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TREK METALS LIMITED AGM Information 2021

Jul 4, 2021

65923_rns_2021-07-04_d33374a7-aa0d-42eb-bc8a-ba193dfdfdbf.pdf

AGM Information

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TREK METALS LIMITED COMPANY NO. (BERMUDA) 35116 ARBN 124 462 826

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00am WST DATE : 12[th] August 2021 PLACE : Virtual - Zoom

Register in advance for the meeting at:

  • https://us02web.zoom.us/webinar/register/WN_jz2h4pRjSquYH E6be19ow

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

BUSINESS OF THE MEETING

AGENDA

1. 2021 ACCOUNTS

To receive and consider the financial report of the Company for the year ended 31 March 2021, and the reports by the Directors and Independent Auditors.

2. RESOLUTION 1 – APPOINTMENT OF AUDITOR

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

That, for the purposes of Bye-law 68 of the Company, and for all other purposes, Bentleys Audit & Corporate (WA) Pty Ltd be and is hereby appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR TONY LEIBOWITZ

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

“That, for the purpose of Bye-law 36 of the Company, Listing Rule 14.4 and for all other purposes, Mr Tony Leibowitz, a Director who was appointed casually on 4 September 2020, retires, and being eligible, is elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR NEIL BIDDLE

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

“That, for the purpose of Bye-law 36 of the Company, Listing Rule 14.4 and for all other purposes, Mr Neil Biddle, a Director who was appointed casually on 4 September 2020, retires, and being eligible, is elected as a Director.”

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR JOHN YOUNG

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

“That, for the purpose of Bye-law 38 of the Company, and for all other purposes, Mr John Young, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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6. RESOLUTION 5 – APPROVAL OF LISTING RULE 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement.”

Dated: 1 July 2021

By order of the Board Russell Hardwick Company Secretary

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Voting by Proxy

The health and safety of shareholders, staff and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. The Company intends to conduct the Meeting virtually via Zoom webinar. Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chair as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. Instructions for lodging proxies are included on your personalised proxy form.

Shareholders who intend to participate and vote on a poll at the Meeting must contact the Company Secretary prior to 5.00pm (WST) on 10[th] August 2021 by emailing [email protected] or by calling the Company Secretary on +61 8 6215 0371. to notify the Company that you intend to participate and vote on a poll at the Meeting by emailing the Company a poll form. You will also need to register and access the Shareholder Meeting as below to follow the meeting and timing of the poll. After giving notice and following the Proxy Cut-Off Time, the Company will send you a personalised poll form. The personalised poll form must be completed and returned to the Company after the poll has been called and prior to the close of polling.

During the Meeting, the Chair will notify you when and how you are able to complete and return the personalised poll form. The results of the Meeting will then be announced on the ASX.

Pre-registration for attendance by Zoom webinar is at:

https://us02web.zoom.us/webinar/register/WN_jz2h4pRjSquYH-E6be19ow

After registering, you will receive a confirmation email containing information about joining the meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

In addition, the Company is happy to accept and answer questions submitted at least 2 business days prior to the meeting by to [email protected].

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or email and reach the respective offices of the Company, for Australian holders not later than 10.00am WST on 10[th] August 2021. For the convenience of Shareholders, a Proxy Form is enclosed with Notices sent to Shareholders.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – APPOINTMENT OF AUDITOR

1.1 General

Section 89(1) of the Companies Act 1981 of Bermuda provides that members of a company at each annual general meeting shall appoint one or more auditors to hold office until the close of the next annual general meeting. In addition, section 89(6) provides that the remuneration of an auditor appointed by the members shall be fixed by the members or by the Directors, if they are authorised to do so by the members.

The Company’s Bye-laws provide that, subject to the Companies Act, Shareholders shall appoint an auditor to the Company to hold office for such term as the Shareholders deem fit or until a successor is appointed.

Therefore, pursuant to Resolution 1, Bentley’s Audit & Corporate (WA) Pty Ltd will be appointed as the Company’s auditors until the close of the next annual general meeting at a fee to be agreed by the Directors.

The Chairman intends to vote all available undirected proxies in favour of Resolution 1.

1.2 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTIONS 2 AND 3 – ELECTION OF MR LEIBOWITZ AND MR BIDDLE AS DIRECTORS

2.1 General

The Company’s Bye-laws allow the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Bye-laws.

Pursuant to the Bye-laws and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Tony Leibowitz and Mr Neil Biddle, having both been appointed by other Directors on 4 September 2020 in accordance with the Bye-laws, will retire in accordance with the Bye-laws and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

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2.2 Mr Tony Leibowitz

(a) Qualifications and other material directorships

Mr Leibowitz has over 30 years of corporate finance, investment banking and broad commercial experience and has a proven track record of providing the necessary skills and guidance to assist companies to grow and generate sustained shareholder value.

Previous roles include with Chandler Macleod Limited and Australian lithium producer Pilbara Minerals Limited (ASX: PLS), where as Chairman and an early investor in both companies, he was responsible for substantial increases in shareholder value and returns. Mr Leibowitz is also Chairman of emerging gold company Bardoc Gold Limited (ASX: BDC) and Greenvale Mining Limited ASX:GRV). He was previously a global partner at Pricewaterhouse Coopers and is a Fellow of the Institute of Chartered Accountants in Australia.

(b) Independence

Mr Leibowitz has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

Mr Leibowitz has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected, the Board considers Mr Leibowitz will be an independent Director.

(c) Directors’ recommendation

The Board (excluding Mr Liebowitz) supports the election of Mr Liebowitz and recommends that shareholders vote in favour of Resolution 2.

2.3 Mr Neil Biddle

(a) Qualifications and other material directorships

Mr Biddle is a highly experienced geologist and Corporate Member of the Australasian Institute of Mining and Metallurgy. He has over 30 years of professional and management experience in the exploration and mining industry and was a founding Director of Pilbara Minerals Limited (ASX: PLS), serving as Executive Director from May 2013 to August 2016. Throughout his career, Mr Biddle has served on the boards of several ASX-listed companies, including as Managing Director of TNG Ltd from 1998-2007, Border Gold NL from 1994-

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1998 and Consolidated Victorian Mines from 1991-1994. Mr Biddle is a Non-Executive director of Bardoc Gold Limited (ASX:BDC) and Executive Director of Greenvale Mining Limited (ASX :GRV).

(b)

Independence

Mr Biddle has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

Mr Biddle has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected, the Board considers Mr Biddle will not be an independent Director as he has represented a major shareholder within the last 3 years.

(c)

Directors’ recommendation

The Board (excluding Mr Biddle) supports the election of Mr Biddle and recommends that shareholders vote in favour of Resolution 3.

2.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history and there were no concerns identified.

3. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR JOHN YOUNG

3.1 General

The Bye-laws sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr John Young, who has served as a Director since 2 September 2019 and was last re-elected on 3 October 2019, retires by rotation and seeks reelection. Mr Young has served as an Executive Director since 10[th] September 2020.

3.2

Qualifications and other material directorships

Mr Young is a highly experienced geologist who has worked on exploration and production projects encompassing gold, uranium and specialty metals, including tungsten, molybdenum, tantalum and lithium. Mr Young’s previous corporate experience includes appointments as CEO of Marenica Energy Limited and CEO and Director of Thor Mining PLC.

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Mr Young was an Exploration Manager at the mid-tier Australian lithium producer Pilbara Minerals Limited (ASX: PLS) from June 2014 until August 2015, appointed Technical Director in September 2015 and transitioned to Non-Executive Director in July 2017 until his resignation in April 2018.

Mr Young has also been a Director of Australian gold developer Bardoc Gold Limited (ASX: BDC) (formerly Spitfire Materials Limited) since June 2017. During his tenure as Managing Director of Bardoc, he coordinated mergers with Excelsior Gold Limited and Aphrodite Gold Limited to consolidate a large, high-quality gold resource inventory in the North Kalgoorlie district (the Bardoc Gold Project). He remains on the Bardoc Gold board as a NonExecutive Director and is also the Non-Executive Chairman of Rarex Limited (ASX: REE).

3.3 Independence

Mr Young has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected, the Board does not consider Mr Young will be an independent Director on the basis that he acts as an Executive Director.

3.4 Board recommendation

The Board has reviewed Mr Young’s performance since his appointment to the Board and considers that Mr Young’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Young and recommends that Shareholders vote in favour of Resolution 4.

4. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

4.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $16,755,436 (based on the number of Shares on issue and the closing price of Shares on the ASX on 1 July 2021.

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Resolution 5 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 5:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

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

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

  • (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b)

Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

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

  • (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 4.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use any funds raised from issues of Equity Securities under the 7.1A Mandate for the continued exploration and

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development of the Company's Pilbara Gold and Base Metals projects and for general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 1 July 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

Dilution Dilution
Number of
Shares on
Issue
(Variable A
in Listing
Rule
7.1A.2)
Shares
issued –
10% voting
dilution
Issue Price
$0.032 $0.064 $0.128
50% decrease Current 50% increase
Funds Raised
Current
261,803,691
26,180,369 $837,772 $1,675,544 $3,351,087
50%
increase
392,705,537
39,270,554 $1,256,658 $2,513,315 $5,026,631
100%
increase
523,607,382
52,360,738 $1,675,544 $3,351,087 $6,702,174

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

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The table above uses the following assumptions:

  1. There are 261,803,691 Shares on issue at the date of this Notice, comprising:

  2. (a) 261,053,691 CDIs; and

  3. (b) 750,000 CDIs that are subejct to voluntary escrow until 18 July 2021.

  4. The issue price set out above is the closing market price of the Shares on the ASX on 1 July 2021.

  5. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

  6. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

  7. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

  8. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

  9. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

  10. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

  11. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

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

  • (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

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The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

  • (i) the purpose of the issue;

  • (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

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

  • (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

  • (v) prevailing market conditions; and

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

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 26 August 2020 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, the Company issued 21,002,036 Shares pursuant to the Previous Approval ( Previous Issue ), which represent approximately 9.36% of the total diluted number of Equity Securities on issue in the Company on 12 August 2020.

Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

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Date of Issue
and Appendix
2A
Date of Issue: 3 February 2021
Date of Appendix 2A: 3 February 2021
Recipients Professional and sophisticated investors as part
of a placement announced on 27 January 2021.
The placement participants were identified
through a bookbuild process, which involved
Westar Capital Limited seeking expressions of
interest to participate in the placement from
non-relatedparties of the Company.
Number and
Class of Equity
Securities
Issued
21,002,036 Shares1
Issue Price and
discount to
Market Price1 (if
any)
$0.06 per Share (at a discount 20% to Market
Price).
Total Cash
Consideration
and Use of
Funds
Amount raised: $1,260,122
Amount spent: $245,851
Use of funds: Exploration activity at the
Pincunah project and the Tambourah project
and for general working capital.
Amount remaining: $1,014,271
Proposed use of remaining funds3: To ramp-
up exploration activity at the Pincunah project
and the Tambourah project and for general
workingcapital.

Notes:

  1. CDIs, ASX Code: ASX:TKM.

  2. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

  3. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

4.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

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GLOSSARY

In this Explanatory Statement and Notice of Meeting, in addition to the terms defined in the body of the Explanatory Statement, the following expressions have the following meanings:

$ or means Australian dollars.

Annual General Meeting or Meeting means the annual general meeting of shareholders of the Company convened by the Notice.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australia Securities Exchange operated by ASX Limited.

ASX Listing Rules or Listing Rules means the listing rules of the Australian Securities Exchange operated by ASX Limited ABN 98 008 624 691.

Board means the board of Directors.

Bye-laws means the bye-laws of the Company adopted on 4 March 2021.

CDI means a CHESS Depositary Interest issued by CHESS Depositary Nominees Pty Ltd (ABN 75 071 346 506) (AFSL 254514), in its capacity as depositary of the CDIs under the ASX Settlement Operating Rules., where each CDI represents a beneficial interest in one Share.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

CHESS means the Clearing House Electronic Subregister System.

Company means Trek Metals Limited ARBN 124 462 826.

Companies Act means the Bermuda Companies Act 1981, as amended.

Director mean a director of the Company.

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

Explanatory Statement means this Explanatory Statement.

Notice or Notice of Meeting means the notice of annual general meeting that accompanies this Explanatory Statement.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution referred to in the Notice of Meeting.

Resolution means fully paid ordinary securities in the Company.

Section means a section in this Notice.

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Shareholder means a registered holder of Shares.

Share means a fully paid ordinary share in the capital of the Company or CDI as the context requires.

WST means Western Standard Time as observed in Perth, Western Australia.

Variable A means Variable A as calculated in accordance with Listing Rule 7.1A.2.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

ARBN 124 462 826

Online:

www.investorcentre.com/contact

TKM

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AWST) on Tuesday, 10 August 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Trek Metals Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Trek Metals Limited to be held virtually on Thursday, 12 August 2021 at 10:00 AM (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

  • 1 Appointment of Auditor

2 Election of Director – Mr Tony Leibowitz

3 Election of Director – Mr Neil Biddle

  • 4 Re-election Of Director – Mr John Young

  • 5 Approval of Listing Rule 7.1A Mandate

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
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Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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