TECHGEN METALS LTD — Proxy Solicitation & Information Statement 2023

Jul 13, 2023

==> picture [221 x 138] intentionally omitted <==

TechGen Metals Limited

(ACN 624 721 035)

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Wednesday, 16 August 2023

9:00am AWST

To be held in person at

Mining Corporate Boardroom

Level 8, 216 St Georges Terrace, Perth, WA 6000

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9481 0389.

1

NOTICE OF MEETING

Notice is given that the General Meeting of Shareholders of TechGen Metals Limited (ACN 624 721 035) ( Company ) will be held in person at the Mining Corporate Boardroom on Level 8, 216 St Georges Terrace, Perth, WA 6000 on Wednesday, 16 August 2023 commencing at 9:00am 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 9:00am AWST on Monday, 14 August 2023.

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

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of Prior Issue of Placement Shares

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 6,455,797 Placement Shares previously issued under the Company’s Listing Rule 7.1 capacity; and

• (b) 6,401,351 Placement Shares previously issued under the Company’s Listing Rule 7.1A 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) any 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 cast in favour of a Resolutions by:

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

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

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

2

2. Resolution 2 – Approval to Issue Free-Attaching 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, Shareholders approve the issue of 4,285,716 Free-Attaching Placement Options on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

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

• (a) any 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) 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.

3. Resolution 3 – 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 1,000,000 Lead Manager Options to the Lead Manager (and/or their nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

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

• (a) a person (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.

Dated 11 July 2023

BY ORDER OF THE BOARD

Aida Tabakovic Company Secretary

4

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held in person at the Mining Corporate Boardroom on Level 8, 216 St Georges Terrace, Perth, WA 6000 on Wednesday, 16 August 2023 commencing at 9:00am AWST.

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

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

2. Action to be taken b Shareholders y

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

==> picture [16 x 11] intentionally omitted <==

Proxies

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

Please note that:

• (a) a member of the Company entitled to attend via virtual means/ or in person and vote at the Meeting is entitled to appoint a proxy;

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

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

Shareholders and their proxies should be aware that:

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

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

Further details are set out below.

5

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.

==> picture [18 x 11] intentionally omitted <==

Submit your Proxy Vote

2.2.1 Online

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

2.2.2 By Paper

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

6

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

BY MAIL	Automic GPO Box 5193 Sydney NSW 2001
IN PERSON	Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL	meetings@automicgroup.com.au
BY FAX	+61 2 8583 3040

3. Resolutions 1(a) and (b) – Ratification of Prior Issue of Placement Shares

==> picture [16 x 10] intentionally omitted <==

Placement

On 9 June 2023, the Company announced that it had successfully completed a placement to raise up to a total value of $900,000 (before costs) ( Placement ). The Placement comprised of the issuing of a total of 12,857,148 Shares at an issue price of $0.07 per Share ( Placement Shares ).

The Placement Shares were issued on 15 June 2023 as follows:

• (a) 6,455,797 Placement Shares were issued pursuant to the Company's capacity available under Listing Rule 7.1; and

• (b) 6,401,351 Placement Shares were issued pursuant to the Company's capacity available under Listing Rule 7.1A.

Pursuant to Resolution 2, the Company is also seeking Shareholder approval for the issue of the Free-Attaching Placement Options.

==> picture [18 x 10] intentionally omitted <==

Purpose and Use of Funds

The funds raised will be instrumental in driving forward the Company’s exploration and drilling activities across multiple projects. The proceeds will be allocated as follows:

1. Advancing John Bull gold discovery (NSW) : The raised capital will be utilised to advance ongoing drilling and exploration activities at the John Bull project including the completion of Stage 2 drilling and planning and commencement of a Stage 3 drilling program. This will enable further assessment of the gold project, allowing the Company to gain a comprehensive understanding of its potential scale and size, and plan subsequent development phases effectively.

2. Drilling at Cyclops Ni-Cu-PGE project (WA) : A portion of the funds will be allocated towards drilling activities at the Cyclops project, planned to commence in the 3[rd] Quarter of 2023. Planning for a heritage survey is currently underway. The project holds significant exploration potential, and the upcoming drilling campaign will help validate the project’s mineralisation potential and provide valuable geological data for future decisionmaking.

7

1. Progressing battery metals target generation (WA) : The raised funds will be utilised to progress additional target generation initiatives that are currently underway in connection with TechGen’s portfolio of highly prospective battery metals projects. This includes the Narryer project in the Narryer Terrane (Ni-Cu-PGE; REE), Station Creek (Cu-Au) and Mt Boggola (Cu-Au; REE) projects in the Ashburton Basin, and the Earaheedy project (Zn-Pb-Ag) in the Earaheedy Basin. Field programs (rock chip sampling, soil sampling and geological mapping) are due to commence between June – August 2023. By conducting comprehensive geological assessments and exploration activities, the Company aims to identify prospective targets and expand its battery metals portfolio.

2. General working capital : A portion of the funds will be allocated to bolster the Company’s general working capital, ensuring operational continuity and providing flexibility for future growth opportunities.

==> picture [18 x 10] intentionally omitted <==

ASX Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions which are contained in Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase this limit to 25% at the annual general meeting held on 28 October 2022.

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

==> picture [18 x 10] intentionally omitted <==

ASX Listing Rule 7.4

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolutions 1(a) and 1(b) seek Shareholder approval for the ratification of the issue of the Placement Shares under and for the purposes of Listing Rule 7.4.

==> picture [18 x 11] intentionally omitted <==

Technical Information required by ASX Listing Rule 14.1A

If Resolutions 1(a) and 1(b) are passed, the Placement Shares will be excluded in calculating the Company’s 15% and 10% limit in Listing Rule 7.1 and 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 1(a) and 1(b) are not passed, the Placement Shares will be included in calculating the Company's 15% and 10% limit in Listing Rule 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

8

==> picture [18 x 11] intentionally omitted <==

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 Resolutions 1(a) and 1(b):

• (a) the Placement Shares were issued to sophisticated and professional investors who are clients of Viriathus Capital Pty Ltd ( Lead Manager ), none of whom are related parties, members of the Key Management Personnel, a substantial holder or an advisor to the Company (or an associate of any of these persons) holding more than 1% of the Company’s current issued capital. The recipients were identified through a book build process, which involved the Lead Manager seeking expressions of interest to participate in the Placement;

• (b) a total of 12,857,148 Placement Shares were issued comprising:

• (i) 6,455,797 Placement Shares were issued pursuant to the Company's Listing Rule 7.1 capacity; and

• (ii) 6,401,351 Placement Shares were issued pursuant to the Company's Listing Rule 7.1A capacity,

• (c) the 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;

• (d) the Placement Shares were issued on 15 June 2023;

• (e)

• the Placement Shares were issued for a price of $0.07 per Share;

• (f) the purpose of the issue has been detailed in Section 3.2 above;

• (g)

• the Placement Shares were not issued under an agreement; and

• (h) a voting exclusion statement is set out in the Notice, which precludes any persons who participated in the issue Tranche 1 Shares and their Associates from voting on Resolutions 1(a) and 1(b).

==> picture [18 x 11] intentionally omitted <==

Board Recommendation

The Directors of the Company believe these Resolutions are in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of those Resolutions.

4. Resolution 2 – Approval to Issue Free-Attaching Placement Options

==> picture [16 x 10] intentionally omitted <==

General

Resolution 2 seeks Shareholder approval for the issue of 4,285,716 free-attaching Placement Options to be issued to the Placement Participants ( Free-Attaching Placement Options ).

Further details of the Placement are set out in Section 3.1.

==> picture [18 x 11] intentionally omitted <==

ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.3 above.

9

==> picture [18 x 11] intentionally omitted <==

Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the FreeAttaching Placement Options. In addition, the issue of the Free-Attaching 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 2 is not passed, the Company will not be able to proceed with the issue of the Free-Attaching Placement Options to the Placement Participants.

==> picture [18 x 10] intentionally omitted <==

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 2:

• (a) the Free-Attaching Placement Options will be issued to the Placement Participants, none of whom are related parties, members of the Key Management Personnel, a substantial holder or an advisor to the Company (or an Associate of any of these persons) and issued more than 1% of the Company’s current issued capital. The Placement Participants were identified through a book build process, which involved the Lead Manager seeking expressions of interest to participate in the Placement;

• (b) a total of 4,285,716 Placement Options will be issued in connection with the Placement. The Free-Attaching Placement Options will be issued in connection with the Placement Shares on a 1:3 basis;

• (c) the Free-Attaching Placement Options will be issued on the terms and conditions set out in Schedule 2;

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

• (e) the issue price of the Free-Attaching Placement Options will be nil as they are being issued as free-attaching to the Placement Shares on a 1:3 basis;

• (f) the purpose of the issue of the Free-Attaching Placement Options is due to them being part of the terms of the Placement, there are no funds being raised by the issue of the Free-Attaching Placement Options (except in the event that they are exercised by the holder);

• (g)

• the Free-Attaching Placement Options will not be issued under an agreement;

• (h) the Free-Attaching Placement Options are not being issued under, or to fund, a reverse takeover; and

• (i) a voting exclusion statement is included in Resolution 2 of this Notice.

==> picture [18 x 11] intentionally omitted <==

Board Recommendation

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

10

5. Resolution 3 – Approval to Issue Lead Manager Options

==> picture [16 x 11] intentionally omitted <==

General

Resolution 3 seeks Shareholder approval for the issue of 1,000,000 Options to the Lead Manager (and/or their nominees) exercisable at $0.20 expiring 3 years from the issue date ( Lead Manager Options ). The purpose of the Lead Manager Options is not to raise funds (given the Lead Manager Options will be issued for nil consideration) but in consideration for services provided by the Lead Manager in respect of the Placement.

Further details of the Placement are set out in Section 3.1.

==> picture [18 x 11] intentionally omitted <==

ASX Listing Rule 7.1

A summary of ASX listing Rule 7.1 is set out in Section 3.3 above.

==> picture [18 x 11] intentionally omitted <==

Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of the Lead Manager Options will be excluded 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 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options to the Lead Manager.

==> picture [18 x 10] intentionally omitted <==

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 3:

• (a) the Lead Manager Options will be issued to the Lead Manager (and/or their nominees) none of whom are related parties, members of Key Management Personnel or substantial holders of the Company (nor Associates of any of these persons);

• (b) a total of 1,000,000 Lead Manager Options will be issued to the Lead Manager (and/or their nominees);

• (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 three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue will occur on the same date, being the completion of the Placement;

• (e) the Lead Manager Options will be issued for nil consideration, as they are being issued as part of the consideration for the services provided by the Lead Manager in respect of the Placement. Accordingly, no material funds will be raised from the issue of the Lead Manager Options;

• (f) the Lead Manager Options will be issued pursuant to the Lead Manager Mandate, a summary of the material terms of this agreement is set out in Schedule 4;

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

11

• (h) a voting exclusion statement is included in Resolution 3 of this Notice.

==> picture [18 x 11] intentionally omitted <==

Technical information required by ASX Listing Rule 7.3

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

12

Schedule 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

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.

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

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).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Free-Attaching Placement Options has the meaning given in Section 4.1.

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.

Lead Manager means Viriathus Capital Pty Ltd (ACN 113 959 596).

Lead Manager Options has the meaning given in Section 5.1.

Listing Rules means the listing rules of ASX.

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

13

Notice means this notice of meeting.

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

Placement has the meaning given in Section 3.1.

Placement Participants means sophisticated and professional investors who participated in the Placement.

Placement Shares has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

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.

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

14

Schedule 2 - Terms and Conditions of Free-Attaching Placement Options

(a) Entitlement

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

(b) Exercise Price

• Subject to paragraph (j), the amount payable upon exercise of each Option is $0.20 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) 3 years from the issue date. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Quotation

Unless the Board determines otherwise, the Company will not apply for quotation of the Options.

(f) Notice of Exercise

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

(g) Exercise Date

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

(h) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

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

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20

15

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.

(i) Shares issued on exercise

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

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a 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 Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Transferability

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

16

Schedule 3 - Terms and Conditions of Lead Manager Options

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option is $0.20 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) 3 years from issue date. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Quotation

Unless the Board determines otherwise, the Company will not apply for quotation of the Options.

(f) Notice of Exercise

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

(g) Exercise Date

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

(h) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (iv) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (v) 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

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

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20

17

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.

(i) Shares issued on exercise

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

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a 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 Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Transferability

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

18

Schedule 4 - Summary of Lead Manager Mandate

On 22 May 2023, the Company entered into a lead manager mandate with Viriathus Capital Pty Ltd ( Viriathus ) to act as lead manager in connection with the Placement ( Lead Manager Mandate ).

A summary of the key terms of the Lead Manager Mandate is set out below:

• (a) ( Term ): The engagement commenced on the date the Lead Manager Mandate was executed and continued for a period of 3 months or completion, whichever occurred first.

• (b) ( Fees and Expenses ): The Company agreed to pay Viriathus the following fees:

• (i) Offer Management Fee – upon completion of the Placement, the Company will pay an Offer Management Fee equal to 2% (plus GST) of all funds raised under the transaction. The Company will issue 1,000,000 unlisted options to be issued to Viriathus (or their nominees). These options will have a strike price of $0.20 expiring 3 years from the issue date.

• (ii) Placement Fee – upon completion of the Placement, the Company will pay a placement fee equal to 4% (plus GST) of all funds raised for the transaction. The parties acknowledge that Viriathus will be responsible for all “pay away” obligations with third party brokers/intermediaries.

• (iii) DVP Management Fee Upon completion, the Company will pay Viriathus a fee of $6,500 (plus GST) for managing the DVP settlement component of the transaction.

• (c) ( Termination ): Either party may terminate the Lead Manager Mandate with immediate effect if any of the following occurs with respect to the other party:

• (i) there is a material default in the performance of obligations under the Lead Manager Mandate;

• (ii) an event of insolvency occurs in relation to it; or

• (iii) it acts in a way reasonably likely to bring itself or the other party into disrepute.

19

==> picture [186 x 65] intentionally omitted <==

==> picture [165 x 33] intentionally omitted <==

==> picture [68 x 33] intentionally omitted <==

==> picture [182 x 15] intentionally omitted <==

==> picture [203 x 16] intentionally omitted <==

==> picture [171 x 16] intentionally omitted <==

[ReplaceNoImages]

==> picture [249 x 91] intentionally omitted <==

==> picture [78 x 13] intentionally omitted <==

==> picture [190 x 12] intentionally omitted <==

==> picture [85 x 12] intentionally omitted <==

==> picture [12 x 12] intentionally omitted <==

==> picture [58 x 12] intentionally omitted <==

==> picture [28 x 12] intentionally omitted <==

==> picture [99 x 12] intentionally omitted <==

==> picture [33 x 12] intentionally omitted <==

==> picture [497 x 12] intentionally omitted <==

==> picture [532 x 545] intentionally omitted <==

==> picture [41 x 13] intentionally omitted <==

==> picture [65 x 13] intentionally omitted <==

==> picture [81 x 12] intentionally omitted <==

==> picture [134 x 11] intentionally omitted <==

==> picture [96 x 11] intentionally omitted <==

==> picture [67 x 11] intentionally omitted <==

==> picture [95 x 11] intentionally omitted <==

==> picture [58 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [38 x 11] intentionally omitted <==

==> picture [51 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [27 x 11] intentionally omitted <==

==> picture [31 x 11] intentionally omitted <==

==> picture [89 x 11] intentionally omitted <==

==> picture [192 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [165 x 11] intentionally omitted <==

==> picture [358 x 11] intentionally omitted <==

==> picture [347 x 11] intentionally omitted <==

==> picture [127 x 11] intentionally omitted <==

==> picture [54 x 11] intentionally omitted <==

==> picture [461 x 12] intentionally omitted <==

==> picture [62 x 12] intentionally omitted <==

==> picture [304 x 11] intentionally omitted <==

==> picture [419 x 12] intentionally omitted <==

==> picture [381 x 11] intentionally omitted <==

==> picture [142 x 11] intentionally omitted <==

==> picture [90 x 11] intentionally omitted <==

==> picture [42 x 14] intentionally omitted <==

==> picture [63 x 14] intentionally omitted <==

==> picture [32 x 200] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [523 x 180] intentionally omitted <==

==> picture [163 x 10] intentionally omitted <==

==> picture [77 x 10] intentionally omitted <==

==> picture [46 x 10] intentionally omitted <==

==> picture [44 x 10] intentionally omitted <==

==> picture [102 x 10] intentionally omitted <==

==> picture [53 x 10] intentionally omitted <==

==> picture [53 x 10] intentionally omitted <==

==> picture [97 x 10] intentionally omitted <==

==> picture [62 x 10] intentionally omitted <==

/ /

==> picture [379 x 9] intentionally omitted <==

==> picture [57 x 9] intentionally omitted <==

==> picture [43 x 223] intentionally omitted <==