SUN SILVER LIMITED — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

29 April 2025

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Dear Shareholder

ANNUAL GENERAL MEETING – NOTICE AND PROXIES

You are invited to attend the Annual General Meeting ( Meeting ) of Sun Silver Limited ( the Company ), which will take place at Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000 on Thursday, 29 May 2025 at 11.00am AWST.

Notice of Annual General Meeting

In accordance with the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting ( Notice ) to shareholders unless a shareholder has previously requested a hard copy. Instead, a copy of the Notice is available on the Company’s website at www.sunsilver.com.au and has also been lodged on the Company’s ASX market announcements platform at www.asx.com.au (ASX: SS1).

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice. In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for overseas residents).

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact the Company’s share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (Overseas).

The resolutions for the Meeting will be decided via a poll. The poll will be conducted based on votes submitted by proxy, together with any votes cast at the Meeting.

Voting at the Meeting

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

How to submit your vote in advance of the Meeting

Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the attached proxy form:

By email: meetings@automicgroup.com.au By fax: +61 2 8583 3040 By mail: Automic GPO Box 5193 Sydney NSW 2001

Your proxy voting instruction must be received by 11.00am AWST on Tuesday, 27 May 2025, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The release of the Notice, and accompanying documents, has been authorised by the Board of Sun Silver Limited.

We look forward to your participation at the Meeting in the manner outlined above and thank you for your continued support.

Yours sincerely

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James Doyle Company Secretary

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Sun Silver Limited

1/1 Tully Road, East Perth Western Australia 6004

info@sunsilver.com.au www.sunsilver.com.au

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Sun Silver Limited ACN 665 307 433

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Time and date: 11:00am (AWST) on Thursday, 29 May 2025

In-person: Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6166 9433.

Shareholders are urged to vote by lodging the Proxy Form

Sun Silver Limited ACN 665 307 433 (Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Sun Silver Limited will be held at Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000 on 29 May 2025 at 11:00am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 as Shareholders on 27 May 2025 at 5:00pm (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: there is no requirement for Shareholders to approve the Annual Report.

2 Resolutions

Resolution 1 – Remuneration Report

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

'That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum.'

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

Resolution 2 – Appointment of Auditor

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

‘That, for the purposes of section 327B(1)(a) of the Corporations Act and for all other purposes, William Buck Audit (Vic) Pty Ltd, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor of the Company, be appointed as auditor to the Company, with

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effect from the close of the Meeting, on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Election of Director – Shaun Hardcastle

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

‘That, for the purpose of Listing Rule 14.4, Article 7.6(c) of the Constitution and for all other purposes, Shaun Hardcastle, a Director who was appointed as a Director by the Board of Directors on 17 February 2025, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Election of Director – Nathan Marr

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

‘That, for the purpose of Article 7.6(c) of the Constitution and for all other purposes, Nathan Marr, a Director who was appointed as a Director by the Board of Directors on 8 April 2024, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'

Resolution 5 – Election of Director – Dean Ercegovic

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

‘That, for the purpose of Article 7.6(c) of the Constitution and for all other purposes, Dean Ercegovic, a Director who was appointed as a Director by the Board of Directors on 8 April 2024, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'

Resolution 6 – Approval of 7.1A Mandate (additional 10% placement capacity)

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

‘That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.’

Resolution 7– Approval to issue MD Performance Rights – Andrew Dornan

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

'That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 7,000,000 MD Performance Rights to Andrew Dornan (or his nominee) under the Plan on the terms and conditions in the Explanatory Memorandum.’

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Resolution 8 – Approval to issue Performance Rights – Shaun Hardcastle

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

'That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 1,000,000 Performance Rights to Shaun Hardcastle (or his nominee) under the Plan on the terms and conditions in the Explanatory Memorandum.’

Resolution 9 – Renewed approval of Employee Securities Incentive Plan

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

“That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders re-approve the existing employee incentive scheme of the Company known as the ‘Sun Silver Limited Employee Securities Incentive Plan’ ( Plan ) and the issue of up to 20,000,000 Securities under the Plan, on the terms and conditions in the Explanatory Memorandum.”

Resolution 10 – Approval of potential termination benefits under the Plan

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

‘That, conditional on Resolution 9 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.’

3 Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 6 : if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates.

• (b) Resolution 7 : by or on behalf of Andrew Dornan (or his nominee), and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, or any of their respective associates.

• (c) Resolution 8 : by or on behalf of Shaun Hardcastle (or his nominee), and any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, or any of their respective associates.

• (d) Resolution 9 : by or on behalf of a person who is eligible to participate in the Plan or any of their respective associates.

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The above voting exclusions do not apply to a vote cast in favour of the relevant 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;

• (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.

4

Voting prohibitions

Resolution 1 : In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by 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 does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 7 , Resolution 8 , Resolution 9 and Resolution 10 : 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 the Resolution if:

• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

• (b) the appointment does not specify the way the proxy is to vote on the 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 the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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Further, in respect of Resolution 10 , in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 10 must not be cast by any participants or potential participants in the Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person’s future retirement.

However, a vote may be cast by such a person if:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolutions; and

• (b) it is not cast on behalf of the person or an associate of the person.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

BY ORDER OF THE BOARD

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James Doyle Company Secretary Sun Silver Limited Dated: 22 April 2025

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Sun Silver Minerals Limited ACN 665 307 433 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 39 Central Park, 152-158 St Georges Terrace, Perth WA 6000 on 29 May 2025 at 11:00am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Appointment of Auditor
Section 6	Resolution 3 – Election of Director – Shaun Hardcastle
Section 7	Resolution 4 – Election of Director – Nathan Marr
Section 8	Resolution 5 – Election of Director – Dean Ercegovic
Section 9	Resolution 6 – Approval of 7.1A Mandate (additional 10% placement capacity)
Section 10	Resolution 7 – Approval to issue MD Performance Rights – Andrew Dornan
Section 11	Resolution 8 – Approval to issue Performance Rights – Shaun Hardcastle
Section 12	Resolution 9 – Renewed approval of Employee Securities Incentive Plan
Section 13	Resolution 10 – Approval of potential termination benefits under the Plan
Schedule 1	Definitions
Schedule 2	Nomination of Auditor

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Schedule 3	Terms and conditions of MD Director Performance Rights
Schedule 4	Valuation of MD Performance Rights
Schedule 5	Terms and conditions of Director Performance Rights
Schedule 6	Valuation of Director Performance Rights
Schedule 7	Summary of material terms of the Plan

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1

Voting in person

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

• 2.2

Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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:

• (a) 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);

• (b) 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;

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy

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must vote on a poll, and must vote that way (i.e. as directed); and

• (d) 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).

Section 250BC of the Corporations Act provides that, if:

• (a) 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;

• (b) the appointed proxy is not the chair of the meeting;

• (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and

• (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 11:00am (AWST) on 27 May 2025, being not later than 48 hours before the commencement of the Meeting.

2.3

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of the Resolution, unless the Shareholder has expressly indicated a different voting intention.

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 7, Resolution 8 and Resolution 9 even though these Resolutions are connected directly or indirectly with the remuneration of the Company’s Key Management Personnel.

2.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at jdoyle@sunsilver.com.au by no later than five business days before the Meeting.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3.

Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 31 December 2024.

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There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at https://www.sunsilver.com.au/;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so.

4.

• 4.1

Resolution 1 – Remuneration Report

General

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 31 December 2024 in the 2024 Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors.

If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

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The Company was admitted to the official list of ASX on 13 May 2024. This is therefore the first time the Company's Remuneration Report is being put to the vote of Shareholders. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2026 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

4.2

Additional information

Resolution 1 is an ordinary resolution.

Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

5.

Resolution 2 – Appointment of Auditor

5.1

General

Resolution 2 seeks Shareholder approval for the appointment of William Buck Audit (Vic) Pty Ltd as the Company’s auditor.

Section 327A(2) of the Corporations Act provides that the initial appointment of an auditor of a public company holds office until the first annual general meeting of a company.

Section 327B(1) of the Corporations Act provides that a Company must appoint an auditor at its first annual general meeting. This is the first annual general meeting of the Company.

The Directors appointed William Buck Audit (Vic) Pty Ltd as the Company's auditor following registration of the Company. In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for William Buck Audit (Vic) Pty Ltd to be appointed as the Company’s auditor. A copy of this nomination is attached to this Notice at Schedule 2.

If Resolution 2 is passed, the appointment of William Buck Audit (Vic) Pty Ltd as the Company’s auditor will take effect at the close of this Meeting.

5.2

Additional information

Resolution 2 is an ordinary resolution.

The Board recommends Shareholders vote in favour of this Resolution 2.

6. Resolution 3 – Election of Director – Shaun Hardcastle

6.1

General

Article 7.6(a) of the Constitution provides that the Directors may at any time appoint any person as a Director, either to fill a casual vacancy or as an addition to the existing Directors. A Director appointed under Article 7.6(a) must not hold office without re-election past the next annual general meeting of the Company following the Director's appointment.

Article 7.6(c) of the Constitution provides that a retiring Director holds office until the

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conclusion of the Meeting but is eligible for re-election.

Shaun Hardcastle, Non-Executive Chairman of the Company, was appointed on 17 February 2025. Accordingly, Mr Hardcastle retires at this Meeting and, being eligible, seeks election pursuant to this Resolution 3.

If Resolution 3 is passed, Mr Hardcastle will be elected as a Director of the Company with effect from the conclusion of the Meeting.

If Resolution 3 is not passed, Mr Hardcastle will not be elected as a Director of the Company.

6.2 Shaun Hardcastle

Shaun has a distinguished legal career spanning 20 years, with experience across corporate, commercial and securities law as well as Non-Executive Director roles with several ASX-listed companies. Shaun is currently a Partner and the Head of Corporate for the national law firm Hamilton Locke. He is also currently a Director of RareX Limited (ASX: REE) and previously held the role of Non-Executive Director with Cygnus Metals Limited (ASX: CY5) and Hawkstone Mining Ltd (ASX: HWK).

If elected, Mr Hardcastle is considered by the Board (with Mr Hardcastle abstaining) to be an independent Director. Mr Hardcastle is not considered by the Board to hold any interest, 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 interests of the entity as a whole rather than in the interests of an individual security holder or other party.

Mr Hardcastle has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

6.3

Board recommendation

The Board (other than Mr Hardcastle who has a personal interest in the outcome of this Resolution) supports the election of Mr Hardcastle as he brings valuable experience to the Board as a corporate lawyer in equity capital markets, mergers and acquisitions, resources and corporate governance.

6.4

Additional information

Resolution 3 is an ordinary resolution.

7. Resolution 4 – Election of Director – Nathan Marr

7.1

General

Article 7.6(a) of the Constitution provides that the Directors may at any time appoint any person as a Director, either to fill a casual vacancy or as an addition to the existing Directors. A Director appointed under Article 7.6(a) must not hold office without re-election past the next annual general meeting of the Company following the Director's appointment.

Article 7.6(c) of the Constitution provides that a retiring Director holds office until the conclusion of the Meeting but is eligible for re-election.

Nathan Marr, a Non-Executive Director of the Company, was appointed on 8 April 2024 and,

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as this is the Company’s first annual general meeting, Mr Marr retires at this Meeting and, being eligible, seeks election pursuant to this Resolution 4

If Resolution 4 is passed, Mr Marr will be elected as a Director of the Company with effect from the conclusion of the Meeting.

If Resolution 4 is not passed, Mr Marr will not be elected as a Director of the Company.

7.2

Nathan Marr

Nathan Marr is a mining executive who holds a Bachelor of Science - Metallurgy and Chemistry. He has over 23 years mining experience across process engineering, design, construction, commissioning, project management, operations and corporate asset management for gold/silver, gold, gold/copper, nickel, copper, iron ore (magnetite and hematite) projects across the globe.

Mr Marr was the senior process engineer for the development of Manantial Espejo silver project in Argentina, producing 4.1Moz of silver and 60,000oz of gold per year, and the Hidden Valley Silver Gold project in Papua New Guinea, producing the equivalent of 3.5Moz of silver and 250,000oz of gold per year.

Mr Marr does not currently hold any other material directorships, other than as disclosed in this Notice.

Mr Marr is considered by the Board (with Mr Marr abstaining) to be an independent Director. Mr Marr is not considered by the Board to hold any interest, 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 interests of the entity as a whole rather than in the interests of an individual security holder or other party.

Mr Marr has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

7.3

Board recommendation

The Board (other than Mr Marr who has a personal interest in the outcome of this Resolution) supports the election of Nathan Marr as his technical skills and significant experience in project development and management is an important component of to the Board’s skills and experience.

7.4

Additional information

Resolution 4 is an ordinary resolution.

8.

8.1

Resolution 5 – Election of Director – Dean Ercegovic

General

Article 7.6(a) of the Constitution provides that the Directors may at any time appoint any person as a Director, either to fill a casual vacancy or as an addition to the existing Directors. A Director appointed under Article 7.6(a) must not hold office without re-election past the next annual general meeting of the Company following the Director's appointment.

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Article 7.6(c) of the Constitution provides that a retiring Director holds office until the conclusion of the Meeting but is eligible for re-election.

Dean Ercegovic, a Non-Executive Director of the Company, was appointed on 8 April 2024 and, as this is the Company’s first annual general meeting, Mr Ercegovic retires at this Meeting and, being eligible, seeks election pursuant to this Resolution 5.

If Resolution 5 is passed, Mr Ercegovic will be elected as a Director of the Company with effect from the conclusion of the Meeting.

If Resolution 5 is not passed, Mr Ercegovic will not be elected as a Director of the Company.

8.2

Dean Ercegovic

Dean Ercegovic has over 20 years’ experience in engineering and general contracting in the minerals resource industries throughout Australia, Canada and the USA. Mr Ercegovic began his mechanical engineering career as a field engineer, but quickly developed into a Project Manager leading teams in EPC execution.

Mr Ercegovic is a Non-Executive Director of James Bay Minerals Ltd (ASX:JBY). Previously, he was the Executive Director and Chief Operating Officer of Primero Group Ltd (ASX:PGX) which he co-founded in 2011 and exited in 2023 after NRW Holdings Ltd (ASX:NWH) purchased the business. Dean helped grow the business into a successful design, construct and operations service provider which focuses on in-house EPC services and is re-known for delivering multiple projects in the Lithium sector.

Mr Ercegovic is considered by the Board (with Mr Ercegovic abstaining) to be an independent Director. Mr Ercegovic is not considered by the Board to hold any interest, 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 interests of the entity as a whole rather than in the interests of an individual security holder or other party.

Mr Ercegovic has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

8.3

Board recommendation

The Board (other than Mr Ercegovic who has a personal interest in the outcome of this Resolution) supports the election of Dean Ercegovic as his technical skills and significant experience in project development and management is an important component of to the Board’s skills and experience.

8.4

Additional information

Resolution 5 is an ordinary resolution.

9. Resolution 6 – Approval of 7.1A Mandate (additional 10% placement capacity)

9.1

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

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any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.

Resolution 6 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 9.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 9.2(c) below).

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

9.2

Listing Rule 7.1A

• (a) Is the Company an eligible entity?

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has an undiluted market capitalisation of approximately $98 million, based on the closing price of Shares ($0.675) on 17 April 2025.

(b) What Equity Securities can be issued?

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity.

As at the date of this Notice, the Company has one quoted class of Equity Securities, being Shares.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A = is the number of Shares on issue at the commencement of the Relevant Period:

• (A) plus the number of fully paid Shares issued in the Relevant Period

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under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

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

• (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

• (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

• (1) the agreement was entered into before the commencement of the Relevant Period; or

• (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;

• (E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and

• (F) less the number of fully paid Shares cancelled in the Relevant Period.

Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.

• D = is 10%.

• E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

(d) What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

(e) At what price can the Equity Securities be issued?

Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued, ( Minimum Issue Price ).

(f)

When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:

• (i) the date that is 12 months after the date of the Meeting;

• (ii) the time and date of the Company's next annual general meeting; or

• (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

(g)

What is the effect of Resolution 6?

The effect of Resolution 6 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

9.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

• (a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 9.2(f) above).

(b) Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 9.2(e) above).

(c)

Purposes of issues under the 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.

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(d) Risk of economic and voting dilution

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

If this Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of convertible Securities, only if the convertible Securities are converted into Shares).

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 9.2(c) above) as at the date of this Notice ( Variable A ), with:

• (i) two examples where Variable A has increased by 50% and 100%; and

• (ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

Shares (Variable A in Listing Rule 7.1A.2)		Dilution	Dilution
	Issue price per Share	$0.3375 50% decrease in Current Market Price	$0.6750 Current Market Price	$1.3500 100% increase in Current Market Price
145,478,226 Shares Variable A	10% Voting Dilution	14,547,822 Shares	14,547,822 Shares	14,547,822 Shares
	Funds raised	$4,909,890	$9,819,780	$19,639,560
218,217,339 Shares 50% increase in Variable A	10% Voting Dilution	21,821,733 Shares	21,821,733 Shares	21,821,733 Shares
	Funds raised	$7,364,835	$14,729,670	$29,459,340
290,956,452 Shares 100% increase in Variable A	10% Voting Dilution	29,095,645 Shares	29,095,645 Shares	29,095,645 Shares
	Funds raised	$9,819,780	$19,639,560	$39,279,120

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Notes:

1. The table has been prepared on the following assumptions:

2. (a) The issue price is the current market price ($0.675), being the closing price of the Shares on ASX on 17 April 2025, being the latest practicable date before this Notice was signed.

3. (b) Variable A comprises of 145,478,226 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.

4. (c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

5. (d) No convertible Securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.

6. (e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. 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.

7. The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

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

(e)

Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) financial situation and solvency of the Company; and

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

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new investors who are not related parties of or associates of a related party of the Company.

(f)

Issues in the past 12 months

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

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9.4 Additional information

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 6.

10. Resolution 7 – Approval to issue MD Performance Rights – Andrew Dornan

10.1 General

As announced by the Company on 17 February 2025, the Company is proposing to issue 7,000,000 Performance Rights ( MD Performance Rights ) to Andrew Dornan (or his nominee) under the Company’s employee securities incentive plan ( Plan ) in connection with his appointment as the Managing Director. The MD Performance Rights will be issued in the following seven tranches:

Tranche	Number of Performance Rights	Vesting Conditions	Expiry Date
Tranche 1	1,000,000	Both of the following: (a) 12 months of continuous services as a Director; and (b) the Company announcing completion of a drill program of not less than 10,000 meters following the commencement of the ManagingDirector.	5 years from date of issue
Tranche 2	1,000,000	The Company announcing an indicated mineral resource reported in accordance with JORC 2012 at the Maverick Springs Project of at least 40Mt at a minimum grade of 50g/t AgEq.	5 years from date of issue
Tranche 3	1,000,000	The volume weighted average price of the Company’s Shares over a period of 20 consecutive trading days, on which shares have been traded (20-day VWAP), commencing after the date of the Meeting being equal or greater than $1.00	5 years from date of issue
Tranche 4	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.30	5 years from date of issue
Tranche 5	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.60	5 years from date of issue

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Tranche 6	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.00	5 years from date of issue
Tranche 7	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.50	5 years from date of issue

The Company is moving into an important stage of development, with a focus on increasing the resource classification, conducting metallurgical studies and progressing environmental surveys at the Maverick Springs Project. The proposed issue of the MD Performance Rights seeks to further align the efforts of Mr Dornan, as Managing Director, in seeking to achieve development milestones at the Maverick Springs Project and in the creation of Shareholder value. The Board believes that the issue of the MD Performance Rights will further align the interests of Mr Dornan with those of the Company and its Shareholders. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company’s available cash reserves. The Board believes it is important to offer the MD Performance Rights to continue to attract and maintain highly experienced and qualified management in a competitive market.

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of the MD Performance Rights to Mr Dornan (or his nominee) under the Plan.

10.2 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders:

• (a) a director of the entity (Listing Rule 10.14.1);

• (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and

• (c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by Shareholders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the MD Performance Rights as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the MD Performance Rights to Mr Dornan (or his nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1.

The effect of Shareholders passing Resolution 7 will be to allow the Company to issue the MD Performance Rights to Andrew Dornan (or his nominee).

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the MD Performance Rights and the Company may have to consider alternative commercial means to incentivise Mr Dornan.

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10.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the MD Performance Rights:

• (a) The MD Performance Rights will be issued under the Plan to Andrew Dornan (or his nominee).

• (b) Mr Dornan falls into the category stipulated by Listing Rule 10.14.1 by virtue of being a Director of the Company.

• (c) A maximum of 7,000,000 MD Performance Rights will be issued to Mr Dornan (or his nominee).

• (d) Pursuant to a consultancy agreement with Dornan Group Pty Ltd (an entity controlled by Mr Dornan), Mr Dornan receives cash fees of $350,000 per annum (excluding GST), plus any allowance for statutory superannuation.

• (e) The Company has not previously issued Performance Rights to Mr Dornan under the Plan.

• (f) The MD Performance Rights will be issued on the terms and conditions set out in Schedule 3.

• (g) The Board considers that Performance Rights with performance-based milestones, rather than Shares, are an appropriate form of incentive because they reward the Mr Dornan for the achievement of sustained growth in the value of the Company. Additionally, the issue of Performance Rights instead of cash is a prudent means of rewarding and incentivising Mr Dornan whilst conserving the Company’s available cash reserves.

• (h) An independent valuation of the MD Performance Rights is in Schedule 4, being a total of $3,947,254.

• (i) The MD Performance Rights will be issued as soon as practicable following the Meeting and in any event not later than three years after the Meeting.

• (j) The MD Performance Rights will be issued for nil cash consideration and will be provided as an incentive component of Mr Dornan’s remuneration package.

• (k) A summary of the material terms of the Plan is in Schedule 7.

• (l) No loan will be provided to Mr Dornan in relation to the issue of the MD Performance Rights.

• (m) Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• (n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

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

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10.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 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 proposed issue of the MD Performance Rights constitutes giving a financial benefit to related parties of the Company.

The Directors (with Mr Dornan and Mr Hardcastle abstaining due to their personal interest in the outcome of Resolution 7 and Resolution 8) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the MD Performance Rights, because the issue of the MD Performance Rights constitutes reasonable remuneration payable to Mr Dornan and therefore falls within the exception stipulated by section 211 of the Corporations Act.

10.5

Additional information

Resolution 7 is an ordinary resolution.

The Board (with Mr Dornan and Mr Hardcastle abstaining due to their personal interest in the outcome of Resolution 7 and Resolution 8) recommends that Shareholders vote in favour of Resolution 7.

11. Resolution 8 – Approval to issue Performance Rights – Shaun Hardcastle

11.1 General

As announced by the Company on 17 February 2025, the Company is proposing to issue 1,000,000 Performance Rights ( Director Performance Rights ) to Shaun Hardcastle (or his nominee) under the Company’s the Plan in connection with his appointment as the Non-Executive Chair. The Director Performance Rights will be issued in the following six tranches:

Tranche	Number of Performance Rights	Vesting Conditions	Expiry Date
Tranche 1	200,000	The Company announcing an indicated mineral resource reported in accordance with JORC 2012 at the Maverick Springs Project of at least 40Mt at a minimum grade of 50g/t AgEq.	5 years from date of issue

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Tranche 2	150,000	The volume weighted average price of the Company’s Shares over a period of 20 consecutive trading days, on which shares have traded (20-day VWAP), commencing after the date of the Meeting being equal or greater than $1.00	5 years from date of issue
Tranche 3	150,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.30	5 years from date of issue
Tranche 4	150,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.60	5 years from date of issue
Tranche 5	150,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.00	5 years from date of issue
Tranche 6	200,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.50	5 years from date of issue

The Company is moving into an important stage of development, with a focus on increasing the resource classification, conducting metallurgical studies and progressing environmental surveys at the Maverick Springs Project. The proposed issue of the Director Performance Rights seeks to further align the efforts of Mr Hardcastle, as a Director, in seeking to achieve development milestones at the Maverick Springs Project and in the creation of Shareholder value. The Board believes that the issue of the Director Performance Rights will further align the interests of Mr Hardcastle with those of the Company and its Shareholders. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company’s available cash reserves. The Board believes it is important to offer the Director Performance Rights to continue to attract and maintain highly experienced and qualified management in a competitive market.

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of the Director Performance Rights to Mr Hardcastle (or his nominee) under the Plan.

11.2

Listing Rule 10.14

A summary of Listing Rule 10.14 is contained in Section 10.2 above.

The effect of Shareholders passing Resolution 8 will be to allow the Company to issue the Director Performance Rights to Shaun Hardcastle (or his nominee).

If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Director Performance Rights and the Company may have to consider alternative commercial means to incentivise Mr Hardcastle.

11.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Performance Rights:

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• (a) The Director Performance Rights will be issued under the Plan to Shaun Hardcastle (or his nominee).

• (b) Mr Hardcastle falls into the category stipulated by Listing Rule 10.14.1 by virtue of being a Director of the Company.

• (c) A maximum of 1,000,000 Director Performance Rights will be issued to Mr Hardcastle (or his nominee).

• (d) Pursuant to a letter of appointment, Mr Hardcastle receives cash fees of $95,000 per annum (excluding statutory superannuation).

• (e) The Company has not previously issued Director Performance Rights to Mr Hardcastle under the Plan.

• (f) The Director Performance Rights will be issued on the terms and conditions set out in Schedule 5.

• (g) The Board considers that Performance Rights with performance-based milestones, rather than Shares, are an appropriate form of incentive because they reward the Mr Hardcastle for the achievement of sustained growth in the value of the Company. Additionally, the issue of Performance Rights instead of cash is a prudent means of rewarding and incentivising Mr Hardcastle whilst conserving the Company’s available cash reserves.

• (h) An independent valuation of the Director Performance Rights is in Schedule 6, being a total of $570,109.

• (i) The Director Performance Rights will be issued as soon as practicable following the Meeting and in any event not later than three years after the Meeting.

• (j) The Director Performance Rights will be issued for nil cash consideration and will be provided as an incentive component of Mr Hardcastle remuneration package.

• (k) A summary of the material terms of the Plan is in Schedule 7.

• (l) No loan will be provided to Mr Hardcastle in relation to the issue of the Director Performance Rights.

• (m) Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• (n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

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

11.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

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• (a) obtain Shareholder approval in the manner set out in section 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 proposed issue of the Director Performance Rights constitutes giving a financial benefit to related parties of the Company.

The Directors (with Mr Dornan and Mr Hardcastle abstaining due to their personal interest in the outcome of Resolution 7 and Resolution 8) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Performance Rights, because the issue of the Director Performance Rights constitutes reasonable remuneration payable to Mr Hardcastle and therefore falls within the exception stipulated by section 211 of the Corporations Act.

11.5 Additional information

Resolution 8 is an ordinary resolution.

The Board (with Mr Dornan and Mr Hardcastle abstaining due to their personal interest in the outcome of Resolution 7 and Resolution 8) recommends that Shareholders vote in favour of Resolution 8.

12. Resolution 9 – Renewed approval of Employee Securities Incentive Plan

12.1 General

The Company considers that it is desirable to maintain the Plan pursuant to which the Company can issue Equity Securities to attract, motivate and retain key Directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company.

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the Plan. A summary of the key terms and conditions of the Plan are in Schedule 7. In addition, 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 Plan was adopted by the Board on or about the date of the Company’s admission to the ASX for the issue of up to 12,000,000 Equity Securities. The Company is seeking renewed approval of the Plan at this Meeting for the purposes of Listing Rule 7.2, exception 13(b) to issue up to a maximum of 20,000,000 Equity Securities under the Plan in reliance of Listing Rule 7.2, exception 13(b).

12.2

Listing Rule 7.1 and 7.2, exception 13(b)

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

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Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the Plan from those set out in this Notice in Schedule 7.

If Resolution 9 is passed, the Company will be able to issue up to a maximum of 20,000,000 Equity Securities under the Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to issue up to 20,000,000 Equity Securities under the Plan to eligible participants over a period of three years pursuant to Listing Rule 7.2, exception 13(b), without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

12.3

Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to, and in accordance with, Listing Rule 7.2, exception 13(b), the following information is provided in relation to the Plan:

• (a) A summary of the material terms of the Plan is in Schedule 7.

• (b) The Company has not issued any Equity Securities under the Plan since being admitted to the ASX. It is intended that up to 8,000,000 Equity Securities will be issued subject to Shareholders approving Resolution 7 and Resolution 8.

• (c) The maximum number of Equity Securities proposed to be issued under the Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 9 is 20,000,000 (subject to adjustment in the event of a reorganisation of capital and further subject to applicable laws and the Listing Rules). This number comprises approximately 10% of the Company's Equity Securities currently on issue.

The maximum number of Equity Securities is not intended to be a prediction of the actual number to be issued under the Plan but is specified for the purpose of setting a ceiling in accordance with Listing Rule 7.2 exception 13(b).

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

12.4

Additional Information

Resolution 9 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 9 due to their potential personal interests in the outcome of this Resolution.

13. Resolution 10 – Approval of potential termination benefits under the Plan

13.1 General

The Corporations Act contains certain limitations concerning the payment of 'termination benefits' to persons who hold a 'managerial or executive office'. The Listing Rules also

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provides certain limitations on the payment of 'termination benefits' to officers of listed entities.

As is common with employee incentive schemes, the Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Equity Securities granted to a participant under the Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This 'accelerated vesting' of Plan Securities may constitute a 'termination benefit' prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained.

As the Company is seeking a fresh approval under Listing Rule 7.2, exception 13(b) at this Meeting (the subject of Resolution 9) to adopt the Plan, the Board has resolved to seek Shareholder approval for the granting of such termination benefits in accordance with this Resolution.

If Resolution 10 is not passed, the Company will not be able to offer ‘termination benefits’ to persons who hold a ‘managerial or executive office’ pursuant to the terms of the Plan unless Shareholder approval is obtained each and every time such termination benefit is proposed, in accordance with section 200E of the Corporations Act.

13.2 Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by Shareholders in accordance with section 200E of the Corporations Act.

Subject to Shareholder approval of Resolution 10, Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Memorandum.

Under the terms of the Plan and subject to the Listing Rules and the Corporations Act, the Board possesses the discretion to vary the terms or conditions of the Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities.

The exercise of this discretion by the Board may constitute a 'benefit' for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the Plan who holds:

• (a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and

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• (b) Plan Securities at the time of their leaving.

13.3 Valuation of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

• (a) the participant's length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and

• (b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules.

13.4

Additional information

Resolution 10 is conditional on the passing of Resolution 9.

If Resolution 9 is not approved at the Meeting, Resolution 10 will not be put to Shareholders at the Meeting. Resolution 10 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 10 due to their potential personal interests in the outcome of the Resolution.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
10% Placement Facility	has the meaning given in Section 9.1.
20-day VWAP	means the volume weighted average price of the Company’s Shares
	over a period of 20 consecutive trading days on which Shares have
	traded.
7.1A Mandate	has the meaning given in Section 9.1.
ASIC	means the Australian Securities and Investments Commission.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Australian Western Standard Time.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Closely Related Party	means:
	(a) a spouse or child of the member; or
	(b) has the meaning given in section 9 of the Corporations Act.
Company	means Sun Silver Limited ACN 665 307 433.
Constitution	means the constitution of the Company as at the date of the Meeting.
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Director Performance	has the meaning given in Section 11.1.
Rights
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
JORC 2012	means the 2012 Edition of the Australasian Code for Reporting of
	Exploration Results, Mineral Resources and Ore Reserves, or any
	subsequent versions of the code.
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and controlling

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	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.
Meeting	has the meaning given in the introductory paragraph of the Notice.
MD Performance Rights	has the meaning given in Section 10.1.
Minimum Issue Price	has the meaning given in Section 9.2(e).
Notice	means this notice of annual general meeting.
Option	means an option to acquire Shares.
Plan	has the meaning given in Section 10.1.
Plan Securities	has the meaning in Section 13.1.
Proxy Form	means the proxy form attached to the Notice.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Options
	and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
VWAP	means the volume weighted average price of Shares traded on ASX.

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Schedule 2 Nomination of Auditor

14 April 2025

The Board of Directors Sun Silver Limited 1/1 Tully Road East Perth WA 6004

Dear Directors

Nomination of Auditor

In accordance with the provision of Section 328B(1) of the Corporations Act 2001 (Cth) ( Act ), I, Mr James Doyle, being a Shareholder of Sun Silver Limited ( Company ), hereby nominate William Buck Audit (Vic) Pty Ltd of Level 20, 181 William Street, Melbourne, Victoria for appointment as auditor of the Company.

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

Yours sincerely

==> picture [50 x 38] intentionally omitted <==

James Doyle

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Schedule 3 Terms and conditions of MD Director Performance Rights

The following terms and conditions apply to each of the MD Performance Rights:

1. ( Entitlement ): Subject to the terms and conditions set out below, each Performance Right, once vested, entitles the holder to the issue of one fully paid ordinary share in the capital of the Company ( Share ).

2. ( Issue Price ): The Performance Rights are issued for nil cash consideration.

3. ( Vesting Conditions ): Subject to the terms and conditions set out below, the Performance Rights will have the vesting conditions ( Vesting Condition ) specified below:

Tranche	Number of Performance Rights	Vesting Conditions	Expiry Date
Tranche 1	1,000,000	Both of the following: (a) 12 months of continuous services as a Director; and (b) the Company announcing completion of a drill program of not less than 10,000 meters following the commencement of Managing Director.	5 years from date of issue
Tranche 2	1,000,000	The Company announcing an indicated mineral resource reported in accordance with JORC 2012 at the Maverick Springs Project of at least 40Mt at a minimum grade of 50g/t AgEq.	5 years from date of issue
Tranche 3	1,000,000	The volume weighted average price of the Company’s Shares over a period of 20 consecutive trading days, on which shares have traded (20-day VWAP), commencing after the date of the Meeting being equal or greater than $1.00	5 years from date of issue
Tranche 4	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.30	5 years from date of issue
Tranche 5	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.60	5 years from date of issue
Tranche 6	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.00	5 years from date of issue

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Tranche 7	1,000,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.50	5 years from date of issue

1. ( Vesting ): Subject to the satisfaction of the Vesting Condition, the Company will notify the Holder in writing ( Vesting Notice ) within 3 Business Days of becoming aware that the relevant Vesting Condition has been satisfied.

2. ( Expiry Date ): The Performance Rights will expire and lapse on the first to occur of the following:

3. (a) the Vesting Condition becoming incapable of satisfaction due to the cessation of employment or engagement of the holder with the Company (or any of its subsidiary entities) (subject to the exercise of the Board’s discretion under the Plan); and

4. (b) 5:00pm (AWST) on the date which is 5 years after the date of issue of the Performance Rights.

5. ( Exercise ): At any time between receipt of a Vesting Notice and the Expiry Date (as defined in clause 5 above), the holder may apply to exercise Performance Rights by delivering a signed notice of exercise to the Company Secretary. The holder is not required to pay a fee to exercise the Performance Rights.

6. ( Issue of Shares ): As soon as practicable after the valid exercise of a vested Performance Right, the Company will:

7. (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

8. (b) issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder;

9. (c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

10. (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

11. ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

12. ( Ranking ): All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Shares.

13. ( Transferability of the Performance Rights ): The Performance Rights are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

14. ( Dividend rights ): A Performance Right does not entitle the holder to any dividends.

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1. ( Voting rights ): A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

2. ( Quotation of the Performance Rights ) The Company will not apply for quotation of the Performance Rights on any securities exchange.

3. ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

4. ( Entitlements and bonus issues ): Subject to the rights under clause 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

5. ( Bonus issues ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

6. ( Return of capital rights ): The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

7. ( Rights on winding up ): The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

8. ( Change of Control Event ): On the occurrence of a Change of Control Event, all unvested Performance Rights will immediately vest. For the purposes of this clause, Change of Control Event means:

9. (a) takeover bid : the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of more than 50% of the Shares and that takeover bid has become unconditional;

10. (a) scheme of arrangement : the announcement by the Company that the Company’s shareholders ( Company’s Shareholders ) have a Court convened meeting of Company’s Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all the Company’s securities are to be either cancelled or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement; or

11. (b) control : where a person becomes the legal or the beneficial owner of, or has a relevant interest (as defined in the Corporations Act) in, more than 50% of Shares,

where the change of control is triggered by a person who does not control the Company at the time the Performance Rights are issued. For the avoidance of doubt, a Change of Control Event does not include any internal reorganisation of the structure, business and/or assets of the Company and its related assets.

1. ( Takeovers prohibition ):

2. (a) the issue of Shares on exercise of the Performance Rights is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

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• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Performance Rights.

• ( No other rights ) A Performance Right does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

• ( Amendments required by ASX ) The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

• ( Plan ) The Performance Rights are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

• ( Constitution ) Upon the issue of the Shares on exercise of the Performance Rights, the holder will be bound by the Company’s Constitution.

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Schedule 4 Valuation of MD Performance Rights

The MD Director Performance Rights have been independently valued based on the following assumptions:

	Ref	Tranche 1	Tranche 2	Tranche 3	Tranche 4	Tranche 5	Tranche 6	Tranche 7
Valuation Date	1	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025
Vesting Date	2	10/04/2026	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025
Expiry Date	3	10/04/2030	10/04/2030	10/04/2030	10/04/2030	10/04/2030	10/04/2030	10/04/2030
Vesting Period	4	1	-	-	-	-	-	-
Option Life	5	5	5	5	5	5	5	5
Stock Price	6	0.63	0.63	0.63	0.63	0.63	0.63	0.63
Exercise Price	7	-	-	-	-	-	-	-
Dividends	8	-	-	-	-	-	-	-
Volatility	9	98.23%	98.23%	98.23%	98.23%	98.23%	98.23%	98.23%
Employee Exit Rate	10	16.00%	-	-	-	-	-	-
Risk Free Rate	11	3.86%	3.86%	3.86%	3.86%	3.86%	3.86%	3.86%
Performance Hurdle		Both of the following: (a) 12 months of continuous services as a Director; and (b) the Company announcing completion of a drill program of not less than 10,000 meters following the commencem ent of the Managing Director.	The Company announcing an indicated mineral resource reported in accordance with JORC 2012 at the Maverick Springs Project of at least 40Mt at a minimum grade of 50g/t AgEq.	The volume weighted average price of the Company’s Shares over a period of 20 consecutive trading days, on which shares have been traded (20-day VWAP), commencing after the date of the Meeting being equal or greater than $1.00	The 20 day VWAP commencing after the date of the Meeting being equal or greater than $1.30	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.60	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.00	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.50

Notes:

1. ( Valuation Date ): The valuation date is the assumed issue date.

2. ( Vesting Date ): The date on which the Performance Rights become eligible for exercise, subject to meeting the specified performance conditions.

3. ( Expiry Date ): The last day the Performance Rights are active.

4. ( Vesting Period ): The period between the valuation / issue and vesting date. During this period the Right / Option cannot be exercised, and the vesting conditions are measured.

5. ( Option Life ): The period between the issuance date and expiry of the Right.

6. ( Stock Price ): This is the spot price of the underlying security as at the date prior to the valuation date.

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1. ( Exercise Price ): Performance Rights have a nil exercise price.

2. ( Dividends ): The company at the time of valuation does not pay a dividend.

3. ( Expected Future Volatility ): Expected future volatility of Sun Silver Limited's share price determined by analysing the historical volatility of its peers over relevant trading periods. Given that the option life extends beyond the trading history of ASX:SS1, we have utilized an average annualized volatility of 98.23%, based on both historical and recent trading trends of the company, to estimate the expected volatility for the Performance Rights.

4. ( Employee Exit Rate ): Based on research conducted in MCSI’s “Entrenched Board” study conducted in 2015. Per this report the average director tenure within Australian ASX listed companies is 6.2 years which equates to a 16% annual employee exit rate.

5. ( Risk Free Rate ): Determined based on the yields of Commonwealth bonds using the period which most closely corresponds to the maximum life of the Performance Rights. The interest rates are measured as the closing rate on the business day prior to the Valuation date, with rates disclosed by the Reserve Bank of Australia. The closing yield applicable for a 5-year bond is 3.86%.

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Schedule 5 Terms and conditions of Director Performance Rights

The following terms and conditions apply to each of the Director Performance Rights:

1. ( Entitlement ): Subject to the terms and conditions set out below, each Performance Right, once vested, entitles the holder to the issue of one fully paid ordinary share in the capital of the Company ( Share ).

2. ( Issue Price ): The Performance Rights are issued for nil cash consideration.

3. ( Vesting Conditions ): Subject to the terms and conditions set out below, the Performance Rights will have the vesting conditions ( Vesting Condition ) specified below:

Tranche	Number of Performance Rights	Vesting Conditions	Expiry Date
Tranche 1	200,000	The Company announcing an indicated mineral resource reported in accordance with JORC 2012 at the Maverick Springs Project of at least 40Mt at a minimum grade of 50g/t AgEq.	5 years from date of issue
Tranche 2	150,000	The volume weighted average price of the Company’s Shares over a period of 20 consecutive trading days, on which shares have traded (20-day VWAP), commencing after the date of the Meeting being equal or greater than $1.00	5 years from date of issue
Tranche 3	150,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.30	5 years from date of issue
Tranche 4	150,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.60	5 years from date of issue
Tranche 5	150,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.00	5 years from date of issue
Tranche 6	200,000	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.50	5 years from date of issue

1. ( Vesting ): Subject to the satisfaction of the Vesting Condition, the Company will notify the Holder in writing ( Vesting Notice ) within 3 Business Days of becoming aware that the relevant Vesting Condition has been satisfied.

2. ( Expiry Date ): The Performance Rights will expire and lapse on the first to occur of the following:

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• (a) the Vesting Condition becoming incapable of satisfaction due to the cessation of employment or engagement of the holder with the Company (or any of its subsidiary entities) (subject to the exercise of the Board’s discretion under the Plan); and

• (b) 5:00pm (AWST) on the date which is 5 years after the date of issue of the Performance Rights.

• ( Exercise ): At any time between receipt of a Vesting Notice and the Expiry Date (as defined in clause 5 above), the holder may apply to exercise Performance Rights by delivering a signed notice of exercise to the Company Secretary. The holder is not required to pay a fee to exercise the Performance Rights.

• ( Issue of Shares ): As soon as practicable after the valid exercise of a vested Performance Right, the Company will:

• (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

• (b) issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder;

• (c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

• ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

• ( Ranking ): All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Shares.

• ( Transferability of the Performance Rights ): The Performance Rights are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

• ( Dividend rights ): A Performance Right does not entitle the holder to any dividends.

• ( Voting rights ): A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• ( Quotation of the Performance Rights ) The Company will not apply for quotation of the Performance Rights on any securities exchange.

• ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

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1. ( Entitlements and bonus issues ): Subject to the rights under clause 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

2. ( Bonus issues ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

3. ( Return of capital rights ): The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

4. ( Rights on winding up ): The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

5. ( Change of Control Event ): On the occurrence of a Change of Control Event, all unvested Performance Rights will immediately vest. For the purposes of this clause, Change of Control Event means:

6. (a) takeover bid : the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of more than 50% of the Shares and that takeover bid has become unconditional;

7. (b) scheme of arrangement : the announcement by the Company that the Company’s shareholders (Company’s Shareholders) have a Court convened meeting of Company’s Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all the Company’s securities are to be either cancelled or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement; or

8. (c) control : where a person becomes the legal or the beneficial owner of, or has a relevant interest (as defined in the Corporations Act) in, more than 50% of Shares,

where the change of control is triggered by a person who does not control the Company at the time the Performance Rights are issued. For the avoidance of doubt, a Change of Control Event does not include any internal reorganisation of the structure, business and/or assets of the Company and its related assets.

1. ( Takeovers prohibition ):

2. (a) the issue of Shares on exercise of the Performance Rights is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

3. (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Performance Rights.

4. ( No other rights ) A Performance Right does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

5. ( Amendments required by ASX ) The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing

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Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

1. ( Plan ) The Performance Rights are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

2. ( Constitution ) Upon the issue of the Shares on exercise of the Performance Rights, the holder will be bound by the Company’s Constitution.

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Schedule 6 Valuation of Director Performance Rights

The MD Director Performance Rights have been independently valued based on the following assumptions:

	Ref	Tranche 1	Tranche 2	Tranche 3	Tranche 4	Tranche 5	Tranche 6
Valuation Date	1	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025
Vesting Date	2	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025	10/04/2025
Expiry Date	3	10/04/2030	10/04/2030	10/04/2030	10/04/2030	10/04/2030	10/04/2030
Vesting Period	4	-	-	-	-	-	-
Option Life	5	5	5	5	5	5	5
Stock Price	6	0.63	0.63	0.63	0.63	0.63	0.63
Exercise Price	7	-	-	-	-	-	-
Dividends	8	-	-	-	-	-	-
Volatility	9	98.23%	98.23%	98.23%	98.23%	98.23%	98.23%
Employee Exit Rate	10	-	-	-	-	-	-
Risk Free Rate	11	3.86%	3.86%	3.86%	3.86%	3.86%	3.86%
Performance Hurdle		The Company announcing an indicated mineral resource reported in accordance with JORC 2012 at the Maverick Springs Project of at least 40Mt at a minimum grade of 50g/t AgEq.	The volume weighted average price of the Company’s Shares over a period of 20 consecutive trading days, on which shares have been traded (20-day VWAP), commencing after the date of the Meeting being equal or greater than $1.00	The 20 day VWAP commencing after the date of the Meeting being equal or greater than $1.30	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $1.60	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.00	The 20-day VWAP commencing after the date of the Meeting being equal or greater than $2.50

Notes:

1. ( Valuation Date ): The valuation date is the assumed issue date.

2. ( Vesting Date ): The date on which the Performance Rights become eligible for exercise, subject to meeting the specified performance conditions.

3. ( Expiry Date ): The last day the Performance Rights are active.

4. ( Vesting Period ): The period between the valuation / issue and vesting date. During this period the Right / Option cannot be exercised, and the vesting conditions are measured.

5. ( Option Life ): The period between the issuance date and expiry of the Right.

6. ( Stock Price ): This is the spot price of the underlying security as at the date prior to the valuation date.

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1. ( Exercise Price ): Performance Rights have a nil exercise price.

2. ( Dividends ): The company at the time of valuation does not pay a dividend.

3. ( Expected Future Volatility ): Expected future volatility of Sun Silver Limited's share price determined by analysing the historical volatility of its peers over relevant trading periods. Given that the option life extends beyond the trading history of ASX:SS1, we have utilized an average annualized volatility of 98.23%, based on both historical and recent trading trends of the company, to estimate the expected volatility for the Performance Rights.

4. ( Employee Exit Rate ): Based on research conducted in MCSI’s “Entrenched Board” study conducted in 2015. Per this report the average director tenure within Australian ASX listed companies is 6.2 years which equates to a 16% annual employee exit rate.

5. ( Risk Free Rate ): Determined based on the yields of Commonwealth bonds using the period which most closely corresponds to the maximum life of the Performance Rights. The interest rates are measured as the closing rate on the business day prior to the Valuation date, with rates disclosed by the Reserve Bank of Australia. The closing yield applicable for a 5-year bond is 3.86%.

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Schedule 7 Summary of material terms of the Plan

A summary of the material terms and conditions of the Plan is set out below:

• (a) ( Eligible Participant ): Eligible Participant means a person that has been determined by the Board to be eligible to participate in the Plan from time to time and is an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company. This relevantly includes, amongst others:

• (i) an employee or director of the Company or an individual who provides services to the Company;

• (ii) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;

• (iii) a prospective person to whom paragraphs (i) or (ii) apply;

• (iv) a person prescribed by the relevant regulations for such purposes; or

• (v) certain related persons on behalf of the participants described in paragraphs (i) to (iv) (inclusive).

• (b) ( Maximum allocation ) The Company must not make an offer of Securities under the Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:

• (i) the total number of Plan Shares (as defined in paragraph (m) below) that may be issued or acquired upon exercise of the convertible securities offered; plus

• (ii) the total number of Plan Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period,

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

The maximum number of equity securities proposed to be issued under the Plan for the purposes of Listing Rule 7.2, Exception 13 will be as approved by Shareholders from time to time ( ASX Limit ). This means that, subject to the following paragraph, the Company may issue up to the ASX Limit under the Plan without seeking Shareholder approval and without reducing its placement capacity under Listing Rule 7.1.

The Company will require prior Shareholder approval for the acquisition of equity securities under the Plan to Directors, their associates and any other person whose relationship with the Company or a Director or a Director’s associate is such that, in ASX’s opinion, the acquisition should be approved by Shareholders. The issue of Securities with Shareholder approval will not count towards the ASX Limit.

• (c) ( Purpose ): The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

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• (d) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.

• (e) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

• (f) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

• (g) ( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

• (h) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

• (i) ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

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Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

• (j) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

• (k) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

• (l) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• (m) ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

• (n) ( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

• (o) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

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If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

• (p) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

• (q) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

• (r) ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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Sun Silver Limited | ABN 86 665 307 433

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

for Securityholder registration.

Your proxy voting instruction must be received by 11.00am (AWST) on Tuesday, 27 May 2025 , 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.

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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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://automicgroup.com.au.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE:

https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Sun Silver Limited, to be held at 11.00am (AWST) on Thursday, 29 May 2025 at Level 39 Central Park, 152-158 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 Resolutions 1, 7, 8, 9 and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 7, 8, 9 and 10 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

STEP 2 - Your voting direction	STEP 2 - Your voting direction	STEP 2 - Your voting direction	STEP 2 - Your voting direction	STEP 2 - Your voting direction	STEP 2 - Your voting direction	STEP 2 - Your voting direction
SAMP Resolutions 1 Remuneration Report 2 Appointment of Auditor 3 Election of Director – Shaun Hardcastle 4 Election of Director – Nathan Marr 5 Election of Director – Dean Ercegovic 6 Approval of 7.1A Mandate (additional 10% placement capacity) 7 Approval to issue MD Performance Rights – Andrew Dornan 8 Approval to issue Performance Rights – Shaun Hardcastle 9 Renewed approval of Employee Securities Incentive Plan 10 Approval of potential termination benefits under the Plan Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not 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							For Against Abstain to vote on that Resolution on a show of hands or on 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).