SUREFIRE RESOURCES NL — AGM Information 2023

Oct 31, 2023

NOTICE OF ANNUAL GENERAL MEETING

Surefire Resources NL (ASX:SRN) wishes to advise that the Company's Annual General Meeting will be held at 10:00am on Thursday 30 November 2023 at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA.

The attached Notice of Meeting and a personalised Proxy Form will be sent by either email or posted to eligible shareholders.

Shareholders are strongly encouraged to register with the Company's share registry, and select to receive all Company communications electronically in an attempt to obviate the delaying issues of receiving printed documents.

The registry may be contacted as follows:

• 1. post to Advanced Share Registry Limited, 110 Stirling Highway, Nedlands WA 6009 or PO Box 1156, Nedlands WA 6909;
• 1. facsimile to Advanced Share Registry Limited at (08) 9262 3723 or International: +61 8 9262 3723;
• 1. email to admin@advancedshare.com.au; or
• 1. online at www.advancedshare.com.au/investor-login.

Authorised for release by:

Rudolf Tieleman, Company Secretary

About Surefire Resources:

Surefire Resources is an Australian mineral exploration company based in Perth, Western Australia (WA). The company holds mineral exploration licences over a variety of resources located in WA. Its focus is on adding value to shareholders by advancing its Victory Bore vanadium critical and battery minerals project, located close to existing infrastructure and currently in Pre-Feasibility stage. In addition, its large high grade Iron project and it's Gold project have potential to add considerable value to the company.

ACN 083 274 024

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT

AND

PROXY FORM

Date of Meeting Thursday 30 November 2023

Time of Meeting 10:00am

Place of Meeting

45 Ventnor Avenue WEST PERTH WA 6005

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

Notice of Meeting

Notice is hereby given that the 2023 Annual General Meeting (Meeting) of Surefire Resources NL (Surefire or SRN or Company) will be held at 45 Ventnor Avenue, West Perth, Western Australia on Thursday 30 November 2023 at 10:00 am (AWST).

The Explanatory Statement to this Notice provides information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice.

Capitalised terms and abbreviations used in this Notice and Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary.

All Resolutions will be conducted by poll.

2023 FINANCIAL STATEMENTS AND REPORTS

To receive the Financial Report, together with the Directors' Report and the Auditor's Report, for the financial year ended 30 June 2023.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

"That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company's 2023 Annual Report be and is hereby adopted."

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

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 1 by, or on behalf of, a member of the key management personnel as disclosed in the Remuneration Report, or a closely related party of those persons. However, this does not apply to a vote cast in favour of a resolution by a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or 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.

RESOLUTION 2 – RE-ELECTION OF MR VLADIMIR NIKOLAENKO AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 13.2 of the Constitution and for all other purposes, Mr Nikolaenko retires by rotation as a Director and, being eligible and having offered himself for re-election, be re-elected a Director of the Company."

RESOLUTION 3 – RE-ELECTION OF MR PAUL BURTON AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 13.4 of the Constitution and for all other purposes, Mr Paul Burton, a Director who was appointed as an additional director on 6 February 2023 retires and being eligible and having offered himself for re-election, is re-elected as a

Director of the Company."

Notice of Meeting

RESOLUTION 4 – APPROVAL TO GRANT OF OPTIONS TO PAUL BURTON

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

"That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue (on the terms and conditions outlined in the Explanatory Statement) of 30,000,000 Options to acquire FP Shares (exercisable at $0.018716 each, expiring on the date which is the earlier of two years from their date of issue, or date of cessation of employment as designated Managing Director) to Mr Burton (and/or his nominee/s) on the terms and conditions outlined in the Explanatory Statement and in Annexure A, and further resolve that this constitutes reasonable remuneration for the purposes of Chapter 2E of the Corporations Act."

Voting exclusion: For the purposes of Listing Rule 7.3, the Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Paul Burton and any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or an associate of that person excluded from voting. However, this does not apply to a vote cast in favour of a resolution by: (i) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (ii) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (iii) a holder acting solely in a nominee, trust, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (1) 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 (2) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 5 – APPROVAL OF 10% ADDITIONAL PLACEMENT CAPACITY

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

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totaling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A2 and on the terms and conditions set out in the Explanatory Statement."

OTHER BUSINESS

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

PROXIES

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 encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• a proxy need not be a member of the Company; and
• 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.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying Proxy Form and return it in accordance with its instructions prior to 10:00am (AWST) on 28 November 2023 by:

• 1. post to Advanced Share Registry Limited, 110 Stirling Highway, Nedlands WA 6009 or PO Box 1156, Nedlands WA 6909;
• 1. facsimile to Advanced Share Registry Limited at (08) 9262 3723 or International: +61 8 9262 3723;
• 1. email to admin@advancedshare.com.au; or
• 1. online at www.advancedshare.com.au/investor-login.

If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

Notice of Meeting

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 10:00 am (AWST) on 28 November 2023 will be entitled to attend and vote at the General Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting.

ELECTRONIC COMMUNICATION;

All Shareholders may elect to receive communications from the Company's share registry electronically. To provide or update your email address, please contact the Company's share registry.

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

VOTING OF PROXIES

The Proxy Form accompanying this Notice confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice and any other matters that may properly come before the Meeting. At the time of printing this Notice, management knows of no such amendment, variation or other matter.

Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of Proxy Form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy).

By order of the Board.

Rudolf Tieleman Company Secretary Date: 31 October 2023

This Explanatory Statement accompanies and comprises part of the notice (Notice) convening the Annual General Meeting (Meeting) of Shareholders of Surefire Resources NL to be held 10:00am Thursday 30 November 2023.

Capitalised terms in this Explanatory Statement are defined in the Glossary.

All Resolutions will be conducted by poll.

FINANCIAL STATEMENTS AND REPORTS

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 30 June 2023.

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

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

• (a) discuss the Annual Report which is available online from the Company's website at www.surefireresources.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, the preparation and content of the Auditor's Report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Company's auditor if the question is relevant to:

• (a) the content of the Auditor's Report; or
• (b) the conduct of the audit of the Annual Report to be considered at the AGM,

may be submitted no later than 5 business days before the Meeting to the Company by email to info@surefireresources.com.au or delivered to the Company's registered office.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

Section 250R of the Corporations Act requires the Company to put the Remuneration Report to members for adoption. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the Key Management Personnel. Copies of the Annual Report are available by contacting the Company's share registry or visiting the Company's web site www.surefireresources.com.au .

The vote of the members is advisory only and does not bind the Directors of the Company.

Following consideration of the Remuneration Report, members will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the 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 Chair intends to exercise all available proxies in favour of Resolution 1.

RESOLUTION 2 – RE-ELECTION OF MR VLADIMIR NIKOLAENKO AS A DIRECTOR

2.1 Introduction

Mr Nikolaenko was appointed as a Director on 27 July 2017. He retires in accordance with the Listing Rules and the Company's Constitution and, being eligible, offers himself for re-election.

Mr Nikolaenko has over 30 years of commercial experience in exploration, project evaluation, development and operations, predominantly focused in the base metals, gold and diamond sectors. He has a depth of management and corporate expertise in the operation of public companies and has held the position of managing director of four public companies over a period of more than 20 years involved in exploration and production, property development and technology.

He has held no directorships in other public companies in the past 3 years.

Further details in relation to Mr Nikolaenko's remuneration, interests in and services to the Company are set out in the Annual Report. The Board considers Mr Nikolaenko to not be an independent Director.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders present and eligible to vote (in person, by proxy, by attorney or , in the case of a corporate Shareholder, by a corporate representative).

2.2 Directors' Recommendation

The Directors, except Mr Nikolaenko, who has an interest in this Resolution, recommend Shareholders vote in favour of Resolution 2.

The Chair intends to exercise all undirected proxies in favour of Resolution 2.

RESOLUTION 3 – RE-ELECTION OF MR PAUL BURTON AS A DIRECTOR

3.1 General

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

Pursuant to Article 13.4 of the Company's Constitution, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders.

Mr Burton, having been appointed by other Directors on 6 February 2023, will retire in accordance with the Constitution and being eligible, seek election from Shareholders.

3.2 Qualifications and other material directorships

Mr Burton is an experienced natural resources executive, CEO and Managing Director with a successful career spanning 30 years in exploration and mining for a range of different commodities having worked throughout Australia and internationally, and is one of the most experienced professionals in critical minerals projects notably vanadium and its products and battery minerals.

He is a geologist and graduate from McGill University, Canada; a graduate of the Australian Institute of Directors and AusIMM. He has managed successful corporate activities, mineral exploration, feasibility, FEED, and research study programs and in training and mentoring staff having previously held senior and executive roles at Anglo American, De Beers Ltd, Normandy Mining Ltd and Minotaur Exploration Ltd.

Mr Burton was most recently at TNG Ltd, (now TiVan Ltd), where he was instrumental in resource discoveries and establishing a portfolio of quality exploration assets driving the company to a market capital value of over $100M and developing of the companies critical mineral Vanadium and battery mineral alternative energy strategies.

3.3 Independence

The Board considers Mr Paul Burton to not be an independent Director.

3.4 Board recommendation

The Directors, except Mr Burton, who has an interest in the Resolution, recommend Shareholders vote in favour of Resolutions 3.

The Chair intends to exercise all undirected proxies in favour of Resolution 3.

RESOLUTION 4 – ISSUE OF OPTIONS TO PAUL BURTON

4.1 General

As a condition to Mr Burton's appointment as Managing Director, the Board agreed to issue him (and/or his nominee) with 30,000,000 options to acquire Fully Paid Shares upon the terms set out in Annexure A to this Explanatory Statement, exercisable at a price which is now known to be 1.8716 cents ($0.018716) each, expiring on a date which is the earlier of two years from their date of issue, or date of cessation of his employment. The options are subject to vesting conditions which are detailed in Annexure "A". The Company considers that offering incentive options is appropriate to attract and retain the right calibre of professionals to the Company with the appropriate mindset for a junior explorer. Equity-based incentives/remuneration help align the interests of employees/contractors with shareholders in that the employees/contractors thereby have a vested interest in seeing the delivery of value to shareholders through share price appreciation.

Upon the milestone's being achieved and the resulting payment of the exercise price being made, the resultant Fully Paid Shares shall rank equally with the Shares currently quoted as ASX:SRN.

$561,480 will be raised by the Company upon, and in the event that all the Options are exercised.

Resolution 4 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

4.2 Chapter 2E of the Corporations Act – related party transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or
• (b) prior Shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

Resolution 4 provides for the grant of Options to a related party which is a financial benefit requiring Shareholder approval unless an exemption from the requirement for such approval applies. For the purpose of Chapter 2E of the Corporations Act the following information is provided.

The related party to whom the proposed Resolutions would permit the financial benefit to be given

Subject to Shareholder approval, the Options the subject of Resolution 4 will be granted to Mr Burton (or his nominee/s), within one month of the passing of the Resolutions. Mr Burton is a Director of the Company and is therefore classified as related parties.

The nature of, reasons for, and basis for the financial benefit

The proposed financial benefit is the grant of 30,000,000 Options to Mr Burton or his nominee/s, for no issue price. Each Option will allow Mr Burton to subscribe for one Fully Paid Share in the Company. The Options will have an exercise price of $0.018716 per share and are expected to expire on 1 December 2025.

The Options will form part of Mr Burton's remuneration for services as the Company's managing director and constitutes reasonable remuneration for the purposes of Chapter 2E of the Corporations Act.

Options are considered to be an appropriate incentive given the Company's current size and stage of development, being an exploration company with limited cash reserves. If Mr Burton is to derive any intrinsic value from the exercise of the Options, the market price of SRN Shares must firstly be in excess of the milestones set in the terms and conditions detailed in Annexure A and also be in excess of the exercise price, being $0.018716 per share. The Options represent an incentive to Mr Burton to get the fully paid ASX:SRN share price up, not just to the level of the exercise price but well above that price in order that the Options will be deep in the money so that they can realise a significant gain from the disposal of their interests in the Options, thus aligning their personal interests with those of other Shareholders.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

• (a) Resolution 4, if passed, will have the effect of giving power to the Directors to grant 30,000,000 Options to Mr Burton, or his respective nominee/s and the Option issue will be excluded in calculating SRN's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Option issue Date.
• (b) If Resolution 4 is not passed, the Company will not be authorised to issue the Options.
• (c) The exercise of the Options is subject to the terms and conditions as set out in Annexure A to this Explanatory Statement and as otherwise mentioned above.
• (d) The Directors have valued the Options using the Australian Accounting Standards approved Black-Scholes European Option Pricing Model.
• (e) The total (indicative) value of the Options is outlined in Table 1. If Options granted to Mr Burton, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the other Shareholders.

Table 1 - Details of Director Options

NameRelationship	Number ofoptions	Exercise priceper option	Expiry date	Vesting	Value UsingBlack-ScholesSee Note (i) below
Mr Paul BurtonManaging Director	30,000,000	$0.018716	Expected tobe1.12.2025	In accordance with thevesting conditions detailedin clause 10 of Annexure A	$102,000

Note (i) - Option Valuation Inputs

Details	Inputs
Share price for underlying fully paid ordinary Shares – closing price on 24 October 2023	$0.0136
Exercise price	$0.018716
Risk free rate	4.236
Volatility	76%
Start date	1 December 2023
Expiry date	30 November 2025
Discount factor attributed to non-tradability, vesting milestones	25%
Value per Option	$0.0034

This valuation may not be the final value for accounting purposes but is based on assumptions detailed above and subject to audit by the Company's auditors.

Applying the valuation methodology prescribed by the employee share scheme provisions of the Income Tax Assessment Act, the Options have minimal value. The Company believes that the employee share scheme provisions of Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) will be applicable to the Options.

(f) As at the date of this Notice, the issued capital of the Company comprised 1,654,934,906 FP Shares and 258,785,323 partly-paid Shares. If all Options granted as proposed above are exercised, and assuming no other equity issues, the effect will be to dilute the Shareholding of existing fully paid Shareholders as per the table below:

Current FP Shares on issue	1,654,934,906
Proposed issue of FP Shares upon exercising of Options to begranted to Mr Burton	30,000,000
Expanded FP Shares	1,684,934,906
Dilutionary effect	1.8%

Mr Burton's current relevant interest in securities of the Company comprises 9,667,191 Fully Paid Shares.

(g) Whilst the fully paid ordinary Shares of the Company are traded on ASX, there is no agreement to list the Options on ASX.

(h) Subject to the vesting conditions of the executive options being satisfied, the Options to acquire Fully Paid Shares can be converted to Fully Paid Shares by the payment of 0.018716 cents ($0.018716) each. The market price of the Company's Shares during the term of the Options will normally determine whether or not the Option holder exercises the Options. It is probable that the Options will only be exercised if the vesting conditions are satisfied and the price at which FP Shares are trading exceeds variously, and in accordance with those vesting conditions, 50% uplift ($0.02246), 100% uplift ($0.029946) and 200% uplift ($0444919).

• (i) Mr Burton currently receives annual managing director's fees of $300,000, plus statutory superannuation entitlements.
• (j) The Options will be issued as remuneration for the provision of managing directorial services.
• (k) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Statement, the Directors do not consider, from an economic and commercial point of view, there are any costs or detriments, including taxation consequences for the Company or benefits foregone by the Company, in granting the Options to Mr Burton or his nominee/s pursuant to Resolution 4 EXCEPT FOR the cost of foregoing the opportunity to issue the Options for cash and the downstream potential to dilute the capital structure of the Company.
• (l) Save as set out herein, neither the Company nor any of the Directors is aware of any other information that would be reasonably required by Shareholders for them to make a decision in relation to the financial benefits contemplated by this Resolution 4.

4.3 ASXLR 10.11 and 10.13

Unless an exception detailed in ASXLR 10.12 applies, the Company must not issue or agree to issue equity securities to any persons as detailed in ASXLR 10.11.1 to 10.11.5 inclusive without the approval of the holders of its ordinary securities. No such exception applies and SRN has agreed to issue Options to Mr Burton as a director (being a related party, and to associates, as defined) subject to receiving Shareholder approval.

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 and is detailed hereunder:

• (a) the Options will be issued to Mr Burton (or his nominee/s).
• (b) the issues will be made to a related party or an associate of that person;
• (c) the maximum number of Options to be issued is 30,000,000;
• (d) the Options are to acquire Fully Paid Shares with $0.018716 each being payable upon exercise and they are expected to expire on or about 1 December 2025 and otherwise on the terms and conditions outlined in Annexure A;
• (e) the Options will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow) but are expected to be issued on the day after approval being granted at the Meeting;
• (f) the Options will be issued for no consideration;
• (g) Mr Burton currently receives annual managing director's fees of $300,000, plus statutory superannuation entitlements.
• (h) the purpose of the issue to Directors is a cost effective and efficient means for the Company to provide an incentive and motivate the contribution of special exertion without routine claims to be paid in cash for the same;
• (i) the person to be issued with the Options is a director and therefore classified as a related party under ASXLR 10.11.1 and/or associates of that person as defined in ASXLR 10.11.4 or 10.14.5;
• (j) the Options will be issued pursuant to an approval being given at this meeting; and
• (k) a voting exclusion statement is included in the Notice.

4.3 Directors Recommendation

All Directors, except Mr Burton, recommend Shareholders vote in favour of Resolution 4. Mr Burton does not make a recommendation about Resolution 4 as he will receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.

The Chair intends to exercise all undirected proxies in favour of Resolution 4.

RESOLUTION 5 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities up to an additional 10% of its issued capital.

Accordingly, the effect of Resolution 5, if passed, will be to allow the Company to issue that number of Equity Securities that is equal to 10% of the number of Shares that are on issue during the period ending on the date that is 12 months after the Meeting (Additional Placement Capacity), in addition to the 15% permitted under ASX Listing Rule 7.1 and without subsequent Shareholder approval.

If Shareholders approve Resolution 5, the total number of Equity Securities the Company may issue pursuant to the Additional Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 5.2 below).

As at the date of this Notice, the Company has 1,654,934,906 fully paid ordinary Shares on issue. The Company currently has the remaining capacity to issue 244,668,806 Equity Securities under ASX Listing Rule 7.1 and 165,493,490 Equity Securities under ASX Listing Rule 7.1A.

If Resolution 5 is passed, the Company will have the new capacity to issue 165,493,490 Equity Securities under ASX Listing Rule 7.1A once the existing approved capacity expires on 21 November 2023.

If Resolution 5 is not passed, the Company will not be able to access the Additional Placement Capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in ASX Listing Rule 7.1.

Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

Set out below is more background information on ASX Listing Rule 7.1A and the specific disclosures required by ASX Listing Rule 7.3A.

5.2 Description of ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek Shareholder approval by special resolution at its annual general meeting to have the Additional Placement Capacity.

An entity will be an "Eligible Entity" if, as at the date of the relevant annual general meeting, the relevant entity:

a) is not included in the S&P/ASX300 Index; and

b) has a maximum market capitalization (excluding restricted securities and securities quoted on a deferred settlement basis) equal to or less than $300 million.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $23 million.

Pursuant to the Additional Placement Capacity, the Company may only issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the class of the Company's Equity Securities that are quoted on ASX are Shares (ASX:SRN).

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E Where:

• A is the number of fully paid ordinary shares on issue at commencement of the relevant period:
  • (i) plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
  • (ii) plus the number of Shares issued in the relevant period on the conversion of convertible securities within ASX 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
• 1. the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rules 7.1 or 7.4;
• (iii) plus the number of fully paid ordinary Shares issued in the relevant period under an agreement to issue securities with ASX Listing Rule 7.2 exception 16 where;
  • 1. the agreement was entered into before the commencement of the relevant period; or
  • 1. the agreement or issue was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rules 7.1 or 7.4;
• (iv) plus the number of any other Shares issued in the relevant period with approval under ASX Listing Rules 7.1 or 7.4;
• (v) plus the number of partly paid shares that became fully paid ordinary Shares in the relevant period;
• (vi) less the number of fully paid ordinary Shares cancelled in the relevant period.
• D is 10%;
• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by holders of Shares under Listing Rule 7.4.

Relevant period means the 12 month period immediately preceding the date of the issue or agreement.

The Company, as at the date of the Notice, has on issue two classes of Equity Securities, being listed fully paid Shares (ASX:SRN), and unlisted partly-paid Shares.

5.3 Information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the Company provides the following information:

(a) Minimum Issue Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price (VWAP) of securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the securities are to be issued is agreed; or
• (ii) if the securities are not issued within 10 trading days of the above date, the date on which the securities are issued.
• (b) Date of Issue

Equity Securities may be issued under the Additional Placement Capacity during the period commencing on the date of the Meeting an expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting;
• (ii) The time and date of the Company's next annual general meeting; and
• (iii) The date of approval by Shareholders of any transaction under the ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under ASX Listing Rule 7.1A ceases to be valid), (Additional Placement Capacity Period).
• (c) Risk of Voting Dilution

If Equity Securities are issued pursuant to the Additional Placement Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (i.e. the date of Meeting, if Resolution 5 is passed); and
• (ii) Equity Securities may be issued under the Additional Placement Capacity at a discount to the market price for those securities on the issue date,

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

The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula in Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Shares on issue as at the date of this Notice.

The Board is of the view that the Scenarios 2 and 3 are unlikely to arise, however certain aspects of these scenarios are specifically required to be set out by the ASX Listing Rules and are therefore included as per those rules. Accordingly, the assumptions below are hypothetical and should not be viewed as an indication as to future issue prices, the performance of the Company's Share price or the number of shares on issue.

The table assumes differing numbers of Shares on issue (i.e. variable "A" in the above formula) and issue prices for Shares over three scenarios, but in each scenario, it is assumed that the Company issues the maximum number of Shares available under the Additional Placement Capacity. For example:

• (i) Variable "A" differs across each scenario. Scenario 1 assumes there is no change to the number of Shares on issue. Scenarios 2 and 3 then assume an increase of 50% and 100% (respectively) to the number of Shares on issue. There may be an increase in the number of Shares on issue as a result of issues that do not require Shareholder approval (i.e. a pro rata entitlement offer).
• (ii) Within each scenario, three different issue prices for the Shares are assumed. One of the issue prices is the closing Share price on 24 October 2023 (being the last practicable trading day prior to the date of this Notice). The other two issue prices then assume a 50% decrease to that closing Share price and a 100% increase to that price.

		Dilution
Number of Shares onissue	Issue Price perShare	$0.007	$0.014	$0.028
("A" in ASX Listing Rule7.1A.2)		50% decrease inIssue Price	Issue Price(i.e. closing priceon 24 October2023)	100% increase inIssue Price
Scenario 1Current Variable A(Shares)	10% dilution	165,493,490 FP Shares
1,654,934,906 FP Shares	Funds raised	$1,158,454$2,316,909		$4,633,818
Scenario 250% increase in VariableA (Shares)	10% dilution	248,240,235 FP Shares
2,482,402,358 FP Shares	Funds raised	$1,737,682	$3,475,363	$6,950,727
Scenario 3100% increase in VariableA (Shares)	10% dilution	330,986,981 FP Shares
3,309,869,811 FP Shares	Funds raised	$2,316,909	$4,633,818	$9,267,635

The scenario-analysis in the above table has been prepared on the following assumptions:

• (i) There are currently 1,654,934,906 fully paid ordinary Shares on issue as at the date of this Notice of Meeting.
• (ii) The issue price set out in the fourth column above is the closing price of the Shares on ASX on 24 October 2023 (being the last practicable trading date prior to the date of this Notice).
• (iii) The Company issues the maximum possible number of Shares under the Additional Placement Capacity.
• (iv) 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%.

• (v) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional Placement Capacity, based on that Shareholder's holding at the date of the Meeting.
• (vi) Other than as indicated in the table, the Company does not issue any additional Shares during the Additional Placement Capacity period.
• (vii) The table shows only the effect of issues of Shares under ASX Listing Rule 7.1A, not under the existing 15% placement capacity under ASX Listing Rule 7.1.
• (viii) No Options are exercised or Partly-Paid Shares converted into Fully Paid Shares during the Additional Placement Capacity Period and before the date of the issue of the Shares.
• (ix) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• (d) Purpose of Issue under Additional Placement Capacity

The issue under ASX Listing Rule 7.1A can only be made for cash consideration. The purpose of any issue would be set out for Shareholders at the time of such an issue. However, in general terms, the Company could issue Equity Securities under the Additional Placement Capacity to raise cash to fund the Company's forward exploration and development work programs, for general working capital expenses, or acquiring new assets (including any expenses associated with such an acquisition).

(e) Allocation Policy under the Additional Placement Capacity

The identity of places for the issue of Equity Securities under the Additional Placement Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

Accordingly, the recipients of any Equity Securities to be issued under the Additional Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the Additional Placement Capacity, having regard to the following factors:

• i) The purpose of the issue;
• ii) Alternative methods for raising funds available to the Company at the time, including, but not limited to, a pro-rata entitlement offer or other offer where existing Shareholders may participate;
• iii) The effect of the issue of the Equity Securities on the control of the Company;
• iv) The circumstances of the Company, including, but limited to, the financial position and solvency of the Company;
• v) Prevailing market conditions; and
• vi) Advice from corporate, financial and broking advisors (if applicable).
• (f) Previous Approval Under ASX Listing Rule 7.1A

The Company has not issued any Equity Securities under ASX Listing Rules 7.1A.2 in the 12 months preceding the date of this Meeting.

(g) Proposed Issue of Equity Securities

At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under ASX Listing Rule 7.1A.2. As such, no voting exclusion statement is required for this Notice.

5.4 Directors' Recommendation

Based on the information available, including the information contained in this Explanatory Statement, all of the Directors consider that this Resolution is in the best interests of the Company and recommend that Shareholders vote in its favour. The Directors have formed this view as the passing of this Resolution will provide greater flexibility when considering future capital raising opportunities. The passing of this Resolution will increase the Directors' ability to issue new Shares permitted by the Listing Rules without requiring Shareholder approval.

This Resolution 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 Chair intends to exercise all undirected proxies in favour of Resolution 5.

Glossary

$ means Australian dollars. Additional Placement Capacity has the meaning given in Section 5.1 of the Explanatory Statement. Additional Placement Capacity Period has the meaning given in Section 5.3 of the Explanatory Statement. AGM, Annual General Meeting or Meeting means the meeting convened by the Notice. Annual Report means the Directors' Report, the Financial Report and Auditor's report in respect of the financial year ended 30 June 2023 (copies of which have been sent to Shareholders who have made an election to receive it and copies of which are available on the Company's web site www.surefireresources.com.au ). Associate has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited. ASX Listing Rules means the Listing Rules of ASX. Auditor's Report means the auditor's report on the Financial Report. AWST means Australian Western Standard Time as observed in Perth, Western Australia. Board means the current board of directors of the Company. Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means Mr Vladimir Nikolaenko, or (if Mr Nikolaenko does not wish to act in that capacity) such other person appointed to chair the Meeting in accordance with the Constitution. Closely Related Party of a member of the Key Management Personnel means: a spouse or child of the member; a child of the member's spouse; a dependent of the member or the member's spouse; anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity; a company the member controls; or a person prescribed by the Corporations Regulations 2001 (Cth). Company or SRN means Surefire Resources NL (ACN 083 274 024). Constitution means the Company's constitution. Contributing Share means a partly-paid Share on issue prior to this Meeting having calls unpaid and yet to be called. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Equity Securities has the same meaning as in the Listing Rules. Explanatory Statement means the explanatory statement accompanying the Notice. Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities. FP Shares means fully paid Shares Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form. Option means an option to acquire a Share. Option holder means a holder of an Option. Proxy Form means the proxy form accompanying the Notice. Remuneration Report means the section of the Directors' Report contained in the Annual Report entitled "remuneration report". Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires. Share means an ordinary share in the capital of the Company. Shareholder means a holder of a Share. Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Annexure A

SUREFIRE RESOURCES NL (SRN or the Employer) TERMS AND CONDITIONS EXECUTIVE OPTIONS EXPIRING ON OR ABOUT 1 DECEMBER 2025

The Options are issued on the following terms:

• 1. Each Executive Option will be exercisable at a price (Exercise Price), calculated as being twenty five percent (25%) higher than the one (1) intra-day Volume Weighted Average Price (VWAP) of ASX:SRN on the ASX trading day immediately before the day of commencement of employment (Nominated Share Price) - for clarity, the Nominated Share Price has been determined as being 1.4973 cents ($0.014973) and the Exercise Price has been determined as being 1.8716 cents ($0.018716).
• 1. Each Option entitles the holder to subscribe for one fully paid ordinary share (Share) in Surefire Resources NL (Employer) upon the payment of the Exercise Price per Share subscribed for.
• 1. Any of the Options that have not been exercised will lapse at the earlier of the following (the applicable time and date being the Expiry Date):
  • a. at 5:00 pm on the date which is two years from date of issue, expected to be on or about 1 December 2025; or
  • b. the date on which the Executive ceases to be employed in the designated role as Managing Director, or at the discretion of and with prior written consent of the Board;
• 1. The Options are transferable with leave of the Employer board of directors.
• 1. There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled (as a consequence of holding Option) to participate in new issues of capital that may be offered to shareholders during the currency of the Option.
• 1. Subject to Clause 10 being satisfied, the Option holder has the right to exercise Options prior to the date for determining entitlements to any capital issues to the then existing shareholders of the Employer made during the currency of the Options, and will be granted a period of at least 10 business days before closing date to exercise the Options.
• 1. In the event the Employer proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.
• 1. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Employer, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
• 1. Unless approved otherwise by the Employer on a case-by-case basis (with no obligation on the Employer to do so), Options can only be exercised in parcels of not less than 1,00,000.
• 1. The Executive Options shall vest upon the following milestones being achieved:
  • a.An initial 10,000,000 Executive Options shall vest upon the 10-day volume weighted average price of the Employer's ASX:SRN shares (the Employer's 5-day ASX:SRN VWAP) being at or above a price which is 50% greater than the Nominated Share Price;
  • b.A further 10,000,000 Executive Options shall vest upon the 10-day volume weighted average price of the Employer's ASX:SRN shares (the Employer's 5-day ASX:SRN VWAP) being at or above a price which is 100% greater than the Nominated Share Price; and
  • c. A further 10,000,000 Executive Options shall vest upon the 10-day volume weighted average price of the Employer's ASX:SRN shares (the Employer's 5-day ASX:SRN VWAP) being at or above a price which is 200% greater than the Nominated Share Price.
• 1. Subject to Clauses 9 and 10, the Options shall be exercisable at any time during the period (Exercise Period) ending on the Expiry Date by: (a) the delivery to the registered office of the Employer of a notice in writing (Notice) stating the intention of the Option holder to exercise all or a specified number of Options held by the Option holder accompanied by an Option certificate and cleared funds for the subscription monies for the Shares; or (b) such other form and method as may be approved by the Employer from time to time. The Notice and cleared funds must be received by the Employer during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the remaining Options but in any such instance the Employee must indemnify the Employer from and against out of pocket expenses arising as a consequence of any such exercise (including the cost of giving instructions for and for preparing and filing a Form 2A on exercise and the fees raised by ASX (including Clearing House or Operations) as a consequence of any such exercise (being presently minimum circa $1,900 +GST).
• 1. The Employer shall allot the resultant Shares and deliver a statement of shareholdings with a holders' identification number within 5 business days of exercise of the Options.
• 1. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Employer in all respects.

LODGE YOUR PROXY APPOINTMENT ONLINE

• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login
• MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

	ANNUAL GENERAL MEETINGI/We being shareholder(s) of Surefire Resources NL and entitled to attend and vote hereby:	PROXY FORM
	APPOINT A PROXY
P 1STE	The Chair ofORthe Meeting			PLEASE NOTE: If you leave the section blank, theChair of the Meeting will be your proxy.
	or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, asmy/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if nodirections have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company tobe held at 45 Ventnor Avenue, West Perth, Western Australia on Thursday, 30 November 2023 at 10:00 am (WST) and at anyadjournment or postponement of that Meeting.
	Chair's voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. Inexceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASXannouncement will be made immediately disclosing the reasons for the change.
	Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of theMeeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy onResolution 1 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly orindirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
	VOTING DIRECTIONS
P 2STE	Resolutions				ForAgainst	Abstain*
	1Adoption of Remuneration Report				◼◼	◼
	◼◼2Re-election of Mr Vladimir Nikolaenko as a Director					◼
	◼◼◼3Re-election of Mr Paul Burton as a Director
	◼◼◼4Approval to grant of Options to Paul Burton
	◼◼◼5Approval of 10% Additional Placement Capacity
	[[[[[* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of handsor on a poll and your votes will not be counted in computing the required majority on a poll.
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
P 3STE	Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)		Joint Shareholder 3 (Individual)
	Sole Director and Sole Company Secretary			Director
	Director/Company Secretary (Delete one)This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder's attorney,the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividendremittance, and selected announcements.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person's name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company's key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes "For", "Against" or "Abstain" opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
• (b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

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

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00 am (WST) on 28 November 2023, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au IN PERSON
  • Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

ALL ENQUIRIES TO

Telephone: +61 8 9389 8033