SIREN GOLD LIMITED — Proxy Solicitation & Information Statement 2024

Sep 12, 2024

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ASX ANNOUNCEMENT

13 September 2024

Dispatch of General Meeting Documents

Siren Gold Limited ( ASX: SNG ) ( Siren or the Company ) provides the following documents regarding a General Meeting of Shareholders.

• Letter to Shareholders

• Notice of General Meeting

• Sample proxy form

This announcement has been authorised by the Board of Siren Gold Limited.

For further information please contact:

Sebastian Andre Company Secretary admin@sirengold.com.au +61 8 6458 4200

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www.sirengold.com.au

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13 September 2024

Dear Shareholder

GENERAL MEETING OF SHAREHOLDERS AND ELECTRONIC COMMUNICATIONS

Siren Gold Limited (the Company ) ( ASX:SNG ) is convening a general meeting of shareholders ( Meeting ) on Thursday, 17 October 2024, at 3:00pm (WST). If you would like to attend the Meeting, it will be held at Level 2, 41 Ord Street, West Perth, WA 6005. If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform as well as the Company’s website at https://sirengold.com.au.

Notice of meeting

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the notice of meeting ( Notice ) to shareholders unless a shareholder has requested a hard copy of the Notice or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The Notice can be viewed and downloaded from the Company’s website at https://sirengold.com.au/site/investor-centre/ASX-Announcements or ASX at www2.asx.com.au.

Voting

Shareholders are encouraged to participate in voting on the resolutions to be considered at the Meeting. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://investor.automic.com.au/#/loginsah, or in person by attending the Meeting.

Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 3:00pm (WST) on Tuesday, 15 October 2024. Instructions received after that time will not be valid for the Meeting.

The Company encourages all shareholders to vote prior to the Meeting by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the Meeting will be conducted on a poll.

Electronic communications

The Company encourages all shareholders to communicate with the Company by email at admin@sirengold.com.au and with the Company’s share registry at hello@automic.com.au. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.

Please register to receive electronic communications and update your shareholder details online at https://investor.automic.com.au/#/signup.

Sebastian Andre Company Secretary

www.sirengold.com.au

SIREN GOLD LIMITED ACN 619 211 826

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 3:00pm WST DATE : Thursday, 17 October 2024 PLACE : Level 2, 41 Ord Street WEST PERTH WA 6005

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 4:00pm on Tuesday, 15 October 2024.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – DISPOSAL OF MAIN UNDERTAKING

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

“ That, under and for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the sale of 100% of the Company’s fully paid ordinary shares in Reefton Resources Pty Ltd to Rua Gold Inc., on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 13 September 2024

By order of the Board

Sebastian Andre Company Secretary

Voting Exclusion Statement :

Resolution 1 – Disposal of Main Undertaking

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who will obtain a material benefit as a result of the Transaction (except a benefit solely by reason of being a Shareholder) (each, anExcluded Party). However, this does not apply to 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the meeting as a 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 an Excluded Party 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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Voting by proxy

To vote by proxy, please complete the Proxy Form 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 two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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:

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

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

Voting in person

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6555 2950.

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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 which are the subject of the business of the Meeting.

ASX takes no responsibility for the contents of this Notice.

1. BACKGROUND TO DISPOSAL OF THE MAIN UNDERTAKING

1.1 Transaction overview

As announced on 15 July, the Company has entered into a binding share purchase agreement with Reefton Acquisition Corp. ( Definitive Agreement ), a wholly owned subsidiary of TSX-V listed, Rua Gold Inc. ( Rua ), for the sale of 100% of the capital of Reefton Resources Pty Ltd. ( Reefton Resources ), a wholly owned subsidiary of the Company ( Transaction ). Reefton Resources owns a 100% interest in the tenements comprising the Reefton gold project located in the South Island of New Zealand ( Reefton Project ).

Rua (TSX-V: RUA, OTC: NZAUF, WKN: H8E) is a new entrant to the mining industry, specialising in gold exploration and discovery in New Zealand, with two highly prospective land packages that have a rich history dating back to the gold rush in the late 1800’s. For further information with respect to Rua, please refer to the Company’s announcement and accompanying presentation released to the ASX on 15 July 2024.

In consideration for the Transaction, the Company will receive the following:

• (a) a cash payment of $2.0 million (subject to a working capital adjustment), of which $1.0 million was received from Rua upon entering into the Definitive Agreement in the form of a forgivable loan evidenced by a secured promissory note issued by the Company ( Loan ), and the additional $1.0 million will be payable at the completion of the Transaction ( Closing Date ). The Loan is subject to interest at 9.75% per annum (commencing on the date of termination of Definitive Agreement, if applicable) and shall be due and payable on the later of: (i) 30 days following the termination of the Definitive Agreement without consummation, and (ii) 12 months following the execution date of the Definitive Agreement. The Loan is secured through a lien and security interest in the Reefton Project. Notwithstanding the foregoing, the Loan shall be forgiven upon the successful completion of the Transaction; and

• (b) an issuance of 83,927,383 fully paid ordinary shares in the capital of Rua ( RUA Shares ) on completion of the Transaction, having an aggregate value of $18.0 million ( Consideration Shares ), at a deemed price of C$0.1983 per Rua Share, which is based on the volume weighted average price of Canadian trading of RUA Shares over the 30 trading days prior to the date of the Definitive Agreement.

The balance of the material terms and conditions of the Definitive Agreement are set out in Schedule 1 to this Notice.

ASX have advised the Company that the divestment of the Reefton Project via the sale of 100% of the issued share capital of Reefton Resources constitutes a disposal of the Company’s main undertaking for the purposes of Listing Rule 11.2 ( Transaction ).

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Resolution 1 seeks Shareholder approval for the Transaction in accordance with Listing Rule 11.2 and, more generally, to provide Shareholders with an opportunity to vote in favour or against the Transaction.

Shareholders should refer to Section 2.2 for a summary of Listing Rule 11.2 and the implications for the Company if Shareholder approval for the Transaction is not obtained.

1.2 General background to the Company and rationale for Transaction

The Company is an Australian public company, which was incorporated 19 May 2017 and listed on the ASX on 5 October 2020. Reefton Resources is a 100% wholly owned subsidiary of the Company and is the legal and beneficial owner of the tenements comprising the Reefton Project. Further details of the Company’s recent activities involving the Reefton Project and other business operations are available on the Company’s ASX platform (ASX:SNG).

The Company’s vision for the Reefton region has been to create a significant high grade gold producer with a central processing facility fed by numerous underground mines across the historical field. The Transaction is a significant step in realising this vision and represents a positive outcome for the Company’s Shareholders.

The Transaction, expected to be completed in November 2024, provides the Company with an immediate cash injection of $2 million, together with ~$18 million in RUA Shares. Following completion of the Transaction, the Company would own approximately 26% of the issued share capital of RUA.

The Transaction eliminates the need for a potentially dilutive near-term equity raising to continue exploration at the Reefton Project, while enabling Shareholders to retain continued exposure to the upside of the expansion and future development of the Reefton Project.

Combining properties and exploration activities in the Reefton Goldfield provides a number of strategic benefits, including:

• (a) consolidation of the tenement package, creating the dominant Reefton Goldfield explorer;

• (b) significant project synergies for mine development and a central processing hub;

• (c) larger exploration programs with more consistent news flow;

• (d) combines mine permitting and expedites eventual project construction;

• (e) RUA best positioned to further consolidate the Reefton Goldfield while Siren retains upside in exploration and development of a consolidated Reefton; and

• (f) Siren will be able to focus on exploration and development at its Sams Creek Project. By disposing of the Reefton Project, the Company will generate cash flow for distribution towards fast tracking resource growth at the Sams Creek Project.

Following completion of the Transaction, Siren’s principal project will be its interest in the Sams Creek Project, which was acquired by the Company on 26 October 2022. The Sams Creek Project is located 140kms northeast of the Reefton Project

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and comprises two exploration tenements: EP 54454, which covers 1,052.3ha and is 100% held by Sams Creek Gold Limited ( SCGL ), a wholly owned subsidiary of the Company, and EP 40338, which covers 3,046.5ha and is 81.9% held by SCGL under a joint-venture agreement with New Zealand’s largest gold miner, OceanaGold (TSX:OGC), which owns the remaining 18.1% interest. The Sams Creek mineral resource estimate was completed in November 2022, and currently stands at 824koz @ 2.80g/t Au estimated at a 1.5g/t cut-off (see ASX Announcement dated 17 November 2022 and ASX Announcement dated 30 January 2023).

Siren believes there is significant potential at Sams Creek for a multi-million-ounce project and a large underground mining operation.

For further information with respect the Transaction, please refer to the Company’s announcement and accompanying presentation released to the ASX on 15 July 2024.

1.3

Reefton Project

The Reefton Project is located within the Reefton Goldfield on the South Island of New Zealand. The Reefton Goldfield has been explored and mined for both hard rock and alluvial gold since the first discovery of gold in 1870 and most recently at the Globe-Progress Mine held by OceanaGold Limited. Total recorded historical quartz lode production in the Reefton Goldfield to 1954 was approximately 2 million ounces of gold. The project comprises an 821km[2 ] tenement package across the Reefton Goldfield and has a Mineral Resource of 444koz @ 3.8g/t Au with 8.7kt @1.5% Sb (refer to ASX announcement of 21 August 2023).

For further information with respect to the Reefton Project, please refer to the Company’s ASX platform (ASX:SNG), specifically the ASX Announcements dated 25 July 2024, 15 July 2024 together with the Company’s quarterly, half year and annual reports. The Company confirms that it is not aware of any new information or data that materially affects the information included in its previous announcements with respect to the Reefton Project.

1.4 Financial effect, advantages and disadvantages of the Transaction

1.4.1

Financial effect and use of proceeds

The financial impact of the Transaction on the Company is set out in the pro forma balance sheet contained in Schedule 2.

The proceeds from the Transaction (net of costs) will be applied to exploration at the Sams Creek Project, corporate/administrative costs, creditors and general working capital.

1.4.2 Advantages

The Directors believe that the Transaction is in the best interests of Shareholders and the Company collectively and the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Transaction:

• (a) combining properties and exploration activities in the Reefton Goldfield provides a number of strategic benefits, as outlined in section 1.2 above;

• (b) significant capital expenditure will be required to undertake commercial scale production of on the Reefton Project. The Transaction eliminates the need for a potentially dilutive near-term equity raising to continue

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exploration at the Reefton Project, while enabling Shareholders to retain continued exposure to the upside of the expansion and future development of the Reefton Project;

• (c) by disposing of the Reefton Project, the Company will generate cash flow for distribution towards fast tracking resource growth at the Sam’s Creek Project the Company will be able to focus on its strategies to find better opportunities for growth for Shareholders; and

• (d) following completion of the Transaction, the nature of the Company’s activities will remain unchanged (i.e. a gold and antimony exploration company with its primary assets in New Zealand).

1.4.3 Disadvantages

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Transaction:

• (a) the Company will be disposing of its main undertaking in the Reefton Project, which may not be consistent with the investment objectives of all Shareholders;

• (b) the size of the Company’s tangible asset base and operating activities will be reduced significantly as a result of the Transaction;

• (c) potential operating revenue attributable to the Reefton Project will not be able to be realised by the Company if the Transaction occurs (notwithstanding that significant capital expenditure would be required to undertake commercial scale production); and

• (d) the Company will not be able to realise any other potential competing bid for the Reefton Project in the event such an offer was to arise following completion of the Transaction.

1.5 The Company's intentions post-settlement

1.5.1 Direction and business model

Following completion of the Transaction, the Company confirms that it intends to:

• (a) focus on the exploration of the Sams Creek Project. The planned works over the next 6 months include:

• (i) extending the iconic leach soil survey beyond the main and anvil zone circular structures;

• (ii) completing a scoping study for a mining permit application at Sams Creek;

• (iii) testing the Sams Creek core for Rare Earth Elements; and

• (iv) testing the dyke D3 & D4 targets with diamond drilling, (refer to the Company’s quarterly activities report dated 30 July 2024 for further details); and

• (b) to investigate and pursue further opportunities that may enhance shareholder value.

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If the Company is to pursue an opportunity which is deemed to be a significant change in nature and/or scale of the activities of the Company, the Company may then be required to:

• (a) obtain shareholder consent for the transaction in accordance with ASX Listing Rule 11.1.2; and/or

• (b) re-comply with ASX's initial public offering admission criteria outlined in Chapters 1 and 2 of the ASX Listing Rules.

1.5.2 Compliance with Listing Rule 12.1

The Company notes that under Listing Rule 12.1, and as detailed under section 4.7 of ASX Guidance Note 12, an entity’s operations must, in ASX’s opinion, be sufficient to warrant the continued quotation of the entity’s securities and its continued listing. As the Transaction is a disposal of the Company’s main undertaking, the Company must be able to satisfy ASX on an ongoing basis that the level of its operations is sufficient, and its financial condition adequate, to warrant its continued listing and the continued quotation of its securities.

If the Company is unable to do so, or an agreement is made for the sale of the Sams Creek Project, essentially leaving cash as the Company’s only asset, the Company shall have a period of up to six months to identify and make an announcement to acquire a new business.

If the Company is not able to make an announcement of its intention to acquire a new business, within that six-month period, ASX will generally suspend the quotation of its securities at the end of that six-month period. ASX has indicated to the Company that, on the basis of the Company’s proposed activities at the Sams Creek Project, ASX does not currently intend to exercise its discretion to suspend the Company at the end of the six-month period referred to above.

1.5.3

Group structure

Upon completion of the Transaction, the corporate structure of the Company will change to the extent that the Company will no longer own Reefton Resources and the group structure will be as follows:

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SIREN GOLD LIMITED
100%
SAMS CREEK
GOLD LTD
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1.5.4 Proposed changes to the Company’s board and management

There will be no changes to the Company’s Board nor to senior management personnel of the Company as a result of the Transaction.

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1.6 Indicative timetable

Subject to the ASX Listing Rules and Corporations Act requirements, the Company anticipates completion of the Transaction will be in accordance with the following timetable:

Event	Date*
Execution of Definitive Agreement	14 July 2024
Notice of Meeting for the Transaction sent to Shareholders	16 September 2024
Shareholder Meeting to approve the Transaction	17 October 2024
Satisfaction/waiver of all conditions in Definitive Agreement	18 October 2024
Settlement of Transaction	23 October 2024

*Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.

2. RESOLUTION 1 – DISPOSAL OF MAIN UNDERTAKING

2.1 General

This Notice of Meeting has been prepared to seek Shareholder approval for the matters required to complete the Transaction for the purposes of ASX Listing Rule 11.2. The ASX takes no responsibility for the contents of the Notice.

2.2

ASX Listing Rule 11.2

Subject to Resolution 1 passing, the Company is proposing to proceed with the Transaction.

ASX Listing Rule 11.2 requires a listed company to obtain the approval of its shareholders to a disposal of its main undertaking. The Transaction is a disposal of the Company’s main undertaking for these purposes.

Resolution 1 seeks the required Shareholder approval to the Transaction on the terms of the Definitive Agreement under, and for the purposes of, ASX Listing Rule 11.2.

If Resolution 1 is passed, the Company will be able to proceed with the Transaction, with the consequential effects on the Company outlined in Section 1.4.

If Resolution 1 is not passed, the Company will not be able to proceed with the Transaction.

All items required to be disclosed to Shareholders to obtain approval under ASX Listing Rule 11.2 are set out in this Notice. The Directors are not aware of any other commercial information that is material to the question of whether Shareholders should approve the Resolution.

Rua is not a related party of the Company, and Shareholder approval for the Transaction is not required for the purposes of ASX Listing Rule 10.1.

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2.3 Directors’ interests and recommendations

The Directors have a relevant interest in the securities of the Company as set out in the following table:

Director	Shares	Options	Performance Rights	Undiluted (%)	Fully diluted (%)
Brian Rodan	22,664,385	5,916,666	Nil	11.27	14.21
Paul Angus	291,429	3,600,000	Nil	0.14	1.89
Keith Murray	884,762	2,983,333	Nil	0.44	1.87
Victor Rajasooriar	833,333	11,666,666	13,000,000	0.41	12.68

Based on the current circumstances of the Company, each of the Directors (other than Mr Rajasooriar) intends to vote all of their Shares in favour of Resolution 1.

Based on the information available, the Directors (other than Mr Rajasooriar) consider that the proposed Transaction is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 1 in the absence of a superior proposal.

Other than Mr Rajasooriar, none of the Directors have a material interest in the outcome of Resolution 1, other than as a result of their interest, if any, arising solely in their capacity as Shareholders.

With respect to Mr Rajasooriar, the Company notes that:

• (a) the Options and Performance Rights held by Mr Rajasooriar include a provision whereby they automatically vest on the occurrence of a ‘change of control’ of the Company, which includes circumstances where the Company sells, transfers or otherwise disposes of all or substantially all of its assets;

• (b) the Board (in the absence of Mr Rajasooriar) has resolved that the change of control provision is not triggered by the proposed Transaction; and

• (c) Mr Rajasooriar has notified the Board that he considers that the change of control provision is triggered by the proposed Transaction.

As a result of Mr Rajasooriar’s position set out above, he does not intend to vote on Resolution 1 and has elected not to give a recommendation as to how Shareholders should vote on Resolution 1.

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GLOSSARY

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.

Company means Siren Gold Limited (ACN 619 211 826).

Corporations Act means the Corporations Act 2001 (Cth).

Definitive Agreement has the meaning given in Section 1.1.

Directors means the current directors of the Company.

Transaction has the meaning given in Section 1.1.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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.

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

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.

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SCHEDULE 1 – MATERIAL TERMS OF THE DEFINITIVE AGREEMENT

The material terms of the Definitive Agreement are as follows:

• (a) Transaction : Rua has agreed to acquire (free from encumbrances) 100% of the issued share capital of Reefton Resources, which is currently 100% owned by the Company.

• (b) Consideration : In consideration for the Transaction, Rua has agreed to pay to the Company the consideration set out in section 1.1 of this Notice.

• (c) Conditions to the Definitive Agreement : the key conditions precedent to the Transaction include:

• (i) the parties obtaining all required corporate, shareholder and regulatory approvals for the Transaction, including Shareholders approving the Transaction for the purposes of ASX Listing Rule 11.2;

• (ii) the parties obtaining all required material third party, regulatory and ministerial consents;

• (iii) the undertaking and completion of due diligence processes by Rua; and

• (iv) other conditions customary for a public transaction of this nature.

• (d) Shareholder Rights Agreements: In connection with the closing of the Transaction, the Company and Rua have also entered into a shareholder rights agreement ( Shareholder Rights Agreements ) pertaining to the Company’s interest in the RUA Shares post-completion. The material terms of the Shareholder Rights Agreement are as follows:

• (i) the Company shall have the right to nominate one member to the board of directors of Rua, so long as the Company maintains an equity interest in RUA Shares of at least 10.0%;

• (ii) The RUA Shares shall be subject to the following trading restrictions:

  • (A) 22.2% will be restricted from trading for a period of six months from settlement;

  • (B) 22.2% will be restricted from trading for a period of 12 months from settlement;

  • (C) 22.2% will be restricted from trading for a period of 15 months from settlement;

  • (D) 22.2% will be restricted from trading for a period of 18 months from settlement; and

  • (E) the remaining RUA Shares will be restricted from trading for a period of 24 months from settlement.

• (iii) The trading restrictions above shall be lifted if at any time after six months following settlement, Rua’s market capitalisation is five times greater (or more) than its market capitalisation measured as at close of trading on 12 July 2024 (being the last business day prior to the signing of the Definitive Agreement).

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• (iv) For so long as the Company owns or controls 10% or more of the issued capital of Rua, Siren shall agree to vote, or cause to be voted, all RUA Shares in the same manner as the board of directors of Rua direct at any general or special meeting of shareholders of Rua.

• (v) The Company may, following expiry of trading restriction periods set out above (or earlier with Rua’s consent), resolve to distribute all or part of the RUA Shares pro rata to its Shareholders. Any such distribution would remain subject to further taxation and legal advice to ensure the best possible outcome for its Shareholders.

The Definitive Agreement otherwise includes customary representations, warranties, covenants and conditions contained in agreements for transactions of this nature.

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SCHEDULE 2 – PRO FORMA BALANCE SHEET

Siren Gold Limited

Consolidated Statement of Financial Position

Current assets Cash and cash equivalents Trade and other receivables Financial assets Current tax assets Other current assets Assets of disposal group classified as held for sale Total current assets Non-current assets Plant and equipment Exploration and evaluation Other non-current assets Investment in Rua Gold Total non-current assets Total assets Current liabilities Trade and other payables Provisions Borrowings Liabilities directly associated with assets classified as held for sale Total current liabilities Non-current liabilities Borrowings Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Gain on Disposal of assets held for sale Total equity	Audited Consolidated Balance Sheet Change Reefton Disposal Unaudited Consolidated Balance Sheet after Disposal 30 Jun 2024 30 Jun 2024 30 Jun 2024 1,229,447 2,000,000 3,229,447 83,351 0 83,351 (0) (0) 0 0 0 0 55,793 0 55,793 17,836,645 (13,840,645) 3,996,000
	19,205,236 (11,840,645) 7,364,592
	97,756 0 97,756 967,656 0 967,656 0 0 0 0 14,004,000 14,004,000
	1,065,412 14,004,000 15,069,412
	20,270,648 2,163,355 22,434,004
	(335,724) 0 (335,724) (38,634) 0 (38,634) (15,596) 0 (15,596) (148,091) 148,091 0
	(538,045) 148,091 (389,954)
	(4,145) 0 (4,145)
	(4,145) 0 (4,145)
	(542,190) 148,091 (394,099)
	19,728,458 2,311,446 22,039,905
	27,442,497 0 27,442,497 661,662 644,931 1,306,594 (8,375,701) 1,073,715 (7,301,986) 592,800 592,800
	(8,375,701) 1,666,515 (6,709,186)
	19,728,458 2,311,446 22,039,905

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Notes

Assets held for sale – Reefton Resources

Assets of disposal group classified as held for sale and liabilities directly associated with assets classified as held for sale are the assets and associated liabilities of Reefton Resources at 30 June 2024

Assets of disposal group classified as held for sale

Assets of disposal group classified as held for sale
Cash and cash equivalents Trade and other receivables Other current assets Plant and equipment Exploration and evaluation Other non-current assets	115,936 8,828 178,557 64,572 17,468,672 80
	17,836,645

Liabilities directly associated with assets classified as held for sale

Trade and other payables

(148,091)

Exploration and evaluation expenditure

At 30 June 2024, prior to disposal of Reefton Resources exploration and evaluation expenditure is classified as a current asset in Assets of disposal group classified as held for sale and as a non-current asset in exploration and evaluation expenditure.

Exploration and evaluation

Opening Capitalised Exploration during the period Movement in FX Closing Included in asset held for sale Non-current asset	17,783,558 915,051 (262,282)
	18,436,327
	17,468,672 967,656
	18,436,328

Gain on disposal of Reefton Resources

At 30 June 2024 and ignoring transaction costs, a gain of $592,800 would be recognised on the sale of Reefton Resources. This excludes any expenditures by Reefton Resources funded by Siren Gold subsequent to this date.

Gain on disposal of asset (excluding transaction costs)

Proceeds from sale of asset less: Siren Gold receivable from Reefton Resources Gain on disposal	20,000,000 (19,407,200)
	592,800

Assets held for sale – after disposal of Reefton Resources

22.2 percent of the shares held in Rua Gold Inc. are classified as held for sale on settlement of transaction.

Opening balance Disposal of Reefton Resources Shares in Rua Gold Closing balance	17,836,645 (17,836,645) 3,996,000
	3,996,000

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Siren Gold Limited | ABN 59 619 211 826

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

for Securityholder registration.

Your proxy voting instruction must be received by 03.00pm (AWST) on Tuesday, 15 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

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

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

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Siren Gold Limited, to be held at 03.00pm (AWST) on Thursday, 17 October 2024 at Level 2 41 Ord Street WEST PERTH WA 6005 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 DISPOSAL OF MAIN UNDERTAKING

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).