UNION STAR METALS LTD — Proxy Solicitation & Information Statement 2022

Apr 13, 2022

PVW Resources Limited

ACN 124 541 466

Notice of General Meeting

10:00am (AWST) Thursday, 12 May 2022

At the offices of Pathways Corporate Pty Ltd Level 3, 101 St Georges Terrace, Perth, Western Australia

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 411 649 551.

Page | 1

Time and place of Meeting and how to vote

Time and place of Meeting

Notice is given that general meeting of the Company will be held at 10:00am (AWST) on Thursday, 12 May 2022 at the offices of Pathways Corporate Pty Ltd, Level 3, 101 St Georges Terrace, Perth, Western Australia.

Your vote is important

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

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

Voting eligibility

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 Shareholders at 5:00pm (AWST) on Tuesday, 10 May 2022.

Voting in person

To vote in person, attend the Meeting at the time, place and date set out above.

Voting by proxy

In accordance with section 249L of the Corporations Act, members are advised that:

• (a) each member has a right to appoint a proxy;

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

• (c) a member who is 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. If the member appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of these sections, as they will apply to this Meeting. Broadly, the sections mean that:

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

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

Further details on these legislative requirements are set out below.

Proxy vote if appointment specifies way to vote

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

Page | 2

• (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

• If:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

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

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

• (d) either of the following applies:

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

• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Page | 3

Business of the Meeting

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

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

“That the issue of 18,146,352 Tranche 1 Placement Shares to the Tranche 1 Subscribers is approved under and for the purposes of Listing Rule 7.4.”

Voting Exclusion :

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

• (a) a Tranche 1 Subscriber; or

• (b) an associate of a Tranche 1 Subscriber.

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 the directions given to the proxy or attorney to vote on the resolution in that way; or

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

• (c) a shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with the directions given by the beneficiary to the shareholder to vote in that way.

Resolution 2 – Approval of issue of Tranche 2 Placement Shares

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

“That the issue of 5,603,648 Tranche 2 Placement Shares to the Tranche 2 Subscribers is approved under and for the purposes of Listing Rule 7.1.”

Voting Exclusion :

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

• (c) a Tranche 2 Subscriber; or

• (d) an associate of a Tranche 2 Subscriber.

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

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

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

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

Page | 4

• (iii) the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and

• (iv) the shareholder votes on the resolution in accordance with the directions given by the beneficiary to the shareholder to vote in that way.

Resolution 3 – Approval of issue of Performance Rights to George Bauk, a Director

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

“That the issue of 5,000,000 Performance Rights to George Bauk, a Director, and/or his nominee(s) is approved under and for the purposes of Listing Rule 10.11.”

Voting Exclusion :

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

• (a) George Bauk; or

• (b) an associate of George Bauk.

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

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

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

• (e) a shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with the directions given by the beneficiary to the shareholder to vote in that way.

Resolution 4 – Approval of issue of Performance Rights to Colin McCavana, a Director

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

“That the issue of 2,500,000 Performance Rights to Colin McCavana, a Director, and/or his nominee(s) is approved under and for the purposes of Listing Rule 10.11.”

Voting Exclusion :

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

• (c) Colin McCavana; or

• (d) an associate of Colin McCavana.

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

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

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

Page | 5

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

• (iii) the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and

• (iv) the shareholder votes on the resolution in accordance with the directions given by the beneficiary to the shareholder to vote in that way.

Resolution 5 – Approval of issue of Performance Rights to David Wheeler, a Director

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

“That the issue of 2,500,000 Performance Rights to David Wheeler, a Director, and/or his nominee(s) is approved under and for the purposes of Listing Rule 10.11.”

Voting Exclusion :

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

• (e) David Wheeler; or

• (f) an associate of David Wheeler.

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

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

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

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

• (v) the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and

• (vi) the shareholder votes on the resolution in accordance with the directions given by the beneficiary to the shareholder to vote in that way.

Resolution 6 – Approval of issue of Broker Options to CPS

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

“That the issue of 4,200,000 Options to CPS Capital Group Pty Ltd and/or its nominee(s) is approved under and for the purposes of Listing Rule 7.1.”

Voting Exclusion :

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

• (a) CPS; or

• (b) an associate of CPS.

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

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

Page | 6

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

• (e) a shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with the directions given by the beneficiary to the shareholder to vote in that way.

Dated: 14 April 2022.

By order of the Board

==> picture [93 x 40] intentionally omitted <==

Joe Graziano Company Secretary

Page | 7

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 which are the subject of the business of the Meeting.

1. Resolution 1 – Ratification of issue of Tranche 1 Placement Shares

1.1 General

On 6 April 2022, the Company announced a placement of 23,750,000 Shares at an issue price of $0.40 per Share to raise $9,500,00 (before costs) ( Placement ). The Placement was to be undertaken in two tranches.

On 13 April 2022, the Company issued 18,146,352 Shares ( Tranche 1 Placement Shares ) to the Tranche 1 Subscribers at an issue price of $0.40 per Tranche 1 Placement Shares to raise approx. $7,258,540 (before costs). The Tranche 1 Placement Shares are Equity Securities for the purposes of the Listing Rules.

The Tranche 1 Subscribers are not related parties of the Company. The Company had sufficient placement capacity under Listing Rule 7.1 and Listing Rule 7.1A for the issue of the Tranche 1 Placement Shares.

1.2 Corporations Act

None of the allottees the subject of Resolution 1, in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolution 1, more than 20% of the issued capital of the Company.

1.3 Requirement for shareholder approval

Resolution 1 seeks Shareholder ratification of the issue of the Tranche 1 Placement Shares pursuant to Listing Rule 7.4.

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.

The issue of the Tranche 1 Placement Shares to the Tranche 1 Subscribers referred to above does not fit within any of these exceptions and, as those issues have not yet been approved by Shareholders, they effectively use up part of the 15% limit in Listing Rule 7.1, 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 date of issue of the Tranche 1 Placement Shares.

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, Resolution 1 seeks shareholder approval for the issue of the Tranche 1 Placement Shares to the Tranche 1 Subscribers under and for the purposes of Listing Rule 7.4.

Resolution 1 is passed, the issue of the Tranche 1 Placement Shares to the Tranche 1 Subscribers 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 of the Tranche 1 Placement Shares to the Tranche 1 Subscribers.

Page | 8

Resolutions 1 is not passed, the Tranche 1 Placement Shares issued in respect of that Resolution 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 date of that issue of the Tranche 1 Placement Shares.

1.4 Technical information required by Listing Rule 7.5

Relevant information for the purposes of the Listing Rules is provided below.

• (a) The Tranche 1 Placement Shares were issued to investors who were selected by CPS, in consultation with the Company, based on their status as professional, experienced or sophisticated investors under section 708 of the Corporations Act and in accordance with their risk profiles and experience dealing in speculative investments in the resource exploration sector ( Tranche 1 Subscribers ).

• (b) The Tranche 1 Placement Shares issued to the Tranche 1 Subscribers comprise 18,146,352 Shares.

• (c) The Tranche 1 Placement Shares were issued on 13 April 2022.

• (d) The Tranche 1 Placement Shares were issued at an issue price of $0.40 per Tranche 1 Placement Shares, raising approx. $7,258,540 (before costs).

• (a) The Tranche 1 Placement Shares were issued to provide funding for:

• (i) the Company’s exploration activities; and

• (ii) other working capital requirements.

• (e) A voting exclusion statement is included in the Notice.

1.5 Directors recommendation

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

2. Resolution 2 – Approval of issue of Tranche 2 Placement Shares

2.1 General

On 6 April 2022, the Company announced the Placement. The Placement was to be undertaken in two tranches - Tranche 1 is the subject of the Resolution 1.

Resolution 2 seeks shareholder approval for the issue of 5,603,648 Shares ( Tranche 2 Placement Shares ) to the Tranche 2 Subscribers. The Tranche 2 Placement Shares are Equity Securities for the purposes of the Listing Rules.

The Tranche 2 Subscribers are not related parties of the Company.

2.2 Corporations Act

None of the proposed allottees the subject of Resolution 2, in conjunction with any of their associates, hold, either before, during, or after any of the issues the subject of Resolution 2, more than 20% of the issued capital of the Company.

2.3 Requirement for shareholder approval

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. The issue of the Tranche 2 Placement Shares does not fit within any of these exceptions.

Whilst the Tranche 2 Placement Shares could be issued using the Company’s 15% capacity, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without

Page | 9

having to obtain shareholder approval under Listing Rule 7.1. To do this, the Company is asking shareholders to approve the issue of the Tranche 2 Placement Shares under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

If Resolution 2 is passed, the issue of the Tranche 2 Placement Shares can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not issue any Tranche 2 Placement Shares and will seek an alternative approach to raising the necessary funding.

2.4 Technical Information required by Listing Rule 7.3

Relevant information for the purposes of the Listing Rules is provided below.

• (a) The Tranche 2 Placement Shares will be issued to investors who have been selected by CPS, in consultation with the Company, based on their status as professional, experienced or sophisticated investors under section 708 of the Corporations Act and in accordance with their risk profiles and experience dealing in speculative investments in the resource exploration sector ( Tranche 2 Subscribers ).

• (b) The maximum number of Tranche 2 Placement Shares to be issued is 5,603,648 Shares.

• (c) The Tranche 2 Placement Shares will be issued on a date which will be not more than 3 months after the date of the Meeting (or such later date permitted by any ASX waiver or modification of the Listing Rules) and it is intended to issue all Tranche 2 Placement Shares on the same date.

• (d) The Tranche 2 Placement Shares will be issued for $0.40 per Tranche 2 Placement Share, raising approx. $2,241,460 (before costs).

• (e) The Tranche 2 Placement Shares are being issued to provide funding for:

• (iii) the Company’s exploration activities; and

• (iv) other working capital requirements.

• (f) A voting exclusion statement is included in the Notice.

2.5 Directors recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

3. Resolution 3 – Approval of issue of Performance Rights to George Bauk, a Director

3.1 General

Resolution 3 seeks Shareholder approval for the issue of 5,000,000 Performance Rights to Director George Bauk (and/or his nominee).

If Resolution 3 is passed, Mr Bauk will be entitled to 5,000,000 Performance Rights comprised of three (3) tranches being:

• Tranche A – 1,250,000 Performance Rights

• Tranche B – 1,750,000 Performance Rights

• Tranche C – 2,000,000 Performance Rights.

The Performance Rights to be issued to Mr Bauk will vest and be convertible to Shares on achievement of the following performance milestones ( Milestones ):

• Tranche A - trading in Shares achieves a 10-day VWAP of $0.80;

Page | 10

• Tranche B - trading in Shares achieves a 10-day VWAP of $1.00; and

• Tranche C – the Company identifying a JORC-compliant mineral resource of not less than 100,000 tonnes of contained TREO.

For vesting of Performance Rights to occur, the Milestones for Tranches A and B must be achieved within 2 years of issue of the Performance Rights and the Milestone for Tranche C must be achieved within 4 years of issue of the Performance Rights.

Once vested, the Performance Rights must be converted into Shares within 2 years of vesting, at the holder’s absolute discretion.

The terms of the Performance Rights are set out in full in Schedule 1.

3.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a Related 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.

The issue of the Performance Rights constitutes giving a financial benefit and Mr Bauk is a Related Party of the Company.

The Directors who do not have a material person interest in the outcome of Resolution 3 (being Mr McCavana and Mr Wheeler) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Rights to Mr Bauk as the Performance Rights are a reasonable and appropriate method to provide cost-effective remuneration. The non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative, cash forms of remuneration were provided to Mr Bauk and, as such, the giving of the financial benefit is reasonable remuneration and within the exception in section 211 of the Corporations Act.

Listing Rule 10.11

Approval of Resolution 3 is sought for the purposes of Listing Rule 10.11.

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a Related Party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in Listing Rule s 10.11.1 to 10.11.3; or

• (e) a person whose relationship with the company or person referred to in Listing Rule s 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders,

unless it obtains the approval of its shareholders.

Page | 11

The issue of the Performance Rights to Mr Bauk falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires shareholder approval under Listing Rule 10.11.

Resolution 3 seeks shareholder approval to the issue of the Performance Rights under and for the purposes of Listing Rule 10.11.

If Resolution 3 is passed, the issue of those Performance Rights can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without Shareholder approval as set out in Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not issue any Performance Rights to Mr Bauk, and the Company will adopt an alternative incentive-based remuneration strategy.

3.3 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 3:

• (a) The Performance Rights will be issued to George Bauk.

• (b) Mr Bauk is a Director and is therefore a Related Party for the purposes of Listing Rule 10.11.1.

• (c) The maximum number of Performance Rights to be issued to Mr Bauk is 5,000,000.

• (d) The material terms and conditions of the Performance Rights are set out in Schedule 1 of this Explanatory Statement.

• (e) The Performance Rights will be issued not later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Performance Rights will be issued on the same date.

• (f) No proceeds will be received for the issue of the Performance Rights which are being issued as a longterm performance-based incentive to Mr Bauk.

• (g) The Performance Rights convert to Shares on achievement of the applicable Milestones.

• (h) The Performance Rights are proposed to be issued as reasonable remuneration to Mr Bauk for the purposes of Chapter 2E of the Corporations Act, a summary of which is set above. Mr Bauk’s remuneration package, in addition to the Performance Rights, is as follows:

• (i) $200,000 per annum plus GST for as a base fee under an executive services agreement ( Base Fee ); and

• (ii) a short term incentive of up to 25% of the Base Fee to be determined at the discretion of the Remuneration Committee.

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

3.4 Recommendation of the Board

The Directors (other than Mr Bauk) recommend that Shareholders vote in favour of Resolution 3.

4. Resolution 4 – Approval of issue of Performance Rights to Colin McCavana, a Director

4.1 General

Resolution 4 seeks Shareholder approval for the issue of 2,500,000 Performance Rights to Director Colin McCavana (and/or his nominee).

If Resolution 4 is passed, Mr McCavana will be entitled to 2,500,000 Performance Rights comprised of three (3) tranches being:

Page | 12

• Tranche A – 625,000 Performance Rights

• Tranche B – 875,000 Performance Rights

• Tranche C – 1,000,000 Performance Rights.

The Performance Rights to be issued to Mr McCavana will vest and be convertible to Shares on achievement of the following Milestones:

• Tranche A - trading in Shares achieves a 10-day VWAP of $0.80;

• Tranche B - trading in Shares achieves a 10-day VWAP of $1.00; and

• Tranche C – the Company identifying a JORC-compliant mineral resource of not less than 100,000 tonnes of contained TREO.

For vesting of Performance Rights to occur, the Milestones for Tranches A and B must be achieved within 2 years of issue of the Performance Rights and the Milestone for Tranche C must be achieved within 4 years of issue of the Performance Rights.

Once vested, the Performance Rights must be converted into Shares within 2 years of vesting, at the holder’s absolute discretion.

The terms of the Performance Rights are set out in full in Schedule 1.

4.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a Related 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.

The issue of the Performance Rights constitutes giving a financial benefit and Mr Bauk is a Related Party of the Company.

The Directors who do not have a material person interest in the outcome of Resolution 4 (being Mr Bauk and Mr Wheeler) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Rights to Mr McCavana as the Performance Rights are a reasonable and appropriate method to provide cost-effective remuneration. The non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative, cash forms of remuneration were provided to Mr McCavana and, as such, the giving of the financial benefit is reasonable remuneration and within the exception in section 211 of the Corporations Act.

Listing Rule 10.11

Approval of Resolution 4 is sought for the purposes of Listing Rule 10.11.

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a Related Party;

Page | 13

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in Listing Rule s 10.11.1 to 10.11.3; or

• (e) a person whose relationship with the company or person referred to in Listing Rule s 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders,

unless it obtains the approval of its shareholders.

The issue of the Performance Rights to Mr McCavana falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires shareholder approval under Listing Rule 10.11.

Resolution 4 seeks shareholder approval to the issue of the Performance Rights under and for the purposes of Listing Rule 10.11.

If Resolution 4 is passed, the issue of those Performance Rights can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without Shareholder approval as set out in Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not issue any Performance Rights to Mr McCavana, and the Company will adopt an alternative incentive-based remuneration strategy.

4.3 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) The Performance Rights will be issued to Colin McCavana.

• (b) Mr McCavana is a Director and is therefore a Related Party for the purposes of Listing Rule 10.11.1.

• (c) The maximum number of Performance Rights to be issued to Mr McCavana is 2,500,000.

• (d) The material terms and conditions of the Performance Rights are set out in Schedule 1 of this Explanatory Statement.

• (e) The Performance Rights will be issued not later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Performance Rights will be issued on the same date.

• (f) No proceeds will be received for the issue of the Performance Rights, which are being issued as a longterm performance-based incentive to Mr McCavana.

• (g) The Performance Rights convert to Shares on achievement of the applicable Milestones.

• (h) The Performance Rights are proposed to be issued as reasonable remuneration to Mr McCavana for the purposes of Chapter 2E of the Corporations Act, a summary of which is set above. Mr McCavana’s remuneration package, in addition to the Performance Rights, is $48,000 per annum plus GST in accordance with his letter of appointment as a non-executive Director.

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

4.4 Recommendation of the Board

The Directors (other than Mr McCavana) recommend that Shareholders vote in favour of Resolution 4.

Page | 14

5. Resolution 5 – Approval of issue of Performance Rights to David Wheeler, a Director

5.1 General

Resolution 5 seeks Shareholder approval for the issue of 2,500,000 Performance Rights to Director David Wheeler (and/or his nominee).

If Resolution 5 is passed, Mr Wheeler will be entitled to 2,500,000 Performance Rights comprised of three (3) tranches being:

• Tranche A – 625,000 Performance Rights

• Tranche B – 875,000 Performance Rights

• Tranche C – 1,000,000 Performance Rights.

The Performance Rights to be issued to Mr Wheeler will vest and be convertible to Shares on achievement of the following Milestones:

• Tranche A - trading in Shares achieves a 10-day VWAP of $0.80;

• Tranche B - trading in Shares achieves a 10-day VWAP of $1.00; and

• Tranche C – the Company identifying a JORC-compliant mineral resource of not less than 100,000 tonnes of contained TREO.

For vesting of Performance Rights to occur, the Milestones for Tranches A and B must be achieved within 2 years of issue of the Performance Rights and the Milestone for Tranche C must be achieved within 4 years of issue of the Performance Rights.

Once vested, the Performance Rights must be converted into Shares within 2 years of vesting, at the holder’s absolute discretion.

The terms of the Performance Rights are set out in full in Schedule 1.

5.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a Related 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.

The issue of the Performance Rights constitutes giving a financial benefit and Mr Bauk is a Related Party of the Company.

The Directors who do not have a material person interest in the outcome of Resolution 5 (being Mr Bauk and Mr McCavana) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Rights to Mr Wheeler as the Performance Rights are a reasonable and appropriate method to provide cost-effective remuneration. The non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative, cash forms of remuneration were provided to Mr Wheeler and, as such, the giving of the financial benefit is reasonable remuneration and within the exception in section 211 of the Corporations Act.

Page | 15

Listing Rule 10.11

Approval of Resolution 5 is sought for the purposes of Listing Rule 10.11.

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a Related Party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in Listing Rule s 10.11.1 to 10.11.3; or

• (e) a person whose relationship with the company or person referred to in Listing Rule s 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders,

unless it obtains the approval of its shareholders.

The issue of the Performance Rights to Mr Wheeler falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires shareholder approval under Listing Rule 10.11.

Resolution 5 seeks shareholder approval to the issue of the Performance Rights under and for the purposes of Listing Rule 10.11.

If Resolution 5 is passed, the issue of those Performance Rights can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without Shareholder approval as set out in Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not issue any Performance Rights to Mr Wheeler, and the Company will adopt an alternative incentive-based remuneration strategy.

5.3 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 5:

• (a) The Performance Rights will be issued to David Wheeler.

• (b) Mr Wheeler is a Director and is therefore a Related Party for the purposes of Listing Rule 10.11.1.

• (c) The maximum number of Performance Rights to be issued to Mr Wheeler is 2,500,000.

• (d) The material terms and conditions of the Performance Rights are set out in Schedule 1 of this Explanatory Statement.

• (e) The Performance Rights will be issued not later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Performance Rights will be issued on the same date.

• (f) No proceeds will be received for the issue of the Performance Rights, which are being issued as a longterm performance-based incentive to Mr Wheeler.

• (g) The Performance Rights convert to Shares on achievement of the applicable Milestones.

• (h) The Performance Rights are proposed to be issued as reasonable remuneration to Mr Wheeler for the purposes of Chapter 2E of the Corporations Act, a summary of which is set above. Mr Wheeler’s remuneration package, in addition to the Performance Rights, is $60,000 per annum plus GST in accordance with his letter of appointment as a non-executive Director and chairman of the Board.

Page | 16

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

5.4 Recommendation of the Board

The Directors (other than Mr Wheeler) recommend that Shareholders vote in favour of Resolution 5.

6. Resolution 6 – Approval of issue of Options to CPS

6.1 General

On 6 April 2022, the Company announced the Placement ( Announcement ). The Announcement stated that CPS Capital Group Pty Ltd ( CPS ) was acting as lead manager, broker and corporate advisor to the Company under a mandate, pursuant to which CPS would receive:

• (a) a fee of 6% of funds raised under the Placement:

• (b) a corporate advisory fee of $6,000 per month for a minimum of twelve months for CPS’ ongoing corporate advisory role; and

• (c) 4,200,000 unlisted Options exercisable at $0.60 with an expiry date of two years from the date of issue ( Broker Options ) for managing and arranging the Placement, to be issued on the terms and conditions set out in Schedule 1, with the issue of the Broker Options to be subject to shareholder approval at the Meeting.

Resolution 6 seeks shareholder approval for the issue of the Broker Options to CPS (and/or its nominee(s)). The Broker Options are Equity Securities for the purposes of the Listing Rules.

CPS is not Related Party of the Company.

6.2 Corporations Act

CPS, in conjunction with any of its associates, does not hold, either before, during, or after the issue of the Options, more than 20% of the issued capital of the Company.

6.3 Requirement for shareholder approval

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. The issue of the Broker Options does not fit within any of these exceptions.

Whilst the Broker Options could be issued using the Company’s 15% capacity, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval under Listing Rule 7.1. To do this, the Company is asking shareholders to approve the issue of the Broker Options under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

If Resolution 6 is passed, the issue of the Broker Options can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

If Resolution 6 is not passed, the Company will issue the Broker Options in accordance with its contractual obligation to do so, and the Company’s 15% capacity will be correspondingly reduced.

6.4 Technical information required by Listing Rule 7.3

Relevant information for the purposes of the Listing Rules is provided below.

• (a) The Broker Options will be issued to CPS and/or its nominee(s).

• (b) The maximum number of Broker Options to be issued is 4,200,000.

Page | 17

• (c) The Broker Options have an exercise price of $0.60 and an expiry date of 2 years after the date of issue. The full terms and conditions attaching to the Broker Options are set out in Schedule 2 to this Explanatory Statement.

• (d) The Broker Options will be issued on a date which will be not more than 3 months after the date of the Meeting (or such later date permitted by any ASX waiver or modification of the Listing Rules) and it is intended to issue all Broker Options on the same date.

• (e) The Broker Options will be issued for nil cash consideration as they represent a fee for services provided. Accordingly, no funds will be raised by the issue of the Broker Options. However, if all the Broker Options are exercised, the Company will receive $2,520,000 in subscription funds.

• (f) The Broker Options are being issued in accordance with the terms of a mandate agreement with CPS, pursuant to which:

• (i) CPS will provide lead manager and corporate advisory services; and

• (ii) the Company will pay the fees set out Section 6.1 above.

• (g) A voting exclusion statement is included in the Notice.

6.5 Directors recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

Page | 18

Glossary

In this document the following definitions apply:

$	means Australian dollars.
AWST	means Australian Western Standard Time.
ASX	means ASX Limited ACN 008 624 691 or, as the context requires, the Australian
	Securities Exchange operated by ASX Limited.
Board	means the current board of Directors.
Broker Options	has the meaning given in Section 6.1(c) of the Explanatory Statement.
Business Day	means a day (other than a Saturday or a Sunday) on which banks in Western Australia
	are open for business.
CompanyorPVW	means PVW Resources Limited ACN 124 541 466.
Corporations Act	means the_Corporations Act 2001_(Cth).
CPS	means CPS Capital Group Pty Ltd ACN 088 055 636.
Director	means a director of the Company.
Equity Securities	includes a Share, a right to a Share or Option, an Option, a convertible security and
	any security that ASX decides to classify as an Equity Security.
Explanatory Statement	means the explanatory statement accompanying this Notice.
General Meetingor	means the general meeting convened by this Notice.
Meeting
Listing Rules	means the listing rules of ASX.
Milestone	has the meaning given in Section 3.1 of the Explanatory Statement.
NoticeorNotice of	means this notice of annual general meeting including the Explanatory Statement and
Meeting	the Proxy Form.
Option	means an option to subscribe for a Share on the terms and conditions set out in
	Schedule 2.
Performance Right	A right to subscribe for a Share, subject to achievement of specified Milestones.
Proxy Form	means the proxy form accompanying this Notice.
Related Party	has the meaning given in section 9 of the Corporations Act.
Resolution	means a resolution to be considered by Shareholders at the Meeting, as set out in the
	Notice of Meeting.
Share	means a fully paid ordinary share in the capital of the Company.

Page | 19

Shareholder means a registered holder of one or more Shares. Tranche 1 Placement has the meaning given in Section 1.1 of the Explanatory Statement. Shares Tranche 1 Subscribers has the meaning given in Section 1.4(a) of the Explanatory Statement. Tranche 2 Placement has the meaning given in Section 2.1 of the Explanatory Statement. Shares Tranche 2 Subscribers has the meaning given in Section 2.4(a) of the Explanatory Statement. Tranche A Performance means a Performance Right issued to a Director on the terms and conditions set out Right in Schedule 1. Tranche B Performance means a Performance Right issued to a Director on the terms and conditions set out Right in Schedule 1. Tranche C Performance means a Performance Right issued to a Director on the terms and conditions set out Right in Schedule 1. TREO means total rare earth oxides. VWAP means volume-weighted average price.

Page | 20

Schedule 1 – terms of Performance Rights

Definitions

Capitalised terms in this Schedule have the meanings given in the Glossary or as set out below:

Change of Control Event means

• (a) the occurrence of:

• (i) the offeror under a takeover offer in respect of all shares announcing that it has achieved acceptances in respect of 50.1% or more of the shares; and

• (ii) that takeover bid has become unconditional; or

• (b) the announcement by the Company that:

• (i) shareholders have at a Court-convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all shares are to be either:

  • A. cancelled; or

  • B. transferred to a third party; and

• (ii) the Court, by order, approves the proposed scheme of arrangement.

Expiry Date has that meaning given to it in item (b) in the row below.

Holder means a holder of a Performance Right.

Conversion of Performance Rights

• (a) Milestones

The Performance Rights will vest, and be convertible into Shares, on the achievement of the following Milestones:

• (i) ( Tranche A Milestone ) trading in Shares achieves a 10-day VWAP of $0.80;

• (ii) ( Tranche B Milestone ) trading in Shares achieves a 10-day VWAP of $1.00; and

• (iii) ( Tranche C Milestone ) the Company identifies a JORC-compliant mineral resource of not less than 100,000 tonnes of contained TREO.

• (b) Conversion Notice

Once vested, a Performance Right may be converted by the Holder giving written notice to the Company ( Conversion Notice ) prior to the date that is:

• (i) in respect of the Tranche A Milestone and Tranche B Milestone, 24 months from the date of issue of the Performance Rights; and

• (ii) in respect of the Tranche C Milestone, 48 months from the date of issue of the Performance Rights,

(each an Expiry Date ).

No payment is required to be made for conversion of a Performance Right to a share.

(c) Lapse

To the extent that the Performance Rights have not converted into shares on or before the Expiry Date, then all such unconverted Performance Rights held by each Holder will automatically lapse.

Page | 21

• (d) Issue of shares

The Company will issue a Share on conversion of a Performance Right within 10 Business Days following the conversion or such period required by the Listing Rules.

• (e) Holding statement

The Company will issue the Holder with a new holding statement for any Share issued on conversion of a Performance Right within 10 Business Days following the issue of the share.

• (f) Ranking of shares

Each Share into which the Performance Rights will convert will, on issue:

• (i) rank equally in all respects (including, without limitation, rights relating to dividends) with other issued shares;

• (ii) be issued credited as fully paid;

• (iii) be duly authorised and issued by all necessary corporate action; and

• (iv) be issued free from all liens, charges and encumbrances whether known about or not including statutory and other pre-emption rights and any transfer restrictions.

Conversion on change of control

If there is a Change of Control Event in relation to the Company prior to the conversion of the Performance Rights, then the milestones will be deemed to have been achieved by the date of the Change of Control Event, and each Performance Right will automatically and immediately convert into shares.

• Takeover provisions (a) If the conversion of Performance Rights under these terms and conditions would result in any person being in contravention of section 606(1) of the Corporations Act then the conversion of each Performance Right that would cause the contravention will be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1) of the Corporations Act. Following a deferment under this paragraph, the Company will at all times be required to convert that number of Performance Rights that would not result in a contravention of section 606(1) of the Corporations Act.

• (b) The holders will give notification to the Company in writing if they consider that the conversion of Performance Rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will assume that the conversion of Performance Rights under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act.

• (c) The Company may (but is not obliged to) by written notice request a Holder to give notification to the Company in writing within seven days if the Holder considers that the conversion of Performance Rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act. If the Holder does not give notification to the Company within seven days that it considers the conversion of Performance Rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act then the Company will assume that the conversion of Performance Rights under these terms and conditions

Page | 22

will not result in any person being in contravention of section 606(1) of the Corporations Act.

Rights attaching to (a) Notice of satisfaction of Milestone Performance Rights

• (i) The Company will give written notice to the Holder ( Milestone Notice ) promptly following satisfaction of a Milestone or lapse of a Performance Right where the Milestone is not satisfied.

• (ii) Where the Milestone Notice gives notice of lapse of a Performance Right, the Milestone Notice must include information on how and when the Company determined whether or not a Milestone had been achieved.

• (iii) Where a Holder disputes the Company’s finding that a Milestone has not been achieved and Performance Rights have lapsed, the parties may appoint an independent auditor to review that decision. In the event that the parties cannot agree on an independent auditor, an independent expert will be appointed by the Resolution Institute.

• (iv) Should an independent auditor or an independent expert be appointed in accordance with paragraph (a)(iii) and subsequently find in favour of the Holder, the Expiry Date shall be extended from the date of communication of the final finding by the auditor/expert to allow the Holder reasonable and sufficient time to give a Conversion Notice.

• (b) Entitlement

Each Performance Right entitles the Holder to subscribe for one Share upon satisfaction of the Milestone and issue of the conversion notice by the Holder.

(c) No voting rights

A Performance Right does not entitle a Holder to vote on any resolutions proposed at a general meeting of shareholders of the Company.

• (d) No dividend rights

A Performance Right does not entitle a Holder to any dividends.

• (e) No right to surplus profits or assets

A Performance Right does not entitle a Holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

(f) No right to a return of capital

A Performance Right does not entitle a Holder to a return of capital, whether upon winding up of the Company, upon a reduction of capital or otherwise.

(g) Not transferable

A Performance Right is not transferable.

• (h) Reorganisation of capital

If there is a reorganisation (including, without limitation, consolidation or subdivision, but excluding a return of capital) of the issued capital of the Company, the rights of a Holder will be varied (as appropriate) in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation, so long as the reorganisation does not prejudice the Holder.

Page | 23

(i) Quotation of shares on conversion

An application will be made by the Company to the ASX for official quotation of the shares issued upon the conversion of each Performance Right within the time period required by the Listing Rules.

• (j) Participation in entitlements and bonus issues

A Performance Right does not entitle a Holder to participate in new issues of capital offered to holders of shares, such as bonus issues and entitlement issues.

(k) No other rights

A Performance Right does not give a Holder any other rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Page | 24

Schedule 2 – terms of Broker Options

Definitions Capitalised terms in this Schedule have the meanings given in the Glossary or as set out below.
Entitlement (a) Each Broker Option will entitle the holder to subscribe for one Share. (b) All Shares issued upon the exercise of the Broker Options will rank equally in all respects with the company's existing Shares.
Exercise price (a) Each Broker Option shall entitle the holder to acquire one Share upon payment of an amount equal to A$0.60 per Share (Exercise Price).
Exercise of Options (a) The Broker Options will expire at 5.00pm WST on the date that is 2 years after the date of issue. (Expiry Date). (b) The Broker Options may be exercised, in whole or in part, at any time prior to the Expiry Date, by completing and delivering a duly completed form of notice of exercise to the registered office of the Company together with the payment of the Exercise Price in immediately available funds for the number of Shares in respect of which the Broker Options are exercised. (c) A Broker Option not exercised on or before the Expiry Date will lapse. (d) Shares issued pursuant to the exercise of Broker Options will be issued, and a holding statement or Share certificate provided to the holders of Broker Options in respect of those Shares, on the above terms and conditions not more than 5 Business Days after the receipt of a duly completed form of notice of exercise and the Exercise Price in immediately available funds in Australian dollars in respect of the Broker Options exercised.
Quotation (a) Application will not be made to ASX for quotation of the Broker Options.

• (b) Provided the Company is listed on ASX at the time, application will be made for quotation of the Shares issued on exercise of Broker Options not later than 5 Business Days after the date of issue.

• (c) If required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if such a notice delivered is for any reason 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.

Transfer The Options are transferable.

Page | 25

• Participation and (a) There are no participating rights or entitlements inherent in the Broker Options and entitlements holders will not be entitled to participate in new issues of securities offered to Shareholders during the currency of the Broker Options.

• (b) However, the Company must give notice to the holders of Broker Options of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules so as to give holders the opportunity to exercise their Broker Options before the date for determining entitlements to participate in any issue.

• Reorganisation of In the event of a reorganisation (including consolidation, subdivision, reduction or share capital return) of the issued capital of the Company, all rights of holders of Broker Options shall be changed to the extent necessary to comply with the Corporations Act and the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• Bonus issue If, from time to time before the expiry of the Broker Options, the Company makes a pro-rata issue of Shares to Shareholders for no consideration, the number of Shares over which a Broker Option is exercisable will be increased by the number of Shares which the holder would have received if the Broker Option had been exercised before the date for calculating entitlements to the pro-rata issue.

Page | 26

==> picture [181 x 67] intentionally omitted <==

LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2022 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of PVW Resources Limited and entitled to attend and vote hereby:

APPOINT A PROXY

==> picture [41 x 32] intentionally omitted <==

The Chair of the  PLEASE NOTE: If you leave the section blank, OR Meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 General Meeting of the Company to be held at the offices of Pathways Corporate Pty Ltd, Level 3, 101 St Georges Terrace, Perth, Western Australia on 12 May 2022 at 10:00am (AWST) and at any adjournment or postponement of that Meeting.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

	2022 GENERAL MEETING PROXY FORM I/We being shareholder(s) of PVW Resources Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the Meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 General Meeting of the Company to be held at the offices of Pathways Corporate Pty Ltd, Level 3, 101 St Georges Terrace, Perth, Western Australia on 12 May 2022 at 10:00am (AWST)and at any adjournment or postponement of that Meeting. CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:
	The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
	VOTING DIRECTIONS
STEP 2	Resolutions For Against Abstain*
	1 Ratification of issue of Tranche 1 Placement Shares ◼ ◼ ◼
	2 Approval of issue of Tranche 2 Placement Shares ◼ ◼ ◼
	3 Approval of issue of Performance Rights to George Bauk, a Director ◼ ◼ ◼
	4 Approval of issue of Performance Rights to Colin McCavana, a Director ◼ ◼ ◼
	5 Approval of issue of Performance Rights to David Wheeler, a Director ◼ ◼ ◼
	6 Approval of issue of Broker Options to CPS ◼ ◼ ◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands
	or on a poll and your votes will not be counted in computing the required majority on a poll. 
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney,
	the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
	the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

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

CORPORATE REPRESENTATIVES

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

APPOINTMENT OF A PROXY

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

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

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

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

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

APPOINTMENT OF A SECOND PROXY

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

To appoint a second proxy you must:

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

• (b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

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

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

Power of Attorney:

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

Companies:

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

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00am (AWST) on 10 May 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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

BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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

BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au

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

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

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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

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