RESOURCE BASE LIMITED. — AGM Information 2023

Oct 19, 2023

RESOURCE BASE LIMITED ACN 113 385 425 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	10.00 am (WST)
-------	----------------	--

DATE: Thursday 23 November 2023

PLACE: Level 8, 99 St Georges Terrace Perth WA 6000

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00 pm (WST) on 21 November 2023.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (08) 9486 4036.

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at Level 8, 99 St Georges Terrace, Perth WA 6000 on Thursday, 23 November 2023 at 10:00am (WST).

Your vote is important

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

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 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.

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

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

Transfer of non-chair proxy to chair in certain circumstances: Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • the proxy is not recorded as attending the meeting; or
  • the proxy does not vote on the resolution,

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9486 4036.

BUSINESS OF THE MEET ING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2023."

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

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

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR MAURICE FEILICH

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

"That, Maurice Feilich, who retires in accordance with Listing Rule 14.4 and clause 14.2 of the Company's Constitution and, being eligible and offering himself for re-election, be reelected as a Director of the Company."

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1

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

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,000,000 Placement Shares on the terms set out in the Explanatory Statement."

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1A

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

"That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,000,000 Placement Shares to institutional and sophisticated investors under the Placement, and otherwise on the terms set out in the Explanatory Statement."

5. RESOLUTION 5 – APPOINTMENT OF MOORE AUSTRALIA AUDIT (WA) AS AUDITOR

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

"That, for the purpose of 327B of the Corporations Act 2001 (Cth) and for all other purposes, Moore Australia Audit (WA), having been nominated by a Shareholder and consented in writing to act as auditor of the Company, be appointed auditor of the Company, effective immediately."

6. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

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

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

A voting exclusion statement appliesto this Resolution. Please see below.

Dated: 20 October 2023

By order of the Board

Daniel Smith Company Secretary

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration			A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
Report	(a)	Remuneration Report; or	a member of the Key Management Personnel, details of whose remuneration are included in the
	(b)		a Closely Related Party of such a member.
			However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is notcast on behalf of a person described above and either:
	(a)	Resolution; or	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this
	(b)		the voter is the Chair and the appointment of the Chair as proxy:
		(i)	does not specify the way the proxy is to vote on this Resolution; and
		(ii)	expressly authorises the Chair to exercise the proxy even though this Resolutionis connected directly or indirectly with the remuneration of a member of the KeyManagement Personnel.
Resolution 3 – Ratification of prior shareissue 7.1	of the Resolution by:		The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person whoparticipated in the issue or any Associate of those persons. However, this does not apply to a vote cast in favour
	(a)	way; or	a person as proxy or attorney for a person who is entitled to vote on the Resolution, inaccordance with the directions given to the proxy or attorney to vote on the Resolution in that
	(b)		the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, inaccordance 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 abeneficiary provided the following conditions are met:
		(i)	the beneficiary provides written confirmation to the holder that the beneficiaryis not excluded from voting, and is not an Associate of a person excluded fromvoting, on the Resolution; and
	in that way.		the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote
Resolution 4 – Ratification of prior shareissue 7.1A	of the Resolution by:		The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person whoparticipated in the issue or any Associate of those persons. However, this does not apply to a vote cast in favour
	(a)	way; or	a person as proxy or attorney for a person who is entitled to vote on the Resolution, inaccordance with the directions given to the proxy or attorney to vote on the Resolution in that
	(b)		the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, inaccordance 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 abeneficiary provided the following conditions are met:
		(i)	the beneficiary provides written confirmation to the holder that the beneficiaryis not excluded from voting, and is not an Associate of a person excluded fromvoting, on the Resolution; and
	in that way.		the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote
Resolution 6 – Approval of 7.1 A Mandate			The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who isexpected to participate in,or who willobtain a material benefit as a resultof, the proposed issue (except a benefitsolely by reason of being a holder of ordinary securities, if the Resolution is passed or any associates of thosepersons. However, this does not apply to a vote cast in favour of the Resolution by:
	(a)		a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordancewith the directions given to the proxy or attorney to vote on the Resolution in that way; or
	(b)		the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordancewith 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 abeneficiary provided the following conditions are met:
		(i)	the beneficiary provides written confirmation to the holder that the beneficiaryis not excluded from voting, and is not an associate of a person excluded fromvoting, on the Resolution; and
		(ii)	the holder votes on the Resolution in accordance with directions given by thebeneficiary to the holder to vote in that way.

EXPLANATORY STATEMENT

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

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.

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

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

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

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

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

1.2 Voting consequences

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

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

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

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

1.3 Previous voting results

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

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MAURICE FEILICH

2.1 General

Pursuant to clause 14.2 of the Company's Constitution, at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, shall retire from office provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election. A retiring Director is eligible for reelection. An election of Directors shall take place each year.

In determining the number of Directors to retire, no account is to be taken of:

• (a) a Director appointed as an additional Director and who only holds office until the next annual general meeting pursuant to clause 14.4 of the Company's Constitution; and/ or
• (b) a Managing Director,

each of whom are exempt from retirement by rotation.

Maurice Feilich retires by rotation in accordance with Listing Rule 14.4 and clause 14.2 of the Company's Constitution, and, being eligible, offers himself for re-election.

2.2 Qualifications and other material directorships

Mr Feilich holds a Bachelor of Commerce degree with a major in Marketing and Business. He has been involved in investment markets for 30 years, commencing his career as an institutional derivative broker at Mcintosh Securities (later Merrill Lynch) in 1998. He joined Tricom Equities in 2000 as Head of Equities, and in 2010 became a founding partner of Sanlam Private Wealth. Mr Feilich has a track record of success in the small resources sector and he has provided capital markets and funding support to a number of resource companies via primary and secondary raisings.

Mr Feilich is also Executive Chairman of QX Resources Ltd (ASX: QXR), where he has been heavily involved in project origination through his extensive networks.

Independence

If elected, the Board considers Mr Feilich to be an independent Director.

2.3 Board recommendation

The Board considers that Mr Feilich's skills and experience will enhance the Board's ability to perform its role. Accordingly, the Board (other than Mr Feilich) supports the election of Mr Feilich and recommends that Shareholders vote in favour of Resolution 2.

3. RESOLUTIONS 3 & 4 – RATIFICATION OF ISSUE OF SECURITIES UNDER THE PLACEMENT

3.1 Introduction

On 1 May 2023, the Company announced it has received binding commitments to raise $1.32 million (before costs) through a placement of 11,000,000 new Shares at an issue price of $0.12 per Share to a mixture of new and existing professional and sophisticated investors (Placement). The Placement Shares were issued on 3 October 2022 without Shareholder approval using the Company's ASX Listing Rule 7.1 and 7.1A capacity; 4,000,000 Shares issued pursuant to Listing Rule 7.1 and 7,000,000 Shares issued pursuant to Listing Rule 7.1A.

In consideration for the Placement, the Company will pay the supporting broker to the Placement a cash fee of 6% of the amount raised.

Resolutions 3 and 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares, as set out below

3.2 ASX Listing Rules

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

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of Equity Securities which represents 10% of the fully paid ordinary securities on issue at the commencement of that 12 month period as calculated in accordance with the formula in ASX Listing Rule 7.1A.

Where an eligible entity obtains shareholder approval of its placement capacity under ASX Listing Rule 7.1A, then any ordinary securities issued under that additional placement capacity:

• (a) will not be counted in variable "A" in the formula in ASX Listing Rule 7.1A; and
• (b) are counted in variable "E",

until their issues have been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issues.

Listing Rule 7.4 allows shareholders to ratify an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rules 7.1 and 7.1A, and so does not reduce the company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 and (assuming the conditions of that rule are satisfied) Listing Rule 7.1A.

By ratifying the Placement, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 and the 10% annual placement capacity as set out in ASX Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

3.3 Resolutions 3 and 4 - Technical information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to Resolutions 3 and 4:

• (a) the Shares were issued to certain professional and sophisticated investors introduced by the Company's management, none of whom are material investors or related parties.

• (b) 11,000,000 Shares were issued on the following basis:

  • (i) 4,000,000 shares issued pursuant to ASX Listing Rule 7.1; and
  • (ii) 7,000,000 shares issued pursuant to ASX Listing Rule 7.1A:

• (c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;

• (d) the Shares were issued on 8 May 2023

• (e) the issue price of the Shares issued pursuant to the Placement was $0.12 per Share;

• (f) the Company intends to use funds raised pursuant to the Placement as follows:

  • (i) airborne and ground-based geophysical surveys at the Wali and Ernst Lake projects, Quebec;
  • (ii) ongoing exploration, including metallurgical test work, at the Mitre Hill REE project;
  • (iii) exploration at Black Range;
  • (iv) new project evaluation; and
  • (v) general working capital purposes.

• (g) Other than those set out in this section, there are no other material terms in relation to the issue.

• (h) A voting exclusion statement is included in the Notice.

If Resolutions 3 and 4 are passed, the Issue will be excluded in calculating Resource Base's 15% and 10% limits in Listing Rule 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12-month period following the Issue Date. If Resolutions 3 and/or 4 are not passed, the Issue will be included in calculating Resource Base's 15% and 10% limits in Listing Rule 7.1 and 7.1A (as the case may be), effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

The Directors unanimously recommend Shareholders vote in favour of Resolutions 3 and 4.

4. RESOLUTION 5 – APPOINTMENT OF MOORE AUSTRALIA AUDIT (WA) AS AUDITOR

4.1 General

As announced on the ASX on 17 January 2023, Moore Australia Audit (WA) (Moore) was appointed auditor of the Company following the resignation of BDO Audit (WA) Pty Ltd (BDO). ASIC consented to the resignation in accordance with section 329(5) of the Corporations Act.

As a result of the timing of the change, Moore's filled a casual vacancy in accordance with section 327C(1) of the Corporations Act. Under section 327C(2) of the Corporations Act, an auditor who has been appointed under section 327C(1) only holds office until the Company's next annual general meeting. The Company is required to appoint an auditor to fill any vacancy at each annual general meeting (after its first annual general meeting) pursuant to section 327B(1)(b) of the Corporations Act.

Pursuant to section 328B(1) of the Act, the Company received a valid notice of nomination from a Shareholder for Moore Australia Audit (WA) to be appointed as the Company's auditor. A copy of the nomination is attached as Annexure A to this Notice.

Moore has provided the Company with its written consent to act as auditor of the Company in accordance with s328A(1) of the Act, subject to Shareholder approval being obtained at this Meeting.

If Resolution 5 is passed, the appointment of Moore's as the Company's auditor will take effect from the close of this meeting.

4.2 Board recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

5. RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

5.1 General

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

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

An 'eligible entity' means an entity that is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $11.57 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 20 September 2023.

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Shareholders approve Resolution 6, the Company will be able to issue Equity Securities up to the combined 25% limited in Listing Rule 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders entitled to vote on the Resolution must be in favour of Resolution 6 for it to be passed.

5.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 6:

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

Equity Securities under the 7.1A Mandate may be issued until the earlier of:

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

Pursuant to Listing Rule 7.1A, Equity Securities must be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
• (ii) if the Equity Securities are not issued within 10 trading days of the date above, the date on which the Equity Securities are issued.

Equity Securities that may be issued under Listing Rule 7.1A will only be in an existing quoted class of securities and be issued for cash consideration only.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the exploration and development of the Company's existing assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), to repay debt or to fund working capital.

(d) Risk of Economic and Voting Dilution

The issue of Equity Securities under the 7.1A Mandate will result in dilution of the interests of existing Shareholders who do not receive any Shares under the issue. There is also the risk that:

• (i) the market price for Equity Securities in that class may be significantly lower on the issue date than on the date of this Meeting; and
• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2 on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 20 September 2023.

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

	Dilution
Number of Shareson Issue	Price		$0.088	$0.175	$0.350
	IssueShare)	(per	50%decrease inIssue Price	Current IssuePrice	100% increasein Issue Price
82,684,485	10%	voting	8,268,448	8,268,448	8,268,448
(Current)	dilution		Shares	Shares	Shares
	Funds raised		$723,489	$1,446,978	$2,893,957
124,026,728	10%	voting	12,402,672	12,402,672	12,402,672
(50% increase)	dilution		Shares	Shares	Shares
	Funds raised		$1,085,234	$2,170,468	$4,340,935

165,368,970	10%	voting	16,536,897	16,536,897	16,536,897
(100% increase)	dilution		Shares	Shares	Shares
	Funds raised		$1,446,978	$2,893,957	$5,787,914

*The number of Shares on issue (Variable A in the formula) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future placements under Listing Rule 7.1 that are issued with Shareholder approval.

The above table is based on the following assumptions:

• 1. The number of Shares on issue (Variable A) is calculated as 82,684,485 being all the Shares on issue as at the date of this Notice.
• 1. The issue price of $0.175 was the closing price of Shares on ASX on 20 September 2023.
• 1. The Company issues the maximum number of Equity Securities available under the 7.1A Mandate.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• 1. The issue of Equity Securities under the 7.1A Mandate includes only Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
• 1. The table shows only the issue of Equity Securities under the 7.1A Mandate and not under Listing Rule 7.1.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder's holding at the date of the Meeting. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

(e) Allocation policy under the 7.1A Mandate

The Company's allocation policy for issues under the 7.1A Mandate is dependent on prevailing market conditions at the time of any proposed issue. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

• (i) the purpose of the issue;
• (ii) the methods of raising funds that are available to the Company at that time, including but not limited to, rights issues or other issues in which existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the circumstances of the Company, including, but not limited to, the financial situation and solvency of the Company;
• (v) prevailing market conditions; and
• (vi) advice from the Company's corporate, financial and broking advisors (if applicable).

The Company has no current plans to undertake a new capital raising using its 7.1A Mandate. As such, the allottees under the 7.1A Mandate have not yet been determined. In the event that such an exercise was to be undertaken, allottees may include existing substantial Shareholders and/or new Shareholders who are not related parties, or associates of a related party, of the Company.

(f) Previous approval under Listing Rule 7.1A

The Company previously received Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 30 November 2022. A total of 7,000,000 Equity Securities were issued under Listing Rule 7.1A.2 in the 12 month period preceding the date of the Meeting; which represent 12.4% of the total number of Equity Securities on issue at the commencement of that 12 month period preceding the date of the Meeting. Details of the issue of Equity Securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting is set out below. There is no circumstance that the Company has agreed before the 12 month period to issue Equity securities under Listing Rule 7.1A.2 but as at the date of the Meeting not yet issued those Equity Securities.

Date of issue:	8 May 2023
Date of Appendix 2A	8 May 2023
Class/Type of equity security:		7,000,000 fully paid ordinary shares
Names of persons who receivedsecurities or basis on which thosepersons was determined:	Professional and sophisticated investors as part of aplacement announced on 1 May 2023, which wasundertaken by the Company via a bookbuild processseeking expressions of interest to participate in theplacement from non-related parties of the Company.
Price:	$0.12 per Share
Discount to market price (if any):	16% discount to the 15 days VWAP of the CompanyShares of $0.143 per Share immediately before the issue
Cash received	$840,000
Use of proceed	The net proceeds of the Placement are proposed to beutilized as follows:
	(a)	airborneandground-basedgeophysicalsurveys at the Wali and Ernst Lake projects,Quebec;
	(b)ongoing exploration, including metallurgicaltest work, at the Mitre Hill REE project;
	(c)exploration at Black Range;
	(d)	new project evaluation; and
	(e)general working capital purposes.

5.3 Board recommendation

The Board believes this Resolution is in the best interests of the company and unanimously recommend that Shareholders vote in favour of this Resolution.

5.4 Voting exclusion statement

A voting exclusion statement has been included in this Notice. However, as at the date of this Notice, the Company has not approached any persons to participate in the issue of equity securities under the 7.1A Mandate. No existing Shareholders' votes will therefore be excluded under the voting exclusion in the Notice.

GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

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

Company means Resource Base Limited (ACN 113 385 425).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Listing Rules means the Listing Rules of ASX.

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

Plan means the Resource Base Employee Share Plan.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2023.

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

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

SCHEDULE 1 - NOMINATION OF AUDITOR

19 September 2023

The Board of Directors Resource Base Limited Level 8, 99 St Georges Terrace Perth WA 6000

Dear Directors

Nomination of Auditor

In accordance with the section 328B(1) of the Corporations Act 2001(Cth) (Act), Bluebird Capital Pty Ltd, being a shareholder of Resource Base Limited, hereby nominates Moore Australia Audit (WA) for appointment as auditor of the Company.

Please distribute copies of this notice of this nomination as required by section 328B(3) of the Act.

Yours faithfully

Director Bluebird Capital Pty Ltd

ABN 57 113 385 425

Need assistance?

Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online: www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Tuesday, 21 November 2023.

Proxy Form

How to Vote on Items of Business Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

Online:

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 183089

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Resource Base Limited hereby appoint

the Chairman	PLEASE NOTE: Leave this box blank if
OR	you have selected the Chairman of the
of the Meeting	Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Resource Base Limited to be held at Level 8, 99 St Georges Terrace, Perth, WA 6000 on Thursday, 23 November 2023 at 10:00am (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.

Step 2	Items of Business	PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
			For	Against	Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Maurice Feilich
Resolution 3		Ratification of prior issue of Placement Shares Under Listing Rule 7.1
Resolution 4		Ratification of prior issue of Placement Shares Under Listing Rule 7.1A
Resolution 5	Appointment of Moore Australia Audit (WA) as Auditor
Resolution 6	Approval of 7.1A Mandate

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Securityholder 2		Securityholder 3		//
Sole Director & Sole Company SecretaryDirector				Date
Update your communication details(Optional)	Email Address
	090A
	303	Signature of Securityholder(s)	This section must be completed.	Director/Company SecretaryBy providing your email address, you consent to receive future Noticeof Meeting & Proxy communications electronically