s leading brokers in the 1980s.

Bob is a former Non-Executive Director of several listed companies, including Centennial Coal, Midwest Corporation, Ferrowest, Burmine, Austmin Gold, Mt Lyell, the UK resources investment company Europa Minerals Group, and Mancala, a mining contractor. Most recently, he was Chair of WPG Resources Limited.

13.3.3 Independence

Mr Duffin is not considered an independent director due to being a substantial shareholder of the Company within the past three years.

13.3.4 Other material information

Mr Duffin is Non-Executive Chair.

13.3.5 Board recommendation

The Board (other than Mr Duffin who declines to give a recommendation due to his material personal interest in this Resolution) supports the election of Mr Duffin and recommends that Shareholders vote in favour of Resolution 2. The Board considers that the experience, expertise and skills of Mr Duffin assist the Board in fulfilling its responsibilities and does and will continue to assist the Company in achieving growth and delivering value to Shareholders.

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13.4 Resolution 3 – Election of a Director – Mr Mark Dugmore

The re-election of new independent non-executive Directors, Messrs Dugmore and White is being proposed respectively under Resolutions 3 and 4.

In accordance with rule 12.4 of the Constitution, Mr Dugmore was appointed by the Board as an independent Non-executive Director of the Company on 4 October 2022.

In accordance with rule 12.5 of the Constitution and ASX Listing Rule 14.4, any director appointed to fill a casual vacancy or as an additional director holds office until the next Meeting of Shareholders. Pursuant to rule 12.6 of the Constitution, the Company may fill the vacated office by re-electing the retiring Director.

Mr Dugmore retires at the AGM and in accordance with the Constitution and the ASX Listing Rules, and being eligible, seeks election at the meeting.

13.4.1 Qualifications and other material directorships

Mark Dugmore holds the following qualifications: South Australian Institute of Technology (now University South Australia): Bachelor of Applied Science in Applied Geology, James Cook University of North Queensland: Master of Science in Exploration and Mining Geology

Since 2014 to the present date, Mr Dugmore has been Managing Director of the ROMARDO Group. The ROMARDO Group is a private Brisbane-based, precious-base metals and lithium focused early-stage project generation exploration group.

Mr Dugmore’s position focuses on the leadership of a private mineral prospect generator, group involving ex-BHP/WMC senior geoscientists who were instrumental in the discovery of the giant Cannington (BHP) and Olympic Dam/Ernest Henry (WMC) deposits. The position involves the acquisition of new grassroots mineral exploration projects with potential for world-class ore deposits and marketing/dealmaking of these projects employing the JV Business Model.

Mark Dugmore is a former Global Base Metals Manager BHP Exploration.

13.4.2 Independence

As Mr Dugmore is proposed to be a Non-Executive Director and has not been a substantial holder of the Company’s shares within the last three years, if elected, Mr Dugmore will be an independent director.

13.4.3 Other material information

The Company conducted appropriate checks into Mr Dugmore’s background and experience prior to his appointment and has satisfied itself that his skills and

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experience will continue to enhance the Board’s ability to perform its role. The Board believes he is an appropriate candidate to put forward for election as a Director.

13.4.4 Board recommendation

The Board supports the election of Mr Dugmore and recommends that Shareholders vote in favour of Resolution 3. The Board considers that the experience, expertise and skills of Mr Dugmore will assist the Board in fulfilling its responsibilities and achieving growth and delivering value to Shareholders.

13.5 Resolution 4 – Election of a Director – Mr Ian White

In accordance with rule 12.4 of the Constitution, Mr White was appointed by the Board as an independent Non-executive Director of the Company on 4 October 2022.

In accordance with rule 12.5 of the Constitution and ASX Listing Rule 14.4, any director appointed to fill a casual vacancy or as an additional director holds office until the next Meeting of Shareholders. Pursuant to rule 12.6 of the Constitution, the Company may fill the vacated office by re-electing the retiring Director.

Mr White retires at the AGM and in accordance with the Constitution and the ASX Listing Rules, and being eligible, seeks re-election at the meeting.

13.5.1 Qualifications and other material directorships

Ian White holds the following qualifications: BBus (UTS), MBA Marketing (UTS) (Medal Winner), Grad Dip CPS (Company Secretarial Practice), Fellow CPA Australia and Justice of the Peace.

Mr White has been a Director or Secretary on over 20 Boards including a number of ASX listed companies. He is currently Secretary of Maronan Metals Limited (ASX: MMA) and recently WPG Resources Limited (formerly ASX: WPG) and Eastern Iron Limited (now Eastern Resources Limited ASX: EFE) .

He is highly experienced in corporate governance matters, including all of the corporate governance elements included in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. He is very experienced in all matters of company administration, management and marketing.

13.5.2 Independence

As Mr White is proposed to be a Non-Executive Director and has not been a substantial holder of the Company’s shares within the last three years, if elected, Mr White will be considered to be an independent director.

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13.5.3 Other material information

The Company conducted appropriate checks into Mr White’s background and experience prior to his appointment and has satisfied itself that he is an appropriate candidate to put forward for election as a Director.

13.5.4 Board recommendation

The Board supports the election of Mr White and recommends that Shareholders vote in favour of Resolution 4. The Board considers that the experience, expertise and skills of Mr White will assist the Board in fulfilling its responsibilities and achieving growth and delivering value to Shareholders.

13.6 Resolution 5 – Approval of 10% Issuance Capacity

13.6.1 Background

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities, of up to 10% of its issued share capital on issue at the commencement of the relevant period, being:

• (a) If the eligible entity has been admitted to the ASX’s official list for 12 months or more, the 12-month period before the issue date or date of agreement to issue; or

• (b) If the eligible entity has been admitted to the ASX’s official list less than 12 months, the period from the date the entity was admitted to the ASX official list to the date immediately preceding the date of the issue or agreement ( Relevant Period ),

through placements over the Relevant Period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

The Company was admitted to the ASX’s official list on 21 October 2021.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is an eligible entity for the purposes of ASX Listing Rule 7.1A.

Resolution 5 seeks Shareholder approval by way of a special resolution for the Company to have the ability to issue Equity Securities under the 10% Placement

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Facility in addition to its 15% placement capacity under ASX Listing Rule 7.1. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. Further information is set out in section 13.6.2 of the Notice.

If passed, the effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period (as defined below) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1. This means the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Shareholders do not approve Resolution 5, the issue of any Equity Securities would use up a portion of the Company’s 15% placement capacity under ASX Listing Rule 7.1 (7,773,237 Equity Securities at the date of the Notice) until that date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue Equity Securities without seeking Shareholder approval until that time.

Resolution 5 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).

13.6.2 Description of ASX Listing Rule 7.1A

13.6.2.1 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.

13.6.2.2 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. At the date of the Notice, the Company has quoted Shares on issue.

The Company must rely on its ASX Listing Rule 7.1 (15%) placement capacity, or the issue must fall within an exception in ASX Listing Rule 7.2, for the Company to issue a new class of Equity Securities (quoted or unquoted) of the Company without approval of holders of ordinary securities.

13.6.2.3 Formula for calculating 10% Placement Facility

ASX 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,

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during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of fully paid ordinary securities on issue at the commencement of the Relevant Period before the date of issue or agreement to issue:

• (i) plus the number of fully paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9 (issue of Equity Securities as a result of conversion of convertible securities), exception 16 (issue of Equity Securities under an agreement to issue Equity Securities already approved under ASX Listing Rule 7.1) or exception 17 (an agreement to issue Equity Securities that is conditional on the holders of the Company’s ordinary securities approving the issue under ASX Listing Rules 7.1, and approval is obtained before issuing the Equity Securities);

• (ii) plus the number of fully paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:

– the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

– the issue of, or agreement to issue, the convertible securities was approved or taken under these rules or have been approved, under ASX Listing Rules 7.1 or 7.4;

• (iii) plus the number of fully paid ordinary securities issued in the Relevant Period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where the agreement was entered into before the commencement of the Relevant Period or the agreement or issue was approved, or taken under these rules to have been approved under ASX Listing Rules 7.1 or 7.4;

• (iv) plus the number of partly paid ordinary securities that became fully paid in the Relevant Period;

• (v) plus the number of fully paid ordinary securities issued in the Relevant Period with approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4. This does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without shareholder approval;

• (vi) less the number of fully paid ordinary securities cancelled in the Relevant Period.

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

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D is 10%.

E is the number of Equity Securities issued or agreed to be issued under the ASX Listing Rule 7.1A.2 in the Relevant Period before the date of the issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.

13.6.3 Number of Equity Securities on Issue

At the date of the Notice, the Company has the following Equity Securities on issue.

Description of Equity Security	ASX Code	Number
Shares
Quoted Shares not subject to ASX escrow	EMS	38,656,250
Unquoted Shares subject to ASX escrow until 14 October 2023	EMSAB	15,886,417
Total		54,542,667
Options
Unquoted Options with an exercise price of $0.30 expiring 14 October 2024 subject to ASX escrow until 14 October 2023	EMSAC	14,250,000
Unquoted Options with an exercise price of $0.30 expiring 14 October 2024 not subject to ASX escrow	EMSAD	10,000,000
Unquoted Options with an exercise price of $0.30 expiring 17 February 2025 not subject to ASX escrow	EMSAE	300,000
Total		24,550,000

13.6.4 Cash Only

Equity Securities can only be issued under ASX Listing Rule 7.1A for a cash amount which is not less than the prescribed minimum issue price described in section 13.6.5 below.

The Company must rely on its ASX Listing Rule 7.1 (15%) placement capacity, or the issue must fall within an exception in ASX Listing Rule 7.2, for the Company to issue Equity Securities for non-cash consideration, or for cash consideration that is lower than the prescribed minimum issue price, without approval of holders of ordinary securities.

13.6.5 Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the volume weighted average market price ( VWAP ) of Equity

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Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

• (b) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

13.6.6 Specific Information required by ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• (a) Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires the earlier to occur of:

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• the date that is the 12 months after the date of the annual general meeting at which approval is obtained; or

• the time and date of the Company’s next annual general meeting; or

• the time and date of the approval by shareholders of a transaction under ASX 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).

• (b) the Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities in the relevant class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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• the date on which the price at which the Equity Securities are to be issued is agreed between the Company and the recipient; or

• 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.

• (c) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to allocate the funds towards additional working capital while the Company progresses exploration of its existing resource assets. Under ASX Listing Rule 7.1A, Equity Securities can only be issued for cash consideration.

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• (d)If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ economic and voting power in the Company may be diluted as shown in Table 1 (in the case of options, only if the options are exercised). There is a risk that:

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• 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 on the date of approval under ASX Listing Rule 7.1A; and

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• 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.

• (e)Table 1 below (over the page) 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 ASX Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

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• 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 ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

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• two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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Table 1

		Variables	Variables	Variables	Variables
		50% decrease in Issue Price		Issue Price	100% increase in Issue Price
Issue price examples		$0.070		$0.140	$0.280
Variable ‘A’ in ASX Listing Rule 7.1A.2	Number of Shares examples
Current Variable A	54,542,667	10% Voting Dilution	5,454,267 5,454,267 5,454,267 $381,799 $763,597 $1,527,195 8,181,400 8,181,400 8,181,400 $572,698 $1,145,396 $2,290,792 10,908,533 10,908,533 10,908,533 $763,597 $1,527,195 $3,054,389
		Funds raised
50% increase in Current Variable A	81,814,001	10% Voting Dilution
		Funds raised
100% increase in Current Variable A	109,085,334	10% Voting Dilution
		Funds raised

(f) The table has been prepared on the following assumptions:

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• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• No options (including any options issued under the 10% Placement Facility) are exercised before the date of the issue of the Equity Securities.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10%

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Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

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• The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

• The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes options, it is assumed that those options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• The issue price is 14.0 cents ($0.140), being the closing price of the Shares on the ASX on 4 October 2022.

• (g) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

• (h)The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 upon the issue of any Equity Securities. 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.

• (i) The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

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the purpose of the issue

• the methods of raising funds that are available to the Company, including but not limited to, a pro rata rights issue or other issue in which existing security holders can participate;

• the effect of the issue of the Equity Securities on the control of the Company;

• prevailing market conditions;

• the financial situation and solvency of the Company; and

• advice from corporate, financial and broking advisers (if applicable).

• (j) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial

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Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company.

• (k) The Company has not previously obtained Shareholder approval under ASX Listing Rule 7.1A.

• (l) A voting exclusion statement is included in the Notice. 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. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

A voting exclusion statement is included in the Notice of Meeting for the purpose of Resolution 5.

13.6.7 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

13.7 Resolution 6 – Approval to Issue Unquoted Options to a Related Party (Wayne Rossiter)

13.7.1 Background

Resolution 6 seeks Shareholders’ approval to issue 1,500,000 unquoted Options to Mr Wayne Rossiter, or his nominee, a Director as a component of his remuneration.

The Board resolved that, subject to Shareholders’ approval, Wayne Rossiter as Managing Director would be entitled to remuneration from the granting of 1,500,000 unquoted Options for no consideration to Mr Rossiter, or his nominee.

The Company is proposing that Shareholders approve the granting of 1,500,000 Options, exercisable for a three (3) year period commencing their issue date and for an exercise price of $0.30 each Option, to Wayne Rossiter (or his nominee/s) under the Company’s ESOP, as amended by the Board from time to time and as follows:

• (a) 500,000 Options to be granted and vesting within one month of approval by Shareholders;

• (b) 500,000 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Wayne Rossiter remains a Director until the date the Options vest; and

• (ii) One year after the date the Options are issued;

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• (c) 500,000 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Wayne Rossiter remains a Director until the date the Options vest; and

• (ii) Two years after the date the Options are granted.

The above terms of the Options have been approved by the Board.

ASX Listing Rule 10.14 provides that an entity must not permit a director of an entity, or an Associate of that director, from acquiring Equity Securities under an employee incentive scheme without approval of its ordinary security holders.

ASX Listing Rule 10.14.3 provides that an entity must not without approval of its ordinary security holders permit a person whose relationship with the entity or a person referred to in rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by ordinary security holders.

As Mr Rossiter is a director of the Company, he is a person falling within ASX Listing Rule 10.14.1, and his Associates fall within category 10.14.2.

As the issue of Options to Mr Rossiter constitutes the issue of Equity Securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.14 is required. If approval is given by Shareholders under ASX Listing Rule 10.14, separate Shareholder approval is not required under ASX Listing Rule 10.11.

The Company therefore seeks the required Shareholder approvals for the issue of the Options to Mr Rossiter, or his nominated Associate, under and for the purposes of Listing Rule 10.14.

Under ASX Listing Rule 7.2 exception 14, Shareholder approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Equity Securities to Mr Rossiter, or his nominated Associate, if approval is obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Equity Securities, if approved, will not be included in the use of the Company’s Placement Capacity.

13.7.2 Remuneration

Effective 1 July 2022, Wayne Rossiter’s base salary is $278,000 per annum, including statutory superannuation (effective 21 October 2021: $210,000 per annum excluding statutory superannuation).

Mr Rossiter, or his nominee, is entitled to participate in the Company’s ESOP commensurate with his position and in accordance with market norms which will be issued annually as at 1 July each year, first commencing on 1 July 2022. Mr Rossiter’s

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participation is subject to the Board’s remuneration committee recommendation each financial year.

His remuneration for the year ended 30 June 2022 was $413,948 (2021: $162,594)[1] including statutory superannuation and $255,506 (2021: $162,594)[2] for 4,000,000 Options granted 21 April 2021.[3]

To the date of the Notice, Mr Rossiter received no other remuneration from the Company, except as set out above.

13.7.3 Valuation of Options

The values of the unquoted Options are set out in Table 2 below . The valuation has been completed by internal management of the Company using the Black-Scholes valuation method:

Table 2

Assumption	Options granted 21 April 2021	Options that are the subject of	Options that are the subject of	Options that are the subject of
		Resolution 6	Resolution 7	Resolution 8
Number of Options	4,000,000	1,500,000	1,000,000	1,000,000
Cost of Option	-	-	-	-
Share Price(cents)	$0.20	$0.14	$0.14	$0.14
Exercise (Issue) Price(cents)	30.0	30.0	30.0	30.0
Period to Exercise (years)	3.00	3.00	3.00	3.00
Risk free rate of return	0.10%	3.26%	3.26%	3.26%
Volatility	98.1%	78.6%	78.6%	78.6%
Dividends per annumper Share	-	-	-	-
Dividendyield	-	-	-	-
Value per Option (cents)	10.4525	4.7707	4.7707	4.7707
Total value	$418,100	$71,561	$47,707	$47,707

1 Mr Rossiter was appointed Managing Director on 2 September 2020.

2 The fair value of the Options was calculated at the date of grant using the Black Scholes option pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised as an expense in each reporting period.

3 Unquoted Options with an exercise price of $0.30 expiring 14 October 2024 and subject to ASX escrow until 14 October 2023.

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13.7.4 Trading History

At 4 October 2022, the Company’s share price was 14.0 cents ($0.140). Since 25 October 2021[4] , the Company’s lowest and highest share price traded on the ASX and monthly turnover are as follows:

Table 3

Month	Monthly Share price range	Monthly Share price range	Monthly volume traded on ASX
	Minimum	Maximum
	$	$	Number
October 2021	$0.225	$0.270	8,629,298
November2021	$0.215	$0.265	11,023,450
December 2021	$0.160	$0.235	1,484,071
January 2022	$0.190	$0.300	7,334,245
February 2022	$0.190	$0.280	4,735,458
March 2022	$0.180	$0.210	3,646,371
April 2022	$0.180	$0.260	8,716,050
May 2022	$0.145	$0.220	5,179,716
June 2022	$0.120	$0.180	1,835,109
July 2022	$0.120	$0.150	795,805
August 2022	$0.125	$0.165	2,840,491
September 2022	$0.105	$0.170	4,025,048
Total	$0.105	$0.300	60,245,112

4 This is the date Shares commenced trading on the ASX.

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13.7.5 Impact of Resolution 6 on Capital Structure

Resolution 6 seeks Shareholder approval for the issue of securities in the Company. If passed, the Resolution will have an impact on the capital structure of the Company. This impact is summarised in the table below (Table 4) and assumes that Resolution 6 is passed by Shareholders.

Table 4

Resolution	Shares Unquoted Options Total Percentage of Shares on an undiluted basis Percentage of Shares on a fully diluted basis
Equity Securities on issue on the date that the Company was admitted to the ASX official list (21 October 2021) Unquoted Options with an exercise price of $0.30 expiring 17 February 2025 Equity Securities on issue at the date of the Notice Unquoted Options - related party (Rossiter) 6 Unquoted Options - related party (Dugmore) 7 Unquoted Options - related party (White) 8 Equity Securities on issue assuming Resolutions 6, 7 and 8 are approved	Number Number Number % % 54,542,667 24,250,000 78,792,667 300,000 300,000
	54,542,667 24,550,000 79,092,667 100.00% 95.76% 1,500,000 1,500,000 0.00% 1.82% 1,000,000 1,000,000 0.00% 1.21% 1,000,000 1,000,000 0.00% 1.21%
	54,542,667 28,050,000 82,592,667 100.00% 100.00%

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13.7.6 Effect of Resolution 6

If Resolution 6 is passed by Shareholders, then the Company will be able to proceed with the issue of Equity Securities to Wayne Rossiter, or his nominee.

If Resolution 6 is not passed, the Company will not be able to proceed with the respective issue of the Options to Mr Rossiter (or his respective nominee) and will need to consider paying cash or other means of remunerating the Director.

13.7.7 Voting power on an undiluted basis

If Resolution 6 is passed by Shareholders, and assuming no Options are exercised, on an undiluted basis there will be no change to Shareholders’ ownership percentages.

13.7.8 Voting power on a fully diluted basis (i.e. assuming conversion of all Options)[5]

If Resolutions 6, 7 and 8 are passed by Shareholders, and assuming all Options are exercised, on a fully diluted basis there is a change to Shareholders’ ownership percentages.

Table 5

Resolutions	Number of Equity Securities held at the date of the Notice % of total Equity Securities on a diluted basis Number of new total Equity Securities % of total new Equity Securities on a diluted basis
Robert H Duffin and Pamela C Duffin (jointly) Other Equity Security holders Total Equity Securities 6, 7 and 8	15,166,667 19.18% 15,166,667 18.36% 63,926,000 80.82% 67,426,000 81.64%
	79,092,667 100.00% 82,592,667 100.00%

5 Based on a total issued capital of the Company of 79,092,667 Shares (Before) and 82,592,667 Shares (After). Table 5 has been prepared on the following hypothetical assumptions. The Company does not represent they will necessarily occur:

(a) Resolutions 6, 7 and 8 are passed by Shareholders and all Equity Securities the subject of those Resolutions have been issued as contemplated by the Resolutions.

(b) All unquoted Options have been exercised.

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13.7.9 Technical Information Required By ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolutions 6, 7 and 8:

Table 6

ASX Listing Rule	Information Required pursuant to ASX Listing Rule 10.15
			Information
		Resolution 6	Resolution 7	Resolution 8
10.15.1	The name of the person.	Mr Wayne Rossiter, or his nominee	Mr Mark Dugmore, or his nominee	Mr Ian White, or his nominee
10.15.2	Which category in ASX Listing Rules 10.14.1 – 10.14.3 the person falls within and why.	Mr Rossiter is a Director, so a related party to the Company (ASX Listing Rule 10.14.1) and his Associates fall within category10.14.2.	Mr Dugmore is a Director, so a related party to the Company (ASX Listing Rule 10.14.1) and his Associates fall within category10.14.2.	Mr White is a Director, so a related party to the Company (ASX Listing Rule 10.14.1) and his Associates fall within category 10.14.2.
10.15.3	The number and class of securities to be issued to theperson.	1,500,000 unquoted Options are to be issued.	1,000,000 unquoted Options are to be issued.	1,000,000 unquoted Options are to be issued.
10.15.4	If the person is: • a director and therefore a related party under ASX Listing Rule 10.14.1; or • an +associate of, or +person connected with, a director under ASX Listing	Refer paragraph 13.7.2 above.	Refer paragraph 13.8.2 below	Refer paragraph 13.9.2 below

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ASX Listing Rule	Information Required pursuant to ASX Listing Rule 10.15
			Information
		Resolution 6	Resolution 7	Resolution 8
	Rules 10.14.2 or 10.14.3, and the issue is intended to remunerate or incentivise the director, details (including the amount) of the director’s current total remunerationpackage.
10.15.5	The number of securities that have previously been issued to the person under the scheme and average acquisition price (if any) paid by the person for those securities	Nil	Nil	Nil
10.15.6	If the securities are not fully paid ordinary securities, a summary of the material terms of the securities, an explanation of why that type of security is being used and the value the	The Options to be issued will be on the same terms as described in paragraph 13.7.1 above. The Options are being used because the Company wishes to maximise the use of its cash resources towards the Company’s development and	The Options to be issued will be on the same terms as described in paragraph 13.8.1 below. The Options are being used because the Company wishes to maximise the use of its cash resources towards the Company’s development and	The Options to be issued will be on the same terms as described in paragraph 13.9.1 below. The Options are being used because the Company wishes to maximise the use of its cash resources towards the Company’s development and

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ASX Listing Rule	Information Required pursuant to ASX Listing Rule 10.15	Information	Information	Information
		Resolution 6	Resolution 7	Resolution 8
	entity attributes to that security and its basis	equity-based incentives, such as options, are used to supplement cash-based remuneration; and the granting of the options package proposed is commensurate with market practice. The value attributed to the Options is disclosed in paragraph 13.7.3 above.	equity-based incentives, such as options, are used to supplement cash-based remuneration; and the granting of the options package proposed is commensurate with market practice. The value attributed to the Options is disclosed in paragraph 13.7.3 above.	equity-based incentives, such as options, are used to supplement cash-based remuneration; and the granting of the options package proposed is commensurate with market practice. The value attributed to the Options is disclosed in paragraph 13.7.3 above.
10.15.7	The date or dates on or by which the entity will issue the securities under the scheme, which must not be more than 1 month after the date of the meeting.	As soon as practicable, and in any event no later than 1 month after Shareholder approval is obtained, being the date of the Meeting.
10.15.8	The price at which the entity will issue the securities.	The Options are being issued to remunerate and incentivise Mr Rossiter, and therefore no consideration is being provided for their issue.	The Options are being issued to remunerate and incentivise Mr Dugmore, and therefore no consideration is being provided for their issue.	The Options are being issued to remunerate and incentivise Mr White, and therefore no consideration is being provided for their issue.
10.15.9	If the securities are issued under the scheme,a summaryof	Refer to Annexure A – Material Terms of the Eastern Metals Limited Employees and Officers Share Option Plan (ESOP) on page 50 below.

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ASX Listing Rule	Information Required pursuant to ASX Listing Rule 10.15	Information	Information	Information
		Resolution 6	Resolution 7	Resolution 8
	any other material terms of the scheme.
10.15.10	A summary of the material terms of any loan that will be made to the person in relation to the acquisition	No loan will be made to Mr Rossiter in relation to the acquisition	No loan will be made to Mr Dugmore in relation to the acquisition	No loan will be made to Mr White in relation to the acquisition
10.15.11	A statement to the following effect. • Details of any securities issued under the scheme will be published in the annual report of the entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. • Any additional persons covered by	Refer paragraph 13.7.9.1 below.

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==> picture [42 x 41] intentionally omitted <==

ASX Listing Rule	Information Required pursuant to ASX Listing Rule 10.15
			Information
		Resolution 6	Resolution 7	Resolution 8
	ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.
10.15.12	A voting exclusion statement	A voting exclusion is included in the Notice in relation to Resolution 6.	A voting exclusion is included in the Notice in relation to Resolution 7.	A voting exclusion is included in the Notice in relation to Resolution 8.

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13.7.9.1 Technical Information Required by ASX Listing Rule 10.15.11

Details of any securities issued under the ESOP will be published in the annual report of the Company relating to a period in which any securities were issued, and that approval for the issue was obtained, if required, under ASX Listing Rule 10.14.

Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the scheme after Resolution 6 is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

13.7.10 Sections 200B and 200C of the Corporations Act

Section 200B of the Corporations Act states that a corporation must not give a person who holds a managerial or executive office a benefit in connection with their retirement from that office or position of employment in the corporation or a related body corporate, unless there is shareholder approval of the giving of the benefit under section 200E of the Corporations Act or one of the limited exemptions apply. The term “benefit” has a wide meaning and may include benefits resulting from the Board exercising certain discretions under the terms of the ESOP, including discretion to determine when the options may lapse.

Section 200C of the Corporations Act states that a person must not give a benefit to a person who holds a managerial or executive office in a company or a related body corporate in connection with the transfer of the whole or any part of the undertaking or property of the company, unless there is shareholder approval under section 200E of the Corporations Act for the giving of the benefit.

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 Options will be dealt with, including, without limitation, in a manner that allows Wayne Rossiter, or his nominee, to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

In the circumstances, a purpose of Resolution 6 is to obtain Shareholder approval so that the above benefits may be given to Mr Rossiter in connection with a change of control, or otherwise at the discretion of the Board if Mr Rossiter ceases employment with the Company, without breaching sections 200B or 200C of the Corporations Act.

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In accordance with ASX Listing Rule 10.19 the termination benefits that are or may be payable to any officer of the Company (including Mr Rossiter) will not together exceed 5% of the equity interests of the Company unless further approval is obtained from Shareholders.

In addition to setting out details of the benefit, section 200E of the Corporations Act states that the monetary value of the proposed benefit must be set out in, or accompany, the notice of meeting at which shareholder approval will be sought. If the value cannot be ascertained at that time, disclosure must be made of the manner in which that value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that value.

The value of the benefit which may be given to Mr Rossiter is comprised of the value presently attributable to the Options.

The actual value of the benefits described above is difficult to quantify. Among other things, it will depend on the future operating and financial performance of the Company, and the likelihood of a change of control occurring.

However, assuming 1,500,000 Options will be issued to Mr Rossiter or his nominee and at the time of issue those Options are worth $71,561 (based on the price of the Company’s shares on 4 October 2022), the money value of the benefit to Mr Rossiter, or his nominee, would be $71,561. Refer to paragraph 13.7.3 above for further details.

13.7.11 Section 208 of the Corporations Act

Section 208(1) of the Corporations Act provides that a public company must not, without the approval of the Company’s members, give a financial benefit to a related party unless an exception to the prohibition as set out in sections 210 to 216 of the Corporations Act applies to that issue.

As a director of the Company, Mr Rossiter is a related party of the Company for the purposes of section 228(2) Corporations Act. The issue of the Options will constitute the giving of a financial benefit to related parties for the purposes of section 229(3)(e) of the Corporations Act.

The Board, with the relevant Director abstaining on each respective resolution, has resolved that the grant of the Options to Mr Rossiter constitutes reasonable remuneration within the meaning of section 211(1) of the Corporations Act as:

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• the Company wishes to maximise the use of its cash resources towards the Company’s development and equity-based incentives, such as options, are used to supplement cash-based remuneration; and

• the granting of the options package proposed is commensurate with market practice.

Accordingly, Shareholder approval is not required under section 208(1) of the Corporations Act, however approval is still required for the purposes of ASX Listing Rule 10.14.

13.7.12 Recommendation

Mr Rossiter declines to make a recommendation about Resolution 6, as he has a material personal interest in the outcome of that Resolution as it relates to the Company granting Options, which is a financial benefit, to him or his nominee.

Excluding Mr Rossiter, the Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

13.8 Resolution 7 – Approval to Issue Unquoted Options to a Related Party (Mark Dugmore)

13.8.1 Background

Resolution 7 seeks Shareholders’ approval to issue 1,000,000 unquoted Options to Mr Mark Dugmore a Director, or his nominee, as a component of his remuneration.

As announced on 4 October 2022, the Board resolved that, subject to Shareholders’ approval, Mark Dugmore as an independent non-executive Director, would be entitled to remuneration from the granting of 1,000,000 unquoted Options for no consideration to Mr Dugmore, or his nominee.

The Company is proposing that Shareholders approve the granting of 1,000,000 Options, exercisable for a three (3) year period commencing their issue date and for an exercise price of $0.30 each Option, to Mark Dugmore (or his nominee/s) under the Company’s ESOP, as amended by the Board from time to time and as follows:

• (a) 333,333 Options to be granted and vesting within one month of approval by Shareholders;

• (b) 333,333 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

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• (i) Mark Dugmore remains a Director until the date the Options vest; and

• (ii) One year after the date the Options are issued;

• (c) 333,334 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Mark Dugmore remains a Director until the date the Options vest; and

• (ii) Two years after the date the Options are granted.

The above terms of the Options have been approved by the Board.

ASX Listing Rule 10.14 provides that an entity must not permit a director of an entity, or an Associate of that director, from acquiring Equity Securities under an employee incentive scheme without approval of its ordinary security holders.

ASX Listing Rule 10.14.3 provides that an entity must not without approval of its ordinary security holders permit a person whose relationship with the entity or a person referred to in ASX Listing Rules 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by ordinary security holders.

As Mr Dugmore is a director of the Company, he is a person falling within ASX Listing Rule 10.14.1, and his Associates fall within category 10.14.2.

As the issue of Options to Mr Dugmore constitutes the issue of Equity Securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.14 is required. If approval is given by Shareholders under ASX Listing Rule 10.14, separate Shareholder approval is not required under ASX Listing Rule 10.11.

The Company therefore seeks the required Shareholder approvals for the issue of the Options to Mr Dugmore, or his nominated Associate, under and for the purposes of ASX Listing Rule 10.14.

Under ASX Listing Rule 7.2 exception 14, Shareholder approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Equity Securities to Mr Dugmore, or his nominated Associate, if approval is obtained under ASX Listing Rule 10.14. Accordingly, the issue of the Equity Securities, if approved, will not be included in the use of the Company’s Placement Capacity.

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13.8.2 Remuneration

Mr Dugmore’s appointment is effective 4 October 2022. Effective upon Mr Dugmore’s commencement as a Director, the rate of his Director fees is $45,000 per annum including statutory superannuation.

Mr Dugmore, or his nominee, is entitled to participate in the Company’s ESOP.

To the date of the Notice, Mr Dugmore has received no other remuneration from the Company, except as set out above.

13.8.3 Valuation of Options

The values of the unquoted Options are set out in Table 2 above.

13.8.4 Trading History

Details of the Company’s lowest and highest share price traded on the ASX and monthly turnover are reported in Table 3 above.

13.8.5 Impact of Resolution 7 on Capital Structure

Resolution 7 seeks Shareholder approval for the issue of securities in the Company. If passed, the Resolution will have an impact on the capital structure of the Company. This impact is summarised in the table above (Table 4) and assumes that Resolution7 is passed by Shareholders.

13.8.6 Effect of Resolution 7

If Resolution 7 is passed by Shareholders, then the Company will be able to proceed with the issue of Equity Securities to Mark Dugmore, or his nominee.

If Resolution 7 is not passed, the Company will not be able to proceed with the respective issue of the Options to Mr Dugmore (or his respective nominee) and will need to consider paying cash or other means of remunerating the Director.

13.8.7 Voting power on an undiluted basis

If Resolution 7 is passed by Shareholders, and assuming no Options are exercised, on an undiluted basis there will be no change to Shareholders’ ownership percentages.

13.8.8 Voting power on a fully diluted basis (i.e. assuming conversion of all Options)

If Resolution 7 is passed by Shareholders, and assuming all Options are exercised, on a fully diluted basis there is a change to Shareholders’ ownership percentages.

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Details of the change to Shareholders’ ownership percentages arising from the passing of Resolutions 6, 7 and 8 are reported in Table 5 above.

13.8.9 Technical Information Required By ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, Table 6 above provides the information in relation to Resolution 7.

13.8.10 Section 208 of the Corporations Act

Section 208(1) of the Corporations Act provides that a public company must not, without the approval of the Company’s members, give a financial benefit to a related party unless an exception to the prohibition as set out in sections 210 to 216 of the Corporations Act applies to that issue.

As a director of the Company, Mr Dugmore is a related party of the Company for the purposes of section 228(2) Corporations Act. The issue of the Options will constitute the giving of a financial benefit to related parties for the purposes of section 229(3)(e) of the Corporations Act.

The Board, with the relevant Director abstaining on each respective resolution, has resolved that the grant of the Options to Mr Dugmore constitutes reasonable remuneration within the meaning of section 211(1) of the Corporations Act as:

• the Company wishes to maximise the use of its cash resources towards the Company’s development and equity-based incentives, such as options, are used to supplement cash-based remuneration; and

• the granting of the options package proposed is commensurate with market practice.

Accordingly, Shareholder approval is not required under section 208(1) of the Corporations Act, however approval is still required for the purposes of ASX Listing Rule 10.14.

13.8.11 Recommendation

Mr Dugmore declines to make a recommendation about Resolution 7, as he has a material personal interest in the outcome of that Resolution as it relates to the Company granting Options, which is a financial benefit, to him or his nominee.

Excluding Mr Dugmore, Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

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13.9 Resolution 8 – Approval to Issue Unquoted Options to a Related Party (Ian White)

13.9.1 Background

Resolution 8 seeks Shareholders’ approval to issue 1,000,000 unquoted Options to Mr Ian White a Director, or his nominee, as a component of his remuneration.

As announced on 4 October 2022, the Board resolved that, subject to Shareholders’ approval, Ian White as an independent non-executive Director, would be entitled to remuneration from the granting of 1,000,000 unquoted Options for no consideration to Mr White, or his nominee.

The Company is proposing that Shareholders approve the granting of 1,000,000 Options, exercisable for a three (3) year period commencing their issue date and for an exercise price of $0.30 each Option, to Ian White (or his nominee/s) under the Company’s ESOP, as amended by the Board from time to time and as follows:

• (a) 333,333 Options to be granted and vesting within one month of approval by Shareholders;

• (b) 333,333 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Ian White remains a Director until the date the Options vest; and

• (ii) One year after the date the Options are issued;

• (c) 333,334 Options to be granted within one month of approval by Shareholders and vesting after the following conditions precedent:

• (i) Ian White remains a Director until the date the Options vest; and

• (ii) Two years after the date the Options are granted.

The above terms of the Options have been approved by the Board.

ASX Listing Rule 10.14 provides that an entity must not permit a director of an entity, or an Associate of that director, from acquiring Equity Securities under an employee incentive scheme without approval of its ordinary security holders.

ASX Listing Rule 10.14.3 provides that an entity must not without approval of its ordinary security holders permit a person whose relationship with the entity or a person referred to in ASX Listing Rules 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by ordinary security holders.

As Mr White is a director of the Company, he is a person falling within ASX Listing Rule 10.14.1, and his Associates fall within category 10.14.2.

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As the issue of Options to Mr White constitutes the issue of Equity Securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.14 is required. If approval is given by Shareholders under ASX Listing Rule 10.14, separate Shareholder approval is not required under ASX Listing Rule 10.11.

The Company therefore seeks the required Shareholder approvals for the issue of the Options to Mr White, or his nominated Associate, under and for the purposes of Listing Rule 10.14.

Under ASX Listing Rule 7.2 exception 14, Shareholder approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Equity Securities to Mr White, or his nominated Associate, if approval is obtained under ASX Listing Rule 10.14. Accordingly, the issue of the Equity Securities, if approved, will not be included in the use of the Company’s Placement Capacity.

13.9.2 Remuneration

Mr White’s appointment is effective 4 October 2022. Effective upon Mr White’s commencement as a Director, the rate of his Director fees is $45,000 per annum including statutory superannuation.

Mr White, or his nominee, is entitled to participate in the Company’s ESOP.

To the date of the Notice, Mr White has received no other remuneration from the Company, except as set out above.

13.9.3 Valuation of Options

The values of the unquoted Options are set out in Table 2 above.

13.9.4 Trading History

Details of the Company’s lowest and highest share price traded on the ASX and monthly turnover are reported in Table 3 above.

13.9.5 Impact of Resolution 8 on Capital Structure

Resolution 8 seeks Shareholder approval for the issue of securities in the Company. If passed, the Resolution will have an impact on the capital structure of the Company. This impact is summarised in the table above (Table 4) and assumes that Resolution 8 is passed by Shareholders.

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13.9.6 Effect of Resolution 8

If Resolution 8 is passed by Shareholders, then the Company will be able to proceed with the issue of Equity Securities to Ian White, or his nominee.

If Resolution 8 is not passed, the Company will not be able to proceed with the respective issue of the Options to Mr White (or his respective nominee) and will need to consider paying cash or other means of remunerating the Director.

13.9.7 Voting power on an undiluted basis

If Resolution 8 is passed by Shareholders, and assuming no Options are exercised, on an undiluted basis there will be no change to Shareholders’ ownership percentages.

13.9.8 Voting power on a fully diluted basis (i.e. assuming conversion of all Options)

If Resolution 8 is passed by Shareholders, and assuming all Options are exercised, on a fully diluted basis there is a change to Shareholders’ ownership percentages. Details of the change to Shareholders’ ownership percentages arising from the passing of Resolutions 6, 7 and 8 are reported in Table 5 above.

13.9.9 Technical Information Required By ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, Table 6 above provides the information in relation to Resolution 8.

13.9.10 Section 208 of the Corporations Act

Section 208(1) of the Corporations Act provides that a public company must not, without the approval of the Company’s members, give a financial benefit to a related party unless an exception to the prohibition as set out in sections 210 to 216 of the Corporations Act applies to that issue.

As a director of the Company, Mr White is a related party of the Company for the purposes of section 228(2) Corporations Act. The issue of the Options will constitute the giving of a financial benefit to related parties for the purposes of section 229(3)(e) of the Corporations Act.

The Board, with the relevant Director abstaining on each respective resolution, has resolved that the grant of the Options to Mr White constitutes reasonable remuneration within the meaning of section 211(1) of the Corporations Act as:

• the Company wishes to maximise the use of its cash resources towards the Company’s development and equity-based incentives,

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such as options, are used to supplement cash-based remuneration; and

• the granting of the options package proposed is commensurate with market practice.

Accordingly, Shareholder approval is not required under section 208(1) of the Corporations Act, however approval is still required for the purposes of Listing Rule 10.14.

13.9.11 Recommendation

Mr White declines to make a recommendation about Resolution 8, as he has a material personal interest in the outcome of that Resolution as it relates to the Company granting Options, which is a financial benefit, to him or his nominee.

Excluding Mr White, Directors unanimously recommend that Shareholders vote in favour of Resolution 8.

13.10 Resolution 9 – Amendment to the Constitution – Allow Virtual Only Meetings

13.10.1 Background

The Company’s Constitution was adopted on 16 March 2021. Under section 136(2) of the Corporations Act, a company can modify it constitution by special resolution. Accordingly, the Company seeks Shareholder approval to amend its Constitution to adopt regulatory changes since 16 March 2021. The Company is proposing to amend the Constitution to permit the Company to hold virtual only general meetings. The proposed amendment, by inserting rules 10.2 and 10.3 into the Constitution, is included in Annexure B - Proposed Amendment to the Company Constitution to the Notice below on page 53.

13.10.2 Reasons for Virtual Only Meeting of Shareholders

The COVID 19 pandemic and the associated social distancing measures and restrictions on large gatherings have significantly impacted the Company’s ability to hold a traditional general meeting at its registered office in Sydney, NSW.

The proposed insertion of rules 10.2 and 10.3 into the Constitution provides that, subject to the Corporations Act, the Company may hold a virtual only general meeting. This amendment will clarify that a general meeting may be held by the Company in one of three ways:

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• At a physical venue (“physical meeting”);

• At one or more physical venues using technology (“hybrid meeting”, which is a physical meeting linked with online facilities to allow remote participation); or

• Using virtual meeting technology only (“virtual only meeting”, where all Shareholders participate via online facilities).

The Company’s intention is to meet in person at general meetings when it is safe to do so. In the meantime, these amendments will assist the Company with flexibility to conduct virtual only meetings if needed.

13.10.3 Details of Proposed Amendments

Refer to Annexure B - Proposed Amendment to the Company Constitution to the Notice below on page 53 for details of the proposed amendments to the Company’s Constitution.

13.10.4 Voting

Resolution 9 is a special resolution requiring 75% of all votes cast.

13.10.5 Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 9.

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13.11 Glossary

$, AUD, cents means Australian currency, unless disclosed otherwise.

AGM , Annual General Meeting or

Meeting means the annual general meeting of the Company convened by this Notice.

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

1. a spouse or child of the member;

2. child of the member’s spouse;

3. a dependent of the member or the member’s spouse;

4. anyone else who is one of the

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the year ended 30 June 2022.

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning given to that term in Part 1.2, Division 2 of the Corporations Act.

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

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

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

Board means the current board of directors of the Company.

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

Chair or Chairman means the chair of the Meeting.

• member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

5. a company the member controls; or

6. a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of closely related party’ in the Corporations Act.

Company means Eastern Metals Limited ABN 29 643 902 943.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Eligible Person means at any time a person who then is an employee or an officer (whether full-time or part-time) of the Company or a consultant to the

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Company and otherwise as defined in the ESOP.

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

ESOP means the Eastern Metals Limited Employees and Officers Share Option Plan summarised in Annexure A – Material Terms of the Eastern Metals Limited Employees and Officers Share Option Plan (ESOP) on page 50 below .

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Notice or Notice of Meeting means this notice of meeting including the

Explanatory Statement and the Proxy Form.

Option means an option providing the right to be issued one Share upon payment of an exercise price within the exercise period, at the election of the option holder.

Permitted Nominee means, as defined in the ESOP, a nominee the Board resolves to allow a renunciation of an offer under the ESOP in favour of a nominee

(“Permitted Nominee”) and the Permitted Nominee accepting the whole or any lesser number of Options offered, by notice in writing to the Board.

Proxy Form means the proxy form accompanying the Notice.

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

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Sydney Time means the time observed in Sydney, NSW Australia.

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Annexure A – Material Terms of the Eastern Metals Limited Employees and Officers Share Option Plan (ESOP)

The Company has established an employees and officers share option plan ( ESOP ) to assist in the motivation, retention and reward of directors, senior executives and other employees and consultants that may be invited to participate in the ESOP from time to time. The ESOP was approved by Shareholders on 31 May 2021. The ESOP is designed to align the interests of directors, senior executives and other employees and consultants with the interests of Shareholders by providing an opportunity for them to receive or increase an equity interest in the Company.

The ESOP provides for the Company to grant options as incentives, subject to the terms of individual offers and the satisfaction of performance and vesting conditions determined by the Board from time to time.

A summary of the key terms of the ESOP is as follows:

• (a) The ESOP is to extend to Eligible Persons or Permitted Nominees (as defined in the ESOP) of the Company or an associated body corporate of the Company as the Board may in its discretion determine. Eligible Persons means at any time a person who then is an employee or an officer (whether full-time or part-time) of a group company or a consultant to a group company. A ‘Permitted Nominee’ includes a nominee approved by the Board.

The Company shall not offer or issue Options to any Eligible Person in accordance with the plan if the total number of shares the subject of Options, when aggregated with:

• (i) the number of shares in the same class which would be issued were each outstanding offer or invitation or option to acquire unissued shares in the Company, being an offer or invitation made or option acquired pursuant to the Plan or any other employee or officer share scheme extended only to employees or officers of Group Companies, to be accepted or exercised (as the case may be); and

• (ii) the number of shares in the same class issued during the previous five years pursuant to the Plan or any other employee or officer share scheme extended only to employees or officers of Group Companies),

(disregarding any offer or invitation made, or option acquired or share issued following the making of an offer or invitation, to a person situated at the time of

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receipt of the offer or invitation outside Australia or any offer or invitation which, pursuant to Chapter 6D of the Corporations Act 2001, does not need disclosure to investors), would exceed 5% of the total number of issued shares in that class of the Company as at the time of the proposed offer or issue.

• (b) The options are to be issued for nominal consideration.

• (c) The exercise price of an option is to be determined by the Board at its sole discretion.

• (d) The option commencement date will be any such date or dates with respect to the options or tranches of Options (as the case may be) as may be determined by the Board prior to the issue of the relevant options.

• (e) The option period commences on the option commencement date and ends on the earlier of:

• (i) the expiry of such period nominated by the Board at its sole discretion at the time of the grant of the option but being not less than two years;

• (ii) if an Eligible Person’s employment or engagement with the Company or an associated body corporate ceases because of reasons other than retirement, redundancy, permanent disablement or death, the earlier of:

A the expiry of the option period; or

  - B one month from the date on which the Eligible Person ceased that employment or engagement.

• (f) Eligibility to participate is determined by the Board. Eligibility is restricted to Eligible Persons (or their Permitted Nominee where applicable) of the Company or an associated body corporate of the Company. The Board is entitled to determine:

• (i) subject to paragraph (ii) below the total number of Options to be offered in any one year to Eligible Persons or Permitted Nominee;

• (ii) the Eligible Persons to whom offers will be made; and

• (iii) the terms and conditions of any options granted, subject to the ESOP.

• (g) In respect of options, option holders do not participate in dividends or in bonus issues unless the options are exercised.

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• (h) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. If the Company is listed on ASX, the Company will, where required pursuant to the ASX Listing Rules, provide option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the options, in accordance with the requirements of the ASX Listing Rules.

• (i) In the event of a pro rata issue (except a bonus issue) made by the Company during the term of the options the Company may adjust the exercise price for the Options in accordance with the formula in the terms of the ESOP.

• (j) The Board has the right to vary the entitlements of participants to take account of the effect of capital reorganisations, bonus issues or rights issues.

• (k) The Board may vary the ESOP.

• (l) The ESOP is separate to and does not in any way form part of, vary or otherwise affect the rights and obligations of an Eligible Person under the terms of his or her employment or arrangement.

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Annexure B - Proposed Amendment to the Company Constitution

Proposed amendments to the Company’s Constitution to permit virtual only meetings:

Insert the following rule into the Constitution:

• “10.2 Convening a general meeting

The Company may hold meetings of Members (including an annual general meeting):

10.2.1 at any one or more physical venues;

10.2.2 using any one or more virtual meeting technologies, as is determined by the Directors, that allows a person to participate in a meeting without being physically present at the same place; or

10.2.3 by way of a combination of Rules 10.2.1 and 10.2.2 above; or

10.2.4 in any other manner permitted by the Corporations Act.

10.3 Reasonable opportunity to participate

If the Company holds a general meeting, it must give the Members entitled to attend the general meeting, as a whole, a reasonable opportunity to participate in the general meeting. This includes giving Members a reasonable opportunity to exercise a right to speak and ask questions (either orally or in writing, at the Member’s election).”

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 3:00pm (AEDT) on Monday 14[th] November 2022.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/esmagm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 3:00pm (AEDT) on Monday 14th November 2022. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/esmagm2022  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Until 28 October 2022 From 31 October 2022 Boardroom Pty Limited Boardroom Pty Limited Level 12, 225 George Street, Level 8, 210 George Street Sydney NSW 2000 Australia Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the physical component of the meeting please bring this form with you to assist registration.

Eastern Metals Limited ABN 29 643 902 943

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Eastern Metals Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held to be held in person at Level 13, 60 Castlereagh Street Sydney NSW 2000 and virtually via https://web.lumiagm.com/366244106 on Wednesday, 16th November 2022 at 3.00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 6, 7 and 8 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 6, 7 and 8 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1, 6, 7 & 8). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

• Resolution 1 Adoption of Remuneration Report

• Resolution 2 Re-election of Director – Mr Robert (Bob) Duffin

Resolution 3 Election of Director – Mr Mark Dugmore

Resolution 4 Election of Director – Mr Ian White

Resolution 5 Approval of 10% Issuance Capacity

Resolution 6 Approval to Issue Unquoted Options to a Related Party (Wayne Rossiter)

Resolution 7 Approval to Issue Unquoted Options to a Related Party (Mark Dugmore)

• Resolution 8 Approval to Issue Unquoted Options to a Related Party (Ian White)

Resolution 9 Approval of Amendment to the Constitution to Allow Virtual Only Meetings (by special resolution)

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3 Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2022