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STRATA MINERALS LIMITED. Proxy Solicitation & Information Statement 2024

Aug 6, 2024

65823_rns_2024-08-06_27a18607-0845-423c-a679-e11d60245fc1.pdf

Proxy Solicitation & Information Statement

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NICKELX LIMITED ACN 631 513 696 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00AM (WST) DATE : Thursday 12 September 2024 PLACE : Level 5, 191 St Georges Terrace, Perth WA 6000

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on Tuesday 10 September 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,672,274 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 8,781,516 Shares on the terms and conditions set out in the Explanatory Statement.”

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

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 81,546,210 Shares on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – DIRECTOR PARTICIPATION IN PLACEMENT – PETER WOODS

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Shares to Peter Woods (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

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5. RESOLUTION 5 – DIRECTOR PARTICIPATION IN PLACEMENT – JONATHAN DOWNES

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 500,000 Shares to Jonathan Downes (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

6. RESOLUTION 6 – DIRECTOR PARTICIPATION IN PLACEMENT – OLIVER KREUZER

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 500,000 Shares to Oliver Kreuzer (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

7. RESOLUTION 7 – DIRECTOR PARTICIPATION IN PLACEMENT – RICHARD MONTI

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Shares to Richard Monti (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

8. RESOLUTION 8 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO PETER WOODS

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

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

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10. RESOLUTION 10 – CHANGE OF COMPANY NAME

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

“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Strata Minerals Limited .”

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolutions 1 and 2 –
Ratification of prior issue of
Tranche 1 Placement
Shares		 A person who participated in the issue or is a counterparty to the
agreement being approved (namely the Tranche 1 Placement
Participants) or an associate of that person or those persons.
Resolution 3– Approval to
issue Tranche 2 Placement
Shares		 A person who is expected to participate in, or who will obtain a material
benefit as a result of, the proposed issue (except a benefit solely by
reason of being a holder of ordinary securities in the Company) (namely
the Tranche 2 Placement Participants) or an associate of that person (or
those persons).
Resolution 4 – Approval for
Director participation in
Placement – Peter Woods		 Peter Woods (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.
Resolution 5 – Approval for
Director participation in
Placement – Peter Woods		 Jonathan Downes (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.
Resolution 6 – Approval for
Director participation in
Placement – Peter Woods		 Oliver Kreuzer (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.
Resolution 7 – Approval for
Director participation in
Placement – Peter Woods		 Richard Monti (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.
Resolution 8 – Approval to
issue Lead Manager
Options		 A person who is expected to participate in, or who will obtain a material
benefit as a result of, the proposed issue (except a benefit solely by
reason of being a holder of ordinary securities in the Company) (namely
CPS Capital) or an associate of that person (or those persons).
Resolution 9 – Ratification
of prior issue of Options to
Peter Woods		 A person who participated in the issue or is a counterparty to the
agreement being approved (namely Peter Woods) or an associate of
that person or those persons.

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

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

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

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

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

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

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Voting Prohibition Statement:

Resolution 9 –
Ratification of prior
issue of Options to
Peter Woods		 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:
(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.

Voting by proxy

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

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

  • each Shareholder has a right to appoint a proxy;

  • the proxy need not be a Shareholder of the Company; and

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

Shareholders and their proxies should be aware that:

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

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

Voting in person

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 2 9299 9690.

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EXPLANATORY STATEMENT

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

1. BACKGROUND TO RESOLUTIONS 1 TO 8

1.1 Placement

As announced on 17 July 2024, the Company received firm commitments from sophisticated and professional investors to issue up to 100,000,000 Shares via a two tranche placement, at an issue price of $0.02 per Share to raise a total of $2,000,000 (before expenses) ( Placement ).

On 24 July 2024, the Company issued an aggregate of 14,453,790 Shares under tranche 1 of the Placement ( Tranche 1 Placement Shares ) to the participants of tranche 1 ( Tranche 1 Placement Participants ) as follows:

  • (a) 5,672,274 Tranche 1 Placement Shares pursuant to the Company’s placement capacity under Listing Rule 7.1 (Resolution 1); and

  • (b) 8,781,516 Tranche 1 Placement Shares pursuant to the Company’s placement capacity under Listing Rule 7.1A (Resolution 2).

The Company seeks Shareholder approval pursuant to Resolution 3 to issue 81,546,210 Shares ( Tranche 2 Placement Shares ) under tranche 2 of the placement ( Tranche 2 ) to the participants of tranche 2 ( Tranche 2 Placement Participants ).

Subject to Shareholder approval, the Directors intend to subscribe for an aggregate of 4,000,000 Shares under Tranche 2 ( Director Participation Shares ). The Director participation under Tranche 2 ( Director Participation ) is subject to Shareholder approval pursuant to Resolutions 4 to 7.

Funds raised from the Placement will be used to advance the Company’s ongoing exploration activities at the Elliot Lake Uranium Project, support the strategic review of its current exploration portfolio and assessment of new opportunities and towards working capital and costs of the Placement.

Further details in respect of the Placement are set out in the announcement released on 17 July 2024.

1.2 Lead Manager

The Company appointed CPS Capital Group Pty Ltd as lead manager and broker to the Placement ( CPS Capital ). Pursuant to a lead manager mandate ( Mandate ), the Company has agreed to pay / issue CPS Capital:

  • (a) a 2% management fee on all funds raised under the Placement;

  • (b) a 4% placing fee on all funds raised under the Placement;

  • (c) a monthly fee of $6,000 for the provision of corporate advisory services; and

  • (d) subject to Shareholder approval, 10,000,000 Options at a deemed issue price of $0.0001 each, exercisable at $0.03 each and on or before three

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(3) years from date of issue ( Lead Manager Options ) (being the subject of Resolution 8).

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULES 7.1 AND 7.1A

2.1 General

On 24 July 2024, the Company issued 14,453,790 Tranche 1 Placement Shares at an issue price of $0.02 each.

5,672,274 Tranche 1 Placement Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 8,781,516 Tranche 1 Placement Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 29 November 2023.

The Company confirms that 1,521,450 Tranche 1 Placement Shares were issued to associates of substantial Shareholder Mr Jason Peterson.

The issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

2.2 Listing Rules 7.1 and 7.1A

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 12 month period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Tranche 1 Placement Shares.

2.3

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

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Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares.

2.4

Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

If Resolutions 1 and 2 are not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares.

2.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

  • (a) the Tranche 1 Placement Shares were issued to professional and sophisticated investors who are clients of CPS Capital. The recipients were identified through a bookbuild process, which involved CPS Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

  • (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients except for associates of Mr Jason Peterson were:

  • (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

  • (ii) issued more than 1% of the issued capital of the Company;

  • (c) 14,453,790 Tranche 1 Placement Shares were issued on the following basis:

  • (i) 5,672,274 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

  • (ii) 8,781,516 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

  • (d) the Tranche 1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (e) the Tranche 1 Placement Shares were issued on 24 July 2024;

  • (f) the issue price was $0.02 per Tranche 1 Placement Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Placement Shares;

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  • (g) the purpose of the issue of the Tranche 1 Placement Shares and proposed use of funds is set out in Section 1.1 above; and

  • (h) the Tranche 1 Placement Shares were not issued under an agreement.

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES

3.1 General

The Company is proposing to issue up to 81,546,210 Tranche 2 Placement Shares at an issue price of $0.02 each.

As summarised in Section 2.1 above, 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.

The proposed issue of the Tranche 2 Placement Shares does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

The Company is proposing to issue 10,513,402 Tranche 2 Placement Shares to associates of substantial Shareholder Mr Jason Peterson.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement Shares 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.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares.

Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

  • (a) the Tranche 2 Placement Shares will be issued to professional and sophisticated investors who are clients of CPS Capital. The recipients will be identified through a bookbuild process, which will involve CPS Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company.

  • (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients except for associates of Mr Jason Peterson will be:

  • (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

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  • (ii) issued more than 1% of the issued capital of the Company;

  • (c) the maximum number of Tranche 2 Placement Shares to be issued is 81,546,210. The Tranche 2 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (d) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Tranche 2 Placement Shares will occur on the same date;

  • (e) the issue price of the Tranche 2 Placement Shares will be $0.02 per Tranche 2 Placement Share. The Company will not receive any other consideration for the issue of the Tranche 2 Placement Shares;

  • (f) the purpose of the issue of the Tranche 2 Placement Shares and the proposed use of funds is set out in Section 1.1 above;

  • (g) the Tranche 2 Placement Shares are not being issued under an agreement; and

  • (h) the Tranche 2 Placement Shares are not being issued under, or to fund, a reverse takeover.

3.4

Dilution

Assuming no Options are exercised, no convertible securities are converted or other Shares issued and the maximum number of Tranche 2 Placement Shares are issued, the number of Shares on issue would increase from 102,268,959 (being the number of Shares on issue as at the date of this Notice) to 187,815,169 and the shareholding of existing Shareholders would be diluted by 54.45%.

4. RESOLUTIONS 4 TO 7 – APPROVAL FOR DIRECTOR PARTICIPATION IN THE PLACEMENT

4.1 General

As set out in Section 1.1, the Directors wish to participate in Tranche 2 on the same terms as the unrelated Tranche 2 Placement Participants.

Accordingly, Resolutions 4 to 7 seek Shareholder approval under and for the purposes of Listing Rule 10.11 for the issue of up to an aggregate of 4,000,000 Director Participation Shares to the Directors, comprising:

  • (a) 2,000,000 Director Participation Shares to Peter Woods (or his nominee) pursuant to Resolution 4;

  • (b) 500,000 Director Participation Shares to Jonathan Downes (or his nominee) pursuant to Resolution 5;

  • (c) 500,000 Director Participation Shares to Oliver Kreuzer (or his nominee) pursuant to Resolution 6; and

  • (d) 1,000,000 Director Participation Shares to Richard Monti (or his nominee) pursuant to Resolution 7.

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4.2 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 Director Participation will result in the issue of the Director Participation Shares which constitutes giving a financial benefit and the Directors are related parties of the Company by virtue of being directors of the Company.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the Director Participation Shares will be issued on the same terms as Tranche 2 Placement Shares offered to unrelated Tranche 2 Placement Participants and as such the giving of the financial benefit is on arm’s length terms.

4.3 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:

10.11.1 a related party;
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;
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;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3;
or
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.

The Director Participation 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 Shareholders under Listing Rule 10.11.

Resolutions 4 to 7 seek Shareholder approval for the Director Participation under and for the purposes of Listing Rule 10.11.

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4.4 Technical information required by Listing Rule 14.1A

If Resolutions 4 to 7 are passed, the Company will be able to proceed with the issue of the Director Participation Shares 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) and will raise additional funds which will be used in the manner set out in Section 1.1 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Participation Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Director Participation Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 4 to 7 are not passed, the Company will not be able to proceed with the issue of the Director Participation Shares and the Company will not able to raise the full amount under the Placement.

4.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 4 to 7:

  • (a) the Director Participation Shares will be issued to the Directors (or their respective nominees), who each fall within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

  • (b) the maximum number of Director Participation Shares to be issued to the Directors (or their respective nominee) is 4,000,000 Director Participation Shares, comprising:

  • (i) 2,000,000 Director Participation Shares to Peter Woods (or his nominee) pursuant to Resolution 4;

  • (ii) 500,000 Director Participation Shares to Jonathan Downes (or his nominee) pursuant to Resolution 5;

  • (iii) 500,000 Director Participation Shares to Oliver Kreuzer (or his nominee) pursuant to Resolution 6; and

  • (iv) 1,000,000 Director Participation Shares to Richard Monti (or his nominee) pursuant to Resolution 7;

  • (c) the Director Participation Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (d) the Director Participation Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Participation Shares will be issued on the same date;

  • (e) the Director Participation Shares will have an issue price of $0.02, being the same price as the Tranche 2 Placement Shares. The Company will not receive any other consideration for the issue of the Director Participation Shares;

  • (f) the Director Participation Shares will be issued in addition to the Tranche 2 Placement Shares. The purpose of the Placement and proposed use of funds is set out in Section 1.1 above;

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  • (g) the issue of the Director Participation Shares is not intended to remunerate or incentivise the Directors;

  • (h) the Director Participation Shares are not being issued under an agreement;

  • (i) voting exclusion statements are included in Resolutions 4 to 7 of the Notice.

5. RESOLUTION 8 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS

5.1 General

The Company is proposing to issue 10,000,000 Lead Manager Options to CPS Capital in part consideration for services in relation to the Placement.

As summarised in Section 2.1 above, 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.

The proposed issue of the Lead Manager Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

5.2 Technical information required by Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager Options 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.

If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options. In such circumstances the Company may be required to re-negotiate payment terms under the Mandate which may require the Company to pay CPS Capital additional cash fees.

Resolution 8 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Lead Manager Options.

5.3

Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 8:

  • (a) the Lead Manager Options will be issued to CPS Capital;

  • (b) the maximum number of Lead Manager Options to be issued is 10,000,000. The terms and conditions of the Lead Manager Options are set out in Schedule 1;

  • (c) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Lead Manager Options will occur on the same date;

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  • (d) the Lead Manager Options will be issued at a deemed issue price of $0.0001, in part consideration for services provided by CPS Capital in relation to the Placement;

  • (e) the purpose of the issue of the Lead Manager Options is to satisfy the Company’s obligations under the Mandate;

  • (f) the Lead Manager Options are being issued to CPS Capital under the Mandate. A summary of the material terms of the Mandate is set out in Schedule 2; and

  • (g) the Lead Manager Options are not being issued under, or to fund, a reverse takeover.

6. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO PETER WOODS

6.1 General

On 28 May 2024, the Company issued an aggregate of 7,500,000 Options to Peter Woods pursuant to the terms of an executive services agreement between the Company and Mr Woods ( Executive Services Agreement ).

The material terms of the Executive Services Agreement are set out below:

  • (a) Term – the employment commenced on 28 May 2024 ( Commencement Date ) and will continue until terminated in accordance with the terms and conditions of the executive services agreement.

  • (b) Fees - $200,000 per annum.

  • (c) Short term incentives – Mr Woods shall be issued:

  • (i) Tranche 1 - 2,500,000 Options exercisable at $0.03 at any time within five (5) years from the Commencement Date;

  • (ii) Tranche 2 - 2,500,000 Options exercisable at $0.04 at any time within five (5) years from the Commencement Date; and

  • (iii) Tranche 3 - 2,500,000 Options exercisable at $0.06 at any time within five (5) years from the Commencement Date.

  • (d) Termination – the Company and Mr Woods may terminate the employment under the Executive Services Agreement by providing the other party with three (3) months’ notice in writing.

On 28 May 2024, the Company announced that it had appointed Peter Woods as Managing Director of the Company.

The issue of the Options to Mr Woods was made under Listing Rule 10.12 (Exception 12) and did not breach Listing Rule 7.1 at the time of the issue.

As summarised in Section 2.1 above, 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 12 month period.

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Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 29 November 2023.

The issue of the Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Options.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

Resolution 9 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Options.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Options will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

If Resolution 9 is not passed, the Options will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Options.

6.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 9:

  • (a) the Options were issued to Peter Woods;

  • (b) 7,500,000 Options were issued and the Options were issued on the terms and conditions set out in Schedule 3;

  • (c) the Options were issued on 28 May 2024;

  • (d) the Options were issued at a nil issue price, in consideration for services provided by Mr Woods in his role as Managing Director. The Company has not and will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options);

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  • (e) the purpose of the issue of the Options was to satisfy the Company’s obligations under the Executive Services Agreement; and

  • (f) the Options were issued to Mr Woods under the Executive Services Agreement. A summary of the material terms of the Executive Services Agreement is set out in Section 6.1.

7. RESOLUTION 10 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 10 seeks the approval of Shareholders for the Company to change its name to “ Strata Minerals Limited ”.

The Board proposes this change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company.

The proposed name has been reserved by the Company with ASIC and if Resolution 10 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

If Resolution 10 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

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GLOSSARY

  • $ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

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

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependent of the member or the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • (e) a company the member controls; or

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

Company means NickelX Limited (ACN 631 513 696).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

CPS means CPS Capital Group Pty Ltd.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Listing Rules means the Listing Rules of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 – TERMS AND CON DITIONS OF LEAD MANAGER OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is three (3) years from the date of issue ( 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 five Business Days after the Exercise Date, the Company will:

  • (i) 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.

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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

Application will be made by the Company to ASX for quotation of the Shares issued upon 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 or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – SU MMARY OF LEAD MANAGER MANDATE

A summary of the terms and conditions of the Mandate is set out below.

Fees In consideration for its services, the Company has agreed to pay / issue
CPS Capital:
(a)
a 2% management fee on all funds raised under the Placement;
(b)
a 4% placing fee on all funds raised under the Placement;
(c)
a monthly fee of $6,000 (plus GST) for a period of 12 months from
the date of the Mandate, for the provision of corporate advisory
services; and
(d)
subject to Shareholder approval, 10,000,000 Lead Manager
Options.
Expenses The Company agreed to reimburse CPS Capital for all reasonable
expenses incurred in undertaking its role as lead manager, with
individual expenses above $1,000 requiring prior approval of the
Company.
Right of First
Refusal		 If the Company seeks to raise equity capital at any time within the 12
month period following the Capital Raising, then CPS Capital shall be
given the first right of refusal to act as lead manager in respect of the
further capital raising.
Termination CPS Capital may terminate the Mandate as follows:
(a)
by providing 14 day’s notice in writing if the Company materially
breaches the Mandate or if any warranty or representation given
or made by the Company is not compiled with or proves to be
untrue and the Company being unable to rectify the breach
within that time; or
(b)
immediately by notice in writing if the Company becomes
insolvent, has a receiver, administrative receiver or manager or
administrator appointed or if a court makes an administration
order with respect to the Company.

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SCHEDULE 3 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be:

(i) Tranche 1: $0.03;

(ii) Tranche 2: $0.04; and

  • (iii) Tranche 3: $0.06,

(each, an Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is five (5) years from the date of issue ( 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 five Business Days after the Exercise Date, the Company will:

  • (i) 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

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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

Application will be made by the Company to ASX for quotation of the Shares issued upon 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 or a change in the number of underlying securities over which the Option can be exercised.

(m)

Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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PROXY FORM

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for Securityholder registration.

NickelX Limited | ABN 52 631 513 696

==> picture [155 x 58] intentionally omitted <==

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

Your proxy voting instruction must be received by 10.00am (AWST) on Tuesday, 10 September 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

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

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

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

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

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

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

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

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

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

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of NickelX Limited, to be held at 10.00am (AWST) on Thursday, 12 September 2024 at Level 5, 191 St Georges Terrace, Perth WA 6000 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.		 E
Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 9 (except where I/we have indicated a different voting intention below) even though Resolution 9 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
SAMPL
STEP 2 - Your voting direction
Resolutions
For
Against
Abstain
1
RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULE 7.1
2
RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULE 7.1A
3
APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES
4
DIRECTOR PARTICIPATION IN PLACEMENT - PETER WOODS
5
DIRECTOR PARTICIPATION IN PLACEMENT - JONATHAN DOWNES
6
DIRECTOR PARTICIPATION IN PLACEMENT - OLIVER KREUZER
7
DIRECTOR PARTICIPATION IN PLACEMENT - RICHARD MONTI
8
APPROVAL TO ISSUE LEAD MANAGER OPTIONS
9
RATIFICATION OF PRIOR ISSUE OF OPTIONS TO PETER WOODS
10
CHANGE OF COMPANY NAME
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

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