TECHGEN METALS LTD — AGM Information 2021

Oct 14, 2021

ASX ANNOUNCEMENT

(ASX: TG1)

15[th] October 2021

2021 Annual General Meeting

TechGen Metals Ltd (ASX: TG1) (the Company) provides the following documents regarding the 2021 Annual General Meeting.

Notice of 2021 Annual General Meeting

Sample proxy form

Authorised for release by the Board of TechGen Metals Ltd

For further information, please contact:

Mr Ashley Hood Managing Director P: +61 6557 6606

E: ashley.hood@techgenmetals.com.au

www.techgenmetals.com.au

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TechGen Metals Limited

(ACN 624 721 035)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Tuesday 16 November 2021

9:00am AWST

To be held by virtual means https://us02web.zoom.us/webinar/register/WN_3ddtZzqpTNmwrmh0SsCE4Q

and in person

683 Murray Street, West Perth, WA 6005

The Annual Report is available online at techgenmetals.com.au

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 6557 6606.

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NOTICE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of TechGen Metals Limited (ACN 624 721 035) ( Company ) will be held by virtual means via https://us02web.zoom.us/webinar/register/WN_3ddtZzqpTNmwrmh0SsCE4Q

and in person at 683 Murray Street, west Perth, 6005 on Tuesday, 16 November 2021 commencing at 9:00am AWST (meeting)

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this 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 at 9:00am AWST on Thursday, 14 October 2021.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors’ Report for the financial year ended 30 June 2021 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition

In accordance with section 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 whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

• (a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

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2. Resolution 2 – Re-election of Director – Andrew Jones

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

“ That, for the purposes of clause 14.2 of the Constitution and for all other purposes, Andrew Jones, a Director who was appointed on 10 February 2020, retires, and being eligible for reelection, is elected as a Director with immediate effect ”

3. Resolution 3 – Re-election of Director – Maja McGuire

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

“ That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Maja McGuire, a Director who was appointed on 24 November 2020, retires, and being eligible, is re-elected as a Director .”

4. Resolution 4 – Re-election of Director – Sathiaseelan (Rick) Govender

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

“ That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Sathiaseelan (Rick) Govender, a Director who was appointed 24 December 2020, retires, and being eligible, is re-elected as a Director .”

5. Resolution 5 – Approval to issue Corporate Advisor Options

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 4,000,000 Options to Vert Capital on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Vert Capital); or

• (b) an Associate of that person (or those persons).

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

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

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

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

• (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 directors given by the beneficiary to the holder to vote in that way.

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6. Resolution 6 – Approval of 10% Placement Facility

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 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 terms and conditions in the Explanatory Memorandum.”

Dated: 15 October 2021

BY ORDER OF THE BOARD

Sathiaseelan (Rick) Govender Company Secretary

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held by virtual means via https://us02web.zoom.us/webinar/register/WN_3ddtZzqpTNmwrmh0SsCE4Q

and in person at 683 Murray Street, West Perth, 6005 on Tuesday, 16 November 2021 commencing at 9:00am AWST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken b Shareholders y

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

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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 invited and encouraged to participate in the Meeting via virtual means or attend in person and are encouraged to lodge a directed 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 via virtual means or voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend via virtual means/ or in person 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.

Shareholders and their proxies should be aware that:

• (a) If proxy holders vote, they must cast all directed proxies as they are directed to; and

• (b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

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Proxy vote if appointment specifies way to vote

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

• (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); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must only vote on a poll; and

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (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).

Transfer of non-chair proxy to Chair in certain circumstances

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; and

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

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) 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.

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

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Voting Prohibition by Proxy Holders

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 as proxy if the vote is not cast behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution; or

• (b) the person is the Chair and the appointment of the Chair as proxy:

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• (i) does not specify the way the proxy is to vote on Resolution 1; and

• (ii) expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel.

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Submit your Proxy Vote Online

Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.

Or alternatively:

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Submit your Proxy Vote by Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL	Automic Group GPO Box 5193, Sydney NSW 2001;
BY HAND	Automic Group Level 5, 126 Phillip Street, Sydney NSW 2000
BY MOBILE	Scan the QR Code on your proxy form and follow the prompts
CUSTODIAN VOTING	For Intermediary Online subscribers only (custodians) please visit https://investor.automic.com.au/#/loginsah to submit your voting intentions

3. Annual Report

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

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report which is available online at www.techgenmetals.com.au;

• (b) ask questions or make comment on the management of the Company;

• (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 the content of the Auditor’s Report; and

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• (b) the conduct of the audit;

• (c) accounting policies 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 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office.

4. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors’ Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more 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) who were in office at the date of approval of the applicable Directors’ Report will cease to hold office immediately before that further meeting but may stand for reelection.

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

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

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

5. Resolution 2 – Re-election of Director - Andrew Jones

Clause 14.2 of the Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

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The Directors to retire at an annual general meeting are those who have been longest in the office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 14.2 of the Constitution is eligible for reelection.

In determining the number of Directors to retire, no account is to be taken of:

• (a) a Director who only holds office until the next annual general meeting pursuant to clause 14.4; and/or

• (b) a Managing Director,

each of whom are exempt from retirement by rotation. As such, Maja McGuire, Rick Govender and Ashley Hood are excluded from rotation and therefore Andrew Jones will retire in accordance with clause 14.2 of the Constitution and being eligible, seeks re-election.

Details of Andrew Jones’ background and experience is set out in the Annual Report.

The Board (excluding Andrew Jones) recommends that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Re-election of Director – Maja McGuire

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director 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.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Maja McGuire having been appointed on 24 November 2020 will retire in accordance with clause 14.4 of the Constitution and being eligible seeks re-election.

Details of Maja McGuire’s background and experience is set out in the Annual Report.

The Board (excluding Maja McGuire) recommends that Shareholders vote in favour of Resolution 3. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 3.

7. Resolution 4- Re-election of Director – Sathiaseelan (Rick) Govender

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director 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.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

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Sathiaseelan (Rick) Govender having been appointed on 24 December 2020 will retire in accordance with clause 14.4 of the Constitution and being eligible seeks re-election.

Details of Sathiaseelan (Rick) Govender’s background and experience is set out in the Annual Report.

The Board (excluding Sathiaseelan (Rick) Govender) recommends that Shareholders vote in favour of Resolution 4. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 4.

8. Resolution 5 – Approval to issue Corporate Advisor Options

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Background

The Company entered into a corporate advisory mandate with Vert Capital Pty Ltd ( Vert Capital ) dated 31 August 2021 ( Mandate ) pursuant to which Vert Capital agreed to be appointed to act as corporate advisor to the Company on a non-exclusive basis.

The key material terms of the Mandate are as follows:

• (a) Vert Capital will provide corporate advisory and broker services to the Company for a term of 12 months commencing on 1 September 2021;

• (b) in consideration for Vert Capital’s services, the Company will:

• (i) pay Vert Capital a monthly corporate advisory fee of A$5,000 plus GST payable in cash, commencing 1 September 2021; and

• (ii) subject to shareholder approval, issue to Vert Capital (and/or their nominee/s), 4,000,000 Options each with an exercise price of $0.30, and expiring 3 years from the date of issue ( Corporate Advisory Options ). The Corporate Advisory Options will be issued at $0.00001;

• (c) Vert Capital or the Company may terminate the Mandate by seven days’ notice in writing to that effect if either party commits or allows to be committed a material breach of any of the terms or conditions of the Mandate or if any warranty or representation given or made by the other party is not complied with or proves to be untrue in any respect. The Mandate may be terminated immediately by notice in writing to that effect if either party becomes insolvent, has a receiver, administrative receiver or manager or administrator appointed over the whole of or any of their assets, enters any composition with creditors generally or has an order made or resolution passed for it to be wound up or if a court makes an administration order with respect to the other party or any composition in satisfaction of its debts of or a scheme of arrangement of the affairs of the other party. Termination by either party without cause will require the full amount of the outstanding balance of the twelve month term to be due and payable to the other party in full within five business days of termination of the Mandate.

The Mandate otherwise contains warranties, indemnities and other terms considered standard for an agreement of this nature.

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Requirements under Listing Rules

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which

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represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 5 seeks Shareholder approval for the issue of the Corporate Advisory Options for the purposes of Listing Rule 7.1.

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Corporate Advisory Options pursuant to the terms of the Mandate. In addition, the issue of the Corporate Advisory Options will be excluded in calculating the Company’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 issue date.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Corporate Advisory Options unless the issue of the Corporate Advisory Options is able to be made following the Meeting from the Company’s 15% placement capacity under Listing Rule 7.1, in which case, the Company will have a reduced ability to issue equity securities without Shareholder approval over the 12 month period following the issue date.

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Additional information required by Listing Rule 7.1

Pursuant to Listing Rule 7.1 the following information is provided in respect of the proposed issue of the Corporate Advisory Options under Resolution 5:

• (a) the Corporate Advisory Options will be issued to Vert Capital (and/or its nominees). Vert Capital (and/or its nominees) is not a Related Party of the Company;

• (b) a total of 4,000,000 Corporate Advisory Options will be issued;

• (c) the Corporate Advisory Options will be exercisable at $0.30, expiring 3 years from the date of issue and otherwise will be issued on the terms and conditions set out in Schedule 2;

• (d) the Corporate Advisory Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (e) the Corporate Advisory Options will be issued at $0.00001 each;

• (f) the Corporate Advisory Options will be issued for the purpose of satisfying the Company’s obligation under the Mandate;

• (g) the Corporate Advisory Options are being issued under the Mandate, a summary of which is set out in section 8.1 above;

• (h) the Corporate Advisory options are not being issued under, or to fund, a reverse takeover; and

• (i) a voting exclusion statement is included in the Notice.

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Board Recommendation

The Directors of the Company believe Resolution 5 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

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9. Resolution 6 – Approval of 10% Placement Facility

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General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements commencing from the date of the Meeting where the Company obtains the approval until the earlier of the following:

• (a) the date that is 12 months after the date of the Meeting at which the approval is obtained;

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

• (c) the time and date of the approval of Shareholders of a transaction under Listing Rule 11.1.2 or 11.2 in respect of the Company,

( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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 currently has a market capitalisation of approx. $9,193,879 million and is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact 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 Section 9.2(c) below).

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Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

(b) Equity Securities

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 Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Shares (ASX: TG1).

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting any issue or agree to issue, during the 12 month period after the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

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(A x D) – E

Where:

• A is number of shares on issue at the commencement of the relevant period:

• (A) plus the number of fully paid shares issued in relevant period 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 relevant period on 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 approved, or taken to have been approved, under Listing Rule 7.1 or 7.4;

• (C) plus the number of fully paid shares issued in relevant period under an agreement to issue securities within Listing Rule 7.2 Exception 16 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 approved, or taken to have been approved, under Listing Rule 7.1 or 7.4;

• (D) plus the number of partly paid shares that became fully paid in the 12 months;

• (E) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• (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 an entity’s 15% 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 issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1A and Listing Rule 7.3A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

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At the date of this Notice, the Company has on issue 52,536,452 Shares and therefore has a capacity to issue:

• (i) 7,880,468 Equity Securities under Listing Rule 7.1; and

• (ii) 5,253,645 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 9.2(c) above).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be 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:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; 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.

• (f)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

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

• (iii) the time and date of the approval by shareholders 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),

or such longer period if allowed by ASX ( 10% Placement Period ).

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Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

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) on the Resolution.

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Specific information required by Listing Rule 7.3A

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

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities 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 Equity Securities are to be issued is agreed; 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.

• (b) If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:

• (i) the market price for the Company’s Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than of 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.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table shows:

• (iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (iv) two examples of where the issue price or ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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Variable “A” in Listing Rule 7.1A.2	Shares Issued - 10% Voting Dilution		Dilution
		$0.0875 50% decrease in Issue Price	$0.175 Issue Price	$0.35 100% increase in Issue Price
			Funds Raised
Current Variable “A” 52,536,452 Shares	5,253,645 Shares	$459,694	$919,388	$1,838,776
50% increase in current Variable “A” 78,804,678 Shares	7,880,468 Shares	$689,541	$1,379,082	$2,758,164
100% increase in current Variable “A” 105,072,904 Shares	10,507,290 Shares	$919,388	$1,838,776	$3,677,552

Note

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

2. No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

3. 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 at 10%.

4. 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 the Shareholder’s holding at the date of the Meeting.

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

6. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

7. The issue price is $0.175, being the closing price of the Shares on ASX on 21 September 2021.

8. (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

9. (d) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration and general working capital.

10. (e) The Company will comply with the disclosure obligations under the Listing Rules 7.1A(4) upon issue of any Equity Securities.

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TG1 Draft Notice of Annual General Meeting 24.09.21 final

• (f) 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 the 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 issue or other issue in which existing security holders can participate;

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

• (iii) the 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 Shareholders who are not Related Parties or associates of a Related Party of the Company.

• (g) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (h) For the purpose of ASX Listing Rule 14.1A (and in addition to the disclosure in clause 9.4(b) above):

• (i) if Resolution 6 is passed, the Directors will be able issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1; and

• (ii) if Resolution 6 is not passed, the Directors will not be able issue the Equity Securities under Listing Rule 7.1A, and will have to either rely on its existing 15% placement capacity under Listing Rule 7.1 (from time to time), or (in the event that the Company’s 15% placement capacity is exhausted) the Company will be required to obtain prior shareholder approval under Listing Rules 7.1 before being able to issue such Equity Securities (which may result in the Company incurring further time and expense).

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. As such, no voting exclusion statement has been included in the Notice.

The Directors of the Company believe Resolution 6 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

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Schedule 1– Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

• 10% Placement Facility has the meaning given in Section 9.1.

• 10% Placement Period has the meaning given in Section 9.2(f).

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2021.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor’s Report means the auditor’s report on the Financial Report.

Board means the board of Directors.

Business Day means:

• (a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this 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 TechGen Metals Limited (ACN 624 721 035).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporate Advisory Options has the meaning contained in section 8.1(b).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors’ Report means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities contained in the Annual Report.

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Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means 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.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

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

Proxy Form means the proxy form attached to the Notice.

Related Party has the meaning set out in the ASX Listing Rule 10.11.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Two Strikes Rule has the meaning in Section 4.

VWAP means volume weight average price.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

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Schedule 2 –Terms and Conditions of Corporate Advisory Options

The Director Options have been issued on the following terms and conditions:

• (a) The exercise price of each Corporate Advisory Option is $0.30 ( Exercise Price

• (b) The Corporate Advisory Options are exercisable on or before 3 years from the date of issue ( Expiry Date ).

• (c) Each Corporate Advisory Option will automatically lapse if not exercised on or before the Expiry Date.

• (d) Each Corporate Advisory Option shall entitle the holder to subscribe for and to be allotted one ordinary fully paid share in the capital of the Company ( Share ) upon exercise of the Corporate Advisory Option and payment to the Company of the Exercise Price.

• (e) A Corporate Advisory Option may be exercised by the option holder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the statement for the Corporate Advisory Option, to the Company’s share registry. If the option holder holds more than one Corporate Advisory Option, the Corporate Advisory Options may be exercised in whole or in part.

• (f) A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.

• (g) Subject to any restrictions in the ASX Listing Rules, within 14 days of receipt of a properly executed notice of exercise and the required application moneys, the number of Shares specified in the notice will be allotted.

• (h) Each statement will bear a suitable form of notice of exercise of the Corporate Advisory Options, endorsed on the back of the statement, for completion by the option holder (if required). If the Corporate Advisory Options comprised in any such statement are exercised in part only, before the Expiry Date, the Company will issue the option holder with a fresh statement for the balance of the Corporate Advisory Options held and not yet exercised.

• (i) The period during which the Corporate Advisory Options may be exercised will not be extended.

• (j) The option holder is not entitled to participate in new issues of securities offered to shareholders of the Company. The option holder can participate in new issues of securities offered to shareholders of the Company if the Corporate Advisory Option is exercised before the relevant record date for that new issue.

• (k) If from time to time before the expiry of the Corporate Advisory Options the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (a “Bonus Issue”), other than in lieu of a dividend payment, then upon exercise of a Corporate Advisory Option the option holder will be entitled to have issued to it, in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise, additional Shares in the Company. The number of additional Shares is the number of Shares which would have been issued to it under that Bonus Issue (“Bonus Shares”) if on the date on which entitlements were calculated it had been registered as the holder of the number of Shares which it would have been

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TG1 Draft Notice of Annual General Meeting 24.09.21 final

registered as holder if immediately before that date it had exercised its Corporate Advisory Option. The Bonus Shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue will rank equally in all respects with the other Shares allotted upon exercise of the Corporate Advisory Options.

• (l) In the event of any reconstruction (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Corporate Advisory Options, all rights of the option holder, will be reconstructed (as appropriate) in accordance with the ASX Listing Rules applying to a re-organisation of capital at the time of the re-organisation.

• (m) Shares allotted pursuant to the exercise of the Corporate Advisory Options will rank equally with the then issued Shares of the Company.

• (n) The Corporate Advisory Options are not transferrable and quotation of the Corporate Advisory Options will not be sought.

• (o) The Company undertakes to apply for official quotation by ASX of all Shares allotted pursuant to the exercise of any Corporate Advisory Options, within 10 business days of the date of allotment of those new Shares.

• (p) Other than as referred to above, the Corporate Advisory Option does not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised.

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