STAVELY MINERALS LIMITED - AGM Information 2021

==> picture [221 x 115] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF STAVELY MINERALS LIMITED

TO BE HELD AT FIRST FLOOR, 168 STIRLING HIGHWAY NEDLANDS, WESTERN AUSTRALIA

AND HELD VIRTUALLY VIA ZOOM

Invite Link : https://us06web.zoom.us/j/85943013938?pwd=eS9xaFVXSmk2Um1HdWxZbmpNUVJIQT09 Meeting ID: 859 4301 3938 Passcode: 795610

FRIDAY 12 NOVEMBER 2021 COMMENCING AT 10:30 AM (WST)

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. Should you wish to discuss the matters in this Notice of Meeting please Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the do not hesitate to contact the Company Secretary on (+61 8) [6]. Company Secretary on +61 8 9287 7630.*

Stavely Minerals Limited ABN 33 119 826 907 Level 1, 168 Stirling Highway, Nedlands WA 6009 Phone: 08 9287 7630 Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Stavely Minerals Limited will be held at First Floor, 168 Stirling Highway, Nedlands, Western Australia on 12 November 2021 at 10:30 AM (WST)

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	12
Glossary	25
Schedule 1 – Key Terms and Conditions of the Employee Incentive Plan	26
Schedule 2 – Specific Terms and Conditions of Related Party Options	29
Schedule 3 – Valuation of Related Party Options	31
ProxyForm	enclosed
IMPORTANT INFORMATION

Your Vote is Important

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

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative. If attending the meeting via Zoom, please see instructions below to register for email voting.

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below by 10:30 am (WST) on 10 November 2021. Any proxy form received after that time will not be valid for the scheduled meeting.

Online www.investorvote.com.au By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By mobile Scan the QR Code on your proxy form and follow the prompts Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

Voting eligibility

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 (WST) on 10 November 2021.

Voting in Person

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

Voting by Proxy

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

Voting by Those Attending via Zoom

Votes from those attending via Zoom may also be submitted during the Meeting. Shareholders will be able to email their poll votes during the meeting. In order to do so, Shareholders will need to register their email address with the Company by emailing [email protected] by no later than 10:30am (AWST) on 10 November 2021 ( Email Voting Registration Date ). Any Shareholder that has not registered by the Email Voting Registration Date will not be permitted to vote during the Meeting.

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

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member 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.

Your proxy form is enclosed.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this Annual General Meeting. Broadly, the sections mean 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.

Further details are set out below.

Proxy vote if appointment specifies way to vote

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

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 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;
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.

BUSINESS OF THE MEETING AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports – Agenda Item

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the directors, 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 the following resolution with or without amendment, as a nonbinding resolution :

“That, for the purpose 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 2021.”

Note: In accordance with section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(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 not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or
(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 Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

3. Resolution 2 – Election of Mr Robert Dennis as a Director

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

“That, for the purposes of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Robert Dennis, a director who was appointed casually on 24 May 2021, retires, and being eligible, is elected as a non-executive director of the Company.”

4. Resolution 3 – Re-election of Ms Amanda Sparks as a Director

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

“That, for the purposes of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Ms Amanda Sparks, a director, retires, and being eligible, is re-elected as a Director.”

5. Resolution 4 – Adoption of Employee Incentive Plan

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

"That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Incentive Plan and for the issue of Securities under that Plan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

However, the above prohibition does not apply to a vote cast in favour of this 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:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition statement:

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

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(d) the proxy is the Chair; and
(e) 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.

6. Resolution 5 – Issue of Director Options – Mr Christopher Cairns

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

"That, for the purposes of ASX Listing Rule 10.11, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 1,000,000 Options to Mr Christopher Cairns (or his nominee), in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement - Resolution 5

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Christopher Cairns (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the above prohibition does not apply to a vote cast in favour of this 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:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement - Resolution 5

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 5 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party.

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

(a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. Resolution 6 – Issue of Director Options – Ms Jennifer Murphy

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

"That, for the purposes of ASX Listing Rule 10.11, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 850,000 Options to Ms Jennifer Murphy (or her nominee), in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement - Resolution 6

The Company will disregard any votes cast in favour of the resolution by or on behalf of Ms Jennifer Murphy (or her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the above prohibition does not apply to a vote cast in favour of this 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:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement - Resolution 6

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 6 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party.

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

(a) the proxy is either: (i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. Resolution 7 – Issue of Director Options – Mr Peter Ironside

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

"That, for the purposes of ASX Listing Rule 10.11, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 575,000 Options to Mr Peter Ironside (or his nominee), in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement - Resolution 7

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Peter Ironside (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the above prohibition does not apply to a vote cast in favour of this 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:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement - Resolution 7

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 7 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party.

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

(a) the proxy is either: (i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. Resolution 8 – Issue of Director Options – Ms Amanda Sparks

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

"That, for the purposes of ASX Listing Rule 10.11, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 575,000 Options to Ms Amanda Sparks (or her nominee), in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement - Resolution 8

The Company will disregard any votes cast in favour of the resolution by or on behalf of Ms Amanda Sparks (or her nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the above prohibition does not apply to a vote cast in favour of this 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:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement - Resolution 8

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 8 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 8 Excluded Party.

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

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. Resolution 9 – Issue of Director Options – Mr Robert Dennis

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

"That, subject to Resolution 2 being passed, for the purposes of ASX Listing Rule 10.11, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue 550,000 Options to Mr Robert Dennis (or his nominee), in accordance with the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement - Resolution 9

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Robert Dennis (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the above prohibition does not apply to a vote cast in favour of this 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:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement - Resolution 9

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 9 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party.

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

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. Resolution 10 – Approval of 7.1A Mandate

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

“That, for the purposes of ASX Listing Rule 7.1A, and for all other purposes, Shareholders approve the future issue of the 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 ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Statement”.

12. General

To transact any other business as may be brought before the Meeting in accordance with the Constitution of the Company, the Corporations Act, or otherwise.

BY ORDER OF THE BOARD

==> picture [116 x 55] intentionally omitted <==

AMANDA SPARKS DIRECTOR AND COMPANY SECRETARY 22 September 2021

Stavely Minerals Limited ABN 33 119 826 907 Level 1, 168 Stirling Highway, Nedlands WA 6009 Phone: 08 9287 7630 Fax: 08 9389 1750 Email: [email protected]

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

1. Financial Statement and Reports – Agenda Item

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 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 financial report to Shareholders unless specifically requested to do so. The Company’s financial report is available on its website at www.stavely.com.au.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

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

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

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. 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.

The Remuneration Report is set out in the Company’s Annual Report which:

outlines the Board’s policy for determining the nature and amount of remuneration of Directors and other Key Management Personnel of the Company;
discusses the relationship between the Board’s remuneration policy and the Company’s performance;
details and explains any performance condition applicable to the remuneration of a Director or other Key Management Personnel;
details the remuneration (including options) of each Director and other Key Management Personnel of the Company for the period; and
summarises the terms of any contract under which any Director or other Key Management Personnel is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract.

2.2 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 previous 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.

2.3 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 1%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. Resolution 2 – Election of Mr Robert Dennis as a Director

3.1 General

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to clause 14.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Robert Dennis having been appointed by other Directors on 24 May 2021 will retire in accordance with clause 14.4 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from shareholders.

3.2 Qualifications

Mr Robert (Rob) Dennis is a mining engineer with over 45 years’ experience in the nickel, copper, gold and alumina industries. Rob is a skilled leader and has extensive base metals and precious metals operational, technical and project development experience. Past positions include CEO and MD of Poseidon Nickel Limited, COO for the Independence Group (IGO) where he was responsible IGO’s nickel, copper, zinc and gold operations including overseeing the development and commissioning of IGO’s Nova Nickel Project.

Prior to that, he held positions including COO Aditya Birla Minerals Ltd where he managed the expansion and development of the Nifty Copper Project in the North West of Western Australia and the Mt Gordon operation in North Queensland, General Manager Project Development for Lionore Australia, General Manager Operations for Great Central Mines and Chief Mining Engineer for Western Mining Corporation.

Mr Dennis is a member of the Company’s Audit and Risk Committee.

3.3 Independence

Mr Dennis has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

The Board considers Mr Dennis is an independent director.

3.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Dennis. No information of concern was identified.

Mr Dennis has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

3.5 Board Recommendation

The Board, excluding Mr Dennis, has reviewed the performance of Mr Dennis since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role. The Board, excluding Mr Dennis, recommend that shareholders vote in favour of Resolution 2.

4. Resolution 3 – Re-election of Ms Amanda Sparks as a Director

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is the longer.

Clause 14.2 of the Constitution provides that:

(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;
(b) The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
(c) A Director who retires by rotation under clause 14.2 of the Constitution is eligible for reelection; and
(d) In determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting pursuant to clause 14.4 of the Constitution; and/ or
(ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has 5 Directors, 3 of whom are included for the purpose of the calculation in paragraph (d) above.

Ms Amanda Sparks, the Director longest in office since her last election on 28 November 2018, retires by rotation and seeks re-election.

Ms Sparks has a Bachelor of Business Degree, is a Chartered Accountant and a Fellow of the Financial Services Institute of Australasia. Amanda has over 30 years of resources related financial experience, both with explorers and producers. Amanda brings a range of important skills to the Board with her extensive experience in financial management, corporate governance and compliance for listed companies.

Ms Sparks is a member of the Company’s Audit and Risk Committee. Ms Sparks is not considered an independent director due to her additional role as Company Secretary.

The Board of Directors recommend that Shareholders vote in favour of Resolution 3.

5. Resolution 4 – Adoption of Employee Incentive Plan

Resolution 4 seeks Shareholder approval for the adoption of the employee incentive scheme titled Employee Incentive Plan ( Plan ) and to enable the Company to issue Securities under the Plan, in accordance with ASX Listing Rule 7.2 (Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Securities under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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 shares it had on issue at the start of that period.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 4 is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Plan (up to the maximum number of Securities stated in Section 5.1 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 4 is not passed, the Company will be able to proceed with the issue of Securities under the Plan to eligible participants, but any issues of Securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Securities.

5.1 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided

in relation to Resolution 4:

a summary of the key terms and conditions of the Plan is set out in Schedule 1. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns;
the Company has issued 21,152,500 Options under the Plan since the plan was last approved by Shareholders on 28 November 2018. Shareholders should note that the new Plan replaces the old Employee Incentive Plan and accordingly, it is the first time approval is sought under Listing Rule 7.2 exception 13; and
the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 25,000,000 Securities (being approximately 10% of the Company’s current issued capital). It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately, and at this stage the Company does not intend to issue that quantum of Securities.

6. Resolutions 5 to 9 - Issue of Related Party Options

6.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 3,550,000 Options ( Related Party Options ) to Mr Christopher Cairns, Ms Jennifer Murphy, Mr Peter Ironside, Ms Amanda Sparks and Mr Robert Dennis (together, the Related Parties ) as part of each Director’s broader remuneration package in the proportions and on the terms and conditions set out below.

Resolutions 5 to 9 seek Shareholder approval for the issue of the Related Party Options to the Related Parties.

6.2 Chapter 2E of the Corporations Act

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

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

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

The grant of the Related Party Options constitutes giving a financial benefit and Mr Christopher Cairns, Ms Jennifer Murphy, Mr Peter Ironside, Ms Amanda Sparks and Mr Robert Dennis are related parties of the Company by virtue of being Directors.

The purpose of the grant of the Related Party Options to the Directors is to provide a broader remuneration for Directors. By offering these incentives in the form of Related Party Options, rather than cash, the Company can maximise the availability of cash for the Company’s future exploration activities. The Related Party Options will have an exercise price at a significant premium to the current share price.

Mr Robert Dennis is being offered two tranches of options, the 2[nd] tranche (Sign-On Options) has been offered to Mr Dennis as a sign-on incentive in his letter of appointment dated 24 May 2021.

As the Related Party Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Related Party Options. Accordingly, Shareholder approval for the issue of Related Party Options to the Related Parties is sought in accordance with Chapter 2E

of the Corporations Act.

6.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

(a) (10.11.1) a Related Party;
(b) (10.11.2) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) (10.11.3) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) (10.11.4) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
(e) (10.11.5) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

This issue of the Related Party Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11. Resolutions 5 to 9 seek the required Shareholder approval for the issue under and for the purposes of Listing Rule 10.11.

6.4 Information required by Listing Rule 10.13

In accordance with Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 5 to 9:

Which category in Listing Rules	10.11.1, all are Directors of the Company.
10.11.1 - 10.11.5 the person falls
within and why.

The number and class of	C Cairns 1,000,000 Unlisted Options (Remuneration Options) J Murphy 875,000 Unlisted Options (Remuneration Options) P Ironside 575,000 Unlisted Options (Remuneration Options) A Sparks 575,000 Unlisted Options (Remuneration Options) R Dennis 300,000 Unlisted Options (Remuneration Options) R Dennis 250,000 Unlisted Options (Sign-On Options)
securities to be issued to the
person.

If the securities are not fully	A summary of the material terms of the Related Party Options is set out in Schedule 2 to this Notice of Meeting.
paid ordinary securities, a
summary of the material terms
of the securities.
The date or dates on or by	No later than 1 month after the date of the Meeting in accordance with ASX Listing Rule 10.13.5.
which the entity will issue the
securities, which must not be
more than 1 month after the
date of the meeting.

The price or other	Issue Price: Nil Exercise Price for Remuneration Options: 145% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and including the day of issue). Exercise Price for Sign-On Options: 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and includingthe dayof issue).
consideration the entity will
receive for the issue.

The purpose of the issue, The purpose for the issue of the Related Party Options is to including the intended use of provide an incentive component in the remuneration package any funds raised by the issue. for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the recipients of the Related Party Options under Resolutions 5 to 9 in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on exploration than it would if alternative cash forms of remuneration were given to the Related Parties.

The Company will receive nil funds on issue of the Related Party Options.

Funds raised on exercise of the Related Party Options will be used for general working capital purposes.

The purpose of the issue, including the intended use of any funds raised by the issue.	The purpose for the issue of the Related Party Options is to provide an incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the recipients of the Related Party Options under Resolutions 5 to 9 in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on exploration than it would if alternative cash forms of remuneration were given to the Related Parties. The Company will receive nil funds on issue of the Related Party Options. Funds raised on exercise of the Related Party Options will be used for general working capital purposes. Director Name Base annual remuneration excluding superannuation Related Party Options (subject to these Resolutions). C Cairns $340,000 1,000,000 Unlisted Options1 J Murphy $260,000 850,000 Unlisted Options1 P Ironside $50,000 575,000 Unlisted Options1 A Sparks $100,000 575,000 Unlisted Options1 R Dennis $50,000 300,000 Unlisted Options1 250,000 Unlisted Options2 1. Remuneration Options: Exercise Price 145% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and including the day of issue). Expiry 30 November 2024. 2. Sign-On Options: Exercise Price 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and includingthe dayof issue).,Expiry30/11/2022. The 250,000 sign-on Options to be granted to Robert Dennis were offered in his Letter of Appointment dated 24 May 2021. This Letter states that the base remuneration is $50,000 plus superannuation, and in addition the Board will offer 250,000 unlisted options which will be granted upon Shareholder approval. The options will expire on 30/11/2022 and have an exercise price of 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the Shareholder Approval (and including the day of approval).	The purpose for the issue of the Related Party Options is to provide an incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the recipients of the Related Party Options under Resolutions 5 to 9 in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on exploration than it would if alternative cash forms of remuneration were given to the Related Parties. The Company will receive nil funds on issue of the Related Party Options. Funds raised on exercise of the Related Party Options will be used for general working capital purposes. Director Name Base annual remuneration excluding superannuation Related Party Options (subject to these Resolutions). C Cairns $340,000 1,000,000 Unlisted Options1 J Murphy $260,000 850,000 Unlisted Options1 P Ironside $50,000 575,000 Unlisted Options1 A Sparks $100,000 575,000 Unlisted Options1 R Dennis $50,000 300,000 Unlisted Options1 250,000 Unlisted Options2 1. Remuneration Options: Exercise Price 145% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and including the day of issue). Expiry 30 November 2024. 2. Sign-On Options: Exercise Price 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and includingthe dayof issue).,Expiry30/11/2022. The 250,000 sign-on Options to be granted to Robert Dennis were offered in his Letter of Appointment dated 24 May 2021. This Letter states that the base remuneration is $50,000 plus superannuation, and in addition the Board will offer 250,000 unlisted options which will be granted upon Shareholder approval. The options will expire on 30/11/2022 and have an exercise price of 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the Shareholder Approval (and including the day of approval).	The purpose for the issue of the Related Party Options is to provide an incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the recipients of the Related Party Options under Resolutions 5 to 9 in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on exploration than it would if alternative cash forms of remuneration were given to the Related Parties. The Company will receive nil funds on issue of the Related Party Options. Funds raised on exercise of the Related Party Options will be used for general working capital purposes. Director Name Base annual remuneration excluding superannuation Related Party Options (subject to these Resolutions). C Cairns $340,000 1,000,000 Unlisted Options1 J Murphy $260,000 850,000 Unlisted Options1 P Ironside $50,000 575,000 Unlisted Options1 A Sparks $100,000 575,000 Unlisted Options1 R Dennis $50,000 300,000 Unlisted Options1 250,000 Unlisted Options2 1. Remuneration Options: Exercise Price 145% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and including the day of issue). Expiry 30 November 2024. 2. Sign-On Options: Exercise Price 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and includingthe dayof issue).,Expiry30/11/2022. The 250,000 sign-on Options to be granted to Robert Dennis were offered in his Letter of Appointment dated 24 May 2021. This Letter states that the base remuneration is $50,000 plus superannuation, and in addition the Board will offer 250,000 unlisted options which will be granted upon Shareholder approval. The options will expire on 30/11/2022 and have an exercise price of 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the Shareholder Approval (and including the day of approval).
If the person is: (a) a director
and therefore a Related Party	Director Name	Base annual remuneration excluding superannuation	Related Party Options (subject to these Resolutions).
under rule 10.11.1; or (b) an
associate of, or person
connected with, a director
under rules 10.11.4 or 10.14.5,	C Cairns	$340,000	1,000,000 Unlisted Options1
and the issue is intended to	J Murphy	$260,000	850,000 Unlisted Options1
remunerate or incentivise the	P Ironside	$50,000	575,000 Unlisted Options1
director, details (including the	A Sparks	$100,000	575,000 Unlisted Options1
amount) of the director's	R Dennis	$50,000	300,000 Unlisted Options1 250,000 Unlisted Options2
current total remuneration
package.	1. Remuneration Options: Exercise Price 145% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and including the day of issue). Expiry 30 November 2024. 2. Sign-On Options: Exercise Price 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the date of issue (and includingthe dayof issue).,Expiry30/11/2022.

If the securities are issued under	The 250,000 sign-on Options to be granted to Robert Dennis were offered in his Letter of Appointment dated 24 May 2021. This Letter states that the base remuneration is $50,000 plus superannuation, and in addition the Board will offer 250,000 unlisted options which will be granted upon Shareholder approval. The options will expire on 30/11/2022 and have an exercise price of 135% of the Company share price calculated based on the five (5) day volume weighted average trading price preceding the Shareholder Approval (and including the day of approval).
an agreement, a summary of any
other material terms of the
agreement.

6.5 Technical information required by Listing Rule 14.1A

If Resolutions 5 to 9 are passed, the Company will be able to proceed with the issue of the Related Party Options to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Options (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 to 9 are not passed, the Company will not be able to proceed with the issue of the Related Party Options to the Related Parties and the Company may be required to re-negotiate the

remuneration arrangements with the Related Parties, which may require additional cash payments and affect the Company’s available cash position.

6.6 Technical information required by section 219 of the Corporations Act

Identity of the Related Party:	Mr Christopher Cairns, Ms Jennifer Murphy, Mr Peter Ironside, Ms Amanda Sparks and Mr Robert Dennis (or their nominees).
s219(1)(a)

Nature of the financial benefit:	The maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is: C Cairns 1,000,000 Options J Murphy 850,000 Options P Ironside 575,000 Options A Sparks 575,000 Options R Dennis 300,000 Options R Dennis 250,000 Options (Sign-On Options)
s219(1)(b)








Directors’ recommendations:	Each Director has a material personal interest in the outcome of Resolutions 5 to 9 on the basis that all of the Directors (or their nominees) are to be issued Related Party Options should Resolutions 5 to 9 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 5 to 9 of this Notice. The Board however, having considered alternative proposals (including, a higher cash base of remuneration), considers that the Related Party Options, as part of each Director’s broader remuneration package, appropriately reflects remuneration commensurate with the skills, experience and responsibilities that the Directors have.
s219(1)(c) and Directors’
interest in the outcome:
s219(1)(d)

Valuation of the financial	The value of the Related Party Options and the pricing methodology is set out in Schedule 3.
benefit

Dilution	The Related Party Options are unquoted; therefore, the issue of the Related Party Options has no immediate dilutionary impact on Shareholders. If the Related Party Options granted to the Related Parties are exercised, a total of 3,550,000 Shares would be issued. This will increase the number of Shares on issue from 260,961,452 to 264,511,452 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.34%, comprising approximately 0.38% by Mr Cairns,0.32% by Ms Murphy, 0.22% by Mr Ironside, 0.22% by Ms Sparks and 0.21% by Mr Dennis.

Other information	The number of Related Party Options to be issued to each of the Related Parties has been determined based upon a consideration of: - current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; - the remuneration of the Related Parties; and - incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

==> picture [149 x 255] intentionally omitted <==

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options upon the terms proposed.

The Related Party Options will have an exercise price at a significant premium to the current share price to minimise taxation upfront for the Related Parties which is also beneficial to the Company as it means the Related Parties are not required to immediately sell the Related Party Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company. There are no significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options on the terms proposed.

The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 5 to 9.

6.7 Other Information

(a) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Number of Shares	Number of Options
Mr Christopher Cairns	8,032,268	750,000 unlisted options lapsing 30/11/22 1,000,000 unlisted options lapsing31/10/23
Ms Jennifer Murphy	5,146,705	550,000 unlisted options lapsing 30/11/22 850,000 unlisted options lapsing31/10/23
Mr Peter Ironside	31,887,982	375,000 unlisted options lapsing 30/11/22 575,000 unlisted options lapsing31/10/23
Ms Amanda Sparks	2,171,206	375,000 unlisted options lapsing 30/11/22 575,000 unlisted options lapsing31/10/23
Mr Robert Dennis	444,444	nil

(b) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

out below:
	Price	Date
Highest	0.96	16/11/2020
Lowest	0.37	20/07/2021
Last	0.41	21/09/2021

(c) 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 shares it had on issue at the start of that period, subject to specific exemptions.

Listing Rule 7.2, exception 14, provides that Listing Rule 7.1 does not apply to an issue of securities under Listing Rule 10.11.

Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolutions 5 to 9 will be to allow the Company to issue Related Party Options to the Related Parties without using up any of the Company's 15% placement capacity under Listing Rule 7.1.

(d) voting exclusion statements are included in Resolutions 5 to 9 of this Notice.

7. Resolution 10 – Approval of 7.1A Mandate

7.1 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 which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 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 approximately $122,652,000 (based on the number of Shares on issue and the closing price of Shares on the ASX on 16 September 2021).

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

If Resolution 10 is passed, 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 Resolution 10 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 10 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 10 for it to be passed.

7.2 Technical Information required by ASX listing Rule 7.1A.

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

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

The 7.1A Mandate will commence on the date of the Meeting and expiring on the first to occur of the following:

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

(b) Minimum Issue Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and 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 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 in Section 7.2(b)(i), the date on which the Equity Securities are issued.

(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 towards funding expenditure associated with the exploration and development of the Company’s gold and copper assets within Australia, cash acquisitions of new assets or investments and/or general working capital.

(d) Risk of economic and voting dilution

Any issue of Equity Securities under the 7.1A Mandate will have a dilutive effect on the interests of existing Shareholders who do not receive any Shares under the issue.

If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the7.1A 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 ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at 16 September 2021.

The table below also shows:

(i) the hypothetical voting dilution impact where the number of Shares on issue (variable ‘A’ in the formula) changes. Specifically, the table shows three examples where variable ‘A’ has increased by 25%, 50% and 100%. These examples of a 25%, 50% and 100% increase in variable ‘A’ are provided as required under Listing Rule 7.3A.2. We note however that, even in the event Resolution 10 is passed, it is not possible for the Company to issue additional Shares in excess of 25% of its current issued capital without Shareholder approval, unless the Share issue is as a result of an issue that falls within an exemption within Listing Rule 7.2 (such as a pro rata entitlements issue or a share purchase plan); and
(ii) the hypothetical economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

Issued Share Capital (Number of Shares on issue – variable ‘A’ in Listing Rule 7.1A2)	50% decrease in current Market Price $0.22	50% decrease in current Market Price $0.22	Current Market Price (as at 16 September 2021) $0.44	Current Market Price (as at 16 September 2021) $0.44	100% increase in current Market Price $0.88	100% increase in current Market Price $0.88
	10% Voting Dilution	Capital Raised $	10% Voting Dilution	Capital Raised $	10% Voting Dilution	Capital Raised $
Current variable ‘A’ 260,961,452	26,096,145	5,741,151	26,096,145	11,482,303	26,096,145	22,964,607
25% Increase in Share Capital 326,201,815	32,620,181	7,176,439	32,620,181	14,352,879	32,620,181	28,705,759
50% Increase in Share Capital 391,442,178	39,144,217	8,611,727	39,144,217	17,223,455	39,144,217	34,446,910
100% Increase in share capital 521,922,904	52,192,290	11,482,303	52,192,290	22,964,607	52,192,290	45,929,215

Assumptions and explanations

There are currently 260,961,452 Shares on issue as at the date of this Notice of Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 16 September 2021.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued either under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
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 Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a specific risk that:

(i) the market price for the Company’s Shares may be significantly lower on the date of the issue than it is on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the issue date.

(e)

Allocation under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

i. the purpose of the issue;
ii. alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where 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 position and solvency of the Company;
v. prevailing market conditions; and
vi. advice from corporate, financial and broking advisers (if applicable).
(f) Previous approval under ASX Listing Rule 7.1A.

The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at its annual general meeting held on 30 October 2020 ( Previous Approval ).

During the 12 month period preceding the date of this Meeting, the Company has not issued any Equity Securities pursuant to the Previous Approval.

(g) Compliance with ASX Listing Rules 7.1A.4

When the Company issues Equity Securities pursuant to the 7.1A Mandate, it must give to ASX a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4.

7.3 Voting exclusion statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

8. Recommendations for All Resolutions

The Board believes that the Resolutions to be proposed at the Company’s Annual General Meeting are in the best interests of the Company and (except where otherwise stated) unanimously recommends that Shareholders vote in favour of each Resolution.

9. Enquiries

Shareholders are invited to contact the Company Secretary, Ms Amanda Sparks, on (08) 9287 7630 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.
7.1A Mandate has the meaning given in section 7 of the Explanatory Statement which accompanies the Notice.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

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 ).

Company means Stavely Minerals Limited (ABN 33 119 826 907).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting is not included in the S&P/ASX 300 Index; and has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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

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

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Performance Right means a performance right convertible into a Share.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ Report of the Company’s annual financial report for the period ended 30 June 2021.

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

Securities means Options and Performance Rights.

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

Shareholder means a holder of a Share.

Variable A means “A” means as set out in the formula in Listing Rule 7.1A.2.

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

Schedule 1 – Key Terms and Conditions of the Employee Incentive Plan

Outlined below is a summary of the key terms of the Company’s Employee Incentive Plan.

(a) Eligibility : Eligible Employees include Directors (both executive and non-executive), full time and part time employees and casual employees and contractors of the Company (to the extent permitted by ASIC Class Order 14/1000). Subject to the Board’s consent, an Eligible Employee may nominate another person to participate in the Plan in their place.
(b) Administration of Plan : The Board is responsible for the operation of the Plan and has a broad discretion to determine which Eligible Employees will be offered Awards under the Plan.
(c) Invitation: The Board may issue an invitation to an Eligible Employee to participate in the Plan ( Invitation ). The Invitation will specify:
(i) the number and type of Awards (being Options, Performance Rights and/or incentive Shares) specified in the Invitation;
(ii) any vesting conditions, performance hurdles, performance period, exercise conditions and/or restriction conditions attaching to the Awards;
(iii) the issue price or exercise price of the Awards (as applicable);
(iv) an acceptance period;
(v) any other terms and conditions attaching to the Awards; and
(vi) any other information required by ASIC Class Order 14/1000, the Listing Rules or any law to be included in the invitation.

(d) Issue and exercise price:

(i) Options shall be issued for nil cash consideration, and the Board may determine the exercise price in its absolute discretion (including whether to offer the Eligible Employee a cashless exercise facility which will entitle the Eligible Employee to set-off the exercise price against the number of Shares which the Eligible Employee is entitled to receive upon exercise of the Eligible Employee’s Options));
(ii) Performance Rights shall be issued for nil cash consideration, and Shares issued upon the conversion of Performance Rights shall be issued for nil cash consideration;
(iii) The Board shall determine the issue price of any Shares issued under the Plan, which may be nil.
(iv) A cashless exercise facility will be offered.
(e) Quotation on ASX: The Company will apply for Shares issued under the Plan and upon the exercise of Options and Performance Rights to be admitted to trading on ASX upon issue of the Share. Quotation will be subject to the ASX Listing Rules and any holding lock applying to the Shares. Options and Performance Rights issued under the Plan shall not be quoted.
(f) Rights attaching to Shares : Each Share issued under the Plan or on the exercise of an Award shall be issued on the same terms and conditions as the Company’s issued Shares (other than in respect of transfer restrictions imposed by the Plan) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date. The holder of a Share issued under the Plan shall be entitled to receive notice of, and attend and vote at, shareholder meetings, and to receive any dividends declared by the Company.

(g) Rights attaching to Options and Performance Rights : Subject to the terms of the Plan, the Board may determine the rights attaching the Options and Performance Rights issued under the Plan. The holder of an Option or Performance Right issued under the Plan shall not be entitled to receive notice of, and attend and vote at, shareholder meetings, nor to receive any dividends declared by the Company.
(h) Restriction Conditions: Shares may be subject to restriction conditions (such as a period of employment or a performance hurdle) which must be satisfied before the Shares can be sold, transferred, or encumbered ( Restriction Condition ). The Board may waive Restriction Conditions in its absolute discretion, including where a holder dies or is a good leaver. The Company is authorised to impose a holding lock on the Shares to implement these restrictions.
(i) Forfeiture of Shares: Where a Restriction Condition in relation to Shares is not satisfied by the due date, or becomes incapable of satisfaction (as determined by the Board in its reasonable opinion), and is not waived by the Board, the holder of those Shares forfeits its right, entitlement and interest in and to the Shares and the Company must, unless the Restriction Condition is waived by the Board, either:
(i) arrange to buy back and cancel the relevant Shares within 6 months of the date the Restriction Condition was not satisfied (or became incapable of satisfaction) under the Corporations Act at a price equal to the cash consideration paid by the holder for the Shares; or
(ii) arrange to sell the Shares on behalf of the holder (using a power of attorney) as soon as reasonably practicable after the Restriction Condition was not satisfied (or became incapable of satisfaction) on the ASX or to an investor who falls within an exemption under Section 708 of the Corporations Act (provided that the sale must be at a price that is no less than 80% of the volume weighted average price of Shares on ASX over the 10 trading days before the sale date), and apply the sale proceeds in the following priority:
- (A) firstly, to use towards repaying any cash consideration paid by the holder for the Shares; and
- (B) secondly, any remainder to the Company to cover its costs of managing the Plan.
(j) Power of Attorney: The holder irrevocably appoints each of the Company and each director of the Company severally as his or her attorney to do all things necessary to give effect to the buy back or sale of the holder’s Shares in accordance with the Plan.
(k) Ceasing to be an Eligible Executive : If an Eligible Employee ceases to be an employee or director of the Company and:
(i) at that time there are unfulfilled Restriction Conditions in relation to Shares under the Plan held by the Eligible Employee or his or her nominee, the Shares are forfeited and the Company must either buy back or sell the Shares in accordance with the Plan;
(ii) the termination of employment is due to wilful misconduct, gross negligence or material breach of employment contract ( Misconduct ), then unvested Awards shall lapse and the Board may determine that vested Awards that have not been exercised shall also lapse; and
(iii) the termination of employment is not due to Misconduct, then vested awards may be exercised within 3 months from the date of termination of employment, and the Board may in its discretion determine whether to waive any vesting conditions, exercise conditions or restriction conditions to permit the Eligible Employee to exercise Awards or sell or retain Plan Shares.
(l) Change of control events : Unvested Awards shall become exercisable if:
(i) ( Takeover ) a takeover bid for the Company’s issued Shares is declared unconditional;
(ii) ( Compromise or Arrangement ): a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement for the purposes of or in

connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

(iii) ( Sale of Main Business ): the Company enters into an agreement to sell its main business undertaking or principal assets and that agreement becomes unconditional.
(m) Plan limit: The Company must take reasonable steps to ensure that the number of Shares to be received on the exercise of Awards, when aggregated with:
(i) the number of Shares that would be issued if each outstanding offer made or Award granted under the Plan or any other employee incentive scheme of the Company were to be exercised or accepted; and
(ii) the number of Shares issued during the previous 3 years under the Plan (or any other employee share scheme extended only to eligible employees),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or Awards that can be disregarded in accordance with relevant ASIC Class Orders).

Schedule 2 –Terms and Conditions of Related Party Options

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price
(i) Remuneration Options : Subject to paragraphs (b)(iii) and (j), the amount payable upon exercise of each Option will be set at a 45% premium to the volume weighted average share price (VWAP) over the five trading days prior to the issue of the Options ( Exercise Price );
(ii) Sign-On Options: Subject to paragraphs (b)(iii) and (j), the amount payable upon exercise of each Option will be set at a 35% premium to the volume weighted average share price (VWAP) over the five trading days prior to the issue of the Options ( Exercise Price ); and
(iii) A cashless exercise facility will be offered for all Related Party Options.

(c) Expiry Date

Each Remuneration Option will expire at 5:00 pm (WST) on 30 November 2024 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Each Sign-On Option will expire at 5:00 pm (WST) on 30 November 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 10 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price (other than in accordance with (b)(iii) above) or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are only transferable with Board approval.

Schedule 3 - Valuation of Related Party Options

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 5 to 9 have been valued internally by management.

Using the Black-Scholes option pricing model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:	Remuneration Options	Sign-On Options

Valuation date	16 September 2021	16 September 2021
Market price of Shares *	44 cents	44 cents
Exercise price *	64 cents *	60 cents *
Vesting date	immediately	immediately
Expiry date	30 November 2024	30 November 2022
Risk free interest rate	0%	0%
Volatility (discount)	62.47%	62.47%

Indicative value per Related Party Option	13.5 cents	6.39 cents

Total Value of Related Party Options	$445,500	$15,975

- Mr Cairns	$135,000	n/a
- Ms Murphy	$114,750	n/a
- Mr Ironside	$ 77,625	n/a
- Ms Sparks	$ 77,625	n/a
- Mr Dennis	$ 40,500	$15,975

Note: The valuations noted above will be adjusted for the actual variables, including market price. The exercise price will be adjusted using the 45% premium x 5 Day VWAP at the time of grant (35% premium for the Sign-On Options).

==> picture [137 x 69] intentionally omitted <==

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

SVY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:30am (AWST) on Wednesday, 10 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

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.

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

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

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.

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

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".

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

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Stavely Minerals Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the 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 Stavely Minerals Limited to be held at First Floor, 168 Stirling Highway , Nedlands, WA 6009 on Friday, 12 November 2021 at 10:30am (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 Resolutions 1, 4, 5, 6, 7, 8 and 9 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 4, 5, 6, 7, 8 and 9 are 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 Resolutions 1, 4, 5, 6, 7, 8 and 9 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 your behalf 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 Election of Mr Robert Dennis as a Director Resolution 3 Re-election of Ms Amanda Sparks as a Director Resolution 4 Adoption of Employee Incentive Plan Resolution 5 Issue of Director Options – Mr Christopher Cairns Resolution 6 Issue of Director Options – Ms Jennifer Murphy Resolution 7 Issue of Director Options – Mr Peter Ironside	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
	Resolution 8 Issue of Director Options – Ms Amanda Sparks
	Resolution 9 Issue of Director Options – Mr Robert Dennis

	Resolution 10 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.

==> picture [253 x 18] intentionally omitted <==

----- Start of picture text -----

Step 3 Signature of Securityholder(s)
----- End of picture text -----

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

S V Y

9 9 9 9 9 9 A

AI assistant

STAVELY MINERALS LIMITED — AGM Information 2021

65882_rns_2021-10-06_ed5754db-6205-428d-867d-c85b2d4ba89a.pdf

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF STAVELY MINERALS LIMITED

AND HELD VIRTUALLY VIA ZOOM

FRIDAY 12 NOVEMBER 2021 COMMENCING AT 10:30 AM (WST)

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

Your Vote is Important

How to Vote

Voting eligibility

Voting in Person

Voting by Proxy

Voting by Those Attending via Zoom

Your proxy form is enclosed.

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING AGENDA

ORDINARY BUSINESS

1. Financial Statements and Reports – Agenda Item

2. Resolution 1 – Adoption of Remuneration Report

Note: In accordance with section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. Resolution 2 – Election of Mr Robert Dennis as a Director

4. Resolution 3 – Re-election of Ms Amanda Sparks as a Director

5. Resolution 4 – Adoption of Employee Incentive Plan

Voting Exclusion Statement:

Voting Prohibition statement:

6. Resolution 5 – Issue of Director Options – Mr Christopher Cairns

Voting Exclusion Statement - Resolution 5

Voting Prohibition Statement - Resolution 5

7. Resolution 6 – Issue of Director Options – Ms Jennifer Murphy

Voting Exclusion Statement - Resolution 6

Voting Prohibition Statement - Resolution 6

8. Resolution 7 – Issue of Director Options – Mr Peter Ironside

Voting Exclusion Statement - Resolution 7

Voting Prohibition Statement - Resolution 7

9. Resolution 8 – Issue of Director Options – Ms Amanda Sparks

Voting Exclusion Statement - Resolution 8

Voting Prohibition Statement - Resolution 8

10. Resolution 9 – Issue of Director Options – Mr Robert Dennis

Voting Exclusion Statement - Resolution 9

Voting Prohibition Statement - Resolution 9

11. Resolution 10 – Approval of 7.1A Mandate

12. General

BY ORDER OF THE BOARD

Stavely Minerals Limited ABN 33 119 826 907 Level 1, 168 Stirling Highway, Nedlands WA 6009 Phone: 08 9287 7630 Fax: 08 9389 1750 Email: [email protected]

EXPLANATORY STATEMENT

1. Financial Statement and Reports – Agenda Item

2.

Resolution 1 – Adoption of Remuneration Report

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. Resolution 2 – Election of Mr Robert Dennis as a Director

3.1 General

3.2 Qualifications

3.3 Independence

3.4 Other material information

3.5 Board Recommendation

4. Resolution 3 – Re-election of Ms Amanda Sparks as a Director

5.

Resolution 4 – Adoption of Employee Incentive Plan

5.1 Technical information required by Listing Rule 7.2 (Exception 13)

6. Resolutions 5 to 9 - Issue of Related Party Options

6.1 General

6.2 Chapter 2E of the Corporations Act

6.3 Listing Rule 10.11

6.4 Information required by Listing Rule 10.13

6.5 Technical information required by Listing Rule 14.1A

6.6 Technical information required by section 219 of the Corporations Act

6.7 Other Information

7. Resolution 10 – Approval of 7.1A Mandate

7.1 General

7.2 Technical Information required by ASX listing Rule 7.1A.

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

(b) Minimum Issue Price

STAVELY MINERALS LIMITED AGM Information 2021