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TechGen Metals Limited (ACN 624 721 035)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Friday, 29 November 2024

12:00pm AWST

Mining Corporate Board Room, Level 8, 216 St Georges Terrace, Perth WA 6000

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

This Notice of Annual 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 +61 (8) 9481 0389.

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 in person at Mining Corporate Board Room, Level 8, 216 St Georges Terrace, Perth WA 6005 on Friday, 29 November 2024 commencing at 12:00pm AWST.

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 4:00pm AWST on Wednesday, 27 November 2024.

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 2024, 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 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 2024 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.

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

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

“That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Andrew Jones, a Director who was appointed on 10 February 2020 (and reelected on 16 November 2021), retires, and being eligible for re-election, is elected as a Director with immediate effect.”

3. Resolution 3 – 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.”

4. Resolution 4 – Ratification of prior issue of Shares to StocksDigital

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 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

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

(a) a person who participated in the issue or is a counterparty to the agreement being approved; or
(b) any Associate of that person or those persons.

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

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

5. Resolution 5 – Ratification of prior issue of Options to StocksDigital

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 7.4 and for all other purposes, Shareholders ratify the issue of 250,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

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

(a) a person (or persons) who participated in the issue or is a counterparty to the agreement being approved; or
(b) an Associate of that person or those persons.

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

(a) a person as a proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair on this 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 this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 6 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,819,885 Placement Shares under the Company’s Listing Rule 7.1 capacity, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement participants); 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.

7. Resolution 7 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1A

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,713,257 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

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

(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement participants); or
(b) any Associate of that person or those persons.

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

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

8. Resolution 8 – Approval to issue Placement 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 up to 10,177,714 Placement Options on the terms and conditions set out in the Explanatory statement.”

Voting Exclusion

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

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

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

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

9. Resolution 9 – Approval to issue Lead Manager Options

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,000,000 Lead Manager Options on the terms and conditions set out in the Explanatory statement.”

Voting Exclusion

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

(a) a person (or persons) 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); or
(b) an Associate of that person (or those persons) who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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

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

10. Resolutions 10(a)-(c) – Approval to issue Options to

Directors

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

“That for the purposes of section 195(4) and section 208 of the Corporations Act and ASX Listing Rule 10.14, and for all other purpose, approval is given for the Company to issue:

(a) 2,500,000 Director Options to Ms Maja McGuire (and/or her nominees);
(b) 2,500,000 Director Options to Mr Ashley Hood (and/or his nominees); and
(c) 2,500,000 Director Options to Mr Andrew Jones (and/or his nominees);

on the terms and conditions set out in the Explanatory Memorandum .”

Voting Exclusion

The Company will disregard any votes cast in favour of:

(a) Resolution 10(a) by or on behalf of:
(i) the person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Ms Maja McGuire (and/or her nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
(ii) an Associate of that person or those persons;
(b) Resolution 10(b) by or on behalf of:

(i) the person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Mr Ashley Hood (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
(ii) an Associate of that person or those persons;
(c) Resolution 10(c) by or on behalf of:
(i) the person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Mr Andrew Jones (and/or his nominees) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or
(ii) an Associate of that person or those persons;

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

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

Voting Prohibition Statement

In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 10 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party.

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

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

Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if:

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

Dated 22 October 2024

BY ORDER OF THE BOARD

Aida Tabakovic Company Secretary

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 in person at Mining Corporate Board Room, Level 8, 216 St Georges Terrace, Perth WA 6000 on Friday, 29 November 2024 commencing at 12:00pm 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, 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.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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.

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 not vote on a show of hands; 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, or is otherwise required under section 250JA, on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(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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Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolutions 1 and 10(a)–(c) unless you have directed them how to vote.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolutions 1 and 10(a)–(c), by marking “For”, “Against” or “Abstain” for each of those resolutions.

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Submit your Proxy Vote

Online At www.investorvote.com.au By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile Scan the QR Code on your proxy form and follow the prompts Custodian For Intermediary Online subscribers only (custodians) please visit voting www.intermediaryonline.com 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;
(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

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General

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 upwards 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.

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

A Director who retires by rotation under clause 14.2 of the Constitution and Listing Rule 14.4 is eligible for re-election.

Accordingly, Andrew Jones ( Mr Jones ) will retire in accordance with clause 14.2 of the Constitution and Listing Rule 14.4, and being eligible, seeks re-election.

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Qualifications

Mr Jones was appointed as a Director on the 10 February 2020 (and re-elected on 16 November 2021). Mr Jones has more than 20 years’ experience as a geologist in the resources sector and has worked throughout Australia, in West Africa, Southern Africa and

South America. Mr Jones has geology qualifications from RMIT University and the University of Tasmania. Mr Jones has experience in a range of mineral commodities and has been involved in the discovery of new mineral deposits, extensions to known mineral resources at operating mine sites and has been involved in several feasibility studies for commodities including gold, copper and nickel-cobalt.

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Board recommendation

The Board (excluding Mr 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 – 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 $5,553,299.85 (as of 10 October 2024) 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 6.2(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 3 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 two classes of quoted Equity Securities, being Shares (ASX: TG1) and Listed Options (ASX: TG1O).

(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 may 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:

(A x D) – E

Where:

A is the number of fully paid ordinary securities on issue at the commencement of the relevant period:
(A) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than Exception 9,16 or 17;
(B) plus the number of fully paid ordinary securities issued in relevant period on the conversion of convertible securities within Listing Rule 7.2 Exception 9 where:
- (1) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
- (2) the issue of, or agreement to issue, the convertible securities approved, or taken to have been approved, under Listing Rule 7.1 or 7.4;
(C) plus the number of fully paid ordinary securities issued in relevant period under an agreement to issue securities within Listing Rule 7.2 Exception 16 where:
- (1) the agreement was entered into before the commencement of the relevant period; or
- (2) the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;
(D) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4;
(E) plus the number of partly paid ordinary securities that became fully paid in the relevant period;
(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 relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 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.

At the date of this Notice, and subject to Resolutions 4 to 7, the Company has on issue 158,665,710 Shares and therefore has a capacity to issue:

(i) 23,799,856 Equity Securities under Listing Rule 7.1; and
(ii) 15,866,571 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 6.2(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 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 Meeting at which the approval is obtained;
(ii) the time and date of the entity’s next annual general meeting; or
(iii) the time and date of the approval by shareholders of the eligible entity’s ordinary securities of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

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Listing Rule 7.1A

The effect of Resolution 3 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 3 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 3 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:

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

Variable “A” in Listing Rule 7.1A.2	Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.0175 50% decrease in Issue Price	$0.035 Issue Price	$0.07 100% increase in Issue Price
Current Variable “A” 158,665,710 Shares	10% Voting Dilution	15,866,571 Shares	15,866,571 Shares	15,866,571 Shares
	Funds raised	$277,665	$555,330	$1,110,660
50% increase in current Variable “A 237,998,565 Shares	10% Voting Dilution	23,799,857 Shares	23,799,857 Shares	23,799,857 Shares
	Funds raised	$416,497	$832,995	$1,665,990
100% increase in current Variable “A” 317,331,420 Shares	10% Voting Dilution	31,733,142 Shares	31,733,142 Shares	31,733,142 Shares
	Funds raised	$555,330	$1,110,660	$2,221,320

Note

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
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;
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%.
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.
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.
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.
The issue price is $0.035, being the closing price of the Shares on ASX on 10 October 2024.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 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).
(d) The Company can only issue 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.
(e) The Company will comply with the disclosure obligations under the Listing Rule 7.1A(4) upon issue of any Equity Securities.
(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 previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 24 November 2023. In the 12 months preceding the date of this 2024 Annual General Meeting, the Company issued a total of 20,430,085 Equity Securities under Listing Rule 7.1A, representing 26.47% of the total number of Equity Securities on issue at 24 November 2023. Details of the Equity Securities issued under Listing Rule 7.1A in the preceding 12-month period are set out in Schedule 2.
(h) For the purpose of ASX Listing Rule 14.1A (and in addition to the disclosure in clause 6.4(b) above):
(i) if Resolution 3 is passed, the Directors will be able 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; and
(ii) if Resolution 3 is not passed, the Directors will not be able to issue the Equity Securities under Listing Rule 7.1A, and will have to either rely on the Company's 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 this Notice.

The Directors of the Company believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

7. Resolution 4 – Ratification of prior issue of Shares to StocksDigital

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General

On 29 April 2024, the Company issued 1,000,000 Shares in consideration for services provided by S3 Consortium Pty Ltd (ACN 135 239 968) trading as StocksDigital ( StocksDigital ), pursuant to an agreement between the Company and StocksDigital to provide investor relation services to the Company ( StocksDigital Agreement ).

The material terms of the StocksDigital Agreement are as follows:

(a) Term: 12 months
(b) Fees: $120,000 plus GST, to be paid as follows:
(i) upfront component consisting of –
- (A) 1,000,000 Shares,
- (B) 250,000 Listed Options, issued on the terms and conditions set out in Schedule 7, and
- (C) $6,000 cash (being the GST component); and
(ii) monthly payment of $5,000 plus GST for 12 months

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1 ( Ratification ).

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ASX Listing Rule 7.1 and 7.4

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Shares 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 4 is not passed, the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

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Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

(a) the Shares were issued to StocksDigital;
(b) 1,000,000 Shares were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1;

(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(d) the Shares were issued on 24 April 2024;
(e) the Shares were issued for nil cash consideration in satisfaction of services provided by StocksDigital;
(f) the purpose of the issue was to satisfy the Company’s obligations under the StocksDigital Agreement;
(g) the Shares were issued pursuant to the StocksDigital Agreement, a summary of the material terms of this agreement is set out in Section 7.1 above; and
(h) a voting exclusion statement is included in Resolution 4 of this Notice.

The Directors of the Company believe Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

8. Resolution 5 – Ratification of prior issue of Options to StocksDigital

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General

On 24 April 2024, the Company issued 250,000 Listed Options in consideration for services provided by StocksDigital, pursuant to the StocksDigital Agreement (as summarised at Section 7.1 above).

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1.

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Listing Rules 7.1 and 7.4

A summary of ASX listing Rule 7.1 and 7.4 is set out in section 7.2 above.

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Technical information required by ASX Listing Rule 14.1A

If Resolution 5 is passed, the 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 Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

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Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 5:

(a) the Options were issued to StocksDigital;
(b) 250,000 Listed Options were issued pursuant to the Company’s placement capacity under ASX Listing Rule 7.1;
(c) the Options have been issued on the terms and conditions set out in Schedule 7;
(d) the Options were issued on 24 April 2024;
(e) the Options were issued for nil cash consideration in satisfaction of services provided by StocksDigital;
(f) the purpose of the issue was to satisfy the Company’s obligations under the StocksDigital Agreement;
(g) the Options were issued pursuant to the StocksDigital Agreement, a summary of the material terms of this agreement is set out in Section 7.1 above; and
(h) a voting exclusion statement is included in Resolution 5 of this Notice.

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.

9. Resolution 6 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1

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Background

On 26 September 2024, the Company announced that it had received firm commitments from institutional and sophisticated investors to raise up to a total value of $915,994 (before costs) ( Placement ). The Placement comprised of the issuing of 30,533,142 Shares at an issue price of $0.03 per Share ( Placement Shares ), together with one free attaching unlisted Option for every three Placement Shares subscribed for, exercisable at $0.045, expiring 3 years from the date of issue ( Placement Options ). The Placement Options are subject to Shareholder approval (the subject of Resolution 8).

The funds raised will be used primarily to advance the Ashburton Projects, Station Creek Project, Mt Boggola Project and the Kimberley Projects ( the Projects ).

Viriathus Capital Pty Ltd and Cumulus Wealth Management Pty Ltd acted as joint lead managers to the Placement ( Joint Lead Managers ) under a lead manager mandate ( Lead Manager Mandate )

The Placement Shares were issued on 7 October 2024 as follows:

(a) 17,819,885 Placement Shares issued pursuant to the Company’s ASX Listing Rule 7.1 capacity ( 7.1 Placement Shares ), being the subject of this Resolution 6; and
(b) 12,713,257 Placement Shares issued pursuant to the Company’s ASX Listing Rule 7.1A capacity ( 7.1A Placement Shares ), being the subject of Resolution 7.

Pursuant to this Resolution 6, the Company is seeking Shareholder approval to ratify the issue of the 7.1 Placement Shares, being 17,819,885 Shares.

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ASX Listing Rule 7.1 and Listing Rule 7.4

A summary of Listing Rule 7.1 and Listing Rule 7.4 is set out in Section 7.2 above.

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 6 seeks Shareholder approval to the Placement Shares under and for the purposes of Listing Rule 7.4.

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Technical Information required by ASX Listing Rule 14.1A

If Resolution 6 is passed, the 7.1 Placement Shares will be excluded in calculating the Company’s 15% and 10% 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 6 is not passed, the 7.1 Placement Shares will be included in calculating the Company's 15% and 10% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

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Technical Information required by ASX Listing Rule 7.5

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

(a) the 7.1 Placement Shares were issued to Placement Participants The Placement Participants were identified through a book build process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement.
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties, and issued more than 1% of the issued capital of the Company.
(c) 17,819,886 Shares were issued pursuant to the Company’s ASX Listing Rule 7.1 capacity;
(d) the 7.1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the 7.1 Placement Shares were issued on 7 October 2024;
(f) the issue price was $0.03 per Share;
(g) the purpose of the issue was to raise funds to advance the Projects;
(h) the 7.1 Placement Shares were not issued under an agreement; and
(i) a voting exclusion statement is set out in the Notice.

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

10. Resolution 7 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1A

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Background

As set out under Section 9.1, the 12,713,257 Placement Shares were issued under the Company’s ASX Listing Rule 7.1A capacity.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 7.1A Placement Shares.

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ASX Listing Rule 7.1A and Listing Rule 7.4

ASX Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to have the additional capacity to issue equity securities during any 12 month period up to that amount which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period, subject to that issue satisfying certain criteria.

A summary of ASX Listing Rule 7.4 is set out in Section 7.2 and can be used to ratify issues of Securities that were issued under ASX Listing Rule 7.1A.

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Technical information required by ASX Listing Rule 14.1A

If Resolution 7 is passed, the 7.1A Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 7 is not passed, the 7.1A Placement Shares will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

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Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 7:

(a) the 7.1A Placement Shares were issued to sophisticated and professional investors who are clients of the Joint Lead Managers ( Placement Participants ). The Placement Participants were identified through a book build process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties, and issued more than 1% of the issued capital of the Company;
(c) 12,713,257 Shares were issued pursuant to the Company’s ASX Listing Rule 7.1A capacity;
(d) the 7.1A Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

(e) the 7.1A Placement Shares were issued on 7 October 2024;
(f) the issue price was $0.03 per Share;
(g) the purpose of the issue was to raise funds to advance the Projects;
(h) the Shares were not issued pursuant to any agreement; and
(i) a voting exclusion statement is included in Resolution 7 of this Notice.

The Directors of the Company believe Resolution 7 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

11. Resolution 8 – Approval of issue of Placement Options

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General

A summary of the Placement and the Placement Options is set out in Section 9.1 above.

Resolution 8 seeks Shareholder approval for the issue of up to 10,177,714 Placement Options under the Placement.

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Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in Section 7.2 above.

The effect of Resolution 8 will be to allow the Company to issue the Placement Options pursuant to the Placement during the period of 3 months after the Meeting (or longer period if allowed by ASX), without using the Company’s 15% annual placement capacity.

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Technical information required by ASX Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to proceed with the issue of the Placement Options and the Placement 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 8 is not passed, the issue of the Placement Options can still proceed, but the Placement Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

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Technical information required by ASX Listing Rule 7.3

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

(a) the Placement Options will be issued to Placement Participants. The Placement Participants were identified through a book build process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants will be related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the

Company, advisers of the Company or an associate of any of these parties, and issued more than 1% of the issued capital of the Company;

(c)
a total of 10,177,714 Placement Options will be issued;
(d) the Placement Options will be issued on the terms and conditions set out in Schedule 3;
(e) the Placement Options will be issued no later than 3 months after the date of the Meeting;
(f)
the Placement Options will be issued for nil consideration;
(g)
the Placement Options will be issued to satisfy the terms of the Placement.
(h) the Placement Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 8 of this Notice.

The Directors believe this Resolution 8 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

12. Resolution 9 – Approval to issue Lead Manager Options

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General

Details of the Placement and the Joint Lead Managers are set out in Section 9.1 above.

Pursuant to the Lead Manager Mandate, the Joint Lead Managers will receive a 2% offer management fee (plus GST) of the total amount raised under the Placement, a 4% placement fee (plus GST) of the total amount raised and a DVP management fee of $7,500 (plus GST). The term of the Lead Manager Mandate is 3 months or until completion of the Placement, whichever occurs first. Upon completion, the Company will issue 3,000,000 unlisted Options exercisable at $0.045 and expiring 3 years from the date of issue ( Lead Manager Options ) to be split equally between the Joint Lead Managers, Viriathus Capital Pty Ltd and Cumulus Wealth Management Pty Ltd (and/or their nominees).

Resolution 9 seeks Shareholder approval for the issue of the Lead Manager Options to the Joint Lead Managers in consideration for the lead manager services provided by the Joint Lead Managers.

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Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in Section 7.2 above.

The effect of Resolution 9 will be to allow the Company to issue the Lead Manager Options pursuant to the Lead Manager Mandate during the period of 3 months after the Meeting (or longer period if allowed by ASX), without using the Company’s 15% annual placement capacity.

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Technical information required by ASX Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Placement Options and the Lead Manager 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 9 is not passed, the issue of the Lead Manager Options can still proceed, but the Lead Manager Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

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Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 9:

(a) the Lead Manager Options will be issued to the Joint Lead Managers, being Viriathus Capital Pty Ltd and Cumulus Wealth Management Pty Ltd;
(b)
a total of 3,000,000 unlisted Options will be issued;
(c) the Lead Manager Options will be issued on the terms and conditions set out in Schedule 3;
(d) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting;
(e)
the Lead Manager Options will be issued for nil consideration;
(f) the Lead Manager Options will be issued pursuant to the Lead Manager Mandate. A summary of the Lead Manager Mandate is set out in Section 12.1 above.
(g) the Lead Manager Options will be issued for the purpose of satisfying the Company’s obligations to pay the required fees under the Lead Manager Mandate;
(h) the Lead Manager Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 9 of this Notice.

The Directors believe this Resolution 9 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

13. Resolutions 10(a), (b) and (c)– Approval to Issue Options to Directors

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General

Resolutions 10(a)–(c) seek the approval of Shareholders for the issue of a total of 7,500,000 Options to Directors ( Director Options ) comprising 2,500,000 Director Option to Ms Maja McGuire ( Ms McGuire ), Mr Ashley Hood ( Mr Hood ) and Mr Andrew Jones ( Mr Jones ) ( Directors ) in accordance with sections 195(4) and 208 of the Corporations Act and Listing Rule 10.14 (to be issued under the TG1 Employee Securities Incentive Plan approved by Shareholders on 24 November 2023 ( Plan )).

The Company proposes to issue the Director Options as follows:

Director	Tranche	Number	Exercise Price	Expiry Date
Ms McGuire	Tranche 1	1,250,000	$0.07	3 years from date of issue
	Tranche 2	1,250,000	$0.0875	4 years from date of issue
Mr Hood	Tranche 1	1,250,000	$0.07	3 years from date of issue
	Tranche 2	1,250,000	$0.0875	4 years from date of issue
Mr Jones	Tranche 1	1,250,000	$0.07	3 years from date of issue
	Tranche 2	1,250,000	$0.0875	4 years from date of issue

The Director Options are being issued to incentivise and reward the Directors of the Company.

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Section 195(4) of the Corporations Act

Each of the Directors have a material personal interest in the outcome of Resolutions 10(a)– (c) (as applicable to each Director) by virtue of the fact that Resolutions 10(a)–(c) are concerned with the issue of Director Options to Directors. Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered.

In the absence of Shareholder approval under section 195(4) of the Corporations Act, the Directors may not be able to form a quorum at Board meetings necessary to carry out the terms of these Resolutions. The Directors have accordingly exercised their right under section 195(4) of the Corporations act to put the issue to Shareholders to determine.

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Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party of that public company unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes the issue of securities. For the purpose of the Meeting, a related party includes a director of the Company.

For the purposes of Chapter 2E of the Corporations Act, the Directors are related parties of the Company by virtue of the fact that they are Directors of the Company.

Section 208 of the Corporations Act provides that for a public company, or an entity that a public company controls, to give a financial benefit to a related third party of the public company, the public company or entity must:

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

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

For the avoidance of doubt, the Company is seeking the approval of Shareholders for the purposes of Chapter 2E of the Corporations Act in respect of the Director Options proposed to be issued to the Directors.

Given that all Directors have a material personal interest, the Directors cannot form a quorum to determine whether the giving of the financial benefit falls within an exception set out in Section 210 to 216 of the Corporations Act. Shareholder approval is therefore also sought for the purpose of Chapter 2E of the Corporations Act.

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ASX Listing Rule 14.1A

If Resolutions 10(a)–(c) are passed, the Company will be able to proceed with issuing 7,500,000 Director Options within three years after the date of the Meeting. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options (because approval is being obtained under Listing Rule 10.14), the issue of the Director Options will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolutions 10(a)–(c) are not passed, the Company will not be able to proceed with the issue of the 7,500,000 Director Options to the Directors and the Company may consider alternative forms of remuneration in lieu of such issue.

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ASX Listing Rule 10.14

Listing Rule 10.14 provides that Shareholder approval must be obtained where the Company issues, or agrees to issue, securities under an employee incentive scheme to a Director of the Company, an Associate of the Director, or a person whose relationship with the Company, Director or Associate of the Director is, in ASX’s opinion, such that approval should be obtained.

The issue of the Director Options falls within Listing Rule 10.14.1 as the Company intends to issue the Director Options under the Company’s Plan. Accordingly, the issue of the Director Options requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 10(a)–(c) seek the required Shareholder approval for the issue of Director Options to the Directors under and for the purposes of Listing Rule 10.14.

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Technical Information required by ASX Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 10(a)–(c):

(a) the Director Options will be issued to each of the existing Directors of the Company being Ms McGuire, Mr Hood and Mr Jones (and/or their nominees);
(b) each of Ms McGuire, Mr Hood and Mr Jones fall within the category of Listing Rule 10.14.1 by virtue of being Directors of the Company;
(c) the total number of Director Options to be issued to the Directors is 7,500,000 Director Options comprising:
(i) 2,500,000 Director Options to be issued to Ms McGuire, (and/or her nominee) comprising –

  - (A) 1,250,000 Director Options under Tranche 1, and

  - (B) 1,250,000 Director Options under Tranche 2;

(ii) 2,500,000 Director Options to be issued to Mr Hood, (and/or his nominee) comprising –
- (A) 1,250,000 Director Options under Tranche 1, and
- (B) 1,250,000 Director Options under Tranche 2;
(iii) 2,500,000 Director Options to be issued to Mr Jones, (and/or his nominee comprising –
- (A) 1,250,000 Director Options under Tranche 1, and
- (B) 1,250,000 Director Options under Tranche 2;
(d) a summary of the material terms of the Tranche 1 Director Options is set out in Schedule 4 and a summary of the material terms of the Tranche 2 Director Options is set out in Schedule 5;
(e) the Director Options will be granted to the Directors no later than three (3) years after the date of the Meeting;
(f) the Director Options will be issued for nil cash consideration and accordingly no funds will be raised;
(g) the Director Options valuation is shown in Schedule 6;
(h) the purpose of the issue is to incentivise the Directors;
(i) a summary of the material terms of the Plan is set out in Schedule 8;
(j)
there is no loan being made in respect of the Director Option;
(k) the relevant interests of the Directors in securities of the Company as at the date of this Notice are:

this Notice are:
Related Party	Shares	Options	Performance Rights
Ms McGuire	54,054	Nil	1,400,000
Mr Hood	4,131,387	Nil	4,000,000
Mr Jones	3,129,054	Nil	4,000,000

(l) the remuneration from the Company to each Director and their associates for the prior financial year and the proposed remuneration for the current financial year are set out below:

Related Party	Current Financial Year (ending 30 June 2025)1	Prior Financial year (ending 30 June 2024)1
Ms McGuire	$62,000	$55,000
Mr Hood	$205,000	$180,736
Mr Jones	$185,000	$120,136

1 Excluding superannuation

(m) no securities have previously been issued to the Directors under the Plan;
(n)
the Director Options are not being issued under any agreement;
(o) if the Director Options granted to the Directors are exercised, a total of 7,500,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 158,665,710 to 166,165,710 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing shareholders would be diluted by an aggregate of 4.51%;

The market price of Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

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

this Notice of Meeting	is set out below:
	Price	Date
Highest	$0.10	24 November 2023, 7 December 2023
Lowest	$0.023	1 November 2023, 6 November 2023
Last	$0.035	10 October 2024

(q) if Ms McGuire, Mr Hood and Mr Jones exercise all Director Options the subject of resolutions 10(a)–(c) and no other Shares were issued by the Company, they would hold 1.61%, 4.18% and 3.55% respectively of the issue capital of the Company, on an undiluted basis;
(r) in respect of Resolutions 10(a)–(c):
(i) the primary purpose of the grant of the Director Options is to reward the Directors and to provide cost effective consideration to the Directors for their ongoing commitment and contribution to the Company in their respective roles as Directors, whilst allowing the Company to maintain cash reserves for acquisitions and operations. In addition, the Board considers the grant of the Director Options to the Directors to be reasonable, given the necessity to attract high calibre professionals to the Company whilst maintaining the Company’s cash reserves;

(ii) the Board (other than in respect of the relevant Resolution that they have an interest in) considered the extensive experience and reputation of the relevant Director within the industry, the current market price of Shares and current market practices when determining the number and exercise price of the Director Options to be issued to the Directors. Relevantly, the exercise price of the Director Options is the price that is approximately one hundred per cent (100%) (for the first tranche of Options) and one hundred and fifty per cent (150%) (for the second tranche of Options) higher than the price of the Shares on ASX on the date when the consideration of the grant of the Director Options was decided by the Board; and
(iii) the Board does not consider there are any significant opportunity costs to the Company in issuing the Director Options to the Directors.
(s) each Director has a material personal interest in the outcome of Resolutions 10(a)– (c) on the basis that all the Directors (or their nominee/s) are to be issued Director Options. For this reason, the Directors do not believe that it is appropriate to make recommendations on Resolutions 10(a)–(c) of this Notice;
(t) details of the Director Options issued under the Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement confirming that approval for the issue of the Director Options was sought and obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Securities under the Plan after this Resolution is approved and who were not named in the Notice, will not participate until approval is obtained under the relevant Listing Rule;
(u) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass these Resolutions; and
(v) a voting exclusion statement is included for Resolutions 10(a)–(c) of this Notice.

SCHEDULE 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2(f)

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2024.

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.

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.

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.

Placement Participants has the meaning in Section 10.4

Proxy Form means the proxy form attached to the Notice.

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

Resolution means 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.

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

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

SCHEDULE 2 – Equity Shares Issued under Listing Rule 7.1A in 12 Months Preceding AGM

Date of issue
			Names of persons who
		Class/Type of equity
				Issue Price and	Rule pursuant to which
	Number issued		received securities or			Consideration
		security and
			basis on which those	discount	the Issue is made
		Summary of terms
			persons was determined



28 November 2023	7,716,828	Fully paid ordinary share issued on the same terms and conditions of the ordinary shares in the Company	The fully paid ordinary shares were issued to sophisticated and professional investors as part of a Placement announced on 21 November 2023. The Placement participants were identified through a bookbuild process which involved Viriathus Capital Pty Ltd and Cumulus Wealth Management Pty Ltd who acted as the Joint Lead Managers to the Placement	Issue Price: $0.056 per share Discount: 15.2% discount to market price being the last traded price on 16 November 2023	7,716,828 Fully paid ordinary shares issued pursuant to Listing Rule 7.1A.	Total cash consideration	$432,142
						Amount of cash consideration spent and description of what consideration was spent on	$Nil
						Amount of cash consideration remaining and Intended use for remaining cash consideration	$432,142 Intended use of remaining funds: The funds will be directed in driving forward the Company’s exploration and drilling activities across multiple projects, as well as portion of the funds being allocated to bolster the Company’s general working capital, ensuring operational continuity and providing flexibility for future growth opportunities.
						Non-cash consideration paid and current value of that non- cash consideration	N/A

Date of issue
			Names of persons who
		Class/Type of equity
				Issue Price and	Rule pursuant to which
	Number issued		received securities or			Consideration
		security and
			basis on which those	discount	the Issue is made
		Summary of terms
			persons was determined



7 October 2024	12,713,257	Fully paid ordinary share issued on the same terms and conditions of the ordinary shares in the Company	The fully paid ordinary shares were issued to sophisticated and professional investors as part of a Placement announced on 26 September 2024. The Placement participants were identified through a bookbuild process which involved Viriathus Capital Pty Ltd and Cumulus Wealth Management Pty Ltd who acted as the Joint Lead Managers to the Placement	Issue Price: $0.03 per share Discount: 14.3% discount to market price being the last traded price on 24 September 2024	12,713,257 Fully paid ordinary shares issued pursuant to Listing Rule 7.1A.	Total cash consideration	$381,398
						Amount of cash consideration spent and description of what consideration was spent on	$Nil
						Intended use for remaining cash consideration	$381,398 The proceeds from capital raising will be allocated to advancing antimony across Ashburton, WA project, advancing the Kimberley, WA projects, as well as portion of the funds being allocated to bolster the Company’s general working capital, ensuring operational continuity and providing flexibility for future growth opportunities.
						Non-cash consideration paid and current value of that non- cash consideration	N/A

SCHEDULE 3 – Terms and conditions of Placement Options and Lead Manager Options

The terms and conditions of the Placement Options and the Lead Manager Options are identical, being the following:

(a) The exercise price of each Option is $0.045 ( Exercise Price ).
(b) The expiry date of each Option is three years from the date of issue ( Expiry Date
(c) Each Option gives the Option holder the right to subscribe for one Share.
(d) Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(e) The amount payable upon exercise of each Option is the Exercise Price.
(f) The Options held by each Option holder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.
(g) An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number and class of options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

(h) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(i) Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price (and subject to the Company obtaining any necessary prior approvals from Shareholders or regulatory bodies for the issue of the Shares), the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(j) All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares.
(k) The Options are transferable subject to any transfer restrictions or escrow arrangements imposed by ASX or under applicable Australian securities laws and subject to meeting minimum quotation requirements under the ASX Listing Rules. The Company will not seek Official Quotation of the Options and the Options will remain unlisted.
(l) The Company will apply for quotation of all Shares issued pursuant to the exercise of Options on ASX within 5 Business Days after the date of issue of those Shares.
(m) If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(n) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 4 Business Days

after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(o) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

SCHEDULE 4 – Terms and conditions of Tranche 1 Director Options

The terms and conditions of the Tranche 1 Director Options are as follows:

(a) Entitlement

Subject to paragraph (m), each Director Option entitles the holder to subscribe for one Share upon exercise of the Director Option.

(b) Exercise Price

Subject to paragraphs (j) and (l), the amount payable upon exercise of each Director Option will be $0.07 ( Exercise Price ).

(c) Expiry Date

Each Director Option will expire three (3) years from the date of issue ( Expiry Date ). A Director Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

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

(e)

Notice of Exercise

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

(f)

Exercise Date

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

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

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

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Director Options.

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

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

(j) Reconstruction of capital

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

(k)

Participation in new issues

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

(l) Adjustment for rights issue

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Director Options, the Exercise Price will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(m)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of a Director Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Director Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(n) Unquoted

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

(o) Transferability

The Director Options are non-transferable, unless in a Special Circumstances as defined in the Company’s Employee Share Incentive Plan.

(p) Employee Share Incentive Plan

The Director Options are otherwise subject to the terms and conditions of the Company’s Employee Share Incentive Plan.

SCHEUDLE 5 – Terms and conditions of Tranche 2 Director Options

The terms and conditions of the Tranche 2 Director Options are as follows:

(a) Entitlement

Subject to paragraph (m), each Director Option entitles the holder to subscribe for one Share upon exercise of the Director Option.

(b) Exercise Price

Subject to paragraphs (j) and (l), the amount payable upon exercise of each Director Option will be $0.0875 ( Exercise Price ).

(c) Expiry Date

Each Director Option will expire four (4) years from the date of issue ( Expiry Date ). A Director Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

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

(e)

Notice of Exercise

(f)

Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

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

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Director Options.

(h)

Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

(j)

Reconstruction of capital

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

(k)

Participation in new issues

(l) Adjustment for rights issue

(m)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of a Director Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Director Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(n)

Unquoted

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

(o)

Transferability

The Director Options are non-transferable, unless in a Special Circumstances as defined in the Company’s Employee Share Incentive Plan.

(p) Employee Share Incentive Plan

The Director Options are otherwise subject to the terms and conditions of the Company’s Employee Share Incentive Plan.

SCHEDULE 6 – Valuation of Director Options

Options Valuations Summary	Tranche 1 Director Options	Tranche 2 Director Options
Number of instruments Underlying share price (c) Exercise Price (c) Expected Volatility Life of Options (years) Expected dividends Risk Free rate Value per instrument ($) Value per tranche ($)	3,750,000	3,750,000
	0.035	0.035
	0.07	0.0875
	267%	267%
	3	4
	nil	nil
	3.50%	3.58%
	0.039	0.04
	146,250 150,000 296,250

SCHEDULE 7 – Terms and conditions of StocksDigital Options

The terms and conditions of the Options are as follows:

(a) The exercise price of each Option is $0.12 ( Exercise Price ).
(b) The expiry date of each Option is 5 February 2026 ( Expiry Date
(c) The Company intends to seek quotation for the Option.
(d) Each Option gives the Option holder the right to subscribe for one Share.
(e) Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(f) The amount payable upon exercise of each Option is the Exercise Price.
(g) The Options held by each Option holder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.
(h) An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number and class of options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

(i) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(j) Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price (and subject to the Company obtaining any necessary prior approvals from Shareholders or regulatory bodies for the issue of the Shares), the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(k) All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares.
(l) The Options are transferable subject to any transfer restrictions or escrow arrangements imposed by ASX or under applicable Australian securities laws and subject to meeting minimum quotation requirements under the ASX Listing Rules.
(m) The Company will seek Official Quotation of the Options, subject to satisfying the quotation conditions of ASX Listing Rules.
(n) The Company will apply for quotation of all Shares issued pursuant to the exercise of Options on ASX within 5 Business Days after the date of issue of those Shares.
(o) If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(p) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 4 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(q) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

SCHEDULE 8 – Summary Terms of Plan

A summary of the terms of the Plan is set out below:

(a) ( Eligible Participant): Eligible Participant means a person that:
(i) is an ‘ESS participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company for an invitation made on or after 1 October 2022; and
(ii) has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) ( Purpose ): The purpose of the Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
(c) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion except to the extent that it prevents the Company relying on the deferred tax concessions under Subdivision B3A-C of the Income Tax Assessment Act 1997 (Cth). The Board may delegate its powers and discretion.
(d) ( Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

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

(e) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(f) ( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. Unless in ‘Special Circumstances’ (as defined in the Plan) with the consent of the Board, a Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(g) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
(h) ( Exercise of Convertible Securities and cashless exercise ): To exercise an Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation. A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
(i) ( Cashless exercise of Convertible Securities ): At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

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

If the difference between the total exercise price otherwise payable for the Convertible Securities being exercised and the then market Value of the Share at the time of exercise and the exercise price is zero or negative, then the Eligible Participant will not be entitled to use the cashless exercise facility.

(j) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
(k) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

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

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

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

(l) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection withthe change of control event.
(m) ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
(n) ( Disposal restrictions on Plan Shares): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(o) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

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

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

(p) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
(q) ( Compliance with Applicable Laws ): Notwithstanding the Plan rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws.

Where monetary consideration is payable by the Eligible Participant, and in respect to Convertible Securities where the Exercise Price on exercise of those Convertible Securities is greater than zero, the Company must reasonably believe when making an invitation:

(i) the total number of Plan Shares that are, or are covered by the Securities that may be issued under an invitation; and

(ii) the total number of Plan Shares that are, or are covered by the Securities that have been issued, or could have been issued in connection with the Plan in reliance on Division 1A of Part 7.12 of the Corporations Act at any time during the previous 3 year period prior to the date the invitation is made,

does not exceed:

(iii) if the Constitution specifies an issue cap percentage, that percentage; or
(iv) if the Constitution does not specify an issue cap percentage, 5% (or such other maximum permitted under any Applicable Law),

of the total number of Shares on issue at the date of the invitation.

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

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

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

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

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TECHGEN METALS LTD — AGM Information 2024

65913_rns_2024-10-28_3907aa78-ea86-465a-bf27-0cd7f7a77859.pdf

TechGen Metals Limited (ACN 624 721 035)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Friday, 29 November 2024

12:00pm AWST

Mining Corporate Board Room, Level 8, 216 St Georges Terrace, Perth WA 6000

NOTICE OF MEETING

AGENDA

Annual Report

1. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition

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

3. Resolution 3 – Approval of 10% Placement Facility

4. Resolution 4 – Ratification of prior issue of Shares to StocksDigital

Voting Exclusion Statement

5. Resolution 5 – Ratification of prior issue of Options to StocksDigital

Voting Exclusion Statement

6. Resolution 6 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1

Voting Exclusion Statement

7. Resolution 7 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1A

Voting Exclusion

8. Resolution 8 – Approval to issue Placement Options

Voting Exclusion

9. Resolution 9 – Approval to issue Lead Manager Options

Voting Exclusion

10. Resolutions 10(a)-(c) – Approval to issue Options to

Directors

Voting Exclusion

Voting Prohibition Statement

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken b Shareholders y

Proxies

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

Proxy Holders and Voting Instructions

Submit your Proxy Vote

3. Annual Report

4. Resolution 1 – Adoption of Remuneration Report

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

General

Qualifications

Board recommendation

6. Resolution 3 – Approval of 10% Placement Facility

General

( 10% Placement Facility ).

Description of Listing Rule 7.1A

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

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

(e)

Minimum Issue Price

(f)

10% Placement Period

( 10% Placement Period ).

Listing Rule 7.1A

Specific information required by Listing Rule 7.3A

Note

7. Resolution 4 – Ratification of prior issue of Shares to StocksDigital

General

ASX Listing Rule 7.1 and 7.4

Technical information required by ASX Listing Rule 14.1A

Technical information required by ASX Listing Rule 7.5

8. Resolution 5 – Ratification of prior issue of Options to StocksDigital

General

Listing Rules 7.1 and 7.4

Technical information required by ASX Listing Rule 14.1A

Technical information required by ASX Listing Rule 7.5

9. Resolution 6 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1

Background

ASX Listing Rule 7.1 and Listing Rule 7.4

Technical Information required by ASX Listing Rule 14.1A

Technical Information required by ASX Listing Rule 7.5

10. Resolution 7 – Ratification of prior issue of Placement Shares under ASX Listing Rule 7.1A

Background

ASX Listing Rule 7.1A and Listing Rule 7.4

TECHGEN METALS LTD AGM Information 2024