Notice of General Meeting

Astro Resources NL ACN 007 090 904

Date of Meeting: Wednesday 16 November 2022 Time of Meeting: 11:00 am (AEDT)

Place of Meeting: The Meeting will be a hybrid meeting which Shareholders can attend in person or virtually via a live webcast. The online platform will include a facility for Shareholders to vote and ask questions in relation to the business of the meeting. You can participate by logging in online at https://meetings.linkgroup.com/AROGM22 .

This Notice of Meeting should be read in its entirety. If any Shareholder is 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 +61 414 752 804 or by email at [email protected] .

Letter from the Chairman	6
Business of the Meeting (setting out the proposed Resolutions)	8
Explanatory Statement (explaining the proposed Resolutions)	16
Glossary	61
Schedule 1: Independent Geologist’s Report	66
Schedule 2: AMETS Tenure Report	146
Schedule 3: Loan Funded Share Plan Rules Summary	162
Schedule 4: Loan Agreement for Purchase of Loan Shares Summary	166
Appendix 1: Proxy Form	168

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 11:00 am (AEDT) on Wednesday 16 November 2022.

Shareholders may attend the Meeting in person at Addisons, Level 12, 60 Carrington Street, Sydney NSW 2000 or virtually via a live webcast.

Shareholders that wish to attend the Meeting virtually will be able to vote and ask questions via the online platform at https://meetings.linkgroup.com/AROGM22 . Online registrations for the Meeting will commence at 10:30 am (AEDT) on Wednesday 16 November 2022. Shareholders are encouraged to register at least 15 minutes before the scheduled Meeting.

Further information on how to participate in the Meeting and use the online platform is set out in this Notice of Meeting and the Virtual Meeting Online Guide.

The online platform will provide a reasonable opportunity for Shareholders to participate, and the Meeting will operate on the basis that such participation will constitute Shareholders being present at the Meeting for all purposes.

The Chairman of the Meeting has determined that voting on all Resolutions will occur by way of poll, and the online platform will enable Shareholders to lodge a vote in real time.

Your vote is important

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

Defined terms

Capitalised terms used in this Notice of Meeting have the meaning given in the Glossary.

Voting eligibility

You will be eligible to attend and vote at the Meeting if you are registered as a Shareholder as at 11:00 am (AEDT) on Monday 14 November 2022.

How to be present virtually and vote at the Meeting

If you are a Shareholder entitled to attend and vote at the Meeting, you may vote by:

attending and voting at the Meeting in person on/at the date, time and place referred to above;
appointing someone as your proxy, corporate representative or attorney to attend and vote at the Meeting on your behalf (see “ How to vote prior to the Meeting ” and “Voting by Corporate Representative or Attorney” below, for further instructions); or
attending the Meeting virtually via a live webcast. Shareholders that wish to attend the Meeting virtually via a live webcast will be able to vote electronically and ask questions via an online platform (including lodging a vote in real time). You can access the platform at https://meetings.linkgroup.com/AROGM22 . To log in, you will need your holder identifier (SRN or HIN) and postcode.

Voting will be available between the registration open of the Meeting (10:30 am (AEDT) on Wednesday 16 November 2022) and the closure of voting as announced by the Chair during the Meeting.

More information regarding online participation at the Meeting, including how to vote and ask questions, is available in the Virtual Meeting Online Guide. A copy of the Guide is available on the Company’s website and has been lodged with the ASX.

In accordance with rule 11.18 of the Constitution, the Chair has determined that voting on all resolutions at the Meeting will be conducted by poll.

How to vote prior to the Meeting

Shareholder may appoint a proxy online at www.linkmarketservices.com.au or by submitting a proxy form to the Share Registry. Please note that to be valid, your proxy appointment needs to be received at least 48 hours prior to the Meeting (i.e. by no later than 11:00 am (AEDT) on Monday 14 November 2022).

Even if you plan to attend the virtual Meeting, you are still encouraged to submit a directed proxy in advance of the Meeting so that your votes can still be counted if for any reason you cannot attend (for example, if there is an issue with your internet connection on the day of the Meeting).

To log into www.linkmarketservices.com.au to appoint your proxy online, you will need your holder identifier (SRN or HIN) and postcode.

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. If you require a second proxy form, please contact the Company Secretary on +61 414 752 804 or by email at [email protected] .

In accordance with rules 11.19 and 11.20 of the Constitution and section 249L(1)(d) of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder 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 Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed;
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed;
an instrument of proxy in which the name of the appointee is not filled in is taken to be given in favour of the Chair; and
if a Shareholder does not instruct its proxy on how to vote, the proxy may, subject to any voting exclusions applicable to each Resolution, vote as he or she sees fit at the Meeting.

Further details on these matters are set out below.

Proxy vote if appointment specifies way to vote

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

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
if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
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
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

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
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
➢ the proxy is not recorded as attending the meeting; or
➢ 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.

Chair’s intentions in relation to undirected proxies

The Chair intends to vote undirected proxies in favour of all Resolutions.

Voting by Corporate Representative or Attorney

Corporate representative

Corporate shareholders who wish to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the corporate shareholder’s representative. The authorisation may be effective either for this Meeting only or for all meetings of the Company.

Powers of attorney and authorities

The appointment of an attorney for the Meeting is not effective unless the instrument appointing the attorney, and the original or an attested copy of the power of attorney or other authority (if any) under which the instrument is signed, are received by the Company at its registered office or by the Share Registry at least 48 hours before the Meeting (i.e. by no later than 11:00 am (AEDT) on Monday 14 November 2022). Any forms received after that time will not be valid for the scheduled Meeting.

Forward looking statements

Some of the statements appearing in this Notice are in the nature of forward looking statements, including statements of intention, opinion and belief and predictions as to possible future events. Such statements are not statements of fact and there can be no certainty of outcome in relation to matters to which the statements relate.

Forward looking statements and statements in the nature of forward looking statements are only predictions and are subject to inherent risks and uncertainties (both known and unknown) which may or may not be all within the control of the Company. Although the Company believes that the expectations reflected in any forward looking statements included in this Notice are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual outcomes, events or results are likely to differ – possibly to a material extent – from the outcomes, events or results expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement in this Notice.

None of the Company or its directors, officers, employees or advisers makes any representation, warranty or guarantee (expressed or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement any statement in the nature of a forward looking statement in this Notice, or any outcome expressed or implied in any such statement.

All Shareholders are cautioned not to place undue reliance on any forward looking statement or any statement in the nature of a forward looking statement having regard to the fact that the outcome may not be achieved. The forward looking statements and statements in the nature of forward looking statements in this Notice reflect views held only as at the date of this Notice.

Required Majority

Each of the Resolutions proposed in this Notice of Meeting are ordinary resolutions and will be passed if, in each case, more than 50% of the votes cast by Shareholders entitled to vote on the relevant Resolution are cast in favour of that Resolution.

Questions at the Meeting

Shareholders will be able to submit written questions to the Company regarding the Resolutions in advance of the Meeting. Questions may be submitted online at www.linkmarketservices.com.au . Questions should be submitted no later than 11:00 am (AEDT) on Monday 14 November 2022.

The Company will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions raised. Please note that individual responses will not be sent to shareholders.

Shareholders and proxyholders will be given an opportunity to ask questions in real-time via the online platform at https://meetings.linkgroup.com/AROGM22 .

LETTER FROM THE CHAIRMAN

Dear fellow Shareholder,

I am pleased to invite you to attend this General Meeting of the Shareholders of Astro Resources NL ( Company or Astro ), which is scheduled to be held as a hybrid meeting at 11:00 am (AEDT) on Wednesday 16 November 2022 ( Meeting ). You can attend the Meeting in person at Addisons, Level 12, 60 Carrington Street, Sydney NSW 2000, or virtually via a live webcast.

Enclosed with this letter is the Notice of the Meeting which details the items of business to be dealt with at the Meeting.

As announced on ASX on 19 September 2022, the Company has entered into a binding agreement with ASX-listed company, Greenvale Mining Limited (ASX:GRV) ( Greenvale ), to acquire a majority 80% equity interest in Knox Resources Pty Ltd ( Knox ) ( Proposed Acquisition ). Subject to Shareholder approval, the Proposed Acquisition will enable the Company to expand its operations to include the Iron-Oxide Copper Gold project being undertaken by Knox in the East Tennant province in the Northern Territory ( Georgina Project ).

The Proposed Acquisition will result in the Company acquiring an 80% interest in the Georgina Project in exchange for 46 million Consolidated Shares in the Company (or 1.15 billion Shares, if the Share Consolidation is not approved at the Meeting), which represents 17.07% (on an Undiluted Basis) or 16.73% (on a Fully Diluted Basis) of the anticipated total issued share capital of the Company immediately after Completion of the Proposed Acquisition, taking into the impact of each of the new Share issues contemplated by the Resolutions outlined below. Greenvale will also be granted a 2% net smelter royalty in respect of IOCG products derived from the Tenements owned by Knox after, and subject to, Completion of the Proposed Acquisition. As outlined in the SRK Report, the Georgina Project has had a substantial amount of work undertaken on it by Greenvale and this affords Astro with the opportunity to capitalise on the work performed to date.

The Georgina Project offers Astro the opportunity of potentially realising high returns, but as noted in the SRK Report also comes with its risks. The Board believes that majority ownership of such an asset, together with the well-advanced Governor Broome Project, provides the Company with a well-diversified portfolio. While the Needles Project remains under evaluation, the Board considers that ownership of the Georgina Project will continue to ensure that Shareholder value is created.

As part of the Proposed Acquisition, the Company is looking to welcome Greenvale nominee, Anthony (Tony) Leibowitz, to the Board and in the capacity as Chairman (subject to shareholder approval). Tony not only possesses outstanding leadership qualities, but also, has deep access into the investment community. In addition, under the Proposed Acquisition, the Company will assume a much-needed technical team, including CEO Matt Healy. The addition of the above people places Astro in a much better position to successfully exploit its assets.

The purpose of the Meeting is to seek the approval of Shareholders to those matters necessary to proceed with the Proposed Acquisition and its associated transactions. Specifically, Shareholders are asked to consider and, if thought fit, approve:

Resolution 1: the Proposed Acquisition, including the issue of approximately 17.07% (on an Undiluted Basis) or 16.73% (on a Fully Diluted Basis) (by number) of the total issued Share capital of the Company to Greenvale immediately after completion of the Series of Transactions, as consideration for the shares in Knox ( Consideration Shares ) (see Section 1 of the Explanatory Statement).
Resolutions 2: the appointment of Greenvale nominee, Mr Anthony Leibowitz as a director of the Company (see Section 2 of the Explanatory Statement).
Resolution 3: the consolidation of the Company’s Shares and Performance Shares on a 25 to 1 basis (see Section 3 of the Explanatory Statement) ( Share Consolidation ).
Resolution 4: the ratification of the prior issue of 188,025,688 Shares (on a pre-Share Consolidation basis) to Sophisticated Investors pursuant to the first tranche of a two-staged Placement, which raised $654,683 (before costs) (see Section 4 of the Explanatory Statement).

Resolution 5-8: the issue of up to a further 27,769,878 Consolidated Shares or 694,246,952, Shares (if the Share Consolidation is not approved) to new and existing Sophisticated Investors at a price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation is not approved), pursuant to the second tranche of the two-staged Placement, to raise a further $2,082,740 This comprises the issue of:
(Resolution 5) up to 6,666,667 Consolidated Shares or 166,666,667 Shares (if the Share Consolidation is not approved) to Mining Investments Limited, an entity related to myself, raising up to $500,000 (before costs) (see Section 5 of the Explanatory Statement);
(Resolution 6) up to 1,836,545 Consolidated Shares or 45,913,619 Shares (if the Share Consolidation is not approved) to HPG Urban Development Holdings Pty Ltd, the Company’s largest shareholder as at the date of this Notice, raising up to $137,741 (before costs) (see Section 6 of the Explanatory Statement);
(Resolution 7) up to 2,333,333 Consolidated Shares or 58,333,333 Shares (if the Share Consolidation is not approved) to Mr Leibowitz (or his nominee), subject to his election as a director of the Company under Resolution 2, raising up to $175,000 (before costs) (see Section 7 of the Explanatory Statement); and
(Resolution 8) up to 16,933,333 Consolidated Shares or 423,333,333 Shares (if the Share Consolidation is not approved) to various new Unrelated Sophisticated Investors, raising up to $1,270,000 (before costs) (see Section 8 of the Explanatory Statement).
Resolution 9: the issue of up to 2,875,000 Performance Shares (on a post-Share Consolidation basis, assuming Resolution 3 is approved) or 71,875,0000 Performance Shares (if the Share Consolidation is not approved) to Mr Leibowitz pursuant to the Company’s Loan Funded Share Plan, subject to his election as a director of the Company under Resolution 2 (see Section 9 of the Explanatory Statement).

Other than the Share Consolidation at Resolution 3, the approval of each Resolution proposed in this Notice is subject to the approval of each other Resolution. I encourage you to read the Explanatory Statement carefully to understand the details of the Proposed Acquisition and associated transactions.

In the event you are unable to attend the Meeting in person, I would encourage all Shareholders to attend the virtual Meeting by logging in at the platform at https://meetings.linkgroup.com/AROGM22 using your holder identifier (SRN or HIN) and postcode, so that you have your say in this Company’s activities. Voting on all Resolutions at the Meeting will occur by way of poll, and the online platform will enable Shareholders to lodge a vote in real time.

Even if you plan to attend the physical or virtual Meeting, you are still encouraged to submit a directed proxy in advance of the Meeting so that your votes can still be counted if for any reason you cannot attend (for example, if there is an issue with your internet connection on the day of the Meeting).

I am excited about the future of the Company and its prospects, and look forward to the Meeting.

Yours faithfully

==> picture [90 x 98] intentionally omitted <==

Jacob Khouri Non-Executive Chairman

BUSINESS OF THE MEETING

PART A – ACQUISITION OF KNOX RESOURCES PTY LIMITED

As announced on ASX on 19 September 2022, the Company has entered into a share sale and purchase agreement to acquire 80% (by number) of the issued share capital of Knox Resources Pty Limited (ACN 623 480 286) ( Knox ) from Greenvale Mining Limited (ACN 000 743 555) ( Greenvale ), in consideration for 46,000,000 Consolidated Shares (if Resolution 3 is approved) or 1,150,000,000 Shares (if the Share Consolidation under Resolution 3 is not approved), subject to Shareholder approval (see Section 1.2 of the Explanatory Statement) ( Proposed Acquisition ).

Completion of the Proposed Acquisition is conditional upon, amongst other things, the passage of all Resolutions in this Notice other than Resolution 8, and will not proceed if any of the Resolutions other than Resolution 8 is not approved by Shareholders, unless waived by mutual agreement of Greenvale and the Company, subject to compliance with the Listing Rules and the Corporations Act.

Further details of the Proposed Acquisition are included in Section 1.1 of the Explanatory Statement.

The approval of the issue of the Consideration Shares to Greenvale pursuant to Resolution 1 is subject to the approval by Shareholders of each other Resolution in this Notice, other than Resolution 3.

1. RESOLUTION 1 – APPROVAL OF ACQUISITION OF SHARES IN KNOX RESOURCES PTY LIMITED

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

“That, subject to the approval of each other Resolution in this Notice, except for Resolution 3, approval is given for the Company to:

(a) acquire 80% (by number) of the total issued share capital of Knox Resources Pty Limited (ACN 623 480 286) ( Knox ) from Greenvale Mining Limited (ACN 000 743 555) ( Greenvale );
(b) including, for the purposes of ASX Listing Rule 7.1 and for all other purposes, to issue:
(i) if the Share Consolidation under Resolution 3 is approved, up to 46,000,000 Consolidated Shares; or
(ii) if the Share Consolidation under Resolution 3 is not approved, up to 1,150,000,000 Shares,

to Greenvale as consideration for the acquisition of 80% (by number) of the total issued share capital of Knox,

on the terms and conditions contemplated in the Explanatory Statement accompanying the Notice of this Meeting.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of Greenvale, any person who will obtain a material benefit (other than solely by reason of being a Shareholder) as a result of the proposed issue under this Resolution 1 (if any) or any of their Associates. However, this does not apply to a vote cast in favour of this Resolution 1 by:

(a) a person, as proxy or attorney for a person who is entitled to vote on this Resolution 1, in accordance with the directions given to the proxy or attorney to vote on this Resolution 1 in that way; or

(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 1, in accordance with a direction given to the Chair to vote on this Resolution 1 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 1; and
(ii) the holder votes on this Resolution 1 in accordance with the directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – ANTHONY LEIBOWITZ

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

“That, subject to the approval of each other Resolution in this Notice, except for Resolution 3, Anthony Leibowitz, being eligible and having offered himself for election, be elected as a director of the Company, with effect on and subject to completion of the acquisition by the Company of 80% (by number) of the total issued share capital of Knox Resources Pty Limited (ACN 623 480 286), on the terms and conditions contemplated in the Explanatory Statement accompanying the Notice of this Meeting.”

PART B – SHARE CONSOLIDATION AND ISSUE OF PLACEMENT SHARES

The Board has formed the view that the current number of Shares on issue has become unworkable and that a consolidation of all of the Shares on issue is required. The consolidation is to be dealt with in Resolution 3.

Further, as previously announced, the Board is undertaking the Placement to fund the costs associated with the Proposed Acquisition (if approved and completed), including the proposed exploration program to be conducted by Knox, as well as the costs of the Company’s various other exploration projects and for working capital. It is a condition of the Proposed Acquisition to raise up to a total of $1,750,000 (before costs), subject to certain Shareholder approvals ( Placement Condition ).

The Board is undertaking the Placement in two tranches to new and existing Sophisticated Investors. The first tranche of the Placement was completed on 19 September 2022, with a total of 188,025,688 Shares issued (on a pre-Share Consolidation basis) in reliance on the Company’s Additional 10% Placement Capacity under Listing Rule 7.1A, raising $654,683 (before costs) ( Tranche 1 Placement ). The ratification of the Share issue under the Tranche 1 Placement is dealt with in Resolution 4.

In addition to the Tranche 1 Placement:

(a) substantial Shareholders Mining Investments Limited and HPG Urban Development Holdings Pty Ltd have each agreed to subscribe for, respectively, $500,000 and $137,741 worth of Shares under the second tranche of the Placement (Resolutions 5 and 6);
(b) Mr Anthony Leibowitz has agreed to subscribe for $175,000 worth of Shares under the second tranche of the Placement, subject to his election as a director of the Company under Resolution 2 (Resolution 7); and
(c) a number of new Unrelated Sophisticated Investors have agreed to subscribe for $1,270,000 worth of Shares under the second tranche of the Placement (Resolution 8),

in each case, subject to the Proposed Acquisition and each Resolution in this Notice, other than Resolution 3, being approved by Shareholders, and at an issue price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved) (collectively, Tranche 2 Placement ).

Together, the Tranche 1 Placement and (if approved by Shareholders) the Tranche 2 Placement will result in a total of $2,737,424 being raised.

Completion of the Proposed Acquisition is conditional upon the passage of each of the Resolutions in this Notice other than Resolution 8, and will not proceed if any of the Resolutions other than Resolution 8 is not approved by Shareholders, unless waived by mutual agreement of Greenvale and the Company, subject to compliance with the Listing Rules and the Corporations Act.

Further details of the Placement are included in Sections 4 to 8 of the Explanatory Statement.

3. RESOLUTION 3 – CONSOLIDATION OF SHARE CAPITAL

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

“That, pursuant to section 254H of the Corporations Act and for all purposes, the issued share capital of the Company be consolidated on the basis that:

(a) every 25 Shares on issue at the time of the close of this Meeting be consolidated into 1 Share; and
(b) every 25 Performance Shares on issue at the time of the close of this Meeting be consolidated into 1 Performance Share,

with any fraction of a Consolidated Share or Consolidated Performance Share to be rounded down to the nearest whole number and otherwise on the terms and conditions set out in the Explanatory Statement accompanying the Notice of this Meeting.”

4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1A

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

“ That, subject to the approval of each other Resolution in this Notice, except for Resolution 3, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue under ASX Listing Rule 7.1A of 188,025,688 Shares to Sophisticated Investors at an average issue price of $0.0035 per Share (on a pre-Share Consolidation basis) pursuant to the placement completed by the Company on 19 September 2022 ( Tranche 1 Placement ), as described in the Explanatory Statement accompanying this Notice of Meeting, be ratified and approved .”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of any person who participated in the Tranche 1 Placement or any Associate of any such person. However, this does not apply to a vote cast in favour of this Resolution 4 by:

(a) a person, as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with the directions given to the proxy or attorney to vote on this Resolution 4 in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 4, in accordance with a direction given to the Chair to vote on this Resolution 4 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 4; and
(ii) the holder votes on this Resolution 4 in accordance with the directions given by the beneficiary to the holder to vote in that way.

5. RESOLUTION 5 – ISSUE OF SHARES TO MINING INVESTMENTS LIMITED UNDER TRANCHE 2 PLACEMENT

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

“That, subject to the approval of each other Resolution in this Notice, except for Resolution 3, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Mining Investments Limited (or its nominee):

(a) if the Share Consolidation under Resolution 3 is approved, up to 6,666,667 Consolidated Shares at an issue price of $0.075 per Consolidated Share; or
(b) if the Share Consolidation under Resolution 3 is not approved, up to 166,666,667 Shares at an issue price of $0.003 per Share,

pursuant to the proposed placement announced by the Company on 1 June 2022, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of Mining Investments Limited, its nominees, any person who will obtain a material benefit (other than solely by reason of being a Shareholder) as a result of the proposed issue under this Resolution 5 (if any), or any of their Associates. However, this does not apply to a vote cast in favour of this Resolution 5 by:

(a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with the directions given to the proxy or attorney to vote on this Resolution 5 in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 5, in accordance with a direction given to the Chair to vote on this Resolution 5 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 5; and
(ii) the holder votes on this Resolution 5 in accordance with the directions given by the beneficiary to the holder to vote in that way.

6. RESOLUTION 6 – ISSUE OF SHARES TO HPG URBAN DEVELOPMENT HOLDINGS PTY LTD UNDER TRANCHE 2 PLACEMENT

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

“That, subject to the approval of each other Resolution in this Notice, except for Resolution 3, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue to HPG Urban Development Holdings Pty Ltd (or its nominee):

(a) if the Share Consolidation under Resolution 3 is approved, up to 1,836,545 Consolidated Shares at an issue price of $0.075 per Consolidated Share; or
(b) if the Share Consolidation under Resolution 3 is not approved, up to 45,913,619 Shares at an issue price of $0.003 per Share,

pursuant to the proposed placement announced by the Company on 1 June 2022, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of HPG Urban Development Holdings Pty Ltd, its nominees, any person who will obtain a material benefit (other than solely by reason of being a Shareholder) as a result of the proposed issue under this Resolution 6 (if any), or any of their Associates. However, this does not apply to a vote cast in favour of this Resolution 6 by:

(a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with the directions given to the proxy or attorney to vote on this Resolution 6 in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 6, in accordance with a direction given to the Chair to vote on this Resolution 6 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 6; and
(ii) the holder votes on this Resolution 6 in accordance with the directions given by the beneficiary to the holder to vote in that way.

7. RESOLUTION 7 – APPROVAL OF PARTICIPATION OF NEW DIRECTOR ANTHONY LEIBOWITZ IN TRANCHE 2 PLACEMENT

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

(a) if the Share Consolidation under Resolution 3 is approved, up to 2,333,333 Consolidated Shares at an issue price of $0.075 per Consolidated Share; or
(b) if the Share Consolidation under Resolution 3 is not approved, up to 58,333,333 Shares at an issue price of $0.003 per Share,

pursuant to the proposed placement announced by the Company on 1 June 2022, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of Anthony Leibowitz, his nominees, any person who will obtain a material benefit (other than solely by reason of being a Shareholder) as a result of the proposed issue under this Resolution 7 (if any), or any Associate of any such persons. However, this does not apply to a vote cast in favour of this Resolution 7 by:

(a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with the directions given to the proxy or attorney to vote on this Resolution 7 in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 7, in accordance with a direction given to the Chair to vote on this Resolution 7 as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 7; and
(ii) the holder votes on this Resolution 7 in accordance with the directions given by the beneficiary to the holder to vote in that way.

8. RESOLUTION 8 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO UNRELATED SOPHISTICATED INVESTORS

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

(a) if the Share Consolidation under Resolution 3 is approved, up to 16,933,333 Consolidated Shares at an issue price of $0.075 per Consolidated Share; or
(b) if the Share Consolidation under Resolution 3 is not approved, up to 423,333,333 Shares at an issue price of $0.003 per Share,

to Unrelated Sophisticated Investors pursuant to the proposed placement announced by the Company on 1 June 2022, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit (other than solely by reason of being a Shareholder) as a result of, the proposed issue under this Resolution 8, or any Associate of any such person. However, this does not apply to a vote cast in favour of this Resolution 8 by:

(a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution 8, in accordance with the directions given to the proxy or attorney to vote on this Resolution 8 in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 8, in accordance with a direction given to the Chair to vote on this Resolution 8 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 8; and
(ii) the holder votes on this Resolution 8 in accordance with the directions given by the beneficiary to the holder to vote in that way.

PART C – ISSUE OF PERFORMANCE SHARES

Subject to his appointment as a non-executive director of the Company under Resolution 2, the Board proposes to grant Performance Shares to Mr Anthony Leibowitz under the Company’s Loan Funded Share Plan, as part of his remuneration package.

The Performance Shares will be issued at the prevailing market price of the Shares. The issue price however will be funded by a limited recourse loan from the Company, and therefore, the Company will not receive any cash payment as consideration for their issue.

The issue of the Performance Shares to Mr Leibowitz will be subject to the approval by Shareholders of each other Resolution in this Notice, except for Resolution 3, as described above.

Further details of the proposed issue of Performance Shares are included in Section 9 of the Explanatory Statement.

9. RESOLUTION 9 – APPROVAL OF ISSUE OF PERFORMANCE SHARES TO NEW DIRECTOR ANTHONY LEIBOWITZ

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

“ That, subject to the approval of each other Resolution in this Notice, except for Resolution 3, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue and allocation to and acquisition by Anthony Leibowitz (or his nominee) of :

(a) if the Share Consolidation under Resolution 3 is approved, 2,875,000 Plan Shares, on a post-Share Consolidation basis; or
(b) if the Share Consolidation under Resolution 3 is not approved, 71,875,000 Plan Shares,

at an issue price per Plan Share equal to the closing price of the Shares on ASX on the date of the Meeting, in accordance with the Company’s Loan Funded Share Plan, and the giving of financial assistance by the Company to Anthony Leibowitz (or his nominee) to fund the acquisition of those Plan Shares, in each case on the terms and conditions set out in the Explanatory Statement accompanying the Notice of this Meeting.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf of Anthony Leibowitz, his nominees, any other Director or person to whom Listing Rule 10.14.3 applies who is eligible to participate in the Company’s Loan Funded Share Plan, or any Associate of any such persons. However, this does not apply to a vote cast in favour of this Resolution 9 by:

(a) a person, as proxy or attorney for a person who is entitled to vote on this Resolution 9, in accordance with the directions given to the proxy or attorney to vote on this Resolution 9 in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 9, in accordance with a direction given to the Chair to vote on this Resolution 9 as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of the persons excluded from voting, on this Resolution 9; and

(ii) the holder votes on this Resolution 9 in accordance with the directions given by the beneficiary to the holder to vote in that way.

Proxy Exclusion: A person appointed as proxy must not vote on the basis of that appointment, on this Resolution 9 if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution 9.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution 9 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Dated: Monday 10 October 2022

By order of the Board

==> picture [146 x 57] intentionally omitted <==

Vince Fayad Company Secretary and Executive Director

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Board believes to be material to Shareholders in deciding whether or not to vote in favour of the Resolutions.

1. RESOLUTION 1 – APPROVAL OF ACQUISITION OF SHARES IN KNOX RESOURCES PTY LIMITED

1.1 Background

Resolution 1 seeks the approval of Shareholders to permit the Company to acquire 80% (by number) of the total issued share capital of Knox Resources Pty Ltd ( Knox ) ( Proposed Acquisition ), in consideration for the issue to the vendor of approximately 17.07% (on an Undiluted Basis) or 16.73% (on a Fully Diluted Basis) (by number) of the anticipated total issued Share capital of the Company immediately after completion of the Series of Transactions (as defined below), if approved ( Consideration Shares ).

Knox is the 100% owner of the Georgina and South Nicholson Basin Iron-Oxide Copper Gold ( IOCG ) Exploration Projects located in the East Tennant and South Nicholson Basin regions in the Northern Territory ( Georgina Project ), and is currently a wholly owned subsidiary of ASX-listed company, Greenvale Mining Limited (ASX:GRV) ( Greenvale ).

On 19 September 2022, the Company entered into a Share Sale and Purchase Agreement with Greenvale in relation to the Proposed Acquisition ( Acquisition Agreement ). Completion of the Proposed Acquisition is conditional upon, amongst other things, the Company receiving the approval of Shareholders to:

(a) Resolution 1: the Proposed Acquisition, including the issue of the Consideration Shares (see Section 1.2 below);
(b) Resolution 2: the appointment of Greenvale nominee, Mr Anthony Leibowitz, as a director of the Company (see Section 2 below);
(c) Resolution 3: the consolidation of the Company’s Shares and Performance Shares on a 25 to 1 basis (see Section 3 below);
(d) Resolution 4: the ratification of the prior issue of 188,025,688 Shares (on a pre-Share Consolidation basis) to Sophisticated Investors pursuant to the Tranche 1 Placement, which raised a total of $654,683 (before costs) (see Section 4 below);
(e) Resolution 5-8: the issue of up to a further 25,669,878 Consolidated Shares or 641,746,952 Shares (if the Share Consolidation is not approved) to new and existing Sophisticated Investors at a price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation is not approved), pursuant to the Tranche 2 Placement, to raise a further $2,082,741 (before costs). This comprises issues of:
(i) ( Resolution 5 ) up to 6,666,667 Consolidated Shares or 166,666,667 Shares (if the Share Consolidation is not approved) to Mining Investments Limited, a related party of the Company, raising up to $500,000 (before costs) (see Section 5 below);
(ii) ( Resolution 6 ) up to 1,836,545 Consolidated Shares or 45,913,619 Shares (if the Share Consolidation is not approved) to HPG Urban Development Holdings Pty Ltd, the Company’s largest shareholder as at the date of this Notice, raising up to $137,741 (before costs) (see Section 6 below);

(iii) ( Resolution 7 ) up to 2,333,333 Consolidated Shares or 58,333,333 Shares (if the Share Consolidation is not approved) to Mr Leibowitz (or his nominee), subject to his election as a director of the Company under Resolution 2, raising up to $175,000 (before costs) (see Section 7 below); and
(iv) ( Resolution 8 ) up to 16,933,333 Consolidated Shares or 423,333,333 Shares (if the Share Consolidation is not approved) to various new Unrelated Sophisticated Investors, raising up to $1,270,000 (before costs) (see Section 8 below); and
(f) Resolution 9: the issue of up to 2,875,000 Performance Shares (on a post-Share Consolidation basis, assuming Resolution 3 is approved) or 71,875,0000 Performance Shares (if the Share Consolidation is not approved) to Mr Leibowitz pursuant to the Company’s Loan Funded Share Plan, subject to his election as a director of the Company under Resolution 2 (see Section 9 of the Explanatory Statement),

(collectively, Series of Transactions ).

The material terms and conditions of the Proposed Acquisition are outlined in Section 1.2 below. Further information on the Georgina Project is set out in Section 1.3.

1.2 Proposed Acquisition

As noted in Section 1.1, the Company is proposing to acquire 80% (by number) of the entire issued share capital of Knox, being, as at the date of this Notice, a total of 32,000,002 fullypaid ordinary shares in the issued capital of Knox ( Acquisition Shares ).

As detailed in Section 1.3, Knox is the holder of ten granted Exploration Licences and three Exploration Licence Applications in the East Tennant and South Nicholson Basin regions in the Northern Territory (collectively, Tenements ). In addition to the Tenements, Knox also owns plant and equipment associated with running its business and has the benefit of two leased premises which are used as a mining office and storage facility.

Under the Acquisition Agreement, it is contemplated that:

(a) consideration: as consideration for the sale of the Acquisition Shares to the Company, Greenvale will be entitled to receive, on Completion, approximately 17.07% (on an Undiluted Basis) or 16.73% (on a Fully Diluted Basis) (by number) of the anticipated total issued Share capital of the Company immediately after completion of the Series of Transactions, comprising:
(i) if the Share Consolidation under Resolution 3 is approved, 46,000,000 Shares (on a post-Share Consolidation basis); or
(ii) if the Share Consolidation under Resolution 3 is not approved 1,150,000,000 Shares,

(collectively, Consideration Shares ). The Consideration Shares have an implied value of $4,600,000, which was calculated on the basis of the market price of the Company’s Shares at the time of negotiation of the heads of agreement to the Proposed Acquisition, being $0.10 per Share (on a post-Share Consolidation basis) or $0.004 per Share (if the Share Consolidation is not approved);

(b) escrow:
(i) 30% (by number) of the Consideration Shares will be escrowed for 12 months after their date of issue; and

(ii) a further 50% (by number) of the Consideration Shares will be escrowed for 24 months after their date of issue;
(c) conditions precedent to Completion: Completion of the Proposed Acquisition will be conditional upon certain requirements first being met, including:
(i) Shareholder approval: each of the Resolutions contained in this Notice, as summarised in Section 1.1 above, being approved by Shareholders;
(ii) royalty: Greenvale being granted a 2% net smelter royalty in respect of IOCG products derived from the Tenements owned by Knox after Completion ( Royalty );
(iii) shareholders deed: the Company and Greenvale entering into a shareholders deed to regulate their respective rights and interests as shareholders of Knox after Completion. Relevantly:
- (A) board composition: Knox will have a minimum of two and a maximum of three directors appointed to its board. For so long as the Company has a majority shareholding in Knox, it is entitled to appoint one or more persons to the Knox board. On the other hand, Greenvale is not entitled to appoint any representative to the board. The chairperson is to be appointed by the Company and will have a casting vote at any board meeting.
- (B) funding: each shareholder will be required to contribute to the future capital requirements of Knox after Completion, in proportion to their respective percentage shareholding in Knox. Funding is to be satisfied by way of unsecured loan, equity, or a combination of both (in that order of priority). If either shareholder is unable or declines to make the necessary contribution, its interest in Knox will be diluted and the other shareholder’s interest in Knox will correspondingly increase;
- (C) dilution: to the extent that any shareholder’s interest in Knox is diluted by reason of its inability to contribute to Knox’s capital requirements, such dilution will be determined having regard to the fair market value of Knox, with assets and liabilities valued on a control basis, as determined by an independent expert at the relevant time;
- (D) pre emptive rights: no shareholder can sell or otherwise dispose or encumber its shares in Knox to a third party, without first offering its shares to the other shareholder for a cash price. Further, Greenvale is not permitted to invoke these pre-emptive rights provisions within the first two years after Completion, by reason of the option granted to the Company in respect of its remaining shares in Knox (see paragraph (iv) of this Section 1.2(c) below);
- (E) drag along rights: for so long as the Company has a majority shareholding in Knox, it may require Greenvale to sell all of its shares in Knox to a third party on no less favourable terms as the Company is selling all of its shares in Knox to that party;
- (F) tag along rights: for so long as Greenvale holds 10% or more of the shares in Knox, it may require the Company to procure a third party to buy all of Greenvale’s shares in Knox on no less favourable terms as the Company is selling all of its shares in Knox to that party; and

(G) events of default: the shareholders deed contains customary default provisions which suspend a defaulting shareholder’s rights in respect of the company upon an event of default occurring, until the default is remedied. The non-defaulting shareholder also has the option to purchase all of the defaulting shareholder’s shares at 80% of their fair market value, as determined by an independent expert, in those circumstances;
(iv) options to acquire remaining shares in Knox and Royalty: the Company being granted options to acquire:
(A) all of the remaining shares held by Greenvale in the issued capital of Knox (being, as at the date of this Notice, a total of 8,000,001 fully-paid ordinary shares in the issued capital of Knox) ( Remaining GRV Interest ), exercisable within two years from Completion of the Proposed Acquisition ( Knox Option ); and
(B) the Royalty, exercisable within five years from Completion of the Proposed Acquisition ( Royalty Option ),

in each case, in consideration for either further Shares in the Company or cash (at the election of the Company).

If the Company exercises the Knox Option, the value of the Remaining GRV Interest will be determined by independent valuation, and will be payable by the Company to Greenvale in cash unless if the Company elects to issue Shares as consideration for the further acquisition, in which case the number of Shares to be issued as consideration will be determined by dividing the cash value of the Remaining GRV Interest (as determined by the independent expert) by the VWAP of the Company’s Shares over the 7 trading days up to and including the date of exercise of the Knox Option.

Similarly, if the Company exercises the Royalty Option, the value of the Royalty will be determined by independent valuation, and will be payable by the Company to Greenvale in cash unless if the Company elects to issue Shares as consideration, in which case the number of Shares to be issued will be determined by dividing the cash value of the Royalty (as determined by the independent expert) by the VWAP of the Company’s Shares over the 7 trading days up to and including the date of exercise of the Royalty Option.

In the event the Company exercises the Knox Option and/or the Royalty Option, the acquisition of the Remaining GRV Interest in Knox or the Royalty (as the case may be) will be subject to further approval by Shareholders;

(v) transfer of Knox employees: certain key employees of Greenvale involved in works relating to the Georgina Project, including Chief Executive Officer Matthew Healy, (collectively, Key Employees ) accepting employment with the Company (or Knox, at the Company’s election); and
(vi) related party debt: all related party debt between Knox and Greenvale being extinguished or capitalised;

(d) Board representation: on Completion and subject to Shareholder approval, one nominee of Greenvale, Mr Anthony Leibowitz, will be appointed to the Board of the Company. Greenvale will also have the right to nominate one additional representative to be appointed to the Board to fill a casual vacancy, at any time before the first anniversary of Completion. Failure to appoint such additional director within this time frame will result in the loss of this right.
(e) pre Completion rights of termination: prior to Completion, the Company may terminate the Acquisition Agreement if a material adverse event occurs in relation to Knox or Greenvale, including loss of any of the Tenements or the termination, resignation or retirement of any of the Key Employees. Similarly, prior to Completion, Greenvale may terminate the Acquisition Agreement if a material adverse event occurs in relation to the Company;
(f) assumed liabilities: on Completion, the Company will assume responsibility for all liabilities of Knox that are outstanding and remaining to be performed, including in relation to the Tenements and in relation to tax.

Relevantly, the East Tennant sub-project of the Georgina Project (see further Section 1.3) is currently subject to liabilities in the form of outstanding rehabilitation work at the Twin Peaks drillings sites. Rehabilitation for the current drilling program at Banks and Leichardt will also be required. The Company will inherit these commitments upon Completion of the Proposed Acquisition (if approved by Shareholders).

In relation to tax, Greenvale has agreed to indemnify the Company in respect of all tax liabilities of Knox in respect of the period up to Completion. However, the maximum liability of Greenvale under the Acquisition Agreement (including all claims for breach of warranty and claims under the tax indemnity) is limited to the agreed implied value of the Consideration Shares of $4,600,000; and

(g) warranties and indemnities: the Company will have the benefit of certain warranties and indemnities from Greenvale that are customary of a transaction in the nature of the Proposed Acquisition, including specifically in relation to ownership of and rights associated with the Tenements and in relation to tax (as discussed in paragraph (f) immediately above). As noted above, the maximum liability of Greenvale under the Acquisition Agreement is limited to the agreed implied value of the Consideration Shares of $4,600,000.

Subject to the passage of the Resolutions contained in this Notice, the Board has no reason to believe that any of the conditions precedent to Completion of the Proposed Acquisition will not be satisfied in accordance with their terms, and anticipates that Completion will occur in or around mid-November 2022.

1.3 Information on the Georgina Project

Schedule 1 contains an Independent Geologist’s Report prepared by highly-regarded mining consultancy firm, SRK Consulting (Australasia) Pty Ltd ( SRK ), which provides a fulsome analysis of the Georgina Project. Shareholders are encouraged to read this report in full.

Located in the highly prospective East Tennant and South Nicholson Basin regions in the Northern Territory, the Georgina Project comprises ten granted Exploration Licences, and three under application, for a combined total of 4,522km[2] . The tenements are located in two distinct geological areas, namely:

(a) the East Tennant region of the Georgina Basin; and
(b) the Ranken Project area of the South Nicholson Basin.

The tenements in the East Tennant Project target basement rocks considered prospective for ‘Tennant Creek style’ IOCG mineralisation, whereas the tenements in the South Nicholson Basin target sedimentary copper and SEDEX lead-zinc deposits within the undercover western extension of the Mount Isa province.

The IOCG deposits in the East Tennant and South Nicholson Basin regions are typically large, economically attractive copper-gold deposits with some smaller high-grade variants – most notably those at Tennant Creek. This style of deposit contains elevated levels (10-60wt%) of the iron oxide minerals magnetite and hematite, which gives rise to their (typically) elevated magnetic and gravity (density) properties.

East Tennant Project

The East Tennant province has been the subject of intense geoscientific investigation by both Geoscience Australia and the Northern Territory Geological Survey ( NTGS ) for over five years. Pre-competitive work undertaken as part of the Federal Government’s $225 million Exploring for the Future program ( EFTF ) included solid geology interpretation, alteration proxy mapping and mineral prospectivity mapping for IOCG deposits. The collaborative MinEx CRC National Drilling Initiative, conducted in late 2020, confirmed the highly prospective nature of the region by intersecting prospective host rocks, IOCG-style alteration and sulphide mineralisation as part of a 10-hole program at East Tennant.

In addition to IOCG prospectivity, the eastern tenements of the East Tennant Project overlie sedimentary rocks which are host to world-class mineral base metal deposits, including the Century lead-zinc deposit in Lawn Hill and the Mount Isa copper mine in Mount Isa. Recent regional studies have highlighted the prospectivity of this region for sediment-hosted base metal deposits.

SRK was engaged in 2021 to complete a review and compilation of regional, local and historical datasets, structural and solid geological interpretation, and generation of ranked Tennant Creek-style IOCG exploration targets. Over 90 conceptual targets were identified as part of SRK’s review.

As the East Tennant prospect areas are undercover, all interpretations have relied on magnetic and gravity geophysical datasets, however the IOCG targets within this region are well suited to these geophysical methods.

Ranken Project

Exploration within the Ranken Project is early stage, with exploration to date consisting of preliminary geological and structural interpretations and high-level exploration targeting. More detailed geophysical data acquisition is currently planned to evaluate the exploration potential of the tenement area, including a 2km spaced gravity infill and passive seismic survey to better understand the structure and lithological make-up of the tenements, followed by data compilation and interpretation, ground truthing and target refining

Tenements held by Knox

Following a competitive tender process, Knox was awarded nine prospective tenements in the Georgina Project, of which seven progressed to grant in September 2020. Since then, several further applications have been made to consolidate Knox’s tenure position in the region.

Details of the tenements owned by Knox as at the date of this Notice ( Tenements ) are outlined on pages 12 and 13 (Table 3.1) of the Independent Geologist’s Report prepared by SRK Consulting at Schedule 1 of this Notice ( IGR ), and in the Tenure Report prepared by Australian Mining and Exploration Title Services at Schedule 2 of this Notice ( AMETS Report ). A detailed analysis of the Tenements in each of the East Tennant region and the Ranken Project area is set out in the IGR.

Exploration program

To date, over $2.6 million has been expended by Greenvale on the Georgina Project, with an additional $80,000 contributed to exploration by the NTGS as part of two successful co-funded geophysical projects under the Geophysics and Drilling Collaborations program. Over the past 18 months, work conducted includes desktop studies, geophysical surveying, target generation, surface sampling and drill testing, and specifically:

(a) 27,879 line kilometres of airborne magnetic geophysical surveying, at 100 metre line spacing in the central and western tenement areas;
(b) 2,274 gravity station measurements, comprising 1x1km stations over EL32282 and EL32296, with in-fill to 200x200m over select prospect areas;
(c) trial spinifex vegetation sampling and ultrafine soil sampling, with 230 samples taken of each;
(d) Euler deconvolution depth to basement modelling;
(e) inversion modelling of gravity and magnetic geophysical data, including for remnant magnetisation, to support drill targeting;
(f) solid geology interpretation, mineral systems analysis and exploration targeting by SRK Consulting;
(g) drilling of two permitted ground water bores to support drilling operations;
(h) two exploration diamond drill holes at the Twin Peaks prospects, terminating at 796.6 metre and 904.39 metre depths respectively, which intersected anomalous geochemistry in copper, as well as gold, bismuth and uranium;
(i) associated drill sample petrographic polished section preparation and analysis; and
(j) down-hole geophysical surveying.

The forward exploration strategy for the Georgina Project is active, comprehensive and is designed to advance further prospects along the exploration pipeline for drill testing.

Knox has proposed a two-year staged exploration program and budget, which will be conducted in conjunction with the Company upon Completion of the Proposed Acquisition, subject to Shareholder approval. The budgeted exploration expenditure is approximately $1.93 million over the next two years (see page xiv (Table ES-1) of the IGR). Work planned for the current year includes exploration drilling, geophysical surveying, and progressing remaining tenement applications toward grant.

The primary focus will be the East Tennant Project areas, where a drilling program has already commenced to test the immediate target areas. Two such targets, Banks and Leichhardt, are drill-ready and will be tested by initial diamond drill holes this year. Banks and Leichhardt are characterised by coincident magnetic and gravity anomalies, proximity to regional-scale faults, felsic intrusive rocks and near to observed copper mineralisation at the Middle Island Resources (ASX: MDI) Crosswinds copper prospect.

A rolling target generation exploration work program, including, as mentioned above, geophysical gravity and passive seismic surveying on the eastern Ranken tenement group, is planned for the 2022 field season, to ensure a continual flow of prospects into the drill pipeline for systematic drill testing.

Tenement applications EL32280 and EL32284 have a number of prospective conceptual targets, with those on the former a high priority given the presence of outcropping to shallowly sub-cropping rocks on the tenement. Both of these applications are located on Aboriginal freehold land and access is subject to execution of an agreement with the relevant Land Council and Aboriginal landholders. With initial meetings tentatively scheduled for the current year, all efforts will be made to progress these highly prospective tenements through toward grant. However, no exploration activities are being proposed in the short to medium term.

Opinion of SRK Consulting in Independent Geologist Report

As detailed in the IGR, both the East Tennant and Ranken regions of the Georgina Project are largely under explored and their full exploration and mineral economic potential has yet to be realised.

Within the context of the previously completed exploration and associated results, SRK considers the proposed exploration program reasonable and based on sound geological concepts. However, it is important for Shareholders to understand that the previous exploration data are limited in both areal extent and ability to provide a meaningful assessment of the subsurface conditions. The likelihood of any discovery of potentially economic deposits occurring in any of the sub-projects therefore remains highly uncertain especially due to the sedimentary cover thickness. The risks associated with SRK’s review of the Tenements are discussed in further detail in Section 8 of the IGR.

1.4 Funding

As outlined in the “Business of the Meeting” section of this Notice, the Company is undertaking a two-tranche Share placement to raise approximately $2,737,424 to fund the costs of the Proposed Acquisition and the Company’s various exploration projects and working capital requirements in the short-to-medium term (including the $1.93 million exploration program proposed to be conducted by Knox (assuming the Proposed Acquisition is approved by Shareholders and completed)).

As at the date of this Notice, the first tranche of the Placement has already been completed, raising a total of $654,683 (before costs) ( Tranche 1 Placement ).

The second tranche of the Placement will comprise of, subject to Shareholder approval, issues of Shares by the Company to:

(a) substantial Shareholders, Mining Investments Limited ( MIL ) and HPG Urban Developments Pty Ltd ( HPG ), to raise up to a total of $637,741 (before costs) (see Resolutions 5 and 6 below);
(b) proposed new director, Mr Anthony Leibowitz (or his nominee) (subject to his election under Resolution 2) to raise up to $175,000 (before costs) (see Resolution 7 below); and
(c) new Unrelated Sophisticated Investors to raise up to $1,270,000 (before costs) (see Resolution 8 below),

(collectively, Tranche 2 Placement ).

These issues are being conducted at an issue price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved), which represents a 25% discount to the $0.004 of Shares on the ASX on the last trading day prior to the date of this Notice. In the 12-month period preceding this Notice, the highest recorded share price of the Company’s Shares on the ASX (on a pre-Share Consolidation basis) was $0.008 per Share, and the lowest recorded price was $0.00250.

In addition to the above, set out below is a table set out the trading volume history for the last 12 months:

Table 1

Period	Price (Low)	Price (High)	Price VWAP	Total Value	Total Volume	% of Issued Shares
1 day	0.0035	0.0035	0.0035	2,800.00	800,000	0.02%
1 week	0.0030	0.004	0.0037	54,711.65	14,921,360	0.30%
1 month	0.0030	0.004	0.0037	373,235.94	100,723,341	2.14%
3 month	0.00250	0.0055	0.0037	2,249,378.05	602,810,990	12.81%
6 months	0.00250	0.0055	0.0027	1,796,214.58	677,281,459	14.39%
12 months	0.00250	0.008	0.0031	4,092,602.02	1,313,808,036	34.90%

As noted above, the Company’s stock is relatively illiquid with only 34.9% of the shares traded over the last 12 months. In part, this reflects the top 20 shareholders owning over 60% of the Company.

The maximum number of Shares expected to be issued pursuant to each tranche of the Placement is summarised in the following Table 2:

Table 2

Funding source	Funds raised / to be raised (before costs)	Number of Shares issued / to be issued	Number of Shares issued / to be issued	% of total Shares on issue immediately after the Meeting	% of total Shares on issue immediately after the Meeting
		If the Share Consolidation under Resolution 3 is*not* approved	If the Share Consolidation under Resolution 3isapproved	Undiluted Basis	Fully Diluted Basis
Issue of Tranche 1 Placement Shares to Sophisticated Investors1,2	$654,683	188,025,688	7,521,028	2.79%	2.74%
Issue of Tranche 2 Placement Shares toMIL2	$500,000	166,666,667	6,666,667	2.47%	2.43%
Issue of Tranche 2 Placement Shares toHPG2	$137,741	45,913,619	1,836,545	0.68%	0.67%
Issue of Tranche 2 Placement Shares to Anthony Leibowitz2	$175,000	58,333,333	2,333,333	0.87%	0.85%
Issue of Tranche 2 Placement Shares to Unrelated Sophisticated Investors2	$1,620,000	540,000,000	21,600,000	6.28%	6.16%
TOTAL:	$2,737,424	882,272,640	35,290,906

1 The Tranche 1 Placement was completed on 19 September 2022, in reliance on the Company’s Additional 10% Placement Capacity under Listing Rule 7.1A. To “refresh” the Company’s placement capacity under Listing Rule 7.1A, the Board is seeking Shareholder approval to ratify the issue of the Tranche 1 Placement Shares under Resolution 4.

2 Subject to obtaining Shareholder approval of each Resolution in this Notice, other than Resolution 3.

Further details of the Placement are set out in Sections 4.1, 5.1, 6.1, 7.1 and 8.1 below.

1.5 Effect on capital structure

The table below illustrates the potential effect of the Series of Transactions on the share capital of the Company, assuming all of the Resolutions in this Notice are passed and the Series of Transactions are successfully completed in accordance with the terms contemplated in this Notice.

Table 3

Share Issue	Number of Shares issued or to be issued	Number of Shares issued or to be issued	% of total Shares on issue immediately after Meeting	% of total Shares on issue immediately after Meeting
	If the Share Consolidation under Resolution 3 is not approved	If the Share Consolidation under Resolution 3 is approved	Undiluted Basis	Fully Diluted Basis
	Shares
Existing Shares on issue (including Tranche 1 Placement Shares)	4,893,266,954	195,730,678	72.63%	71.20%
Consideration Shares1	1,150,000,000	46,000,000	17.07%	16.73%
MIL Tranche 2 Placement Shares1	166,666,667	6,666,667	2.47%	2.43%
HPG Tranche 2 Placement Shares1	45,913,619	1,836,545	0.68%	0.67%
Leibowitz Tranche 2 Placement Shares1	58,333,333	2,333,333	0.87%	0.85%
Unrelated Sophisticated Investors Tranche 2 Placement Shares1	423,333,333	16,933,333	6.28%	6.16%
Total Shares	6,737,513,905	269,500,556	100%	98.04%
	Performance Shares
Existing Performance Shares on issue	63,000,000	2,520,000	-	0.92%
Leibowitz Performance Shares1	71,875,000	2,875,000	-	1.05%
Total Performance Shares	134,875,000	5,395,000	-	1.96%
				100.0%

1 Subject to obtaining Shareholder approval of each Resolution in this Notice, other than Resolution 3.

1.6 Issue of Consideration Shares – applicable provisions of the Listing Rules and purpose of approval

Listing Rule 7.1, known as the “15% rule”, limits the capacity of an ASX-listed company to issue securities without the approval of its shareholders.

In broad terms, that Listing Rule provides that a company may not issue or agree to issue Equity Securities equal to more than 15% of the total number of Ordinary Securities on issue in the capital of the company 12 months prior to the proposed date of issue or agreement to issue (excluding any shares issued in reliance on the 15% rule in that 12 month period) ( 15% Placement Capacity ) unless the issue or agreement to issue is approved by shareholders or otherwise comes within one of the exceptions to Listing Rule 7.1.

As the proposed issue of the Consideration Shares does not fall within any of the exceptions to Listing Rule 7.1 and would exceed the Company’s 15% Placement Capacity, the effect of Shareholders passing Resolution 1 will be to enable the Company to complete the Proposed Acquisition, including to issue the Consideration Shares in compliance with Listing Rule 7.1.

For this reason, Shareholders are asked to consider and vote upon Resolution 1.

1.7 Issue of Consideration Shares – technical information required under Listing Rule 7.3

The following information in respect of the proposed issue of the Consideration Shares is provided in accordance with Listing Rule 7.3:

(a) Names of persons to whom securities will be issued: the Shares the subject of Resolution 1 are proposed to be issued ASX-listed company, Greenvale Mining Limited (ASX:GRV) ( Greenvale ) as consideration for the acquisition by the Company of 80% (by number) of the total issued share capital of Knox.
(b) Number and class of securities to be issued: a total of:
(i) 46,000,000 fully-paid ordinary shares in the issued capital of the Company (if the Share Consolidation under Resolution 3 is approved, on a post-Share Consolidation basis); or
(ii) 1,150,000,000 fully-paid ordinary shares in the issued capital of the Company (if the Share Consolidation under Resolution 3 is not approved),

(collectively, Consideration Shares ) are proposed to be issued under Resolution 1, if approved.

The Consideration Shares will, upon issue, rank equally with all other Shares then on issue. The Company will apply for official quotation of the Consideration Shares on ASX in accordance with the Listing Rules.

(c) Issue date: if the requisite Shareholder approvals (i.e. all Resolutions other than Resolution 8) are received at the Meeting and subject to each other condition precedent to Completion being satisfied or waived in accordance with the terms of the Acquisition Agreement, the Consideration Shares will be issued on Completion of the Proposed Acquisition, which will occur no later than 3 months after the date of the Meeting.
(d) Issue price: the Consideration Shares will be issued at an implied issue price of:
(i) $0.10 per Share (if the Share Consolidation under Resolution 3 is approved, on a post-Share Consolidation basis); or

(ii) $0.004 per Share (if the Share Consolidation under Resolution 3 is not approved).
(e) Purpose of issue, including intended use of funds raised: the Consideration Shares are being issued as consideration under the Proposed Acquisition. As such, no cash proceeds will be raised from their issue.
(f) Summary of material terms of agreement: the material terms and conditions of the Acquisition Agreement are outlined in Section 1.2 above.

1.8 Consequences of Resolution 1 being passed

If all Resolutions are passed (except for Resolution 3), then subject to each other condition precedent to Completion being satisfied or waived in accordance with the terms of the Acquisition Agreement, the Proposed Acquisition will proceed to Completion. On Completion:

(a) the Company will become the majority 80% shareholder of Knox, with Greenvale holding the balance 20% minority interest;
(b) Greenvale will acquire a relevant interest and voting power in approximately 19.33% (on an Undiluted Basis) or 19.99% (on a Fully Diluted Basis) (by number) of the total issued Share capital of the Company, and become a substantial shareholder of the Company; and
(c) the capital structure of the Company will become expanded in the manner illustrated in the table in Section 1.5 above.

Subject to the passage of the Resolutions contained in this Notice, the Board has no reason to believe that any of the other conditions precedent to Completion of the Proposed Acquisition will not be satisfied in accordance with their terms, and anticipates that Completion will occur at or around the end of October 2022.

1.9 Consequences of Resolution 1 not being passed

If Resolution 1 is not passed, the Acquisition Agreement will be terminated, the Proposed Acquisition will not proceed to Completion and the Company will not have the opportunity to explore the full mineral economic potential of the Georgina Project. In those circumstances, Astro will not:

(a) benefit from any potential upside from the Georgina Project;
(b) will have to seek out its own management team; and
(c) benefit from having an experienced Chairman, Mr Anthony Leibowitz.

In addition, as all Resolutions are conditional upon the passage of Resolution 1, those Resolutions will not be put to Shareholders for consideration at the Meeting and the Series of Transactions will not be completed.

1.10 Voting exclusion

A voting exclusion statement for Resolution 1 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 1.

1.11 Recommendation of Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 1.

Each Director confirms that he has no personal interest in the outcome of Resolution 1.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – ANTHONY LEIBOWITZ

2.1 Background

Shareholders are asked to consider and, if thought fit, approve the election of Mr Anthony Leibowitz as a director of the Company under Resolution 2.

Under the Acquisition Agreement, it is proposed that, on Completion of the Proposed Acquisition, one nominee of Greenvale, Mr Anthony Leibowitz, will be appointed to the Board of the Company, subject to the necessary Shareholder approvals. Mr Leibowitz was one of the founding principals of Knox (including the Georgina Project), prior to its acquisition by Greenvale.

Under the Acquisition Agreement, Greenvale will also have the right to nominate one additional representative to be appointed to the Board to fill a casual vacancy, at any time before the first anniversary of Completion. Failure to appoint such additional director within this time frame will result in the loss of this right. As at the date of this Notice, it is anticipated that immediately following Completion of the Proposed Acquisition and assuming all requisite Shareholder approvals are obtained, the Board will comprise four directors, being Messrs Anthony Leibowitz, Jacob Khouri, Gregory Jones and Vincent Fayad.

Resolution 2 is subject to the passage of Resolution 1. Therefore, Resolution 2 will not be put to Shareholders for consideration at the Meeting if Resolution 1 is not passed.

Conversely, Completion of the Proposed Acquisition is conditional upon, all Resolutions, excluding Resolution 3, unless waived by mutual agreement of Greenvale and the Company, subject to compliance with the Listing Rules and the Corporations Act. As such, if Resolution 2 is not passed, the Acquisition Agreement will be terminated, the Proposed Acquisition will not proceed to Completion and the Company will not have the opportunity to explore the full mineral economic potential of the Georgina Project. The Company will also not have the benefit of Mr Leibowitz’s extensive breadth of corporate experience on the Board, which would be invaluable to the Company’s future exploration activities.

In those circumstances, as noted in Section 1.9 above, the Company would be deprived of not only a high calibre director, but also, a strong management team to support its existing operations.

2.2 Nominee profile – Anthony Leibowitz

An overview of Mr Leibowitz’s qualifications and experience is set out below:

(a) Qualifications, skills and experience: Mr Anthony Leibowitz has over 30 years of corporate finance, investment banking and broad commercial experience, and is a Fellow of Chartered Accountants Australia and New Zealand. Mr Leibowitz has a proven track record of providing the necessary skills and guidance to assist companies grow and generate sustained shareholder value. He was responsible for substantial increases in shareholder value and returns in both: (i) Pilbara Minerals Limited (ASX: PLS), a tier-1 $8.6 billion lithium producer where he was founding chairman and an early investor, and (ii) leading recruitment agency Chandler Macleod Limited. Mr Leibowitz was also a global partner at PricewaterhouseCoopers for several years.
(b) Independence: as at the date of this Notice, Mr Leibowitz has a relevant interest and voting power in 93,750,000 Shares (which is equivalent to approximately 1.92% on an undiluted basis) of the total issued Share capital of the Company as at the date of this Notice. However, assuming each of the Resolutions is passed and the Series of Transactions (including the Proposed Acquisition) are completed, Mr Leibowitz will:

(i) be appointed to the Board as a representative of Greenvale, who will have an approximately 17.07% (on an Undiluted Basis) or 16.73% (on a Fully Diluted Basis) Shareholding in the Company immediately after Completion (see Section 1.8 above);
(ii) acquire a relevant interest and voting power in approximately 19.33% (by number, on an Undiluted Basis) of the total issued Share capital of the Company (in his personal capacity or through one of his nominees) (see Resolution 7); and
(iii) acquire Performance Shares in the Company which, upon satisfaction of the attaching Performance Conditions, will convert into further Shares in the Company at a ratio of 1:1 over the ensuing 3 years.

Accordingly, the Board does not consider Mr Leibowitz to be an independent director of the Company.

(c) Other public directorships: Greenvale Mining Limited (ASX:GRV), Ensurance Limited (ASX:ENA) and Trek Metals Limited (ASX:TKM).

2.3 Conditionality of Resolution

The passage of Resolution 2 is subject to all Resolutions except Resolution 3 being approved by Shareholders.

2.4 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 2.

Each Director confirms that he has no personal interest in the outcome of Resolution 2.

3. RESOLUTION 3 – CONSOLIDATION OF SHARE CAPITAL

3.1 Background

Section 254H of the Corporations Act allows the Company to convert all or any of its shares into a larger or smaller number of shares by an ordinary resolution passed at a general meeting.

In order to establish a more appropriate and effective capital structure for the Company and facilitate any future corporate transactions, the Directors have proposed that:

(a) every 25 Shares in the Company be consolidated into 1 Share; and
(b) every 25 Performance Shares in the Company be consolidated into 1 Performance Share,

pursuant to section 254H ( Share Consolidation ).

Accordingly, Shareholders are asked to consider and, if thought fit, approve Resolution 3.

3.2 Effect of Resolution 3 being passed

As at the date of this Notice, the Company has:

(a) 4,893,266,954 Shares on issue (including the Tranche 1 Placement Shares); and
(b) 63,000,000 Performance Shares on issue,

and no outstanding Options on issue.

If Resolution 3 is passed:

(a) every 25 Shares on issue in the capital of the Company will be consolidated into 1 Share ( Consolidated Share ); and
(b) every 25 Performance Shares on issue will be consolidated into 1 Performance Share ( Consolidated Performance Share ).

Where dividing an individual’s shareholding by 25 results in a fraction, the number of Consolidated Shares or Consolidated Performance Shares (as applicable) held by that Shareholder will be rounded down to the nearest whole Consolidated Share or Consolidated Performance Share (as applicable).

No new Shares, Performance Shares, Options or other Equity Securities are proposed to be issued prior to the Meeting. Assuming that Resolution 3 is approved, any Shares and Performance Shares approved to be issued under Resolutions 5 to 9 (both inclusive) will be issued on a post-Share Consolidation basis.

Therefore, the anticipated effect of the Share Consolidation on the share capital of the Company, and the effect on the proposed issues of Shares and Performance Shares under Resolutions 5 to 9 (both inclusive), are as set out in the following Table 3:

Table 4

	Total number of Equity Securities on issue	Total number of Equity Securities on issue
	Pre- Share Consolidation	Post- Share Consolidation (with fractional entitlements rounded down to the nearest whole number)
	*Shares*
Existing Shares as at the date of this Notice (including Tranche 1 Placement Shares)	4,893,266,954	195,730,678
Proposed issue of Consideration Shares to Greenvale1	1,150,000,000	46,000,000
Proposed issue of Mining Investments Limited Tranche 2 Placement Shares1	166,666,667	6,666,667
Proposed issue of Holdmark Property Group Tranche 2 Placement Shares1	45,913,619	1,836,545
Proposed issue of Leibowitz Tranche 2 Placement Shares1	58,333,333	2,333,333
Proposed issue of Tranche 2 Placement Shares to Unrelated Sophisticated Investors1	423,333,333	16,933,333
Total Shares (assuming Resolutions 5 to 8 are passed):	6,737,513,905	269,500,556
	*Performance Shares*
Existing Performance Shares as at the date of this Notice	63,000,000	2,520,000
Proposed issue of Performance Shares to Anthony Leibowitz1	71,875,000	2,875,000

	Total number of Equity Securities on issue	Total number of Equity Securities on issue
	Pre- Share Consolidation	Post- Share Consolidation (with fractional entitlements rounded down to the nearest whole number)
Total Performance Shares (assuming Resolution 9 is passed)	134,875,000	5,395,000

1 Subject to obtaining Shareholder approval of each Resolution in this Notice, other than Resolution 3.

As the Share Consolidation applies equally to all shareholders of the Company, individual shareholdings will be reduced in the same ratio as the total number of Shares or Performance Shares (subject to rounding). Accordingly, the Share Consolidation will of itself have no effect on the percentage interest in the Company of each shareholder (subject to rounding) nor the value of any person’s shareholding (subject to rounding). A Consolidated Share or Consolidated Performance Share held after the Share Consolidation will theoretically be worth 25 times the value of a Share or Performance Share (as applicable) held immediately before the Share Consolidation (all other matters being equal). However, the market capitalisation of the Company immediately prior to and after the Share Consolidation will remain the same.

The Share Consolidation will not result in any change to the substantive rights and obligations of existing shareholders of the Company.

3.3 Consequences of Resolution 3 not being passed

If Resolution 3 is not approved, the Company will not proceed with the Share Consolidation and the capital structure of the Company will remain as at the date of this Notice. With an anticipated capital structure of approximately 6,737,513,905 Shares and 134,875,000 Performance Shares on issue immediately after completion of the Series of Transactions on a pre-Share Consolidation basis, assuming all other Resolutions are approved, this will make the Company unattractive in finding either suitable merger and acquisition opportunities or investors to take an equity position in the Company.

3.4 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 3.

Each Director confirms that he has no personal interest in the outcome of Resolution 3.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER ASX LISTING RULE 7.1A

4.1 Background

As part of the Series of Transactions and as outlined in Section 1.4 above, the Company is undertaking a two-tranche Share placement to raise a minimum of $1,750,000 (before costs) fund the costs of the Proposed Acquisition, the Company’s various exploration projects and working capital requirements in the short-to-medium term (including the $1.93 million exploration program proposed to be conducted by Knox (assuming the Proposed Acquisition is approved by Shareholders and completed).

The first tranche of the Placement was completed on 19 September 2022, pursuant to which the Company issued, on a pre-Share Consolidation basis, a total of 188,025,688 Shares (including 37,419,715 Shares to existing substantial Shareholder HPG Urban Developments

Pty Ltd ( HPG )), raising a total of $654,683 (before costs) (collectively, Tranche 1 Placement Shares ).

The Tranche 1 Placement was conducted at an average issue price of $0.0035 per Share (on a pre-Share Consolidation basis), which represents a 25% discount to the $0.004 of Shares on the ASX on the last trading day prior to the date of this Notice. The average issue price takes into account one investor being issued Tranche 1 Placement Shares at $0.004 per Share and the balance, being issued at $0.003 per Share.

As a result of the Tranche 1 Placement:

(a) the Shareholding of HPG increased from 936,408,148 to 973,827,863 Shares, and the relevant interest and voting power of HPG in the Company remained at approximately 19.90% (on an Undiluted Basis) of the total issued Share capital; and
(b) the relevant interest and voting power of all other Shareholders (other than the participants under the Tranche 1 Placement) as at the date of issue of the Tranche 1 Placement Shares were diluted by approximately 4.00%.

The Tranche 1 Placement Shares (representing approximately 4% of the Company’s total issued Share capital as at the date of this Notice) were issued without Shareholder approval in reliance on the Company’s placement capacity under Listing Rule 7.1A. No Shares were issued without Shareholder approval in reliance on the Company’s placement capacity under Listing Rule 7.1.

Under Resolution 4, Shareholders are asked to ratify the issue of the Tranche 1 Placement Shares pursuant to Listing Rule 7.4, for the purpose of “refreshing” the Company’s placement capacity under Listing Rule 7.1A (as explained in further detail in Section 4.2).

Further details of the Tranche 1 Placement are set out in the Company’s ASX announcement dated 19 September 2022.

4.2 Applicable provisions of the Listing Rules

Listing Rule 7.1A permits an ASX-listed company to issue or agree to issue further Equity Securities totalling up to 10% of their issued capital at the time of issue or agreement, over a period ending no later than 12 months after the date of the annual general meeting at which such approval is obtained ( Additional 10% Placement Capacity ), subject to obtaining the requisite shareholder approval by special resolution. The Company received the approval of its Shareholders to the Additional 10% Placement Capacity at its 2021 Annual General Meeting, which expires on the earlier of 30 November 2022 and the date of the Company’s next annual general meeting.

The notes to Listing Rule 7.4 state that an issue of Equity Securities under Listing Rule 7.1A can be subsequently approved by Shareholders under Listing Rule 7.4. The effect of obtaining this subsequent Shareholder approval of an issue of Equity Securities made under Listing Rule 7.1A ( Relevant Issue ) is to “refresh” the Company’s Additional 10% Placement Capacity (as the case may be) to the extent of the Relevant Issue. In other words, upon receipt of the subsequent approval, the Company will be able to issue a further number of Equity Securities equal to the number of Equity Securities under the Relevant Issue, without Shareholder approval, in reliance on and within the time frames prescribed under the Additional 10% Placement Capacity.

For this reason, Shareholder approval is sought under Resolution 4 to ratify the issue of the Tranche 1 Placement Shares under Listing Rule 7.4, so as to “refresh” its Additional 10% Placement Capacity to the extent utilised under the Tranche 1 Placement.

4.3 Technical information required by Listing Rule 7.5

The following information in respect of the prior issue of the Tranche 1 Placement Shares is provided in accordance with Listing Rule 7.5 :

(a) Names of persons to whom securities were issued: the Shares the subject of Resolution 4 were issued to a group of Sophisticated Investors identified by the Board who were involved in previous opportunities (including, as mentioned in Section 4.1 above, substantial Shareholder HPG) and a number of other supportive Shareholders who have participated in previous capital raisings undertaken by the Company (collectively, Tranche 1 Placees ). Other than HPG, none of the Tranche 1 Placees are substantial Shareholders, Related Parties of the Company, members of the Key Management Personnel, advisers to the Company, or an Associate of any such persons.
(b) Number and class of securities issued: a total of 188,025,688 fully-paid ordinary shares in the capital of the Company were issued pursuant to the Company’s Additional 10% Placement Capacity under Listing Rule 7.1A as part of the Tranche 1 Placement, on a pre-Share Consolidation basis (collectively, Tranche 1 Placement Shares ). The Company applied for official quotation of the Tranche 1 Placement Shares on 19 September 2022. The Tranche 1 Placement Shares rank equally with all other Shares currently on issue.
(c) Issue date: the Tranche 1 Placement Shares were issued on 19 September 2022.
(d) Issue price: the Tranche 1 Placement Shares were issued at an average price of $0.0035 per Share. The average issue price takes into account one investor being issued Tranche 1 Placement Shares at $0.004 per Share and the balance, being issued at $0.003 per Share.
(e) Purpose of issue, including use or intended use of funds raised: the Company is using, and intends to use, the funds raised by the Tranche 1 Placement, being a total of $654,683 (before costs), towards the following business objectives:
(i) advancing the Georgina Project (as discussed in Section 1.3 above);
(ii) proceeding with a drilling program at the Lithium Project;
(iii) continuing exploratory works and undertaking a pre-feasibility study at the Company’s Governor Broome Project; and
(iv) proceeding with the drilling and pitting programs at the Company’s Lower Smoke Creek Diamond Project.
(f) Summary of material terms of Tranche 1 Placement agreement: each of the Tranche 1 Placees has warranted in favour of the Company that they are a Sophisticated Investor, and the Company has issued a Cleansing Notice on 19 September 2022, to enable the Tranche 1 Placement Shares to be issued and on-sold without a disclosure document prepared in accordance with Chapter 6D of the Corporations Act. There are no other material terms associated with the Tranche 1 Placement.

4.4 Consequences of Resolution 4 being passed

If Resolution 4 is passed, the 188,025,688 Tranche 1 Placement Shares previously issued by the Company in reliance on its Additional 10% Placement Capacity under Listing Rule 7.1A, will be excluded in calculating the Company’s Additional 10% Placement Capacity, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Tranche 1 Placement Shares by 188,025,688 Shares (on a pre-Share Consolidation basis) or, if the Share Consolidation under Resolution 3 is approved, 7,521,028 Shares (on a post-Share Consolidation basis).

This “refreshed” placement capacity is equivalent to approximately 4% of the total issued Share capital of the Company as at the date of this Notice.

Therefore, the ratification of the issue of the Tranche 1 Placement Shares under Resolution 4 will confer more flexibility on the Company to issue further Equity Securities up to the Additional 10% Placement Capacity, without seeking further Shareholder approval, and take advantage of any opportunities that may arise in the next 12 months.

4.5 Consequences of Resolution 4 not being passed

As at the date of this Notice, the Company has used 4% of its Additional 10% Placement

Capacity.

If Resolution 4 (or each other Resolution in this Notice, except for Resolution 3) is not passed, then until the Company’s next annual general meeting, the Company’s capacity to issue further Shares in reliance on Listing Rule 7.1A will be limited to 6% of its Additional 10% Placement Capacity.

The Company’s Additional 10% Placement Capacity can only be renewed at the Company’s next annual general meeting by special resolution of Shareholders.

4.6 Voting exclusion

A voting exclusion statement for Resolution 4 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 4.

4.7 Conditionality of Resolution

The passage of Resolution 4 is subject to each other Resolution in this Notice, except for Resolution 3, also being approved by Shareholders.

4.8 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 4.

Each Director confirms that he has no personal interest in the outcome of Resolution 4.

5. RESOLUTION 5 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO MINING INVESTMENTS LIMITED

5.1 Background

As contemplated in the Company’s announcement dated 19 September 2022, following the successful completion of the Tranche 1 Placement, the Board proposes to undertake the second tranche of its two-tranche Placement to raise at least a further $1.1 million (before costs) to advance the Company’s various projects (including the Georgina Project, subject to Completion of the Proposed Acquisition) and meet its working capital requirements ( Tranche 2 Placement ).

The Tranche 2 Placement will be conducted at the same issue price as the Tranche 1 Placement, namely, at an issue price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved), which represents a 25% discount to the $0.004 of Shares on the ASX on the last trading day prior to the date of this Notice, Friday 7 October 2022 ( Last Closing Price ).

As part of the Tranche 2 Placement, it is proposed that, subject to Shareholder approval of Resolution 5 and each other Resolution in this Notice (other than Resolution 3), an issue will be made to Mining Investments Limited ( MIL ), or its nominee, of up to 6,666,667 Consolidated Shares or 166,666,667 Shares (if the Share Consolidation is not approved), a related entity of the Company, to raise up to $500,000 (before costs) ( MIL Tranche 2 Placement Shares ).

The Directors are of the view that the proposed issue to MIL (or its nominee) under Resolution 5 is fair and reasonable on the basis that the Shares are proposed to be issued to it at the same issue price as offered to Unrelated Sophisticated Investors under the Tranche 2 Placement. In addition, the proposed issue price is broadly in line with recent market price of Shares.

If Resolution 5 is passed, this will result in an increase in MIL’s Shareholding and relevant interest and voting power in the Company as follows, assuming the issued Share capital of the Company changes to reflect each of the Resolutions set out in the Notice:

Table 5

Total number of Shares held	Total number of Shares held	Relevant interest and voting power in the Company	Relevant interest and voting power in the Company	Relevant interest and voting power in the Company
Currently (as at date of Notice)	If Resolution 5 is approved*	Currently (as at date of Notice)	If Resolution 5 is approved*	Change in relevant interest/voting power
Assuming the Share Consolidation under Resolution 3isapproved
15,178,003	21,844,670	7.75%	8.11%^	0.36%
Assuming the Share Consolidation under Resolution 3 isnotapproved
379,450,076	546,116,743	7.75%	8.11%^	0.36%
* And assuming that the Share issues under each other Resolution (other than Resolution 3) in this Notice are approved and completed. ^ Calculated on an Undiluted Basis.

5.2 Applicable provisions of the Corporations Act and Listing Rules and purpose of approval

The approval of Shareholders to the issue of the MIL Tranche 2 Placement Shares is sought under Resolution 5 for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and all other purposes.

The reasons for which Shareholder approval is being sought under those rules and provisions are discussed below:

– (a) Corporations Act, Chapter 2E Giving financial benefits to related parties

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

Under section 228 of the Corporations Act, a person is regarded as a related party of a public company if that person is, amongst other things:

(a) a director of the public company;
(b) the spouse of a director of the public company;
(c) an entity that is controlled by a director of the public company; or
(d) an entity that is controlled by a parent or child of a director of the public company.

The proposed issue of the MIL Tranche 2 Placement Shares constitute the giving of financial benefits to Related Parties of the Company by reason of MIL being controlled by Mr Elias Khouri, who is the father of Mr Jacob Khouri, a Director of the Company.

It is the view of the Board that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Therefore, the approval of Shareholders to the proposed issue of the MIL Tranche 2 Placement Shares is being sought under Resolution 5 pursuant to Chapter 2E of the Corporations Act.

– (b) Listing Rule 10.11 Issue of securities to a related party

Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, Equity Securities to a Related Party or an Associate of a Related Party (amongst other persons), unless an exception in Listing Rule 10.12 applies.

The proposed issue of the MIL Tranche 2 Placement Shares to MIL constitutes the issue of Equity Securities to Related Parties of the Company by reason of MIL being controlled by Mr Elias Khouri, who is the father of Mr Jacob Khouri, a Director of the Company.

As such, Shareholder approval is required pursuant to Listing Rule 10.11, as none of the exceptions in Listing Rule 10.12 apply.

5.3 Technical information in relation to Resolution 5

The following information is provided in relation to the proposed issue of the MIL Tranche 2 Placement Shares for the purposes of Listing Rule 10.13, ASIC Regulatory Guide 76 and section 219 of the Corporations Act:

(a) Information required by Listing Rule 10.13 and ASIC Regulatory Guide 76
(i) Name of issuee: the person to whom the MIL Tranche 2 Placement Shares will be issued under Resolution 5 (if approved) is Mining Investments Limited ( MIL ) (or its nominee). MIL is a Substantial Shareholder of the Company, and as at the date of this Notice holds 7.75% (by number, on an undiluted basis) of the issued Share capital of the Company.
(ii) Class of issuee: Shareholder approval to the issue of the MIL Tranche 2 Placement Shares is required under Listing Rule 10.11.1 as MIL is a Related Party of the Company by virtue of MIL being controlled by Mr Elias Khouri, who is the father of Mr Jacob Khouri, a Director of the Company.
(iii) Number and class of securities to be issued: a maximum of 6,666,667 Consolidated Shares or 166,666,667 Shares (if the Share Consolidation is not approved) are proposed to be issued to MIL (or its nominee) pursuant to Resolution 5 (if approved).

The MIL Tranche 2 Placement Shares will, upon issue, rank equally with all other Shares then on issue. The Company will apply for official quotation of the MIL Tranche 2 Placement Shares on ASX in accordance with the Listing Rules.

(iv) Issue date: if the requisite Shareholder approvals (i.e. each of the Resolutions in this Notice, other than Resolution 3) are received at the Meeting, it is anticipated that the MIL Tranche 2 Placement Shares will be issued to MIL (or its nominee) in one tranche on or around 5 Business Days after the date of the Meeting. In any case, the MIL Tranche 2 Placement Shares will be issued no later than 1 month after the date of the Meeting.
(v) Issue price: the MIL Tranche 2 Placement Shares will be issued at a price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved).
(vi) Purpose of issue, including intended use of funds raised: the Company intends to use the funds to be raised through the issue of the MIL Tranche 2 Placement Shares, being a total of $500,000 (before costs), towards funding the costs of the Proposed Acquisition, advancing the Company’s Governor Broome Project, Georgina Project and Lithium Project and meeting its working capital requirements.
(vii) Summary of other material terms of agreement: MIL has warranted in favour of the Company that it is a Sophisticated Investor, and the Company will issue a Cleansing Notice within five Business Days following the Meeting to enable the MIL Tranche 2 Placement Shares to be issued and on-sold without a disclosure document prepared in accordance with Chapter 6D of the Corporations Act. There are no other material terms associated with the proposed issue of the MIL Tranche 2 Placement Shares.

(b) Information required by section 219 of the Corporations Act

(i) Recipient of financial benefit: the Related Party to whom a financial benefit will be given under Resolution 5 (if approved) is Mining Investments Limited, which is a Related Party of the Company by virtue of it being controlled by Mr Elias Khouri, who is the father of Mr Jacob Khouri, a Director of the Company

(ii) Nature and value of financial benefit: the nature of the financial benefit proposed to be given under Resolution 5 (if approved) is the issue of up to a maximum of 6,666,667 Consolidated Shares at an issue price of $0.075 per Consolidated Share, or 166,666,667 Shares at an issue price of $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved) to MIL (or its nominee). The total issue price is $500,000.

The highest recorded share price of the Company’s Shares (on a pre-Share Consolidation basis) on the ASX in the 12-month period preceding this Notice was $0.008 per Share, and the lowest recorded price was $0.00250. The closing price of Shares on the ASX on the last trading day prior to the date of this Notice was $0.004 per Share on Friday 7 October 2022.

Further details of the historical share price movement of the Company’s Shares are outlined at Section 1.4 above. The MIL Tranche 2 Placement Shares will, upon issue, rank equally with all other Shares then on issue. The Company will apply for official quotation of the MIL Tranche 2 Placement Shares on ASX in accordance with the Listing Rules.

(iii) Effect of financial benefit on Shareholdings: as at the date of this Notice, MIL has a relevant interest in 379,450,076 Shares in the Company, on a pre-Share Consolidation basis, which:
(A) represents approximately 7.75% of the voting power in the Company; and

(B) is equivalent to 15,178,003 Shares on a post-Share Consolidation basis, if the Share Consolidation under Resolution 3 is approved.

Subject to the approval of each Resolution in this Notice (other than Resolution 3), it is expected that as a result of the issue of the MIL Tranche 2 Placement Shares, MIL’s Shareholding will increase from:

(A) if the Share Consolidation under Resolution 3 is approved, 15,178,003 to 21,844,670 Consolidated Shares; or
(B) if the Share Consolidation under Resolution 3 is not approved, 379,450,076 to 546,116,743 Shares;

Assuming that each other Resolution required to complete the Series of Transactions is also approved, it is expected that, immediately after completion of the Series of Transactions:

(A) MIL’s relevant interest and voting power in the Company will increase by approximately 0.36%, from approximately 7.75% to approximately 8.11% of the total issued Share capital of the Company at that time; and
(B) the relevant interest and voting power of all other Shareholders at that time will be diluted by approximately 0.36%.
(iv) Interest of Directors in outcome of Resolution 5 and recommendation: as noted in paragraph (i) above, MIL is controlled by Mr Elias Khouri, who is the father of Mr Jacob Khouri, a Director of the Company. Mr Jacob Khouri currently holds no shareholding or interest in MIL. However, being a member of the family, it is likely that, at some point in the future, he may become entitled to ownership of MIL. As such, Mr Jacob Khouri is personally interested in the outcome of Resolution 5 and abstains from making any recommendation in respect of the casting of votes on Resolution 5.

Mr Vincent Fayad and Mr Gregory Jones, who do not have any material personal interest in the outcome of Resolution 5, each recommend that Shareholders vote in favour of Resolution 5:

(A) on the basis that the value of the Shares being issued is fair and reasonable having regard to the issue price of Tranche 2 Placement Shares to Unrelated Sophisticated Investors; and
(B) having regard to MIL’s past support in funding the Company via debt or equity.

5.4 Consequences of Resolution 5 being passed

If Resolution 5 is passed, the Company will be $500,000 closer to raising the minimum of $1.75 million that it requires to fund the costs of the Proposed Acquisition and the Company’s various exploration projects and working capital requirements in the short-to-medium term (see Sections 1.4 above).

5.5 Consequences of Resolution 5 not being passed:

If Shareholder approval is not obtained for Resolution 5 (or for each other Resolution in this Notice, except for Resolution 3), the Company will not issue any MIL Tranche 2 Placement Shares to MIL (or its nominee), and the Board will need to seek out from other sources the required amount of capital. The issue price of any alternative equity raising could be lower than that proposed in respect of MIL Tranche 2 Placement Shares, depending upon the Company’s assets and position in the marketplace at the relevant time.

5.6 Voting exclusion

A voting exclusion statement for Resolution 5 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 5.

5.7 Conditionality of Resolution

The passage of Resolution 5 is subject to each other Resolution in this Notice, except for Resolution 3, also being approved by Shareholders.

5.8 Recommendation of the Directors

Each Director, except for Mr Jacob Khouri who abstains for the reasons noted in Section 5.3(b)(iv) above, recommends that Shareholders vote IN FAVOUR of Resolution 5.

6. RESOLUTION 6 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO HPG URBAN DEVELOPMENTS PTY LTD

6.1 Background

As part of the Tranche 2 Placement, it is proposed that, subject to Shareholder approval of Resolution 6 and each other Resolution in this Notice (other than Resolution 3), an issue will be made to HPG Urban Developments Pty Ltd ( HPG ), or its nominee, of up to 1,836,545 Consolidated Shares at an issue price of $0.075 per Consolidated Share or 45,913,619 Shares at an issue price of $0.003 per Share (if the Share Consolidation is not approved), to raise up to $137,741 (before costs) ( HPG Tranche 2 Placement Shares ).

The Directors are of the view that the proposed issue to HPG (or its nominee) under Resolution 6 is fair and reasonable on the basis that the Shares are proposed to be issued to it at the same issue price as offered to Unrelated Sophisticated Investors under the Tranche 2 Placement. In addition, the proposed issue price is broadly in line with recent market price of Shares.

If Resolution 6 is passed, this will result in an increase in HPG’s Shareholding and relevant interest and voting power in the Company as follows, assuming the issued Share capital of the Company changes to reflect each of the Resolutions set out in the Notice:

Table 6

Total number of Shares held	Total number of Shares held	Relevant interest and voting power in the Company	Relevant interest and voting power in the Company	Relevant interest and voting power in the Company
Currently (as at date of Notice)	If Resolution 6 is approved*	Currently (as at date of Notice)	If Resolution 6 is approved*	Change in relevant interest/voting power
Assuming the Share Consolidation under Resolution 3isapproved
38,953,115	40,789,660	19.90%	15.14%^	-4.76%
Assuming the Share Consolidation under Resolution 3 isnotapproved
973,827,863	1,019,741,482	19.90%	15.14%^	-4.76%
* And assuming that the Share issues under each other Resolution (other than Resolution 3) in this Notice are approved and completed. ^ Calculated on an Undiluted Basis.

6.2 Applicable provisions of the Listing Rules and purpose of approval

As outlined in Section 1.6 above, Listing Rule 7.1, known as the “15% rule”, limits the capacity of an ASX-listed company to issue securities without the approval of its shareholders to 15% of the total number of Ordinary Securities on issue in the capital of the company 12 months prior to the proposed date of issue or agreement to issue (excluding any shares issued in reliance on the 15% rule in that 12 month period) ( 15% Placement Capacity ), subject to certain exceptions.

As the proposed issue of the Tranche 2 Placement Shares to HPG under Resolution 6 does not fall within any of the exceptions to Listing Rule 7.1 and, when aggregated with the other Share issues proposed under the Resolutions, would exceed the Company’s 15% Placement Capacity, the effect of Shareholders passing Resolution 6 will be to enable the Company to issue the Tranche 2 Placement Shares to HPG in compliance with Listing Rule 7.1 without utilising any of its 15% Placement Capacity.

For this reason, Shareholders are asked to consider and vote upon Resolution 6.

6.3 Technical information required under Listing Rule 7.3

The following information in respect of the proposed issue of the HPG Tranche 2 Placement Shares is provided in accordance with Listing Rule 7.3:

(a) Names of persons to whom securities will be issued: the person to whom the HPG Tranche 2 Placement Shares will be issued under Resolution 6 (if approved) is HPG Urban Developments Pty Ltd ( HPG ) (or its nominee). HPG is a Substantial Shareholder of the Company, and as at the date of this Notice holds approximately 19.90% of the issued Share capital of the Company.
(b) Number and class of securities to be issued: a maximum of 1,836,545 Consolidated Shares or 45,913,619 Shares (if the Share Consolidation under Resolution 3 is not approved) are proposed to be issued to HPG pursuant to Resolution 6 (if approved).

The HPG Tranche 2 Placement Shares will, upon issue, rank equally with all other Shares then on issue. The Company will apply for official quotation of the HPG Tranche 2 Placement Shares on ASX in accordance with the Listing Rules.

(c) Issue date: if the requisite Shareholder approvals (i.e. each other Resolution in this Notice (other than Resolution 3)) are received at the Meeting, it is anticipated that the HPG Tranche 2 Placement Shares will be issued to HPG (or its nominee) in one tranche on or around 5 Business Days after the date of the Meeting. In any case, the HPG Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting.
(d) Issue price: the HPG Tranche 2 Placement Shares will be issued at a price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved).
(e) Purpose of the issue, including intended use of funds raised: the Company intends to use the funds to be raised through the issue of the HPG Tranche 2 Placement Shares, being a total of $137,741 (before costs), towards funding the costs of the Proposed Acquisition, advancing the Company’s Governor Broome Project, Georgina Project and Lithium Project and meeting its working capital requirements.
(f) Summary of other material terms of agreement: HPG has warranted in favour of the Company that it is a Sophisticated Investor, and the Company will issue a Cleansing Notice within five Business Days following the Meeting to enable the HPG Tranche 2 Placement Shares to be issued and on-sold without a disclosure document prepared in accordance with Chapter 6D of the Corporations Act. There are no other material terms associated with the proposed issue of the HPG Tranche 2 Placement Shares.

6.4 Consequences of Resolution 6 being passed

If Resolution 6 is passed, the Company will be $137,741 closer to raising the minimum of $1.75 million that it requires to fund the costs of the Proposed Acquisition and the Company’s various exploration projects and working capital requirements in the short-to-medium term (see Sections 1.4 and 6.3(e) above).

6.5 Consequences of Resolution 6 not being passed

If Shareholder approval is not obtained for Resolution 6 (or each other Resolution in this Notice (other than Resolution 3)), the Company will not issue any HPG Tranche 2 Placement Shares to HPG (or its nominee), and the Board will need to seek out from other sources the required amount of capital. The issue price of any alternative equity raising could be lower than that proposed in respect of the HPG Tranche 2 Placement Shares, depending upon the Company’s assets and position in the marketplace at the relevant time.

6.6 Voting exclusion

A voting exclusion statement for Resolution 6 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 6.

6.7 Conditionality of Resolution

The passage of Resolution 6 is subject to each other Resolution in this Notice, except for Resolution 3, also being approved by Shareholders.

6.8 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 6.

Each Director confirms that he has no personal interest in the outcome of Resolution 6.

7. RESOLUTION 7 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO MR ANTHONY LEIBOWITZ

7.1 Background

As part of the Tranche 2 Placement, it is proposed that, subject to Shareholder approval of Resolution 7, an issue will be made to Mr Anthony Leibowitz (subject to his election as a director of the Company under Resolution 2 (see Section 2 above) and the approval of each other Resolution in this Notice, other than Resolution 3), or his nominee, of up to 2,333,333 Consolidated Shares at an issue price of $0.075 per Consolidated Share, or 58,333,333 Shares at an issue price of $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved), to raise up to $175,000 (before costs) ( Leibowitz Tranche 2 Placement Shares ).

Mr Liebowitz is a director of Greenvale and, upon his election pursuant to Resolution 2, will be its representative on the Board. Greenvale is thus his Associate as is his private company, Kalonda Pty Ltd, the company proposing to take the shares under the Tranche 2 Placement. As a result, Mr Leibowitz will have deemed voting power over the shares held by both Greenvale and Kalonda Pty Ltd.

The Directors are of the view that the proposed issue to Mr Leibowitz (or his nominee) under Resolution 7 is fair and reasonable on the basis that the Shares are proposed to be issued to him at the same issue price as offered to Unrelated Sophisticated Investors under the Tranche 2 Placement. In addition, the proposed issue price is broadly in line with recent market price of Shares.

Assuming Mr Leibowitz is elected as a director of the Company pursuant to Resolution 2 and that Resolutions 7 and 9 (and each other Resolution in this Notice, other than Resolution 3) is passed, this will result in an increase in Mr Leibowitz’s Shareholding and voting power in the Company as follows, assuming the issued Share capital of the Company changes to reflect each of the Resolutions set out in the Notice:

Table 7

Total number of Shares held by Mr Leibowitz and Greenvale	Total number of Shares held by Mr Leibowitz and Greenvale	Voting power in the Company, including that of Greenvale	Voting power in the Company, including that of Greenvale	Voting power in the Company, including that of Greenvale
Currently (as at date of Notice)	If Resolutions 1, 7 and 9 are approved*	Currently (as at date of Notice)	If Resolutions 1, 7 and 9 are approved*	Change in voting power
Assuming the Share Consolidation under Resolution 3isapproved
3,750,000	54,958,333	1.92%	19.99%^	+18.07%
Assuming the Share Consolidation under Resolution 3 is not approved
93,750,000	1,373,958,333	1.92%	19.99%^	+18.07%
* The denominator to determine the % assumes the Share issues under each other Resolution (other than Resolution 3) in this Notice are approved and completed. ^ Calculated on a Fully Diluted Basis.

7.2 Applicable provisions of the Corporations Act and Listing Rules and purpose of approval

The approval of Shareholders to the issue of the Leibowitz Tranche 2 Placement Shares is sought under Resolution 7 for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and all other purposes.

The reasons for which Shareholder approval is being sought under those rules and provisions are discussed below:

– (a) Corporations Act, Chapter 2E Giving financial benefits to related parties

As noted at Section 5.2 above, for a public company, or an entity that a public company controls, to give a financial benefit to a Related Party, the public company or entity must:

(c) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(d) 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 proposed issue of the Leibowitz Tranche 2 Placement Shares constitute the giving of a financial benefit to a Related Party of the Company by reason of Mr Leibowitz being a proposed director of the Company (subject to the passage of Resolution 2).

It is the view of the Board that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Therefore, the approval of Shareholders to the proposed issue of the Leibowitz Tranche 2 Placement Shares is being sought under Resolution 7 pursuant to Chapter 2E of the Corporations Act.

– (b) Listing Rule 10.11 Issue of securities to a related party

The proposed issue of the Leibowitz Tranche 2 Placement Shares to Mr Leibowitz constitutes the issue of Equity Securities to a Related Party of the Company by reason of Mr Leibowitz being a proposed director of the Company (subject to the passage of Resolution 2).

As such, Shareholder approval is required pursuant to Listing Rule 10.11, as none of the exceptions in Listing Rule 10.12 apply.

7.3 Technical information in relation to Resolution 7

The following information is provided in relation to the proposed issue of the Leibowitz Tranche 2 Placement Shares for the purposes of Listing Rule 10.13, ASIC Regulatory Guide 76 and section 219 of the Corporations Act:

(a) Information required by Listing Rule 10.13 and ASIC Regulatory Guide 76
(i) Name of issuee: the person to whom the Leibowitz Tranche 2 Placement Shares will be issued under Resolution 7 (if approved) is Anthony Leibowitz (or his nominee).
(ii) Class of issuee: Shareholder approval to the issue of the Leibowitz Tranche 2 Placement Shares is required under Listing Rule 10.11.1 by virtue of Anthony Leibowitz being a proposed director, and therefore a Related Party, of the Company.
(iii) Number and class of securities to be issued: exuding the Performance Shares, a maximum of 2,333,333 Consolidated Shares or 58,333,333 Shares (if the Share Consolidation is under Resolution 3 not approved) are proposed to be issued to Anthony Leibowitz (or his nominee) pursuant to Resolution 7 (if approved).

The Leibowitz Tranche 2 Placement Shares will, upon issue, rank equally with all other Shares then on issue. The Company will apply for official quotation of the Leibowitz Tranche 2 Placement Shares on ASX in accordance with the Listing Rules.

Given Greenvale is an associate of Mr Leibowitz, as a result of the passage of all Resolutions Mr Leibowitz’s voting power in the Company will increase from 1.92% to 19.99% on a Fully Diluted Basis.

(iv) Issue date: if the requisite Shareholder approvals (i.e. Resolution 7 and each other Resolution in this Notice, other than Resolution 3) are received at the Meeting, it is anticipated that the Leibowitz Tranche 2 Placement Shares will be issued to Anthony Leibowitz (or his nominee) in one tranche on or around 5 Business Days after the date of the Meeting. In any case, the Leibowitz Tranche 2 Placement Shares will be issued no later than 1 month after the date of the Meeting.
(v) Issue price: the Leibowitz Tranche 2 Placement Shares will be issued at a price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation is not approved).
(vi) Purpose of issue, including intended use of funds raised: the Company intends to use the funds to be raised through the issue of the Leibowitz Tranche 2 Placement Shares, being a total of $175,000 (before costs), towards advancing the Company’s Governor Broome Project, Georgina Project and Lithium Project and meeting its working capital requirements.
(vii) Summary of other material terms of agreement: Mr Leibowitz has warranted in favour of the Company that he is a Sophisticated Investor, and the Company will issue a Cleansing Notice within five Business Days following the Meeting, to enable the Leibowitz Tranche 2 Placement Shares to be issued and on-sold without a disclosure document prepared in accordance with Chapter 6D of the Corporations Act. There are no other material terms associated with the proposed issue of the Leibowitz Tranche 2 Placement Shares.

(b) Information required by section 219 of the Corporations Act

(i) Recipient of financial benefit: the Related Party to whom a financial benefit will be given under Resolution 7 (if approved) is Anthony Leibowitz, a proposed director of the Company under Resolution 2 of this Notice.
(ii) Nature and value of financial benefit: the nature of the financial benefit proposed to be given under Resolution 7 (if approved) is the issue of up to a maximum of 2,333,333 Consolidated Shares at an issue price of $0.075 per Consolidated Share, or 58,333,333 Shares at an issue price of $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved), to Mr Leibowitz (or his nominee). The total issue price is $175,000.

Further details of the historical share price movement of the Company’s Shares are outlined at Section 1.4 above.

(iii) Effect of financial benefit on Shareholdings: as at the date of this Notice, Anthony Leibowitz has a relevant interest in 93,750,000 Shares in the Company (held indirectly through his related entity, by Kalonda Pty Ltd), on a pre-Share Consolidation basis. This:

(A) represents approximately 1.92% of the voting power in the Company; and
(B) is equivalent to 3,750,000 Shares on a post-Share Consolidation basis, if the Share Consolidation under Resolution 3 is approved.

If Resolution 7 and each other Resolution in this Notice (other than Resolution 3) approved, it is expected that as a result of the issue of the Leibowitz Tranche 2 Placement Shares, Mr Leibowitz’s Shareholding and relevant interest in the Company will increase from (on an Undiluted Basis):

(A) if the Share Consolidation under Resolution 3 is approved, 3,750,000 to 6,083,333 Consolidated Shares; or
(B) if the Share Consolidation under Resolution 3 is not approved, 93,750,000 to 152,083,333 Shares.

Assuming that each other Resolution required to complete the Series of Transactions is also approved, it is expected that, immediately after completion of the Series of Transactions:

(A) Given Greenvale is an associate of Mr Leibowitz, his voting power in the Company will increase by approximately 18.07%, from approximately 1.92% to approximately 19.99% of the total issued Share capital of the Company at that time (on a Fully Diluted Basis); and
(B) the relevant interest and voting power of all other Shareholders at that time will be diluted by approximately 18.07%.
(iv) Interest of Directors in outcome of Resolution 7 and recommendation: Messrs Vincent Fayad, Gregory Jones and Jacob Khouri, none of whom has any material personal interest in the outcome of Resolution 7, each recommend that Shareholders vote in favour of Resolution 7 on the basis that:
(A) the value of the Shares being issued is fair and reasonable having regard to the issue price of Tranche 2 Placement Shares to Unrelated Sophisticated Investors; and
(B) it aligns Mr Leibowitz’s interests with other Shareholders.

7.4 Consequences of Resolution 7 being passed

If Resolution 7 is passed, the Company will be $175,000 closer to raising the minimum of $1.75 million that it requires to fund the costs of the Proposed Acquisition and the Company’s various exploration projects and working capital requirements in the short-to-medium term (see Sections 1.4 and 7.3(a)(vi) above).

7.5 Consequences of Resolution 7 not being passed:

If Shareholder approval is not obtained for Resolution 7 (or each other Resolution in this Notice, except for Resolution 3), the Company will not issue any Leibowitz Tranche 2 Placement Shares to Anthony Leibowitz (or his nominee), and the Board will need to seek out from other sources the required amount of capital. The issue price of any alternative equity raising could be lower than that proposed in respect of the Leibowitz Tranche 2 Placement Shares, depending upon the Company’s assets and position in the marketplace at the relevant time.

7.6 Voting exclusion

A voting exclusion statement for Resolution 7 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 7.

7.7 Conditionality of Resolution

The passage of Resolution 7 is subject to each other Resolution in this Notice, except for Resolution 3, also being approved by Shareholders.

7.8 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 7.

Each Director confirms that he has no personal interest in the outcome of Resolution 7.

8. RESOLUTION 8 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO UNRELATED SOPHISTICATED INVESTORS

8.1 Background

As part of the Tranche 2 Placement and in addition to the issues contemplated under Resolutions 5, 6 and 7, an issue will be made to Unrelated Sophisticated Investors pursuant to and subject to the approval of Resolution 8, of up to:

(a) if the Share Consolidation under Resolution 3 is approved, 16,933,333 Shares, on a post-Share Consolidation basis, at an issue price of $0.075 per Share; or
(b) if the Share Consolidation under Resolution 3 is not approved, 423,333,333 Shares at an issue price of $0.003 per Share,

to raise up to $1,270,000 (before costs).

The Shares proposed to be issued under Resolution 8, if approved, represent approximately 6.28% of the Company’s total anticipated Share capital on an Undiluted Basis after this Meeting (assuming the issued Share capital of the Company changes to reflect each of the Resolutions set out in the Notice) and, if issued, is expected to have the effecting of diluting the relevant interest and voting power of all other Shareholders as at the date of their issue by approximately 6.28%.

8.2 Applicable provisions of the Listing Rules and purpose of approval

As the proposed issue of the Tranche 2 Placement Shares under Resolution 8 does not fall within any of the exceptions to Listing Rule 7.1 and, when aggregated with the other Share issues proposed under the Resolutions, would exceed the Company’s 15% Placement Capacity, the effect of Shareholders passing Resolution 8 will be to enable the Company to issue the Tranche 2 Placement Shares to the Unrelated Sophisticated Investors in compliance with Listing Rule 7.1 without utilising any of its 15% Placement Capacity.

For this reason, Shareholders are asked to consider and vote upon Resolution 8.

8.3 Technical information required under Listing Rule 7.3

The following information in respect of the proposed issue of the Tranche 2 Placement Shares is provided in accordance with Listing Rule 7.3:

(a) Names of persons to whom securities will be issued: the Shares the subject of Resolution 8 are proposed to be issued to a group of Unrelated Sophisticated Investors identified by the Board (collectively, Unrelated Tranche 2 Placees ).

None of the Unrelated Tranche 2 Placees will be substantial Shareholders, Related Parties of the Company, members of the Key Management Personnel, advisers to the Company, or an Associate of any such persons.

(b) Number and class of securities to be issued: a maximum of 16,933,333 Consolidated Shares or 423,333,333 Shares (if the Share Consolidation under Resolution 3 is not approved) are proposed to be issued to the Unrelated Tranche 2 Placees pursuant to Resolution 8 (if approved) (collectively, Relevant Shares ).

The Relevant Shares will, upon their issue, rank equally with the Company’s existing shares on issue. The Company will apply for official quotation of the Relevant Shares on ASX in accordance with the Listing Rules.

(c) Issue date: if the requisite Shareholder approvals (i.e. Resolutions 8 and each other Resolution in this Notice, except for Resolution 3) are received at the Meeting, the Relevant Shares are anticipated to be issued on or around 5 Business Days following the Meeting, and in any event will be issued no later than 3 months after the date of the Meeting.
(d) Issue price: the Relevant Shares will be issued at a price of $0.075 per Consolidated Share or $0.003 per Share (if the Share Consolidation under Resolution 3 is not approved).
(e) Purpose of the issue, including intended use of funds raised: the Company intends to use the funds to be raised through the issue of the Relevant Shares, being up to a total of $1,270,000 (before costs), towards funding the costs of the Proposed Acquisition, advancing the Company’s Governor Broome Project, Georgina Project and Lithium Project and meeting its working capital requirements.

(f) Summary of other material terms of Tranche 2 Placement agreement: each of the Unrelated Tranche 2 Placees has warranted in favour of the Company that they are a Sophisticated Investor, and the Company will issue a Cleansing Notice five Business Days following the Meeting, to enable the Relevant Shares to be issued and on-sold without a disclosure document prepared in accordance with Chapter 6D of the Corporations Act. There are no other material terms associated with the proposed issue of the Relevant Shares.

8.4 Consequences of Resolution 8 being passed

If Resolution 8 is passed, the Company will be $1,270,000 closer to raising the minimum of $1.75 million that it requires to fund the costs of the Proposed Acquisition and the Company’s various exploration projects and working capital requirements in the short-to-medium term (see Sections 1.4 and 8.3(e) above).

8.5 Consequences of Resolution 8 not being passed

If Resolution 8 (or each other Resolution in this Notice, other than Resolution 3) is not passed by Shareholders, it will create additional pressure on the Board to raise funds at the same issue price and therefore any future issues will be more dilutive.

8.6 Voting exclusion

A voting exclusion statement for Resolution 8 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 8.

8.7 Conditionality of Resolution

The passage of Resolution 8 is subject to each other Resolution in this Notice, except for Resolution 3, also being approved by Shareholders.

8.8 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 8.

Each Director confirms that he has no personal interest in the outcome of Resolution 8.

9. RESOLUTION 9 – APPROVAL OF GRANT OF PLAN SHARES TO ANTHONY LEIBOWITZ

9.1 Background

Subject to the Proposed Acquisition being approved under Resolution 1, his election as a director of the Company under Resolution 2 (see Section 2 above), and each other Resolution in this Notice (other than Resolution 3), it is proposed that, subject to Shareholder approval of Resolution 9, an issue will be made to Anthony Leibowitz of up to:

(a) if the Share Consolidation under Resolution 3 is approved, 2,875,000 Plan Shares, (on a post-Share Consolidation basis); or
(b)
if the Share Consolidation is not approved, 71,875,000 Plan Shares,

(collectively, Leibowitz Plan Shares ), in either case, at an issue price per Plan Share equal to the closing price of Shares on the ASX on the date of the Meeting.

If issued, then on satisfaction of the applicable Performance Conditions, the Leibowitz Plan Shares will convert into 2,875,000 fully-paid ordinary shares in the issued capital of the Company (on a post-Share Consolidation basis), being the equivalent of 1.05% of the anticipated total issued ordinary share capital of the Company immediately after completion of the Series of Transactions, assuming all Resolutions are passed and all Share issues contemplated under the Resolutions are completed but that no Performance Shares other than the Leibowitz Plan Shares have converted into Shares.

The purpose of the proposed issue of the Leibowitz Plan Shares is to incentivise Mr Leibowitz for his work for the Company and its subsidiaries as a director of the Company, following his election. Given the size of the Company and the fact that it has a limited number of employees, Mr Leibowitz will be required to undertake the following additional duties:

(i) take a direct involvement in the Company’s operational and corporate activities;
(ii) assist in the ongoing raising of capital; and
(iii) participate in acquisitions and divestments.

Having regard to these contributions, the Board considers that the issue of the Leibowitz Plan Shares is an appropriate, cost effective and efficient way for the Company to incentivise his performance and is consistent with the strategic goals and targets of the Company.

The maximum number of Leibowitz Plan Shares was determined having regard to:

(a) the role that Mr Leibowitz (if elected) will play in procuring the satisfaction of the performance conditions applicable to the Leibowitz Plan Shares (which are set out in Section 9.2(b)(vii) below) ( Performance Conditions ). Specifically, it is anticipated that to satisfy the Performance Conditions, Mr Anthony Leibowitz will be required to:
(i) provide direct input in relation to future capital raisings of the Company;
(ii) assist and provide guidance in relation to the overall business direction of the Company;
(iii) chair the Board; and
(iv) ensure that the ongoing financial objectives of the Company are being met;
(b) the proposed remuneration package of Mr Leibowitz, which has initially been set at $120,000 per annum for the financial year ending 30 June 2023;
(c) the comparable level of fees (including short-term and long-term equity-based incentives) paid or provided to non-executive directors of a similar size of operation as the Company; and
(d) the fact that the Company has no employees and as a practical matter, much of the activities of the Company and subsidiaries are performed by its directors.

If the requisite Shareholder approvals to the issue of the Leibowitz Plan Shares are not obtained at the Meeting, the Board intends to consider alternative options for incentivising and rewarding Mr Leibowitz for his performance and service to the Company and its subsidiaries (if elected to the Board). This may include issuing ordinary Shares to Mr Leibowitz, subject to obtaining the requisite Shareholder approvals under the Corporations Act, and/or paying him a cash equivalent (subject to the applicable Non-Executive Directors’ Fee Pool).

A summary of the key terms of the Loan Funded Share Plan Rules is set out at Schedule 3 of this Notice.

9.2 Proposed terms of issue

The issue of the Leibowitz Plan Shares:

(a) covers awards proposed to be made to Mr Leibowitz under the Loan Funded Share Plan in respect of the financial years ending 30 June 2023 and 30 June 2024; and
(b) will be issued under the Loan Funded Share Plan on the following key terms:
(i) terms of issue: the Leibowitz Plan Shares to be issued will be Performance Shares which are shares in the issued capital of the Company that have the same rights as those attaching to fully-paid ordinary shares of the Company except that until their conversion in accordance with the Plan Rules, they do not confer any:
- (A) right to vote, except as otherwise required by law;
- (B) entitlement to a dividend, whether fixed or at the discretion of the Board;
- (C) right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
- (D) right to participate in the surplus profit or assets of the entity upon a winding up;
- (E) right to participate in new issues of Equity Securities such as bonus issues or entitlement issues.

Upon satisfaction of the applicable Performance Conditions (see subparagraph (vii) below), those Performance Shares will automatically convert into fully-paid ordinary shares in the issued capital of the Company (i.e. “Converted Shares”) at a conversion ratio of 1:1, which will rank equally with all other Shares then on issue, including in respect of all rights issues and bonus issues.

(ii) issue price: the Leibowitz Plan Shares will be issued at a price equal to the closing price of Shares on ASX on the date of the Meeting. However, the Company will not receive any cash payment as consideration for the issue of the Leibowitz Plan Shares, as their issue price is to be funded by a limited recourse loan from the Company (see sub-paragraph (iii) immediately below).
(iii) loan: the total issue price payable for the proposed issue of the Leibowitz Plan Shares to Mr Leibowitz will be funded by a limited recourse loan from the Company to Mr Leibowitz in accordance with the terms of the Plan.
(iv) issue date: if the requisite Shareholder approvals (i.e. Resolution 9 and each other Resolution in this Notice, except for Resolution 3) are received at the Meeting, the Leibowitz Plan Shares will be issued to Mr Leibowitz subject to the performance and vesting conditions described in subparagraphs (vii) and (viii) below, subject to and as soon as practicable after Completion of the Proposed Acquisition.
(v) quotation: the Leibowitz Plan Shares will be unquoted.

(vi) term and expiry: the Leibowitz Plan Shares have a term of 36 months from their date of issue ( Term ). If at the expiry of the Term, any of the Performance Conditions, vesting conditions and/or disposal restrictions applicable to a parcel of Leibowitz Plan Shares has not been satisfied or waived by the Board (including if any amount remains outstanding under any Loan in relation to those Leibowitz Plan Shares), those Leibowitz Plan Shares will be bought back by the Company for a total consideration of $10.00.
(vii) performance conditions: as illustrated in the table below titled “Conversion Schedule”, the Leibowitz Plan Shares will convert into fully-paid ordinary shares in the Company ( Converted Shares ) in two tranches, with each tranche subject to the Board (not including Mr Leibowitz) being satisfied that one of the following Performance Conditions has been satisfied during the Term:
(A) Share Price Condition 1: the VWAP of the Company's Shares having reached $0.125 per Consolidated Share or $0.005 per Share (if the Share Consolidation is not approved under Resolution 3) or more, calculated over any period of 30 consecutive Trading Days during the first 18 months of the Term; and
(B) Share Price Condition 2: the VWAP of the Company's Shares having reached $0.25 per Consolidated Share or $0.01 per Share (if the Share Consolidation is not approved under Resolution 3) or more, calculated over any period of 30 consecutive Trading Days during the Term,

Table 8

Performance Conditions	Performance Conditions	Number of Leibowitz Plan Shares to convert *(assuming Resolution 3 is* *approved, on a post-Share* *Consolidation basis)*	Number of Leibowitz Plan Shares to convert *(assuming Resolution 3 is not* *approved, on a pre-Share* *Consolidation basis)*
1	Share Price Condition 1 (see Section 9.2(b)(vii)(A) above)	1,437,500	35,937,500
2	Share Price Condition 2 (see Section 9.2(b)(vii)(B) above)	1,437,500	35,937,500
Total number of Leibowitz Plan Shares:		2,875,000	71,875,000

(viii) vesting condition: in addition to the Performance Conditions referred to above, the Leibowitz Plan Shares will also be subject to an overriding vesting condition that Mr Leibowitz must have held office as a director of the Company or have otherwise been employed or engaged by the Company or any of its subsidiaries at all times for the 18 month period immediately following their date of issue ( Engagement Condition ).

If, during the Term, the Board (not including Mr Leibowitz) is satisfied that:

(A) the Performance Condition applicable to a tranche of Leibowitz Plan Shares has been satisfied;
(B) Mr Leibowitz has satisfied the Engagement Condition;

(C) the loan advanced to fund the issue of that parcel of Leibowitz Plan Shares has been repaid to the Company; and
(D) no other disposal restrictions apply to that parcel of Leibowitz Plan Shares under the Loan Funded Share Plan Rules,

then that parcel of Leibowitz Plan Shares will vest provided that, on the vesting date, Mr Leibowitz remains in office as a director of the Company or is otherwise employed or engaged by the Company or any of its subsidiaries (unless otherwise approved by the Board (see paragraph (ix) immediately below)).

Until such time as vesting occurs, Mr Leibowitz will not be able to sell, transfer, encumber, grant options over or otherwise deal with or encumber those Leibowitz Plan Shares.

(ix) treatment on retirement from office: in accordance with the Loan Funded Share Plan Rules, if Mr Leibowitz retires from office as a director of the Company and otherwise ceases to be employed or engaged by the Company or any of its subsidiaries, then:
(A) unless the Board determines otherwise, Mr Leibowitz will be entitled to retain all Plan Shares issued to him that have vested as at the date of retirement;
(B) subject to sub-paragraph (C) below, if Mr Leibowitz is:
- (I) a ‘Good Leaver’ at the relevant time, the Board may in its discretion permit a pro rata number (based on the proportion of the relevant 18 month vesting period completed) of Mr Leibowitz’s unvested Plan Shares to remain on foot after the date of retirement and to continue to be eligible for vesting subject to ongoing Performance Conditions and disposal restrictions; and
- (II) a ‘Bad Leaver’ at the relevant time, then unless the Board determines otherwise, all Plan Shares issued to Mr Leibowitz will be automatically surrendered in accordance with the Plan Rules and then may be sold to a third party,

(see the summary of the Plan Rules at Schedule 3 of this Notice); and

(C) in accordance with Listing Rule 10.19, the prior approval of Shareholders will be required to any termination benefits granted to Mr Leibowitz or another officer of the Company, where the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the Company’s equity interests as set out in the latest Company accounts given to ASX under the Listing Rules.

9.3 Applicable provisions of the Corporations Act and Listing Rules

Shareholders are asked to consider, and if appropriate, approve the issue of the Leibowitz Plan Shares to Anthony Leibowitz under Resolution 9 for the purposes of Listing Rule 10.14, Chapter 2E of the Corporations Act and all other purposes.

The reasons for which Shareholder approval is being sought under those provisions are discussed below:

– (a) Listing Rule 10.14 Issue under an employee incentive scheme to a director

Listing Rule 10.14 requires Shareholder approval to be obtained where the Company issues, or agrees to issue, Equity Securities under an employee incentive scheme to a director of the Company, an Associate of a director of the Company, or a person whose relationship with the Company, a director of the Company or an Associate of a director of the Company is, in ASX's opinion, such that approval should be obtained.

Further, approval under Listing Rule 7.1 is not required to issue the Leibowitz Plan Shares if the requisite Shareholder approvals are obtained under Listing Rule 10.14. This means that the issue of the Leibowitz Plan Shares, if approved, will not reduce the Company’s capacity to issue Equity Securities without Shareholder approval in reliance on the 15% Placement Capacity in the 12 month period following their issue.

Accordingly, Resolution 9 is being put to Shareholders pursuant to Listing Rule 10.14 to seek approval for the issue of the Leibowitz Plan Shares to Mr Leibowitz.

– (b) Corporations Act, Chapter 2E Giving financial benefits to related parties

For a public company, or an entity that a 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 proposed issue of the Leibowitz Plan Shares to Mr Leibowitz, and the provision by the Company of a limited recourse loan to Mr Leibowitz to fund his acquisition of the Leibowitz Plan Shares, constitute the giving of financial benefits to a Related Party of the Company by reason of Mr Leibowitz being a proposed director of the Company (subject to the passage of Resolution 2).

It is the view of the Board that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Therefore, the approval of Shareholders to the proposed issue of the Leibowitz Plan Shares is being sought under Resolution 9 for the purposes of Chapter 2E of the Corporations Act.

9.4 Technical information in relation to Resolution 9

The following information is provided in relation to the proposed issue of the Leibowitz Plan Shares for the purposes of Listing Rule 10.15 and section 219 of the Corporations Act:

(a) Information required by Listing Rule 10.15
(i) Name of issuee: the person to whom the Leibowitz Plan Shares will be issued under Resolution 9 (if approved) is Mr Anthony Leibowitz or his nominee.
(ii) Class of issuee: Shareholder approval to the issue of the Leibowitz Plan Shares is required under Listing Rule 10.14 by virtue of Mr Leibowitz being a proposed director of the Company (subject to the passage of Resolution 2).

(iii) Number and class of Leibowitz Plan Shares: a maximum of:
(A) if the Share Consolidation under Resolution 3 is approved, 2,875,000 Performance Shares (on a post-Share Consolidation basis); or
(B) if the Share Consolidation under Resolution 3 is not approved, 71,875,000 Performance Shares,

in the Company are proposed to be issued to Mr Leibowitz pursuant to Resolution 9 (if approved).

As detailed in Section 9.2(b)(v) above, the Performance Shares will be unquoted, and have limited rights (including with respect to voting, dividends and participation in future issues of Equity Securities) until such time as the Performance Conditions and Engagement Condition attaching to them (see Section 9.2(b)(vii) and Section 9.2(b)(viii) above) are satisfied and they convert into fully-paid ordinary shares in the Company.

Upon satisfaction of the applicable Performance Condition, the Performance Shares will automatically convert into fully-paid ordinary shares in the issued capital of the Company at a conversion ratio of 1:1, which will rank equally with all other Shares then on issue, including in respect of all rights issues and bonus issues.

The Company will apply for official quotation of the resulting Converted Shares on ASX in accordance with the Listing Rules.

(iv) Current remuneration of issuee: subject to his election as a director of the Company under Resolution 2, Mr Leibowitz’s total proposed remuneration package in respect of the current financial year ending 30 June 2023 is $120,000 per annum.
(v) Previous issues under the Plan: no Plan Shares have previously been issued to Mr Leibowitz under the Loan Funded Share Plan as at the date of this Notice.
(vi) Previous issues (not under the Plan): the Company has issued the following Equity Securities to Mr Leibowitz prior to the date of this Notice, for the consideration detailed below:

Table 9

Date of issue	Total number and type of Equity Securities issued	Consideration paid or deemed to be paid per Equity Security	Purpose of issue	Date of Shareholder approval
28 January 2022	93,750,000 Shares	$0.004	Refer to ASX release dated 19 January 2022	None

The effect of the Share issue in the table above is that, as at the date of this Notice, Mr Leibowitz has a direct relevant interest in a total of 93,750,000 Shares (on a pre-Share Consolidation basis) which:

(A) were purchased at an issue price of $0.004 per Share;

(B) represents approximately 1.92% of the total issued ordinary capital of the Company; and

(C) is equivalent to 3,750,000 Consolidated Shares (if the Share Consolidation under Resolution 3 is approved).
(vii) Rationale, material terms and value of Leibowitz Plan Shares: The Board considers that the issue of Performance Shares to Mr Leibowitz is as an appropriate and effective way to incentivise Mr Leibowitz to assist the Company in achieving particular performance milestones which are in line with the strategic goals of the Company.

A summary of the material terms of the Performance Shares, including their terms of issue, the Engagement Condition, Performance Conditions and disposal restrictions to which they will be subject and how they will be treated on Anthony Leibowitz’s retirement from office as a Director, is set out at Section 9.2 above.

Based on the assumptions specified below, the Board, using the Monte Carlo Simulation pricing model, would attribute a value of approximately:

(A) if the Share Consolidation under Resolution 3 is approved, $0.025 per Leibowitz Plan Share (on a post-Share Consolidation basis); or
(B) if the Share Consolidation under Resolution 3 is not approved, $0.001 per Leibowitz Plan Share,

which is equivalent to a total value of approximately $71,875 for the Leibowitz Plan Shares proposed to be issued to Mr Leibowitz under Resolution 9, if approved.

Assumptions :

Table 10

First Hurdle Price (being the threshold for satisfying Share Price Condition 1 (see Section 9.2(b)(vii)(B) above))	$0.125 (on a post-Share Consolidation basis)
Second Hurdle Price (being the threshold for satisfying Share Price Condition 2 (see Section 9.2(b)(vii)(A) above))	$0.25 (on a post-Share Consolidation basis)
Term	3 years
Volatility	115%
Dividend	Nil
Risk free rate – 3 year Commonwealth Bond rate as at 2 September 2022	3.27%

For the purposes of this Notice, the above values have been applied to all of the Leibowitz Plan Shares. However, for non Share-based performance hurdles, the appropriate measure needs to take into account the probability of success and for the purposes of this Notice, a 100% probability has been assumed.

(viii) Issue date: if the requisite Shareholder approvals (i.e. Resolution 9 and each other Resolution in this Notice, other than Resolution 3) are received at the Meeting, it is anticipated that the Leibowitz Plan Shares will be issued to Anthony Leibowitz (or his nominee) in one tranche subject to and as soon as practicable after Completion of the Proposed Acquisition. In any case, the Leibowitz Plan Shares will be issued no later than 36 months after the date of the Meeting.

(ix) Issue price: the Leibowitz Plan Shares will be issued at a price per Share equal to the closing price of the Shares on ASX on the date of the Meeting.

The total issue price will be funded by an interest free, limited recourse loan from the Company to Anthony Leibowitz in accordance with the Loan Funded Share Plan Rules. As such, the Company will not receive any cash payment as consideration for the issue of the Leibowitz Plan Shares, and no cash amount will in fact be advanced to Anthony Leibowitz pursuant to the loan.

(x) Terms of employee incentive scheme: a summary of the material terms of the Loan Funded Share Plan Rules upon which the Leibowitz Plan Shares are proposed to be issued is set out at Schedule 3 of this Notice.
(xi) Terms of loan: a summary of the material terms of the limited recourse loan that will fund the issue price for the Leibowitz Plan Shares, if Resolutions 1, 2 and 9 are approved, is set out at Schedule 4 of this Notice.

As this loan is to be applied in satisfaction of the issue price required to be paid to the Company in respect of the Leibowitz Plan Shares, no cash amount will be advanced to Mr Leibowitz.

To secure its interest in the repayment of such loan, the Company is entitled under the Plan Rules and Loan Agreement to take, and will take, a firstranking security interest over the Leibowitz Plan Shares.

(xii) Disclosure of issues under employee incentive scheme: the Board confirms that each annual report of the Company relating to a period in which Plan Shares are issued to a director of the Company, an Associate of a director of the Company or other person referred to in Listing Rule 10.14 pursuant to the Loan Funded Share Plan will include:
(A) details of any such issue; and
(B) a statement that approval for such issue was obtained under Listing Rule 10.14.

If Resolution 9 and each other Resolution in this Notice (other than Resolution 3) are approved at the Meeting, any additional person referred to in Listing Rule 10.14 who becomes entitled to participate in the Loan Funded Share Plan after the Meeting and who is not named in this Notice will not participate in the Plan until approval is obtained in respect of that additional person under Listing Rule 10.14.

(b) Specific information required by section 219 of the Corporations Act

(i) Recipient of financial benefit: the Related Party to whom a financial benefit will be given under Resolution 9 (if approved) is Anthony Leibowitz (or his nominee), who is a proposed director of the Company (see Resolution 2).
(ii) Nature of financial benefit: the nature of the financial benefits proposed to be given under Resolution 9 (if approved) are:
(A) the issue to Anthony Leibowitz (or his nominee) of up to a maximum of:
- (I) if the Share Consolidation under Resolution 3 is approved, 2,875,000 Performance Shares (on a postShare Consolidation basis); or

(II) if the Share Consolidation under Resolution 3 is not approved, 71,875,000 Performance Shares,

pursuant to the Loan Funded Share Plan; and

(B) the provision by the Company of an interest free, limited recourse loan for the aggregate issue price of those Performance Shares to fund their acquisition, in accordance with the Plan Rules. Subject to Shareholder approval, the Leibowitz Plan Shares are to be issued at a price per Share equal to the closing price of the Shares on ASX on the date of this Meeting.

As detailed in Section 9.4(b)(v) above, the Performance Shares will be unquoted, and have limited rights (including with respect to voting, dividends and participation in future issues of Equity Securities) until such time as the Performance Conditions and Engagement Condition attaching to them (see Section 9.2(b)(vii) and Section 9.2(b)(viii) above) are satisfied and they convert into fully-paid ordinary shares in the Company.

A summary of the key terms upon which the Performance Shares will be issued under Resolution 9 (if approved), including their terms of issue, the Engagement Condition, Performance Conditions and disposal restrictions to which they will be subject and how they will be treated on Anthony Leibowitz’s retirement from office as a Director, is set out in Section 9.2 above.

A summary of the material terms of the limited recourse loan that will fund the issue price for the Leibowitz Plan Shares, if Resolution 9 and each other Resolution in this Notice (other than Resolution 3) are approved, is set out at Schedule 4 of this Notice.

(iii) Value of financial benefit: based on the assumptions specified below, the Board, using the Monte Carlo Simulation pricing model, would attribute a value of approximately:

(A) if the Share Consolidation under Resolution 3 is approved, $0.025 per Leibowitz Plan Share (on a post-Share Consolidation basis); or
(B) if the Share Consolidation under Resolution 3 is not approved, $0.001 per Leibowitz Plan Share,

which is equivalent to a total value of approximately $71,875 for the Leibowitz Plan Shares proposed to be issued to Mr Leibowitz under Resolution 9, if approved.

Assumptions :

Table 11

First Hurdle Price (being the threshold for satisfying Share Price Condition 1 (see Section 9.2(b)(vii)(A) above))	$0.125 (on a post-Share Consolidation basis)
Second Hurdle Price (being the threshold for satisfying Share Price Condition 2 (see Section 9.2(b)(vii)(B) above))	$0.25 (on a post-Share Consolidation basis)
Term	3 years
Volatility	115%
Dividend	Nil
Risk free rate – 3 year Commonwealth Bond rate as at 2 September 2022	3.27%

Further details of the historical share price movement of the Company’s Shares are outlined at Section 1.4 above.

(iv) Effect of financial benefit on Shareholdings: as at the date of this Notice, Mr Leibowitz has a relevant interest in a total of 93,750,000 Shares (on a preShare Consolidation basis) which:

(A) were purchased at an average issue price of $0.004 per Share;
(B) represents approximately 1.92% of the total issued ordinary capital of the Company; and
(C) is equivalent to 3,750,000 Consolidated Shares .

If Resolution 9 is approved, Anthony Leibowitz (or his nominee) will receive:

(A) if the Share Consolidation under Resolution 3 is approved, 2,875,000 unquoted Performance Shares (on a post-Share Consolidation basis); or
(B) if the Share Consolidation under Resolution 3 is not approved, 71,875,000 unquoted Performance Shares.

These Performance Shares do not confer any voting rights on their holder, except to the extent required by law, and as such, Anthony Leibowitz will not acquire a relevant interest in any further voting Shares in the Company upon the issue of the Performance Shares and his relevant interest in the Shares of the Company will remain at the levels stated above.

If however the Performance Conditions and Engagement Condition attaching to the Performance Shares (see Section 9.2(b)(vii) and Section 9.2(b)(viii) above) are satisfied, they will convert into fully-paid ordinary voting shares in the Company at a conversion ratio of 1:1. Assuming all of the Performance Shares convert in accordance with their terms:

(A) Anthony Leibowitz’s Shareholding after completion of the Series of Transactions (assuming all Share issues contemplated under the Resolutions have completed) will increase from 3,750,000 to 8,958,333 Consolidated Shares, or 93,750,000 to 223,958,333 Shares (if the Share Consolidation under Resolution 3 is not approved) and his voting power in the Company (including the Consideration Shares held by his Associate Greenvale) will be 54,958,333 Consolidated Shares or 1,373,958,333 Shares (if the Share Consolidation under Resolution 3 is not approved);
(B) the relevant interest and voting power of Anthony Leibowitz will increase by approximately 18.07%, from approximately 1.92% to approximately 19.99% (on a Fully Diluted Basis) of the total issued Share capital of the Company; and
(C) the relevant interest and voting power of all other Shareholders as at the time of conversion of the Leibowitz Plan Shares will be diluted by approximately 18.07%,

in each case, assuming the issued Share capital of the Company changes to reflect each of the Resolutions set out in the Notice.

(v) Interest of Directors in outcome of Resolution 9 and recommendation: Messrs Jacob Khouri, Gregory Jones and Vincent Fayad, none of whom has any personal interest in the outcome of Resolution 9, each recommend that you vote in favour of Resolution 9 on the basis that the issue of sharebased incentives to Mr Leibowitz:
(A) aligns the interests of Mr Leibowitz with those of Shareholders;
(B) is a cost-effective and efficient reward for the Company to make to appropriately incentivise Mr Leibowitz for his work with the Company and its subsidiaries; and
(C) is appropriate compensation given the valuable experience, qualifications and skills that Mr Leibowitz will bring to the Board.
(vi) Consequences of Resolution 9 not being passed: if Resolution 9 is not passed, the Company will not issue any of the Leibowitz Plan Shares. However, the Board intends to consider alternative options for incentivising and rewarding Mr Leibowitz for his performance and service to the Company and its subsidiaries (if elected to the Board). This may include issuing ordinary Shares to Mr Leibowitz, subject to obtaining the requisite Shareholder approvals under the Corporations Act, and/or paying him a cash equivalent (subject to the applicable Non-Executive Directors’ Fee Pool).

9.5 Voting exclusion

A voting exclusion statement for Resolution 9 is contained in the section of this Notice titled “ Business of the Meeting ”.

The Chair intends to vote undirected proxies in favour of Resolution 9.

If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 9, by signing and returning the Proxy Form you are giving express authorisation for the Chair to vote the proxy in accordance with the Chair's intentions on Resolution 9, even though those Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9.6 Conditionality of Resolutions

The passage of Resolution 9 is subject to each other Resolution in this Notice, except for Resolution 3, also being approved by Shareholders.

9.7 Recommendation of the Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 9.

Each Director confirms that he has no personal interest in the outcome of Resolution 9.

GLOSSARY

$ means Australian dollars.

15% Placement Capacity means the Company’s capacity to issue Equity Securities of up to 15% of its fully paid ordinary share capital in any 12 month period without the approval of Shareholders pursuant to Listing Rule 7.1, as explained in further detail in Section 1.6 of the Explanatory Statement.

2021 Notice of AGM means the Notice of the Company’s 2021 Annual General Meeting, held 30 November 2021, which can be found on the ASX Markets Announcements Platform under the ticker “ARO” or the Company’s website at https://aro.com.au .

Acquisition Agreement means the Share Sale and Purchase Agreement dated on or around 19 September 2022 between Greenvale, as seller, and the Company, as buyer, in respect of the Proposed Acquisition, as discussed in further detail in Sections 1.1 and 1.2 of the Explanatory Statement.

Additional 10% Placement Capacity means the Company’s capacity to issue Equity Securities of up to 10% of its fully paid ordinary share capital within a 12 month period (or shorter) pursuant to the approval of Shareholders by special resolution under Listing Rule 7.1A, as explained in further detail in Section 4.2 of the Explanatory Statement.

AEDT means Australian Eastern Standard Time as observed in Sydney, New South Wales, and to the extent applicable, Australian Eastern Daylight Time.

AMETS Report means the Tenure Report prepared by Australian Mining and Exploration Title Services and included at Schedule 2 .

Associate has the meaning given in Listing Rule 19.12.

Astro or Company means Astro Resources NL (ACN 007 090 904).

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company from time to time.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Cleansing Notice means a notice in accordance with section 708A(6) of the Corporations Act.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Completion means completion of the Proposed Acquisition in accordance with the terms and conditions of the Acquisition Agreement.

Consideration Shares means the Shares proposed to be issued to Greenvale as consideration under the Proposed Acquisition pursuant to Resolution 1, if approved, as particularised in Section 1.2 of the Explanatory Statement.

Consolidated Share means a fully paid ordinary share in the issued capital of the Company, after completion of the Share Consolidation (assuming Resolution 3 is passed).

Consolidated Performance Share means a Performance Share issued by the Company, after completion of the Share Consolidation (assuming Resolution 3 is passed).

Constitution means the Company’s constitution.

Converted Share means, in respect of a Performance Share, the Share issued by the Company on conversion of that Performance Share following satisfaction of the Performance Conditions attaching to that Performance Share.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Notice, being Messrs Jacob Khouri, Gregory Jones and Vincent Fayad.

Directors’ Fees has the meaning given to that term in Listing Rule 10.17.

Engagement Condition has the meaning given in Section 9.2(b)(viii) of the Explanatory Statement.

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 contained in this Notice.

Fully Diluted Basis means, in relation to of a person’s relevant interest and voting power in the Company, the calculation of that relevant interest and voting power on the basis that the proposed Share issues contemplated under each of the Resolutions have been approved and completed and that all Performance Shares have converted into Shares.

Georgina Project means the Georgina and South Nicholson Basin iron-oxide copper gold exploration project conducted by Knox, as discussed in Sections 1.1 and 1.3 of the Explanatory Statement.

Governor Broome Project means the heavy minerals project conducted by the Company’s wholly-owned subsidiary, Governor Broome Sands Pty Ltd (ACN 137 970 579) on the land the subject of retention licence R 70/53 and R 70/58 (being the Jack Track project which has become part of the Governor Broome Project) in the south-west region of Western Australia.

Greenvale means Greenvale Mining Limited (ACN 000 743 555).

HPG means HPG Urban Developments Pty Ltd (ACN 166 301 499), a substantial Shareholder of the Company as at the date of this Notice.

Independent Competent Person means a competent person within the meaning of the JORC Code who is not an Associate of the Company or any of its subsidiaries, of any Related Party of the Company or any of its subsidiaries, or of any Associate of any such Related Party.

IOCG means Iron-Oxide Copper Gold.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Knox means Knox Resources Limited (ACN 623 480 286).

Leibowitz Tranche 2 Placement Shares means the Shares proposed to be issued to Anthony Leibowitz (or his nominee) pursuant to Resolution 7, if approved, as particularised in Section 5 of the Explanatory Statement.

Listing Rule means a listing rule in the ASX Listing Rules.

Lithium Project means the Kibby Basin lithium project conducted by the Company and its wholly-owned subsidiary, Needles Holdings Inc., in Nevada, United States of America.

Loan Agreement means a Loan Agreement to be entered into under the Loan Funded Share Plan, the key terms and conditions of which are summarised at Schedule 4 of this Notice.

Loan Funded Share Plan means the share plan of the Company, the key terms and conditions of which are summarised at Schedule 3 of this Notice.

Loan Funded Share Plan Rules or Plan Rules means the Plan Rules of the Loan Funded Share Plan, the key terms and conditions of which are summarised at Schedule 3 of this Notice.

Lower Smoke Creek Diamond Project means the diamond project conducted by the Company’s wholly-owned subsidiary, East Kimberly Diamond Corporation Pty Ltd (ACN 095 337 830), in the Shire of Wyndham East Kimberly, in Western Australia.

Meeting means the general meeting of the Company convened by this Notice.

MIL means Mining Investments Limited, an entity related to Director, Mr Jacob Khouri, and a substantial Shareholder of the Company as at the date of this Notice.

Needles Project means the gold-silver project conducted by the Company and its whollyowned subsidiary, Needles Holdings Inc., in Nevada, United States of America.

Non-Executive Directors’ Fee Pool means the maximum aggregate amount or value of Directors’ Fees that may be paid to non-executive directors of the Company in any financial year, which is currently $500,000 per annum.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Ordinary Securities has the meaning give in Listing Rule 19.12.

Placement has the meaning given in Section 4.1 of the Explanatory Statement.

Performance Conditions has the meaning given in Section 9.2(b)(vii) of the Explanatory Statement.

Performance Share means a share issued by the Company with the rights set out in the Loan Funded Share Plan Rules, and in respect of which there are performance conditions that have not been satisfied or waived by the Board in accordance with the Plan Rules, and for the avoidance of doubt, will mean after completion of the Share Consolidation (assuming Resolution 3 is passed), a Consolidated Performance Share.

Plan Share means a Performance Share or the Converted Share into which that Performance Share converts in accordance with its terms of issue and the Loan Funded Share Plan Rules, as the context requires.

Proposed Acquisition means the proposed purchase by the Company of 80% (by number) of the total issued share capital of Knox, as particularised in Sections 1.1 and 1.2 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Related Party includes:

(a) a “related party” as defined in Listing Rule 19.12;
(b) a “related party” as defined in section 228 of the Corporations Act; and
(c) any other person that falls within the scope of Listing Rules 10.11.1 to 10.11.5 (both inclusive).

Resolutions means the resolutions set out in the section of this Notice titled “ Business of the Meeting ”, or any one of them, as the context requires.

Royalty means the 2% net smelter royalty proposed to be granted to Greenvale in respect of IOCG products derived from the Tenements after Completion, pursuant to the terms of the Proposed Acquisition.

Series of Transactions has the meaning given in Section 1.1 of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company and, for the avoidance of doubt, will mean after completion of the Share Consolidation (assuming Resolution 3 is passed), a Consolidated Share, and Shareholding has the corresponding meaning.

Share Consolidation means the consolidation of the issued share capital of the Company proposed under Resolution 3.

Shareholder means a registered holder of Shares.

Sophisticated Investor has the meaning given in section 708(8) of the Corporations Act.

SRK means SRK Consulting (Australasia) Pty Ltd (ACN 074 271 720).

SRK Report means the independent geologist report prepared by SRK and included at Schedule 1 .

Tenements means the tenements owned by Knox as listed on pages 12 and 13, Section 3.3 of the SRK Report at Schedule 1 and further detailed in the AMETS Report at Schedule 2 .

Tranche 1 Placement means the placement of Shares to sophisticated and professional investors completed by the Company on 19 September 2022, raising $654,683 (before costs), as further particularised in Section 4.1 of the Explanatory Statement.

Tranche 1 Placement Shares means the Shares issued pursuant to the Tranche 1 Placement.

Tranche 2 Placement means the second tranche of the Placement, as further particularised in Sections 1.4, 4.1, 5.1, 6.1, 7.1 and 8.1 of the Explanatory Statement.

Tranche 2 Placement Shares means the Shares proposed to be issued pursuant to the Tranche 2 Placement.

Undiluted Basis means, in relation to of a person’s relevant interest and voting power in the Company, the calculation of that relevant interest and voting power on the basis that the proposed Share issues contemplated under each of the Resolutions have been approved and completed, but that no Performance Shares have converted into Shares.

Unrelated Sophisticated Investor means a Sophisticated Investor that is not a Related Party of the Company.

VWAP means, in respect of a quoted class of Equity Securities, the volume weighted average price of that class of Equity Securities sold on ASX during the agreed number of trading days immediately preceding and including the date on which such price is to be determined, but does not include any transactions defined in the ASX Operating Rules as “special” crossings prior to the commencement of normal trading, crossings during the after-hours adjust phase nor any overseas trades or trades pursuant to the exercise of options over shares in the capital of the relevant company.

SCHEDULE 1 – INDEPENDENT GEOLOGIST’S REPOR T

Final

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

Georgina Basin and South Nicholson Basin, Northern Territory, Australia Astro Resources NL

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SRK Consulting (Australasia) Pty Ltd � AST005 � October 2022

Final

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

Georgina Basin and South Nicholson Basin, Northern Territory, Australia

Prepared for:

Astro Resources NL Suite 6, Level 5, 189 Kent Street Sydney, NSW, 2000 Australia

+61 2 8046 2799 [email protected]

Prepared by:

SRK Consulting (Australasia) Pty Ltd Level 3, 18–32 Parliament Place West Perth, WA, 6005 Australia +61 8 9288 2000 www.srk.com

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ABN. 56 074 271 720

Lead Author: Alex Tunnadine, Carl D’Silva, Ben Jupp, Initials: AT, CD, BJ Reviewer: Chris Woodfull Initials: CW

File Name:

AST005_IGR - Knox Resources IOCG Tennant East_Rev3.docx

Suggested Citation:

SRK Consulting (Australasia) Pty Ltd. 2022. Independent Geologist’s Report – Knox Resources East Tennant Mineral Project. Final. Prepared for Astro Resources NL: Project number: AST005. Issued October 2022.

Cover Image:

Barkly Tablelands outlook from outside Tennant Creek, NT

Copyright © 2022

SRK Consulting (Australasia) Pty Ltd � AST005 � October 2022

Letter to Company

5 October 2022

The Directors Astro Resources NL Suite 6, Level 5 189 Kent Street SYDNEY NSW 2000

Independent Geologist’s Report on the Georgina and South Nicholson Basin Tenements of Knox Resources Pty Ltd

At your request, SRK Consulting (Australasia) Pty Ltd (SRK) has prepared an Independent Geologist’s Report (IGR) on the Georgina and South Nicholson Basin Tenements (the Project) in which Knox Resources Pty Ltd. (Knox) has 100% equity.

Astro Resources NL (Astro or the Company) has entered into a binding agreement with Greenvale Mining Limited (Greenvale) to acquire 80% interest in the Project as per the Australian Securities Exchange (ASX) announcement on 1 June 2022. It is SRK’s understanding that this IGR will be included in a Notice of Meeting (NoM) informing shareholders of the assets being considered. The Project to be considered in this IGR comprises two sub-projects: namely the East Tennant Project located in the Georgina Basin and the Ranken Project in the South Nicholson Basin, Northern Territory (NT).

No Mineral Resources or Ore Reserves as reported in accordance with the JORC Code (2012) are contained in this report.

The objectives of this IGR are to:

provide an overview of the geological setting of the Project and associated mineralisation
present a geological description for each sub-project
outline the recent exploration and development activities undertaken on each of the sub-projects
comment on the exploration and development potential of the sub-project areas
consider the appropriateness of any proposed work program and budget.

This IGR has been prepared in accordance with the ASX Listing Rules. Under these rules, reporting in accordance with the JORC Code (2012) and VALMIN Code (2015) (as defined herewith in) is required.

For the preparation of this IGR, Astro has made available all relevant information held by the Company. SRK has supplemented this information, where necessary, with information from its own geological databases or information available within the public domain. A listing of the documents referenced is provided at the end of this report. None of the entities referred to in this report have consented to their inclusion in this report and have only been referred to in the context of reporting material fact. Opinions presented in this IGR apply to the site conditions and features as they existed at the time of SRK’s investigations and those reasonably foreseeable. These opinions do not necessarily apply to conditions and features that may arise after the date of this report, about which SRK had no prior knowledge nor had the opportunity to evaluate.

The current ownership status and standing of the tenements within each sub-project area was provided by Australian Mining and Exploration Title Services (AMETS) which has independently verified these tenements on behalf of Astro. The AMETS reported is included as part of the NoM documents to Astro shareholders.

From SRK’s assessment of the Project areas, it is our opinion that the projects are of merit, are worthy of further exploration and that the exploration programs proposed over the respective sub-projects have been carefully conceived and costed.

This IGR was compiled by Mr Carl D’Silva (Principal Consultant, Geology), Mr Alex Tunnadine (Senior Consultant, Geology) and Mr Ben Jupp (Senior Consultant, Geology). Mr Chris Woodfull (Corporate Consultant, Geology) provided peer review of the IGR. Mr Tunnadine is a full-time employee of SRK and has sufficient experience, which is relevant to the style of mineralisation and type of mineral deposits under consideration, to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code

SRK is a firm providing specialist mining industry consultancy services in the fields of geology, exploration, resource estimation, mining engineering, geotechnical engineering, risk assessment, mining information technology and corporate services including independent expert reports and mineral asset valuations. The company, which operates from offices in Perth, Brisbane, Newcastle, Sydney and Melbourne, has prepared Independent Technical Reports and valuations on a variety of mineral commodities in many countries.

Neither SRK nor any of its consultants involved in the preparation of this report have any material interest in Astro or in the mineral assets considered in this report. SRK is remunerated for this report by way of a professional fee determined according to a standard schedule of rates, which is not contingent on the outcome of this report.

Statement of SRK independence

Neither SRK nor any of the authors of this IGR have any material present or contingent interest in the outcome of this report, nor do they have any pecuniary or other interest that could be reasonably regarded as being capable of affecting their independence or that of SRK.

Warranties and indemnities

Astro has warranted, that full disclosure has been made of all material information and that, to the best of its knowledge and understanding, such information is complete, accurate and true.

Consent

SRK has given, and has not withdrawn, its consent for this Report, in full, in Astro’s NoM in the form and context in which the technical assessment is provided to be used for the purposes of Astro’s NoM, including publication on Astro’s website and to the inclusion of statements made by SRK and to the references of its name in other documents pertaining to Astro’s NoM. SRK provides this consent on the basis that the technical assessments expressed in the Summary and in the individual sections of this IGR be considered with, and not independently of, the information set out in the complete report.

SRK confirms that to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this report is in accordance with the facts and does not omit anything likely to affect the import of such information.

SRK confirms that nothing has come to its attention to indicate any material change to what is reported in this report.

Yours faithfully

For and on behalf of SRK Consulting (Australasia) Pty Ltd

Alex Tunnadine, MRes, MAusIMM, MSEG

Senior Consultant (Geology)

Chris Woodfull, MSc, MAIG, MAusIMM Corporate Consultant (Geology)

Acknowledgments

The following consultants have contributed to this report: Alex Tunnadine, Carl D’Silva, Ben Jupp and Chris Woodfull.

SRK would also like to acknowledge Resource Potentials Pty Ltd for their supply of geophysical grid images used for geological interpretations as part of an earlier project over the same tenement package.

SRK would also like to acknowledge Matt Healy (CEO, Knox Resources) and the Knox Resources team for facilitating our site visit to the Barkly Region.

Disclaimer : The opinions expressed in this Report have been based on the information supplied to SRK Consulting (Australasia) Pty Ltd (SRK) by Astro Resources NL (Astro). The opinions in this Report are provided in response to a specific request from Knox to do so. SRK has exercised all due care in reviewing the supplied information. While SRK has compared key supplied data with expected values, the accuracy of the results and conclusions from the review are entirely reliant on the accuracy and completeness of the supplied data. SRK does not accept responsibility for any errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them. Opinions presented in this Report apply to the site conditions and features as they existed at the time of SRK’s investigations, and those reasonably foreseeable. These opinions do not necessarily apply to conditions and features that may arise after the date of this Report, about which SRK had no prior knowledge nor had the opportunity to evaluate.

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Contents � Final

Letter	to Company ....................................................................................................................................................... iii
Useful Definitions .......................................................................................................................................................... x
Executive Summary .................................................................................................................................................... xii
1	Introduction ......................................................................................................................................................... 1
1.1	Reporting standard ............................................................................................................................................. 3
1.2	Reliance .............................................................................................................................................................. 3
1.3	Work program ..................................................................................................................................................... 3
1.4	Legal matters ...................................................................................................................................................... 3
1.5	Base technical information, effective date and publication date ........................................................................ 4
1.6	Verification and validation................................................................................................................................... 4
1.7	Statement of independence................................................................................................................................ 4
1.8	Indemnities provided by the Company ............................................................................................................... 5
1.9	Qualifications of consultants and Competent Persons ....................................................................................... 5
1.10	Limitation, reliance on information, declaration, consent and remarks .............................................................. 7
	1.10.1 Limitations ........................................................................................................................................... 7
	1.10.2 Reliance on information ...................................................................................................................... 7
	1.10.3 Declaration .......................................................................................................................................... 8
	1.10.4 Competent person and practitioner consent ....................................................................................... 9
1.11	Remarks ............................................................................................................................................................. 9
2	Company overviews ......................................................................................................................................... 10
2.1	Overview of Astro Resources NL ..................................................................................................................... 10
2.2	Overview of Knox Resources Pty Ltd ............................................................................................................... 10
2.3	Exploration strategy .......................................................................................................................................... 10
3	Project setting ................................................................................................................................................... 11
3.1	Location and infrastructure ............................................................................................................................... 11
3.2	Physiography and climate ................................................................................................................................ 12
3.3	Ownership and tenure ...................................................................................................................................... 12
4	Geology and mineralisation .............................................................................................................................. 14
4.1	Regional geology .............................................................................................................................................. 14
4.2	Potential mineralisation styles .......................................................................................................................... 17
	4.2.1 Iron oxide copper gold mineralisation – Tennant Creek region ........................................................ 17
	4.2.2 Sedimentary exhalative (SEDEX) style mineralisation – Mt Isa, Lawn Hill region ........................... 20
5	East Tennant Project ........................................................................................................................................ 23
5.1	Local geology ................................................................................................................................................... 23
	5.1.1 Warramunga Formation .................................................................................................................... 25
	5.1.2 Tennant Creek suite .......................................................................................................................... 25
	5.1.3 Ooradidgee Group ............................................................................................................................ 25
5.2	Project area geological interpretation ............................................................................................................... 26
5.3	Exploration history ............................................................................................................................................ 28
5.4	Exploration potential and mineralisation targeting ........................................................................................... 30
	5.4.1 East Tennant mineral potential ......................................................................................................... 30
	5.4.2 Initial drill prospects ........................................................................................................................... 30
5.5	Proposed exploration program ......................................................................................................................... 32

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Contents � Final

5.6	SRK opinion – East Tennant Project ................................................................................................................ 33
6	Ranken Project ................................................................................................................................................. 35
6.1	Local geology ................................................................................................................................................... 35
	6.1.1 South Nicholson Basin ...................................................................................................................... 37
	6.1.2 Isa Superbasin .................................................................................................................................. 40
	6.1.3 Calvert and Leichhardt superbasins ................................................................................................. 42
6.2	Ranken Project basement geological interpretation ......................................................................................... 42
	6.2.1 Precambrian geology ........................................................................................................................ 43
	6.2.2 Paleoproterozoic geology ................................................................................................................. 44
6.3	Exploration history ............................................................................................................................................ 45
6.4	Exploration potential and mineralisation targeting ........................................................................................... 47
6.5	Proposed exploration program ......................................................................................................................... 47
6.6	SRK opinion – Ranken Project ......................................................................................................................... 48
7	Proposed exploration programs and budgets .................................................................................................. 50
8	Risks ................................................................................................................................................................. 51
9	Concluding remarks .......................................................................................................................................... 52
References .................................................................................................................................................................. 55

Tables
Table 1.1:	Responsibilities of SRK specialists and key contributors ......................................................................... 6
Table 3.1:	Knox Resources Exploration Licences Granted and in Application status ............................................ 13
Table 5.1:	Summary of previous ELs that overlap Georgina Basin Tenements ..................................................... 28
Table 5.2:	Summary of proposed exploration program (East Tennant Project) over ≈2 years .............................. 34
Table 6.1:	Summary of previous ELs that overlap with EL32285 and EL32286 (Ranken Project) ........................ 46
Table 6.2:	Summary of proposed exploration program (Ranken Project) ≈2 years ................................................ 49
Table 7.1:	Summary of Knox’s proposed 2-year exploration budget (A$) .............................................................. 50

Figures Figure 1.1: Map showing Knox tenements in the East Tennant region, NT ............................................................... 1 Figure 3.1: Location and access to East Tennant Tenements ................................................................................. 11 Figure 4.1: Regional geological provinces surrounding Knox’s exploration leases ................................................. 14 Figure 4.2: Location of NDI drill holes surrounding Knox’s exploration leases ........................................................ 15 Figure 4.3: Basement Geology and Alteration in NDI drill core from the East Tennant region ................................ 16 Figure 4.4: Simplified 1:250,000 Tennant Creek geology with deposits and mineral occurrences ......................... 18 Figure 4.5: Oxide stage (A) and sulfide stage (B) of Tennant Creek IOCG deposit formation ................................ 19 Figure 4.6: Northwest Queensland and east Northern Territory region illustrating mineral occurrences and deposits .................................................................................................................................................. 21 Figure 4.7: Schematic cross section through a rift-controlled basin showing the idealised setting of SEDEX deposits ..................................................................................................................................... 22 Figure 5.1: Geological map of the Tennant region, Northern Territory .................................................................... 24 Figure 5.2: Interpreted basement geology and structure of EL32282 and EL32296 ............................................... 26 Figure 5.3: Interpreted basement geology and structure of EL32283, EL32284 and EL32295 ............................... 27 Figure 5.4: Interpreted basement geology and structure of EL32280 and EL32281 ............................................... 27 Figure 5.5: Map of drill hole locations for Twin Peaks targets (KNRDD002 and KNRDD004) ................................ 31 Figure 5.6: EL32295 prospect areas and planned drill targets draped over magnetic reduced to pole imagery ................................................................................................................................................... 32

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Figure 6.1: Distribution of Cambrian and Proterozoic outcrop geology, seismic, water bores and stratigraphic drill holes............................................................................................................................ 35 Figure 6.2: Regional Bouguer gravity image illustrating potential continuation of Isa Superbasin and Murphy Inlier basement terrane ............................................................................................................. 36 Figure 6.3: Stratigraphic drill hole correlations within the South Nicholson Basin illustrating thickness distributions of Georgina Basin and South Nicholson Basin sedimentary units .................................... 37 Figure 6.4: South Nicholson Basin, surrounding geological provinces and deep crustal seismic datasets ............ 38 Figure 6.5: Location map of Barkly seismic survey and identified seismic domains ................................................ 39 Figure 6.6: Seismic line 19GA-B1 illustrating Carrara domain ................................................................................. 40 Figure 6.7: Major tectonostratigraphic sequences of the Ranken Project................................................................ 41 Figure 6.8: Interpreted structures over background magnetic RTP image .............................................................. 42 Figure 6.9: Interpreted structures on background gravity resolution 5 km image .................................................... 43 Figure 6.10: Interpreted Precambrian solid geology Ranken Project ......................................................................... 44 Figure 6.11: Interpreted Paleoproterozoic solid geology ............................................................................................ 45

Appendices

Appendix A JORC Code, 2012 Edition – Table 1

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Useful Definitions � Final

Useful Definitions

This list contains definitions of symbols, units, abbreviations, and terminology that may be unfamiliar to the reader.

°C
temperature in degrees Celsius
2D
two-dimensional
Ag
silver
Ar
argon
Astro
Astro Resources NL
Au
gold
Bi
bismuth
BMR
Bureau of Mineral Resources
CH4
methane
Co
cobalt
CO2
carbon dioxide
Cu
copper
D1
deformation event (first recorded)
D2
deformation event (second recorded)
EL
exploration lease
ELA
exploration lease application
E–NE
east to northeast
E–W
east to west
F1
fold (first generation)
Fe
iron
FeO
iron oxide
g/t
grams per tonne
GA
Geoscience Australia
GIS
Geographic Information System
Greenvale Greenvale Mining Limited
IOCG
iron oxide -copper-gold
JORC
Joint Ore Reserves Committee
km
kilometres
Knox
Knox Resources Pty Ltd
Ltd
Limited
Ma
million years
MinEx
CRC
Mineral Exploration Cooperative
Research Centre
MLC
mining licence

NDI
national drilling initiative
NE
northeast
Ni
nickel
Nobelex
Nobelex NL
Normandy
Normandy Gold Pty Ltd
NNE
north-northeast
NNW
north-northwest
N–NW
north to northwest
NS
north to south
NT
Northern Territory
NTGS
Northern Territory Geological Survey
NW
northwest
NWQMEPS
Northwest Queensland Mineral and Energy
Province Study
Os
osmium
oz
ounce
Pb
lead
QLD
Queensland
Rb
rubidium
Red Metal
Red Metal Limited
Re
rhenium
RTP
reduced to pole
Se
selenium
SEDEX
Sedimentary Exhalative (mineral system)
SiO2
silica
Sn
tin
Sr
strontium
SRK
SRK Consulting (Australasia) Pty Ltd
t
tonnes
Ta
tantalum
Th
thorium
TMI
total magnetic intensity
U
uranium
Vale
Vale Australia Pty Ltd

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Useful Definitions � Final

Mississippi Valley Type Mineral MVT System Na2O sodium oxide NAC north Australian craton NaCl sodium chloride Nd neodymium

Australasian Code for the Public Reporting VALMIN of Technical Assessments and Valuations of Mineral Assets WA Western Australia wt% weight per cent Zn zinc Zr zircon

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Executive Summary � Final

Executive Summary

This Independent Geologist’s Report (IGR) was commissioned by Astro Resources NL (Astro) to review the geological and mineral systems located within Knox Resources Pty Ltd (Knox’s) tenements in the East Tennant region of the Georgina Basin and the Ranken Project area of the South Nicholson Basin, Northern Territory (NT). The IGR underpins a share sale and purchase agreement to acquire 80% of the project by Astro of Knox from Greenvale Mining Limited (Greenvale). Knox is a wholly owned subsidiary of Greenvale.

It is SRK’s understanding that this IGR will be included in a Notice of Meeting (NoM) informing shareholders of the assets being considered.

Tenure

Knox currently holds 100% ownership of ten (10) granted and three (3) in application Exploration Licences (ELs) cover approximately 4,500 km[2] and extends from Tennant Creek towards Barkly Homestead in the NT and the Queensland (Qld) border. Knox’s tenements, which include a combination of granted Exploration Licences (ELs) and application areas (ELA), are located in two distinct geological areas namely:

East Tennant region of the Georgina Basin which includes EL32281, EL32282, EL32283, EL32964, EL32295, EL32296, EL32820, EL32821, ELA32284, ELA32280, ELA32965 (the East Tennant Project).
Ranken Project area of the South Nicholson Basin including EL32285 and EL32286.

Knox’s tenements in the East Tennant Project are targeting basement rocks considered prospective for iron oxide-copper-gold (IOCG) style mineralisation, with basement in this area unconformably overlain by the Georgina Basin. The tenements of the South Nicholson Basin are located approximately 120 km east of Knox’s East Tennant Project area, targeting sedimentary copper and SEDEX lead-zinc deposits within the undercover western extension of the Mount Isa Province.

Geology and mineralisation setting

The East Tennant Project targets Tennant Creek Style IOCG mineralisation in the Proterozoic basement underlying the Georgina Basin. The basement rocks in this area are largely under explored and poorly defined due to thick successions of the Cambrian cover. Recent work as part of the Exploring for the Future (EFTF) program and Mineral Exploration Co-operative Research Centre’s (MinEx CRC) National Drilling Initiative (NDI) highlighted the region as potentially prospective for Tennant Creek style IOCG mineralised systems. Analysis of multi-proxy and scale geophysical datasets and stratigraphic drilling as part of the NDI suggests that the basement below to the Georgina Basin may be an extension of that seen around Tennant Creek, including the circa 1,850 Ma Warramunga Formation. Ironstones in this formation are considered prospective for Tennant Creek style IOCG systems.

The Ranken Project is hosted within the central west of the Mesoproterozoic South Nicholson Basin. This region is largely obscured by younger Cambrian Georgina Basin and Cenozoic cover sequences and has therefore undergone very limited mineral exploration. Regional deep crustal seismic (2017 and 2019) and stratigraphic drilling (2020) conducted as part of the EFTF program and MinEx CRC has renewed exploration interest in the region with this data providing new

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constraint of the geological setting of this region. From these datasets, the Ranken Project has been interpreted to lie within what has been informally named the Carrara domain of the South Nicholson Basin, representing the western extension of the Mount Isa Province. This newly defined domain consists of thick (>10 km), predominantly metasedimentary packages including of the Roper and Isa, Calvert and Leichhardt super basins, onlapping westward onto an ~1,850 Ma metamorphic domain, potentially related to the Warramunga Province. This region has therefore been interpreted as prospective for copper-gold and lead-zinc-silver mineralisation in line with the western Mount Isa Province and Lawn Hill Platform, with key deposit examples including Century (lead-zinc-silver) and Mt Isa (copper-gold-cobalt).

From the historical data review, it is clear only very limited mineral exploration has been completed within proximity to and overlapping the Project. Historically exploration within the East Tennant region exploration has primarily focussed on Tennant Creek style IOCG mineralisation, phosphate and diamonds. IOCG exploration has primarily focussed on geophysical methods (e.g., magnetic and gravity) to detect potential host ironstones units below the Cambrian Georgina Basin cover with several companies competing surveys in the region. Very few targets reached drill stage with most companies moving on from lease holdings prior to drill testing.

To the east within the South Nicholson Basin, the extensive Georgina Basin cover has similarly resulted in limited mineral exploration within the region. Exploration has primarily focused on phosphate with only limited diamond and base metal exploration completed. Limited shallow drilling was completed by Minotaur Exploration Limited, however, the prospective Proterozoic rocks were not intercepted and remain untested.

This highlights that both regions are largely under explored and their full exploration and mineral economic potential has yet to be realised.

In 2021, Knox has completed two diamond drill holes at their Twin Peaks prospect located in EL32296 and EL32282. Drilling targeted two coincident ‘bulls-eye’ magnetic bodies (Twin Peaks East and West) with slightly offset gravity features forming between two major east–west trending shear structures. Drill holes (KNRDD002 and KNRDD004) terminated at 796.6 m and 904.39 m depth respectively intercepting a sequence of fine-grained altered alkali basaltic volcanics, auto-breccias and hyaloclastites with lesser sandstone conglomerates. Assay results identified anomalous values for copper, gold and bismuth. Best results were returned from KNRDD002 with 1 m at 0.359 ppm gold at 785 m depth, copper of 0.19%, 0.16% and 0.2% at 669 m, 709 m and 712 m respectively, bismuth of 3.69 ppm at 764 m. Despite the presence of encouraging alteration and geochemistry, the IOCG host rock potential of these basalts is uncertain and no immediate follow up drilling is planned.

In June 2022, the next phase of diamond drilling commenced at the newly identified Banks prospect (KNXBA001RDD) area within EL32295 as discrete magnetic features with coincident gravity highs occurring between NDI holes NDIBK05 and NDIBK10. KNXBA001RDD had reached a target depth of 550 m during SRK’s site visit. Early geological interpretations suggested the hole intersected Georgina Basin limestone and Helen Springs Volcanics above a depth of 267.3 m and Palaeoproterozoic basement meta-sedimentary rocks through the end of the hole. Basement rocks intersected included micaceous meta-sedimentary rocks, folded, foliated and brecciated with variable hematite alteration and minor sulphides. Other alteration recorded in the preliminary logging includes sericite, K-feldspar, chlorite, which have been observed in association of IOCG systems.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Executive Summary � Final

The second hole of the program at Leichardt West was also completed in late June 2022, after SRK’s site visit. KNXLW001RDD was drilled to a total depth of 600.8 m. Knox geologists reported intersecting Georgina Basin limestone and Helen Springs Volcanics to 271.6 m downhole and Palaeoproterozoic basement metasedimentary rocks through to the end-of the hole. Interpreted basement was variably hematite-chlorite altered interbedded siltstone and sandstone with common brittle deformation and brecciation. The drill rig was demobilised from site following the completion of the two initial holes. One planned drill hole at the Leichardt East target remains to be drilled and will be prioritised upon completion of the 80% divestment of Knox to Astro Resources NL.

To advance the current development status of its Mineral Assets, Knox has proposed a 2-year staged exploration program and budget, which will be conducted in conjunction with Astro upon completion of the proposed acquisition. The primary focus will be the East Tennant Project areas, where a drilling program has already commenced to the test the immediate target areas. Additional structural mapping and assay sampling, coupled with biogeochemistry and geophysics surveys will also be undertaken. If the results are positive, key areas will be drill tested to ascertain the nature of the mineralisation along strike and at depth.

In the Ranken Project area of the South Nicholson Basin, the exploration potential will be evaluated by initially undertaking a high-resolution gravity and passive seismic survey followed by data compilation and interpretation, ground truthing and target refining.

Use of funds – technical budget

The budgeted exploration expenditure is approximately A$1.93M over the next 2 years (Table ES1). Within the context of the previously completed exploration and associated results, SRK has reviewed the budget and the details of the exploration program and considers the program is reasonable and based on sound geological concepts.

Table ES-1: Summary of the Knox proposed 2-year exploration budget (A$)

	Year 1	Year 2	Total
Geophysical Surveys	130,000		130,000
Drilling, Sampling, Assays	575,000	285,000	860,000
Geochemical Surveys	25,000	65,000	90,000
Desktop reviews, interpretation, modelling	60,000	60,000	120,000
Exploration management, wages, costs	365,000	365,000	730,000
Total	1,155,000	775,000	1,930,000

Source: Knox

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Introduction � Final

1 Introduction

SRK was engaged by Astro to undertake an IGR on Knox’s tenements located in the East Tennant region of the Georgina Basin and the South Nicholson Basin of the Northern Territory in accordance with the Australian Securities Exchange (ASX) Listing Rules and the Australian Securities and Investment Commission (ASIC) Regulatory Guides. This IGR underpins a proposed acquisition of 80% of the project by Astro from Greenvale.

Knox is a wholly owned subsidiary of Greenvale, which currently holds 100% ownership in ten (10) granted exploration licences (ELs) and three (3) Exploration Licences application (ELAs), covering some 4,500 km[2] , between the historical IOCG provinces of Tennant Creek and Mount Isa (Figure 1.1).

Figure 1.1: Map showing Knox tenements in the East Tennant region, NT

==> picture [410 x 291] intentionally omitted <==

Sources: SRK

Notes: Black outlines showing the ELs, red outlines showing the ELAs. Also shown are NDI drill hole collar locations.

Knox has to date been primarily targeting mineralisation hosted in Proterozoic Tennant Creek basement geology sequences underlying the Georgina Basin, with a focus on IOCG-style mineralisation in Warramunga Province and equivalent sequences. As part of this initial focus, in 2021, SRK completed a prospectivity study focusing on seven ELs within the East Tennant region (SRK, 2021).

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The remaining two licence areas defined as the Ranken Project (EL32285 and EL32286). These licences were interpreted to occur within the western extension of the Mount Isa province underlying the South Nicholson Basin within what has recently been defined and informally named as the Carrara domain. The Ranken Project was reviewed as part of a prospectivity analysis by SRK in March 2022 (SRK, 2022) and is considered prospective for IOCG systems and sediment-hosted copper and/or zinc in Paleo-Mesoproterozoic basin successions.

SRK understands this IGR is to be included in the Company’s NoM regarding its intended acquisition of an 80% stake in Knox.

This IGR presents the following key technical information as at the Effective Date:

an overview of the geological settings of the Project and sub projects and associated mineralisation
outline of historical and recent exploration activities undertaken by Knox and previous owners
a review of the exploration potential of each sub-project
SRK’s opinion on proposed exploration program and associated budget.

This IGR is intended to properly inform readers of Astro’s NoM of the status and exploration potential of the Project and to provide commentary on the Company’s proposed future activities.

For the purpose of this Report, the sub-projects and associated tenure are classified as an Early-Stage Exploration Project in accordance with the categories outlined in the VALMIN Code (2015), namely:

Early-Stage Exploration Projects – Tenure holdings where mineralisation may or may not have been identified, but where Mineral Resources have not been identified.
Advanced Exploration Projects – Tenure holdings where considerable exploration has been undertaken and specific targets have been identified that warrant further detailed evaluation, usually by drill testing, trenching or some other form of detailed geological sampling. A Mineral Resource estimate may or may not have been made, but sufficient work will have been undertaken on at least one prospect to provide both a good understanding of the type of mineralisation present and encouragement that further work will elevate one or more of the prospects to the Mineral Resources category.
Pre-development Projects – Tenure holdings where Mineral Resources have been identified and their extent estimated (possibly incompletely), but where a decision to proceed with development has not been made. Properties at the early assessment stage, properties for which a decision has been made not to proceed with development, properties on care and maintenance and properties held on retention titles are included in this category if Mineral Resources have been identified, even if no further work is being undertaken.
Development Projects – Tenure holdings for which a decision has been made to proceed with construction or production or both, but which are not yet commissioned or operating at design levels. The economic viability of Development Projects will be proven by at least a pre-feasibility study (PFS).
Production Projects – Tenure holdings – particularly mines, wellfields and processing plants – that have been commissioned and are in production.

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1.1 Reporting standard

This IGR has been prepared to the standard of, and is considered by SRK to be, a Technical Assessment Report under the guidelines of the 2015 edition of the Australasian Code for the Public Reporting of Technical Assessments and Valuations of Mineral Assets (VALMIN Code [2015]).

The VALMIN Code incorporates the 2012 edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia {JORC Code [2012]).

1.2 Reliance

SRK is responsible for this IGR and for all the technical information that has been directly extracted from the IGR and reported in the NoM to be released by the Company in connection with the proposed acquisition and to be dated around the same date as the IGR.

SRK declares that it has taken all reasonable care to ensure that the information contained in the IGR and included in the NoM is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

SRK confirms that the presentation of information contained elsewhere in the NoM, which relates to information in the IGR is accurate, balanced and consistent with the IGR.

SRK considers that its opinion must be considered as a whole and that selecting portions of the analysis or factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the opinions presented in this IGR. The preparation of an IGR is a complex process and does not lend itself to partial analysis or summary.

SRK has no obligation or undertaking to advise any person of any development in relation to the mineral assets, which comes to its attention after the date of this IGR or to review, revise or update the IGR or opinion in respect of any such development occurring after the date of this IGR.

1.3 Work program

SRK’s work program commenced in June 2022, with a technical assessment of publicly available data, reports and other information sourced from subscription databases. A review and assessment of all material technical reports and supporting documentation prepared by and/or on behalf of Astro was then undertaken to determine its reasonableness for use. Further to this review and assessment, the Report was prepared by SRK.

1.4 Legal matters

SRK has not been engaged to comment on any legal matters. SRK notes that it is not qualified to make legal representations as to the ownership and legal standing of the tenements that are the subject of this Report. SRK has not attempted to confirm the legal status of the tenements, local heritage or potential environmental or land access restrictions.

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SRK’s understanding of the current tenure position was prepared by Australian Mining and Exploration Title Services (AMETS) and is set out in Section 3.3 of this Report.

This Report concerns a technical assessment and is not financial product advice and, in preparing this Report, SRK is operating under an Australian Financial Services Licence.

1.5 Base technical information, effective date and publication date

The base technical information date, and the Effective Date of the IGR, is 31 July 2022 (the Effective Date). The technical information contained in this IGR has been prepared as at the Effective Date.

SRK is not aware that any material change has occurred since the Effective Date. Among others, this includes material changes to the technical information as reported in this IGR.

1.6 Verification and validation

This IGR is dependent on technical, financial and legal inputs. In respect of the technical information as provided by the Company and taken in good faith by SRK, and other than where expressly stated, any figures presented have not been independently verified by means of re-calculation. SRK has, however, conducted a review and assessment of all material technical issues likely to influence the technical information included in this IGR, which included the following:

an examination of the historical data made available by the Company in respect of the Project
enquiry of key project, technical, head office personnel and consultants of the Company in respect of the Mineral Assets and other related matters
an examination, review and, where appropriate, identification of the key technical risks and opportunities as they relate to the technical information reported herein.

Accordingly, the Company has provided technical data (geological information, assay information, exploration programs, etc.) to SRK for the purpose of this review and inclusion in the IGR. SRK confirms that it has performed all necessary validation and verification procedures deemed necessary and/or appropriate by SRK to place an appropriate level of reliance on such technical information.

1.7 Statement of independence

Neither SRK, nor any of its personnel involved in the preparation of this report have:

any material present or contingent interest in Astro, Knox/Greenvale or any of the properties or mineral assets described herein; or
any association with Astro, or related parties, which may lead to bias.

SRK warrants that its team of consultants is competent to prepare the IGR as requested by the Company, and to the best of SRK’s knowledge and belief, having made reasonable enquiries, SRK has no conflicts, real or perceived, capable of preventing SRK from performing the requested services.

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SRK has no beneficial interest in the outcome of this technical assessment capable of affecting its independence.

1.8 Indemnities provided by the Company

Astro has warranted in writing to SRK that full disclosure has been made of all material information and that, to the best of its knowledge and understanding, such information is complete, accurate and true.

As recommended by the VALMIN Code (2015), Astro has provided SRK with an indemnity under which SRK is to be compensated for any liability and/or any additional work or expenditure resulting from any additional work required:

which results from SRK's reliance on information provided by Astro or from Astro not providing material information; or
which relates to any consequential extension workload through queries, questions or public hearings arising from this IGR.

1.9 Qualifications of consultants and Competent Persons

This IGR has been prepared based on a technical review by a team of consultants sourced from SRK’s offices in Australia. These consultants have extensive experience in the mining and metals sector and are members in good standing of appropriate professional institutions are set out below and in Table 1.1. The consultants comprise specialists in the fields of geology, resource estimation and project evaluation (herein after the Technical Disciplines).

Alex Tunnadine, MRes (Geology), MAusIMM, MSEG – Senior Consultant

Alex Tunnadine has over 8 years’ experience in the mining and exploration industry across smalland large-scale operations. He has extensive experience in IOCG deposits as well as experience in porphyry copper, gold, metallurgical coal and unconventional petroleum. Alex has experience in geological mapping both underground and on surface as well as multi-scale 3D modelling. Alex’s interests lie in the integration of structural geology, geophysical interpretation and geochemical analysis to drive robust exploration and mining strategies. Alex also has experience of managing high performing teams of 20+, providing training and upskilling as well as teaching undergraduate and master’s level degree courses in field mapping, structural geology, sedimentology and marine geoscience.

Ben Jupp, BSc Hons (Geology) – Senior Consultant

Ben Jupp has over 17 years’ experience specialising in geology and 3D geological modelling. He has worked in several commodities within Australia and internationally, including iron ore, nickel, gold, copper, lead-zinc and mineral sands. His experience is varied and includes multi-scale mineral and oil and gas prospectivity studies, mineral targeting studies, structural mapping in Africa and Australia and 3D geological modelling at both deposit and regional scales. Ben has strong technical knowledge inclusive of structural geology, geophysical analysis, seismic interpretation, structural mapping, geochemistry, GIS and geophysical modelling. Ben has expertise in several 3D modelling software packages, including GOCAD-SKUA and Leapfrog.

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Carl D’Silva, BSc (Applied Geology) Hons, MAusIMM, MAAPG, MPESA – Principal Consultant

Carl D’Silva is an experienced geoscientist, having operated in a variety of roles including consultant, project manager, exploration and geology manager over more than 20 years. His career includes production, development and exploration roles across a number of sedimentary basins in Australia, Southeast Asia, India and more recently, Africa. As a consultant, he specialises in asset valuations for Independent Specialist Technical Reports as part of equity transactions and in support of project finance. His qualifications and experience meet the requirements to act as a Competent Person to report Coal Resources under the JORC Code and assess deposit valuations under the VALMIN Code. He is qualified to report oil and gas reserves and undertake coal seam gas and shale assessments under PRMS and to provide valuations.

Chris Woodfull, MSc, MAIG, MAusIMM, MAICD – Corporate Consultant

Chris Woodfull is a geologist with 30 years combined experience in exploration, mining geology and environmental management. Since joining SRK in 2001, Chris has worked on numerous explorations targeting/ assessment and structural geological risk studies for minerals (mainly gold, copper, base metals) as well as coal exploration and mining companies. He is an experienced consultant and project manager in a range of areas including geological risk, exploration, independent technical reviews and valuations. In recent years, Chris has managed or directed a major base and precious metals exploration program, copper-gold and base metals exploration programs, a large early exploration unconventional petroleum study and related exploration field programs in Australia as well as led or provided technical review input in copper-gold and gold prospectivity studies in northern Australia, Chile and Mongolia. His extensive gold experience includes Archaean greenstones (in Australia and east Africa), the eastern Australian Palaeozoic arc/ fold belts as well as studies in Mongolia, PNG, Indonesia and Chile. He completed a 5-year term as Managing Director of SRK Consulting (Australasia) from 2014 to 2019 and is currently Chairman of SRK Consulting (Asia) Ltd.

Table 1.1: Responsibilities of SRK specialists and key contributors

Specialist	Position/Company	Responsibility	Independent	Site	Professional
			of Astro	inspection	designation
Alex	Senior Consultant	Review of the	Yes	Yes	MRes,
Tunnadine	(Geology)/ SRK Consulting (Australasia)PtyLtd	sub-projects and overall IGR compilation		(21–24 June 2022)	MAusIMM, MSEG
Ben	Senior Consultant	Review of	Yes	None	BSc (Hons),
Jupp	(Geology)/	sub-projects			MAIG
	SRK Consulting
	(Australasia) Pty Ltd
Carl	Principal Consultant	Report writing	Yes	Yes	BSc (Hons),
D’Silva	(Geology)/ SRK Consulting (Australasia) Pty Ltd	and Project Management		(21–24 June 2022)	MAusIMM MAAPG, MPESA
Chris	Corporate Consultant	Peer review	Yes	None	MSc, MAIG,
Woodfull	(Geology)/				MAusIMM,
	SRK Consulting				MAICD
	(Australasia) Pty Ltd

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The information in this IGR that relates to Technical Assessment of Mineral Assets reflects information compiled and conclusions derived by Mr Alex Tunnadine, who is a Member of AusIMM. Mr Tunnadine is not an employee of Astro. Mr Tunnadine has sufficient experience relevant to the Technical Assessment of the Mineral Assets under consideration and to the activity which they are undertaking to qualify as Competent Persons as defined in the JORC Code (2012) and as Specialist Practitioners as defined in the VALMIN Code (2015). Mr Tunnadine consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

1.10 Limitation, reliance on information, declaration, consent and remarks

1.10.1 Limitations

The technical information presented herein relies on assumptions regarding certain forward-looking statements. These forward-looking statements are estimates and involve a number of risks and uncertainties that could cause actual results to differ materially. Any projections as presented and discussed herein have been proposed by Astro’s management and cannot be assured; they are necessarily based on economic assumptions, many of which are beyond the control of the Company. Unless otherwise stated, the opinions and conclusions expressed in this IGR are those of SRK.

1.10.2 Reliance on information

SRK has relied on the accuracy and completeness of technical, financial and legal information and data furnished by or through the Company.

As far as SRK has been able to ascertain, the information provided by the Company is complete and not incorrect, misleading or irrelevant in any material aspect. The Company has confirmed in writing to SRK that full disclosure has been made of all material information and that to the best of its knowledge and understanding, the information provided by the Company was complete, accurate, true and correct in all material aspects. SRK has no reason to believe that any material facts have been withheld. While SRK has exercised all due care in reviewing the supplied information, SRK does not accept responsibility for finding any errors or omissions contained therein and disclaims liability for any consequences of such errors or omissions.

SRK’s assessment of exploration results for the Mineral Assets is based on information provided by the Company throughout the course of SRK’s investigations, which in turn reflect various technical and economic conditions prevailing at the date of this report. These conditions can change significantly over relatively short periods of time. Should these change materially the assumptions could be materially different in these changed circumstances.

This IGR specifically excludes all aspects of legal issues, marketing, commercial and financing matters, insurance, land titles and usage agreements, and any other agreements and/or contracts the Company may have entered into.

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This IGR may include technical information, which requires subsequent calculations to derive subtotals, totals and weighted averages. Such calculations may involve a degree of rounding and consequently introduce an error. Where such errors occur, SRK does not consider them to be material.

Technical reliance

SRK places reliance on the Company and its technical representatives that all technical information provided to SRK as at the Effective Date is accurate.

Financial reliance

In considering all financial aspects relating to Knox’s Mineral Assets, SRK has placed reliance on the Company that the following information is appropriate as at the Effective Date (defined above):

operating expenditures as included in the Company’s development strategy and exploration programs
capital expenditures as included in the Company’s development strategy and exploration programs
all statutory and regulatory payments as may be necessary to execute the Company’s development strategy and exploration programs.

The financial information referred to above has been prepared under the direction of Matthew Healy, Chief Executive Officer of Knox on behalf of the Board of Directors of the Company.

Legal reliance

In consideration of all legal aspects relating to Knox’s Mineral Assets, SRK has placed reliance on the representations of the Company, are correct as of the Effective Date (defined above) and remain correct until the Publication Date:

Save as disclosed in the NoM, the Company Directors are not aware of any legal proceedings that may have any influence on the rights to explore, develop and mine the minerals present within and associated with the Company’s Mineral Assets.
The legal owners of all mineral and surface rights have been verified.
Save as expressly mentioned in the Risk Factors of the Notice and the main body of the Prospectus, no significant legal issue exists which would affect the likely viability of the exploration and production licences as reported herein.

The corporate legal representatives of the Company are Addisons Lawyers.

1.10.3 Declaration

SRK will receive a fee of approximately A$43,600 for the preparation of this IGR in accordance with normal professional consulting practices. This fee is not dependent on the findings of this IGR and SRK will receive no other benefit for the preparation of this IGR. Neither SRK nor any of the authors have any pecuniary or other interests that could reasonably be regarded as capable of

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affecting its ability to provide an unbiased opinion in relation to the mineral assets opined on by SRK and reported herein.

Neither SRK nor the Competent Persons (as identified above) or SRK consultants who are responsible for authoring this IGR, nor any Directors of SRK has at the date of this Report, nor have had within the previous 2 years, any shareholding in the Company, the Mineral Assets, or any other economic or beneficial interest (present or contingent) in any of the assets being reported on. SRK is not a group, holding or associated company of the Company. None of SRK’s partners or officers are officers or proposed officers of any group, holding or associated company of the Company.

Further, no Competent Person or SRK consultants involved in the preparation of this IGR is an officer, employee or proposed officer of the Company or any group, holding or associated company of the Company. Consequently, SRK, the Competent Persons and SRK consultants and the Directors of SRK consider themselves to be independent of the Company, its directors, and senior management.

In this IGR, SRK provides assurances to the Board of Directors of the Company, in compliance with the Reporting Standard that the exploration potential of the Mineral Assets as provided to SRK by the Company and reviewed and, where appropriate, modified by SRK are reasonable, given the information currently available.

1.10.4 Competent person and practitioner consent

Mr Alex Tunnadine, as the nominated Competent Person taking responsibility for this IGR, consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

SRK consents to this Report being included, in full, in Astro’s NoM in the form and context in which the technical assessment is provided. SRK provides this consent on the basis that the technical assessment expressed in the Executive Summary and in the individual sections of this Report is considered with, and not independently of, the information set out in the complete report. SRK does not consent to this report being used for any other purpose.

1.11 Remarks

All monetary figures used in this report are expressed in Australian dollar (A$) terms, unless otherwise stated.

Certain units of measurements, abbreviations and technical terms are defined in the glossary of this IGR. Unless otherwise explicitly stated, all quantitative data as reported in this IGR are reported on a 100 per cent basis.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Company overviews � Final

2 Company overviews

2.1 Overview of Astro Resources NL

Astro is an Australian public company, limited by shares, listed on the ASX which focuses on delivering shareholder value through the exploration for, and development of gold, heavy minerals and diamonds in several strategically located project areas through Brazil, USA and Australia.

Astro on 1 June 2022 announced to the ASX that it had plans to acquire an 80% stake of Knox, a wholly owned subsidiary of Greenvale. The projects reviewed in this IGR are 100% owned by Knox and are considered to be prospective for IOCG and/or copper-gold and lead-zinc-silver mineralisation deposits.

2.2 Overview of Knox Resources Pty Ltd

Knox is a wholly owned subsidiary of Greenvale. Greenvale is a publicly listed company limited by shares, listed on the ASX.

Knox owns 100% of the East Tennant and Ranken projects, which are a package of 13 exploration licences, ten (10) granted and three (3) under application. The tenement package spans some 4,500 km[2 ] between Tennant Creek, NT and Mount Isa, Queensland.

2.3 Exploration strategy

Astro’s exploration strategy for the Project as presented to SRK is summarised as follows:

Strategically further evaluate the East Tennant Project by the drilling of three diamond drill holes at the Leichardt West, Leichardt East and Banks prospects to assess the prospectivity for IOCG style mineralisation in the basement of EL32295, where the targets are well supported by gravity and magnetic anomalies.
Compile detailed sample assay work for the core samples and include pXRF, magnetic susceptibility, downhole geophysics etc.
Integrate structural data with high resolution geophysics into 3D models to support ongoing exploration activities
Conduct local, high resolution gravity survey and a passive seismic survey over targets in the Ranken Project (EL32285 and EL32286) as part of the successful Round 15 co-funded Geophysics and Drilling Program, Northern Territory Geological Survey (NTGS) Grant.
Conduct significant geochemical sampling programs (hydrogeochemical and biogeochemical focused) across both East Tennant and Ranken projects.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Project setting � Final

3 Project setting

3.1 Location and infrastructure

The township of Tennant Creek is 505 km north of Alice Springs along the Stuart Highway, a major highway that links both Adelaide and Darwin. The Barkly Highway is the other major road link to Tennant Creek, running roughly east to west and linking to Mt Isa, Queensland located approximately 660 km to the east. The two largest industries in Tennant Creek and the surrounding Barkly region are mining and cattle production with the Tennant Creek region previously being Australia’s third-largest gold producer.

The main population centre for the project area is Tennant Creek. Tennant Creek has one airport, which can accommodate most commuter aircraft and has regular services connecting with Darwin, Alice Springs and Katherine. However, the tenements are located on sparsely populated, grazing land.

Knox’s East Tennant leases are located within workable distances from both the Tennant Creek township (<50 km) and the Barkly Highway with several tracks linking the leases to the town and the highway (Figure 3.1). The Barkly Homestead is located immediately north of EL32295 and provides easy access to accommodation, fuel and supplies as well as a helicopter port and private airstrip.

Figure 3.1: Location and access to East Tennant Tenements

==> picture [399 x 284] intentionally omitted <==

Source: SRK (2022)

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The Ranken Project (EL32285 and EL32286) lies 75 km along a minor road from the Barkly Highway (Figure 3.1). The closest township to these tenements is Camooweal, Queensland, approximately 170 km east via the Barkly Highway.

3.2 Physiography and climate

The Tennant Creek area lies to the east of the Barkly Tableland, a large region which covers over 283,648 km[2] extending across eastern Northern Territory and western Queensland. The region consists primarily of flat, sandy semi-desert and black soil plains with isolated ridges and low dissected hills.

The climate within the Barkly regions is arid, tropical with rainfall ranging from 250–350 mm. Most rainfall occurs in the summer between October and March. Summer temperatures range from minimums of 23–27°C and maximums ranging from 36–39°C.

Winters are short with temperatures ranging from lows of 8–11°C up to maximums ranging from 23–27°C.

3.3 Ownership and tenure

Knox is a wholly owned subsidiary of Greenvale. Greenvale is a publicly listed company limited by shares, listed on the ASX. Knox owns 100% of the East Tennant and Ranken projects, which is a package of 13 exploration licences, 10 granted, 3 pending (Table 3.1). The tenement package spans some 4,500 km[2 ] between the historical IOCG provinces of Tennant Creek and Mount Isa, Queensland.

SRK notes that EL32281, EL32282, EL32283, EL32285, EL32286, EL32295, EL32296, EL32820, EL32821, EL32964 are held on pastoral land with no native title over the licences.

The three application leases EL32280, EL32284 and EL32965 are located on aboriginal freehold land and discussions with the traditional owners are ongoing. Further details in relation to the Company’s mineral tenure is presented in the AMETS report included separately within the NoM.

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Table 3.1: Knox Resources Exploration Licences Granted and in Application status

Title	Basin	Status	Grant	Expiry	Area	Annual	Annual
			date	date	(Blocks)	Rent	expenditure
						(A$)	commitments
							(A$)
EL32281	Georgina	Grant	23/09/2020	22/09/2026	16	1,565	9,400
EL32282	Georgina	Grant	23/09/2020	22/09/2026	250	19,817	27,000
EL32283	Georgina	Grant	23/09/2020	22/09/2026	128	10,301	16,000
EL32285	South Nicholson	Grant	23/09/2020	22/09/2026	225	17,867	26,500
EL32286	South Nicholson	Grant	23/09/2020	22/09/2026	208	16,541	24,000
EL32295	Georgina	Grant	23/09/2020	22/09/2026	140	11,237	22,500
EL32296	Georgina	Grant	23/09/2020	22/09/2026	35	3,047	9,400
EL32820	Georgina	Grant	16/06/2022	15/06/2028	4	473	6,900
EL32964	Georgina	Grant	30/05/2022	29/05/2028	1	356	9,000
EL32821	Georgina	Grant	21/06/2022	20/06/2028	2	395	3,500
EL32280	Georgina	Applicatio	-	-	208
		n
EL32284	Georgina	Applicatio	-	-	238
		n
EL32965	Georgina	Applicatio	-	-	12
		n
			TOTAL		1,467	81,599	154,200

Source: AMETS

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4 Geology and mineralisation

4.1 Regional geology

Knox holds significant tenure (10 ELs and 3 ELAs) within the East Tennant and Ranken projects, which are located across two prospective Proterozoic regions underlying the regionally extensive Georgian Basin. The East Tennant Project is located within the recently defined undercover eastern extension of Tennant Creek (East Tennant Region) and the Ranken Project lies within the undercover extension of the Mount Isa Province below the South Nicholson Basin to the east (Figure 4.1).

Both Tennant Creek and Mount Isa provinces are highly prospective regions for base and precious metals with several major to world class mineral deposits occurring within the Proterozoic rocks of these regions. However, very little has been known about the geology or mineral potential of the area between these mineral-rich regions where Knox currently holds its exploration leases, largely driven by the extensive overlying Phanerozoic cover obscuring the prospective Proterozoic rocks. Geoscience Australia (GA) and the NTGS and the MinEx CRC have recently investigated the region between Tennant Creek and Mt. Isa as part of the EFTF program (Cross et al., 2020; Schofield et al., 2020; Skirrow et al., 2020; Stewart et al., 2020). These studies have highlighted undercover areas of interest in under-explored regions extending between exposed Tennant Creek and Mt Isa regions. Of particular interest were the East Tennant and South Nicholson Basin regions, with interpreted moderate to high prospectivity and limited past mineral exploration (Schofield et al., 2020).

Figure 4.1: Regional geological provinces surrounding Knox’s exploration leases

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Source: SRK (2022)

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Recent drilling results from the National Drilling Initiative (NDI) completed by MinEx CRC, geophysical interpretations from Clark et al. (2021) and geochronological data from Cross et al. (2020) have resulted in the East Tennant region being interpreted as an undercover extension of the Warramunga Province (Tennant Creek region). This region has therefore been identified to be prospective for ironstone hosted gold-copper-bismuth (Au-Cu-Bi) mineralisation similar to that observed within the Tennant Creek mineral field, which has been mined since the 1930’s. The Tennant Creek gold-copper-bismuth (Au-Cu-Bi) deposits have been broadly classified as IOCG style deposits, referred to as Tennant Creek style IOCGs. The NDI drilling, which consisted of 10 drill holes, has confirmed the presence of low-to-high grade, deformed metasedimentary rocks, which show lithological similarities to the Warramunga Formation the key host rock of the Tennant Creek IOCG deposits. These metasedimentary rocks were intersected in seven of holes (NDIBK01–04, NDIBK06, NDIBK08, and NDIBK10) indicating a potential widespread distribution of these prospective rocks undercover (Figure 4.2; Figure 4.3). In addition, and of particular note, NDIBK04 intercepted 250 m of deformed Warramunga Formation equivalents targeting a coincident magnetic, gravity and conductivity anomaly adjacent to a major shear zone. Clarke et al. (2021) highlights: “This drill hole intersected anomalous copper, lead and zinc mineralisation, skarn-like alteration in carbonates, and pyrrhotite, pyrite and arsenopyrite veins,” highlighting this region’s exploration potential (Figure 4.3).

Figure 4.2: Location of NDI drill holes surrounding Knox’s exploration leases

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Source: after Clark et al. (2021) Notes: image background of total magnetic intensity reduced to pole

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Figure 4.3: Basement Geology and Alteration in NDI drill core from the East Tennant region

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Source: Clark et al. (2021)

Notes: (a ) Folded metasedimentary rocks in NDIBK02.

(b) Megacrystic granodiorite in NDIBK05.

(d) Pyrite, chalcopyrite and arsenopyrite veins in NDIBK04.

Unlike the East Tennant Project, the Ranken Project to the east is hosted within the central west of the Mesoproterozoic South Nicholson Basin. As with the East Tennant, this region is largely obscured by Cambrian Georgina Basin and Cenozoic cover sequences and has therefore undergone very limited mineral exploration. Recent regional deep crustal seismic (2017 and 2019) and stratigraphic drilling (2020) conducted as part of the EFTF program and MinEx CRC has renewed exploration interest in this region with this data providing new constraints on the geological nature of this region. From these datasets, the Ranken Project has been interpreted to lie within what has been informally named the Carrara domain and represent the western extension of the Mount Isa Province (SRK, 2022). This newly defined domain consists of thick (>10 km), predominantly metasedimentary packages including of the Roper and Isa, Calvert and Leichhardt

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superbasins, onlapping westward onto an ~1,850 Ma metamorphic domain (contemporaneous with the Warramunga Formation). The Ranken Project has therefore been interpreted as prospective for copper-gold and lead-zinc-silver mineralisation in line with the western Mount Isa Province and Lawn Hill Platform, with key deposit examples including Century (lead-zinc-silver) and Mt Isa (copper-gold-cobalt). The underlying ~1,850 Ma metamorphic domain is potentially prospective for further IOCG style mineralisation.

4.2 Potential mineralisation styles

4.2.1 Iron oxide copper gold mineralisation – Tennant Creek region

The East Tennant project is considered prospective for Tennant Creek style IOCG mineralisation (Figure 4.4). The deposits of the Tennant Creek district occur as polymetallic (gold-copper-bismuth) selective partial replacements of small metasomatic ironstones (magnetite-hematite), hosted within the clastic metasedimentary rocks of the Warramunga Formation (Partington and Williams, 1999).

The Tennant Creek gold-copper-bismuth deposits have been broadly classified as IOCG style deposits, referred to as Tennant Creek style IOCGs. There are several key commonalities noted within these deposits, most notably the close association with ironstones within the Warramunga Formation. Importantly though, not all ironstones are mineralised. Alteration patterns are typically similar across the deposits and associated with pipe-like, chlorite-rich alteration zones above and below the deposits. This alteration is commonly accompanied by carbonate and talc with locally present muscovite and variable quartz (Huston et al., 2020).

Despite these similarities, several variations in metal contents as well as mineralogy are noted within the deposits across the Tennant Creek mineral field. Huston et al. (2020) defines four deposit types based on these variances and key deposits, these differences are noted from:

Juno type: pyritic, mineralogically and chemically well-zoned, gold-rich deposits with minor copper and lead but locally high bismuth and selenium (Se).
Peko type: pyrrhotite rich, poorly zoned or unzoned, copper-rich deposits with moderate gold and minor bismuth.
Gecko type: pyrite and hematite rich, copper-rich deposits with low gold.
Eldorado type: shear hosted quartz vein systems, pyrite and hematite-rich, copper deposits with variable gold. Notably these deposits are not hosted by massive ironstones and may reflect later stage remobilisation of primary gold-copper-bismuth mineralisation.

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Figure 4.4: Simplified 1:250,000 Tennant Creek geology with deposits and mineral occurrences

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Source: Houston et al., 2020

The genetic model for Tennant Creek style IOCGs interprets two stages. Stage 1 consisting of an early, syn-kinematic oxide stage at which time the ironstones formed, consisting of massive magnetite ± hematite ± quartz ±chlorite ironstone. Stage 2 is interpreted as a syn- to post kinematic sulfide stage during which ore and sulfide assemblages overprinted pre-existing ironstones (Donnellan et al., 1999) (Figure 4.5). Ore minerals deposit as infill in fractures and replacements in the ironstone with mineralisation accompanied by magnesium-rich and iron-rich chlorite and muscovite alteration.

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Figure 4.5: Oxide stage (A) and sulfide stage (B) of Tennant Creek IOCG deposit formation

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Source: Donnellan et al. (1999)

Dating of the mineralising event(s) at Tennant Creek has varied in the literature over time, with Donnellan et al. (1999) initially dating mineralisation at the Peko, Argo, Nobles Nob and Juno deposits between 1,830–1,825 Ma (Donnellan et al., 1999). Fraser (2008) superseded these estimates, suggesting an age of 1,850–1,845 Ma, this date coincides with the emplacement of the Tennant Creek Supersuite. A later stage of mineralisation was also noted by Houston et al. (2020) for the Gecko-Eldorado shear-hosted deposit types. These deposits are not associated with ironstones and have been dated to around 1,660 Ma (Houston et al., 2020). This date suggests a broader potential for shear related deposits beyond the ironstone related deposits of the Warramunga Formation.

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4.2.2 Sedimentary exhalative (SEDEX) style mineralisation – Mt Isa, Lawn Hill region

The Ranken Project is interpreted to lie within a western extension of the Isa Superbasin, which underlies the South Nicholson and Georgina Basins. The Isa Superbasin sequences within the Ranken Project and surrounding region are interpreted to be prospective hosts for stratiform, strata bound and discordant zinc-lead-silver mineralisation as well as sediment hosted copper (Cu±Co±Au) consistent with the deposits observed within the Western Fold Belt of the Mount Isa Province and Lawn Hill Platform.

The NW Queensland region to the east of the Ranken Project is significantly endowed with numerous deposits and occurrences of a range of types and ranks as one of the world’s most prolific copper and zinc-lead-silver provinces. The most notable examples include the Century Mine (Zn-Pb-Ag) within the Lawn Hill Platform, McArthur River (Zn-Pb-Ag) in the MacArthur Basin (NT) and the Mount Isa Copper Mine (Cu-Co-Au) within the Western Fold Belt (Figure 4.6).

Continuity of these mineral systems into the NT is interpreted as likely. However, no deposits have been discovered to date within this region owing to the extensive overlying cover and with only limited exploration conducted. This is illustrated by the clear absence of mineral occurrences across the undercover South Nicholson Basin region, juxtaposed against the extensive mineral occurrences and deposits within the surrounding exposed/sub-cropping regions in Lawn Hill, Mount Isa to the north and east and Tennant Creek to the west (Figure 4.6). Recent work completed by GA, NTGS and Min Ex CRC have highlighted the mineral potential of the region and has renewed interest within the basin with numerous junior and major explorers now active within the region.

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Figure 4.6: Northwest Queensland and east Northern Territory region illustrating mineral occurrences and deposits

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----- Start of picture text -----

Source: SRK
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Note: Interpreted fault architecture surrounding Knox tenements are illustrated in blue

SEDEX style mineralisation is the primary target of exploration at Ranken. SEDEX deposits are stratiform accumulations of sulphide minerals that precipitated on the seafloor, proximal to hydrothermal vents (commonly referred to as black smokers). SEDEX mineralisation is often interlayered amongst shales, siltstones and marine turbidites, typical deeper marine facies, beyond the influence of waves. SEDEX deposits are base metal dominated with major lead (Pb), zinc (Zn), and silver (Ag) and minor gold (Au). They account for approximately 50% of global Zn and Pb (Tikkanen, 1986).

SEDEX deposits generally form in restricted, intra-cratonic basinal settings, often failed rift margins. SEDEX often form in 1–4 km thick sag phase sediments, typically proximal to relatively organic-rich shales and siltstones (Figure 4.7).

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Figure 4.7: Schematic cross section through a rift-controlled basin showing the idealised setting of SEDEX deposits

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Sources: Modified after Lydon (2004a)

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5 East Tennant Project

5.1 Local geology

Within the East Tennant region, Knox holds a significant tenure (8 ELs and 3 ELAs).

The East Tennant region represents an extension of the prospective Proterozoic Warramunga Province underlying the Georgina Basin. This basin is a widespread intra-cratonic basin covering over 325,000 km[2] and includes rocks of Cryogenian to Devonian age (Khan et al., 2007). Rocks of the Georgina Basin vary compositionally from east to west with a gradual shift from predominantly siliciclastic to more carbonate rich components (Shergold et al., 1976). These compositional changes reflect a paleogeographic setting shift, which varied from a marine slope, ramp dominated facies to sabka type, supratidal depositional settings. Within Knox’s East Tennant tenure these cover sequences are relatively shallow with recent drilling by MinEx CRC indicating the sedimentary cover is typically less than 200 m thick with less than 30 m of Cambrian Kalkarinji basalt at its base (https://minexcrc.com.au/press-release-1-drilling-program-unlocks-hiddenmineral-potential-in-the-east-tennant/).

Underlying the Georgina Basin, the basement rocks of the East Tennant region comprise metasedimentary and metavolcanic rocks interpreted to be probable equivalents of the Warramunga Formation and Ooradidgee Group, intruded by felsic intrusions of the Tennant Creek suite (Figure 5.1). Major east–west (E–W) shear zones divide the area into several structural blocks of tightly folded strata.

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Figure 5.1: Geological map of the Tennant region, Northern Territory

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Source: Modified slightly from Donnellan (2013)

The below sections provide a geological summary of the major geological elements across the East Tennant Project.

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5.1.1 Warramunga Formation

The Warramunga Formation and its correlatives the Junalki Formation and Woodenjerrie Beds represent the oldest rocks in the Warramunga Province, deposited c. 1,860 Ma (Compston and McDouglas, 1994; Compston, 1994, 1995; Ahmad and Munson, 2013; Donnellan, 2013; Maidment et al., 2013). The Warramunga Formation has no exposed base and is mostly composed of weakly metamorphosed turbiditic greywacke, locally tuffaceous, with lesser siltstone, shale and argillaceous ironstone, referred to in the literature as ‘haematitic ironstone’ (Donnellan, 2013; Huston et al., 2020 and references therein). These ironstones are the primary hosts of most of the copper-gold-bismuth mineralisation in the Tennant Creek mineral field and represent a key target for mineral exploration within the region.

The Warramunga Formation and equivalents were affected by the tectono-magmatic c. 1,860–1,850 Ma Tennant Event (Donnellan and Johnstone, 2004). This resulted in extensive syn- to post-tectonic magmatism (Tennant Creek Supersuite) and regional D1 shortening, expressed as the east- or east-northeast-trending upright folds (F1) and low-grade metamorphism (Maidment et al., 2006; Donnellan, 2013). The Tennant Event folded and thrusted the sedimentary sequences and ultimately exhumed the entire package. This resulted in an erosional angular unconformity between the pre-Tennant Event rocks (Warramunga Formation, Junalki Formation and Woodenjerrie beds) and the overlying volcano-sedimentary successions of the Ooradidgee Group (Donnellan, 2013).

5.1.2 Tennant Creek suite

Deposition of the Warramunga Formation was closely followed by intrusive and extrusive felsic magmatism of the Tennant Supersuite (c. 1,850–1,840 Ma) as well as deformation and Tennant Creek style IOCG mineralisation associated with the 1,860–1,845 Ma Tennant Event. The Tennant Creek Supersuite (Wyborn et al., 1998) comprises mainly granitic intrusions with lesser granodiorite, tonalite, felsic porphyry and dolerite, as well as extrusive felsic volcanic rocks (Donnellan, 2013). The syn-tectonic intrusive rocks of the Tennant Creek Suite comprise granites and quartz porphyries as well as lesser mafic to intermediate intrusions.

5.1.3 Ooradidgee Group

Unconformably overlying the Warramunga Formation are volcano-sedimentary rocks of the c. 1,845–1,840 Ma Ooradidgee Group (Maidment et al., 2013). Early sequences of the Ooradidgee Group (e.g. Monument and Yungkulungu formations) are interpreted to overlap in time with the intrusion of the Tennant Creek Suite and the main sulphide mineralisation event within Tennant Creek (Houston et al., 2020).

The Ooradidgee Group comprises dominantly extrusive volcanic (and volcaniclastic) rocks intercalated with sedimentary sequences that vary upward from deep-water to sublittoral/littoral and finally fluviatile facies (Donnellan, 2013). Donnellan (2013) recognised three volcanic episodes in the Ooradidgee Group. The oldest, at c. 1,850 Ma, is represented by the Monument Formation and Yungkulungu Formation and the mafic Edmirringee Volcanics. The second event, bimodal, at c. 1,840 Ma, is represented by the Epenarra Volcanics and the Bernborough Formation. The third event, at c. 1,814 Ma, is represented by the Treasure Volcanics.

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The Davenport Event resulted in folding of Ooradidgee Group, likely overprinting the Tennant Event deformation in the Warramunga Formation (Donnellan, 2013). This phase of deformation is interpreted to be broadly coeval with emplacement of the c. 1,710 Ma Devils Suite (Blake et al., 1987; Donnellan, 2013) and correlative with tectonism and magmatism of similar age in the Aileron Province (McGloin et al., 2020). The Devils Suite granites are associated with tungsten-tintantalum-molybdenum and gold mineralisation in the Davenport Province to the south of the Warramunga Province (Figure 5.1) (Skirrow et al., 2019).

Two phases of concentric folding overprint the Ooradidgee Group (Blake et al., 1987): a first folding event that resulted in northwest-trending folds; this was superimposed by a second event with northeast-trending folds.

5.2 Project area geological interpretation

In 2020, Knox acquired high resolution (100 m lines spaced) magnetic and radiometric survey data over three of its East Tennant Project areas (EL32282, EL32296, EL32295) (Magspec, 2020). In 2021, SRK were engaged to develop an interpretation of the ‘solid geology’ and basement structure for the Paleoproterozoic sequences beneath the younger cover horizons as well as assist with exploration targeting. SRK interpreted a basement of complexly deformed sediments and volcanics truncated and dismembered by E–W and SE–NW trending structures as described in Figure 5.2, Figure 5.3 and Figure 5.4.

Figure 5.2: Interpreted basement geology and structure of EL32282 and EL32296

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Source: SRK (2021)
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Figure 5.3: Interpreted basement geology and structure of EL32283, EL32284 and EL32295

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Source: SRK (2021)

Figure 5.4: Interpreted basement geology and structure of EL32280 and EL32281

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Source: SRK (2021)
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5.3 Exploration history

Historically, East Tennant exploration has primarily focused on Tennant Creek style IOCG mineralisation, phosphate and diamonds. IOCG exploration within the region has principally focussed on applying magnetic and gravity geophysical methods for direct targeting of potential ironstones undercover. Several companies have conducted aeromagnetic and gravity surveys to better define potential targets. However, very few targets reached drill stage, with most companies moving on from lease holdings prior to drill testing. Only Red Metal Limited (Red Metal), Nobelex NL (Nobelex) and Normandy Gold Pty Ltd (Normandy) previously conducted drilling within and in the immediate vicinity of Knox’s leases, targeting geophysical (magnetic and gravity) and geochemical anomalies. This drilling primarily focused around EL32280 and EL32282, which lie closest to the Tennant Creek block.

A summary of the exploration history overlying Knox’s East Tennant tenements in Table 5.1 below.

Table 5.1: Summary of previous ELs that overlap Georgina Basin Tenements

Period	Tenement	Party/Company	Activities completed
1976	EL32280	Nobelex NL	Two historical drill holes to the south of the lease
			targeting a coincident magnetic and geochemical
			anomaly defined from auger sampling. Drilling
			consisted of a 70 m percussion hole and 152 m
			diamond hole (SHDH 92 and DDH404) with these
			holes intersecting a chlorite altered syenite with
			variable magnetite and sulphides (pyrite ±
			chalcopyrite). Assays noted Au, Cu, Bi, Pb and Zn at
			levels above background, best results including 32.3
			m at 0.95 ppm gold between 15.2–47.3 m from
			DDH404 (Lidbury, 1999). A follow-up program of 66
			shallow (12–15 m) percussion holes was conducted
			surrounding this DDH404. Subsequent assays failed
			to identify any further geochemical anomalism and
			no further work was conducted by Nobelex on the
			prospect.
1977–98	EL32280	Normandy Gold Pty	Normandy held the area under MLC229 and
		Ltd	MLC230 following Nobelex for a period of 21 years
			from 1977. As part of its initial exploration work,
			Normandy conducted an evaluation of previous
			drilling results in DDH404, which included
			re-assaying the drill holes. Results indicated gold
			was below detection for this hole with the elevated
			results reported by Nobelex unable to be replicated.
			Follow up drilling of the target was conducted by
			Normandy with 66 vertical shallow rotary air blast
			(RAB) holes (12–15 m) on an 80 × 80 m grid with
			four infill holes drilled to 60 m around the Nobelex-
			defined anomaly. All holes intersected an interpreted
			variably weathered and altered syenite. From this
			program Normandy identified a broad gold-copper
			bedrock anomaly with peak values of 2.35 ppm Au
			and 895 ppm Cu. The anomaly was interpreted to
			extend approximately 200 m × 400 m. In 1999 the
			area was re-evaluated with the ground not ranking
			highly within the company portfolio (Lidbury, 1999).
			As a result, the leases were surrendered.

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Period	Tenement	Party/Company	Activities completed
1980s	EL32282	Ashton Mining and	Both Ashton Mining and Aberfoyle Exploration Pty
		Aberfoyle	Ltd conducted diamond exploration in the 1980s
		Exploration Pty Ltd	overlying areas coincident with Knox’s western
			tenements with loam and gravel sampling
			conducted. From this work, three microdiamonds
			were identified within EL4251, although no source
			could be located. No other indicator minerals or
			microdiamonds were identified within the lease
			holdings.
2010	EL32282	Red Metals Pty Ltd	To the north of EL32282, Red Metal conducted five
			reverse circulation (RC) drill holes in 2010 targeting
			gravity and magnetic anomalies identified within its
			lease EL24007. Returned assay results failed to
			define copper or gold values above background and
			the ground was relinquished with targets defined as
			adequately tested (McKay, 2010). To the south of
			EL32280, three RC holes (TCRC01–TCRC03) were
			drilled by Red Metal to test selected magnetic
			anomalies with a total of 438 m drilled. Results were
			described as disappointing with only traces of
			disseminated sulphides and magnetite being
			intersected, with drilling primarily intercepting
			deformed biotite rich granite. No assay values above
			background for copper or gold were returned and the
			lease area was relinquished (McKay, 2015).
2008–15		Vale Australia Pty	Phosphate exploration potential within the Cambrian
		Ltd	Gum Ridge Formation was assessed within the
			region overlying Knox’s tenements with both Vale
			Australia Pty Ltd and Rum Jungle Minerals Ltd
			conducting exploration between 2008 and 2015. No
			economic results were identified from their
			exploration.
2020-	EL32282	Knox Resources	Ground Gravity Survey as part of Round 14
onwards			successful NTGS co-funded work program. The
			program acquired a ground gravity survey based on
			1 km × 1 km grid for 2014 gravity stations and 9,076-
			line km airborne magnetic survey.
	EL32296		260 gravity stations and 1,273-line km airborne
			magnetic survey.
			1× water bore drilled to depth 132m.
	EL32295		567 gravity stations and 4,912-line km airborne
			magnetic survey.
			Prospectivity Review and target generation
	EL32282/		Drill holes KNRDD002 and KNRDD004 located at
	EL33296		Twin Peaks prospect were completed in 2021,
			further commentary below.
	EL32283/		Drill holes KNXBA001RDD and KNXLW001RDD at
	EL32284		Banks and Leichardt west were completed in June
			2022.

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5.4 Exploration potential and mineralisation targeting

5.4.1 East Tennant mineral potential

The East Tennant region has been highlighted as a prospective underexplored terrane with potential for Tenant Creek style IOCG mineralisation (Schofield et al., 2020). Recent drilling completed by the MinEx CRC in collaboration with the NDI has confirmed the presence of Warramunga Formation equivalents below the Georgina Basin (Clark et al., 2021). Interpretations of the drilling results by the MinEx CRC suggest the East Tennant region to have undergone a widespread hydrothermal event associated with regional tectono-magmatism at c. 1,850 Ma with this event to have locally resulted in copper, lead and zinc mineralisation, evidenced by mineralisation observed within NDIBK04 (Clarke et al., 2021). In addition, two NDI drill holes were completed on the margins of EL32295, with both holes intercepting foliated haematite altered intrusives, interpreted as correlatives of the c. 1855–1845 Ma Tennant Creek suite, which is considered a potential fluid source and thermal driver for Tennant Creek IOCG style mineralisation. Knox recognised the potential significance of these NDI drilling intercepts and initiated further geophysical data collection and processing, and geological interpretation work including a mineral system review and exploration targeting in the East Tennant leases (SRK, 2021).

The mineral systems review separated the underlying Tennant Creek IOCG system into prospective mappable targeting elements inclusive of the fluid source, fluid pathway and fluid traps:

Fluid Source: favourable intrusions (e.g. Tennant Creek suite granites)
Fluid Pathway: major faults/shears and minor faults
Fluid Trap: favourable host rocks (e.g. Warramunga Formation and potentially Ooradidgee Group), ironstones (indicated by presence of favourable magnetic alteration/gravity highs).

Prospective areas were reviewed and ranked with a total of 41 Rank 1 and 49 Rank 2 preliminary target areas identified for follow up.

From the mineral systems targeting study, EL32282, EL32296 and EL32295 were identified by Knox for detailed 1 km × 1 km infill gravity with four additional areas identified for detailed infill at 100 m station spacing to assist with detailed targeting assessments. From the detailed gravity infill program, several areas of coincident or slightly offset magnetic and gravity highs were identified, with this geophysical character interpreted to be suggestive of ironstone bodies or alteration. Five drilling targets were identified including Twin Peaks East and West (EL32282, EL32296), Banks, Leichhardt and Mawson (EL32295) (Figure 5.5; Figure 5.6) and these are discussed further below.

5.4.2 Initial drill prospects

Twin Peaks

The Twin Peaks East and West prospects occur as two coincident ‘bulls-eye’ magnetic bodies with slightly offset gravity features forming between two major east–west trending shear structures (Figure 5.5). Two diamond holes were drilled in 2021 (KNRDD002 and KNRDD004), terminating at 796.6 m and 904.39 m depth respectively. Underlying 310 m and 320 m of Georgina Basin cover, KNRDD002 and KNRDD004 intercepted a complex sequence of fine-grained alkali basaltic volcanics, auto-breccias and hyaloclastites with lesser sandstone conglomerates. Alteration within

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these units included zones of haematite(-talc), haematite-quartz-chlorite, sericite, smectite and iron oxide-hydroxide alteration. The age and provenance of these basalts is uncertain at the time of writing. Assay results identified some elevated values for copper, gold, bismuth and uranium. Best results were returned from KNRDD002 with 1 m at 0.359 ppm gold at 785 m depth, copper of 0.19%, 0.16% and 0.2% at 669 m, 709 m and 712 m respectively, bismuth of 3.69 ppm at 764 m. Despite the presence of encouraging alteration and geochemistry, the IOCG potential of these basalts is uncertain. No immediate follow up drilling has been planned at these targets.

Banks, Leichhardt and Mawson prospects

The Banks, Leichhardt and Mawson prospects form as discrete magnetic features with coincident gravity highs occurring to the east of EL32295 between NDI holes NDIK05 and NDIB10. Preliminary drill targeting has been completed (Figure 5.6) drilling has subsequently been completed at Banks and at Leichardt West, with one planned hole remaining at Leichardt East.

Figure 5.5: Map of drill hole locations for Twin Peaks targets (KNRDD002 and KNRDD004)

==> picture [391 x 259] intentionally omitted <==

Source: SRK

Notes: Drill hole locations overlain over magnetic and gravity inversion isoshells and magnetic total magnetic image reduced to pole image

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Figure 5.6: EL32295 prospect areas and planned drill targets draped over magnetic reduced to pole imagery

==> picture [396 x 282] intentionally omitted <==

Sources: SRK

Notes: Drill hole locations overlain over magnetic and gravity inversion isoshells and magnetic total magnetic image reduced to pole image

5.5 Proposed exploration program

Astro’s forward exploration plan for East Tennant is focused on the review and interpretation of data collected during the recent drilling program at the Banks and Leichardt West, drilling of planned hole at Leichardt East and to generate a next round of drill targets (Table 5.2). It should be noted that in May of 2022, Knox was successful in its application for co-funding from the NTGS as part of the Geophysics and Drilling Co-funding Grant program. From this grant the NTGS will co-fund one of their planned Leichhardt East drill holes to 50%. Astro also plans to review and resample historical drilling by Red Metals conducted on EL32282.

Astro also plans to conduct a program of biogeochemistry. The depth to basement across most tenements may inhibit meaningful results, however, the eastern tenements EL32281 and EL32280 are located proximal to the Georgina Basin margin with the shallowest depth to basement and may be suitable for such a program.

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5.6 SRK opinion – East Tennant Project

SRK interprets the East Tennant Project area to be prospective for IOCG style mineralisation with the presence of mineral system elements consistent with the Tennant Creek mineral system present. The region is greenfield in nature with the overlying cover posing a challenge for targeting and drilling.

Geophysical methods such as magnetics and gravity will continue to be the key tools for detection of signatures geophysical consistent with IOCG systems (coincident to near coincident magnetic and gravity high signatures) as well as better understanding and defining the underlying geological and mineral system elements. Knox has collected some close spaced gravity and aeromagnetic datasets over the past 2 years in the East Tennant Project.

SRK notes that the East Tennant project is currently subject to outstanding rehabilitation work at the Twin Peaks drilling sites. Rehabilitation for the recent drilling program at Banks and Leichardt West and East will also be required. Astro may inherit these commitments upon completion of their acquisition, unless completed prior. Astro has made provisions for the site rehabilitation in their budgets.

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Table 5.2: Summary of proposed exploration program (East Tennant Project) over ≈2 years

	Project	Status	Jul–Sept	Jul–Sept	2022	O	ct–Dec 2022	Jan–Mar 2023	Jan–Mar 2023	Jan–Mar 2023		Apr–Jun 20	23	Jul–Sept 2023	Jul–Sept 2023		Oct–Dec 2023	Jan–Mar 2024	Apr–Jun 2024
EL32282	East Tennant	Granted	Spinifex sa results interp		mpling retation			Drill site rehab				Review hi Metals core	storic Red – resample			Forw E	ard Planning xploration
EL32281	East Tennant	Granted				Field Reconnaissan	ce			Data r	eview
EL32296	East Tennant	Granted		Spinife re inter	x sampling sults pretation					Drill site rehab					Forward Explo	Planning ration
EL32283	East Tennant	Granted								Revie reinter Barbara	w and pret St Gravity			Target Generation
EL32295	East Tennant	Granted	Exploration Drilling – Banks, Leichhardt West		Downhole Magnetics	Exploration Drilling – Leichhardt East	Review and Interpretation		Forward Planning Exploration			Drill site rehab
EL32964	East Tennant	Granted				Tenement with EL32 exploratio EL3	Amalgamation 283 (future n as part of 2283)
EL32820	East Tennant	Granted				Tenement with EL32 exploratio EL3	Amalgamation 295 (future n as part of 2295)
ELA32821	East Tennant	Appl				Tenement with EL32 exploratio EL3	Amalgamation 295 (future n as part of 2295)
ELA32280	East Tennant	Appl			Land On-Count	holder ryMeeting											Reconnaissance	Soil sampling and/or mapping	Forward Planning Exploration
ELA32284	East Tennant	Appl			Land On-Count	holder ryMeeting											Reconnaissance	Soil sampling and/or mapping	Forward Planning Exploration
ELA32965	East Tennant	Appl			Land On-Count	holder ryMeeting											Reconnaissance	Soil sampling and/or mapping	Forward Planning Exploration

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6 Ranken Project

6.1 Local geology

Knox’s Ranken Project (EL32285 and EL32286) lies within the central west of the Mesoproterozoic South Nicholson Basin, approximately 120 km from the East Tennant Project, covering an area of 1,402 km[2] (Figure 6.1). This region is underlain by sequences of the Middle Cambrian central Georgina Basin as well as younger Cenozoic cover sequences. The South Nicholson Basin is bordered by the prospective base and precious metal terranes of the Paleoproterozoic Murphy Inlier to the north and Lawn Hill Platform and Mount Isa to the east (Figure 6.1).

Figure 6.1: Distribution of Cambrian and Proterozoic outcrop geology, seismic, water bores and stratigraphic drill holes

==> picture [406 x 286] intentionally omitted <==

Source: SRK

Recent deep crustal seismic (2017 and 2019) conducted as part of the Exploring for the Future Program, NDI stratigraphic drilling conducted by MinEx CRC (Carrara-1) and Structurally Enhanced view of Economic Basement (SEEBASE) modelling commissioned by the NTGS, have greatly improved the understanding of the South Nicholson Basin region. This work has included revised extents, extending the basin to approximately 91,449 km[2] onlapping to the west onto the East Tennant Region (Figure 6.4; Figure 6.5). The deep crustal seismic data has highlighted the continuity of the Isa Superbasin as well as underlying Calvert and Leichhardt superbasins beneath the South Nicholson Basin highlighting the mineral prospectivity of the region. NDI drilling completed by the MinEx CRC in 2020 has additionally confirmed the interpreted continuity of

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McNamara Group (Isa Superbasin) sequences, equivalents of the Mount Isa Group beneath the South Nicholson Basin.

Figure 6.2: Regional Bouguer gravity image illustrating potential continuation of Isa Superbasin and Murphy Inlier basement terrane

==> picture [408 x 287] intentionally omitted <==

Source: SRK

These rocks are host to several major and world class mineral base metal deposits including the Century lead-zinc deposit in Lawn Hill and the Mount Isa Copper Mine, in Mount Isa. Whilst the South Nicholson Basin has largely been overlooked as a mineral exploration destination, largely due to the overlying Georgina Basin cover, these recent regional studies have highlighted the prospectivity of the region with potential for base metal mineralisation within the Proterozoic rocks beneath the Georgina Basin sequences.

The Ranken Project is well positioned within the South Nicholson Basin, with two tenements located on the central western margin of the basin. Within this zone the Georgina Basin sedimentary rocks are relatively shallow with a thickness range in the order of 200 m to 450 m based from current sparse stratigraphic drilling proximal to the leases (NTGS001 and NTGS01/1) (Figure 6.3; Figure 6.1) (Kruse et al., 2008). The Cambrian sequences here consist of relatively thin, flat-lying Middle Cambrian carbonates and dolostones which have previously been explored for phosphate mineralisation. Two major phosphate deposits are located close to the Ranken Project: the Wonarah and Alexandria projects, <50 km to the west. Underlying the Georgina Basin are sequences of the South Nicholson Group, Isa, Calvert and Leichhardt superbasins, which in turn overly the Barramundi age 1,850 Ma metamorphic basement. The geology is discussed in more detail in the following sections.

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Figure 6.3: Stratigraphic drill hole correlations within the South Nicholson Basin illustrating thickness distributions of Georgina Basin and South Nicholson Basin sedimentary units

==> picture [366 x 167] intentionally omitted <==

Source: Kruse et al. (2008)

Note: Locations of NTGS001 and NTGS01/1 are presented in Figure 6.1

6.1.1 South Nicholson Basin

The Mesoproterozoic South Nicholson Basin was deposited from 1,500 Ma to 1,400 Ma and consists of units of the South Nicholson Group. This group represents a separate basin cycle from the underlying Proterozoic superbasin sequences (Isa c. 1,670–1,575 Ma, Calvert c. 1,735–1,690 Ma and Leichhardt c. 1,790–1,750 Ma), which extend from the Mount Isa Province in northwest Queensland. The South Nicholson Group is a temporal equivalent to the Roper Group sedimentary sequences to the north, together forming the Roper Superbasin. These groups are separated by the Murphy Inlier, an east–west trending feature consisting of older, (pre-Barramundi aged, 1,870–1,850 Ma) metamorphic rocks (Murphy Metamorphics) (Figure 6.4). Outcrop of the South Nicholson Group is limited, occurring primarily to the north and east of the Ranken Project (Figure 6.1).

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Figure 6.4: South Nicholson Basin, surrounding geological provinces and deep crustal seismic datasets

==> picture [337 x 349] intentionally omitted <==

Source: Southby et al. (2021) Note: South Nicholson and East Tennant project areas highlighted in red

The South Nicholson Group is disconformably divided into two subgroups (Rawlings et al., 2008). The upper Accident Subgroup is composed of the Constance Range Sandstone, Mittiebah Sandstone and Mullera Formation, which overlie the Wild Cow Subgroup and the lowermost Playford Sandstone. The Accident Subgroup is dominated by finer grained lithologies including very fine-grained glauconitic sandstone, siltstone and shale, which were deposited in mostly deeper marine environs (Sweet et al., 1981). The Mittiebah and Constance sandstones are defined as lateral equivalent units and have been grouped within solid geology interpretations. The uppermost sequence is the Mullera Formation, composed of ferruginous siltstone, organic-rich shale and lithic fine-grained sandstone (Kruse et al., 2008).

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The Wild Cow Subgroup consists of the Crow Formation, minor Bowgan Sandstone and Playford Sandstone at the base. These units are dominated by cross-stratified, medium to coarse grained lithologies typical of marine environments (Sweet et al., 1981). The Crow Formation is the dominant unit of the subgroup and consists of recessive siltstone, sandstone and conglomerate. The Playford Sandstone is the lowermost unit of the basin sequence and dominantly composed of siltstones, sandstone with minor ironstone and stromatolites (Kruse et al., 2008).

Figure 6.5: Location map of Barkly seismic survey and identified seismic domains

==> picture [370 x 355] intentionally omitted <==

Source: Southby et al. (2021)

Carrara domain

Based on recent deep crustal seismic conducted across the South Nicholson Basin the region has been divided into two informal domains, namely the Carrara domain and Brunette-Downs Rift Corridor with the Beetaloo-McArthur domain of the McArthur Basin defined to the north (Figure 6.3, Figure 6.4 Figure 6.5) (Southby et al., 2021). The Ranken Project lies within the Carrara domain. The Carrara domain encompasses sequences of the Leichhardt, Calvert and Isa superbasins overlain by the Mesoproterozoic Roper Superbasin. These sequences onlap to the west onto 1,850 Ma crystalline basement.

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Figure 6.6: Seismic line 19GA-B1 illustrating Carrara domain

==> picture [413 x 186] intentionally omitted <==

Source: Southby et al. (2021)

Note: Seismic line location illustrated in Figure 6.4 and Figure 6.5. Reddest zone within the Isa Superbasin package is interpreted by Southby et al. (2021) as a fault-controlled growth package

6.1.2 Isa Superbasin

Sequences of the Isa Superbasin outcrop to the north of the South Nicholson Basin approximately 65 km northeast of Ranken Project in the Carrara Range of the Mount Drummond 1:250,000 map sheet. Outcrop consists primarily of 1690-1595 Ma McNamara Group (Betts et al., 2006), units of the Calvert Superbasin and metamorphic rocks of the Murphy Inlier (Figure 6.1). The exposed McNamara Group sequences correlate with the McNamara Group of Lawn Hill, although with some stratigraphic differences noted below the Lawn Hill Formation. The McNamara Group is bound by angular unconformities against the overlying South Nicholson Basin and the underlying Calvert Superbasin units (Scott et al., 1998). Deposition of the McNamara Group is interpreted to have been partially fault controlled and interpreted to coincide with the onset of the Isan Orogeny late in the Isa Superbasin history (NWQMEPS, 2011). Lateral equivalents of the McNamara Group include the Mount Isa, Fickling and McArthur groups, together forming the Isa Superbasin (Figure 6.4). The full lithological make-up of the Isa Superbasin sequences within the Carrara domain remains uncertain, however, likely represent continuation of the McNamara Group (Figure 6.1). Alternatively, these sequences may represent Mount Isa Group equivalents extending from the east.

Based on deep crustal seismic, the Isa Superbasin is interpreted to extend southwest beneath the South Nicholson Basin and Ranken Project (Figure 6.4, Figure 6.6). These sequences represent a thick sedimentary package, up to 7.4 km thick, thinning onto the shallowing underlying Calvert Superbasin sequences and 1,850 Ma basement to the west.

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Recent drilling completed by the MinEx CRC (Carrara-1), which terminated at 1,750 m depth, intersected 630 m of carbonate sedimentary rocks of the Georgina Basin overlying sandstones, shales, carbonaceous mudstones and carbonate sedimentary rocks interpreted to belong to the Lawn Hill and Plain Creek formations of the McNamara Group. Preliminary findings released by the MinEx CRC indicated chalcopyrite at 1,617 m depth within calcareous shale interpreted to belong to the McNamara sequences, occurring within rocks of similar age to those that host the Mt Isa (Qld) and McArthur River (NT) deposits (https://minexcrc.com.au/press-release-drilling-datareveals-new-energy-and-mineral-potential-in-the-northern-territory/).

Figure 6.7: Major tectonostratigraphic sequences of the Ranken Project

==> picture [407 x 450] intentionally omitted <==

Source: SRK, adapted from Kruse et al. (2008)

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6.1.3 Calvert and Leichhardt superbasins

The Calvert and Leichhardt superbasins have been interpreted to underlie the South Nicholson Basin and Isa Superbasin within the Carrara domain. Little is known compositionally of these sequences. The Calvert Superbasin has been interpreted from the recent Barkly seismic survey data as a relatively uniform package. In the Mount Isa and Lawn Hill Platform, the Calvert Superbasin is dominated by clastic fluvial and shallow marine sedimentary rocks and intercalated bi-modal volcanic rocks. The oldest sequences of the Calvert Superbasin occur to the north of the Ranken Project within the Carrara Range, forming as bi-modal hypabyssal intrusive and extrusive rocks equivalent to the of the Peters Creek Volcanics (1,730–1,725 Ma) (Betts et al., 2006).

6.2 Ranken Project basement geological interpretation

As part of a previous study of the Ranken Project, SRK developed an interpretation of the ‘solid geology’ and basement structure of the Mesoproterozoic and Paleoproterozoic basement beneath a cover of Cambrian Georgina Basin and unconsolidated surficial Cainozoic deposits.

Faulting is dominated by NW trends with lesser N and NE trends reflecting structural patterns typical of the Carrara Domain and Isa, Calvert and Leichhardt Superbasins. Northeast trends were interpreted primarily in the NW of EL32285 where they form part of a NE-trending belt connected to the Warramunga Province to the SW. Several sub-horizontal open folds were interpreted forming parallel the regional fault pattern with NE trends to the NW of EL32285 and NW trends over the lease areas and immediate surrounds.

Figure 6.8: Interpreted structures over background magnetic RTP image

==> picture [351 x 249] intentionally omitted <==

==> picture [41 x 6] intentionally omitted <==

----- Start of picture text -----

Source: SRK
----- End of picture text -----

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Figure 6.9: Interpreted structures on background gravity resolution 5 km image

==> picture [358 x 253] intentionally omitted <==

==> picture [41 x 6] intentionally omitted <==

----- Start of picture text -----

Source: SRK
----- End of picture text -----

Two solid geology interpretations were made: (1) a Precambrian solid geology map (i.e. sub Georgina Basin (Figure 6.9), and (2) a deeper Paleoproterozoic solid geology (sub South Nicholson Group sedimentary sequence, Figure 6.10).

6.2.1 Precambrian geology

The Ranken Project has been interpreted to consist of a sub horizontal sequence of South Nicholson Group (primarily Wildcow Subgroup) forming a broad N-trending antiform, cored by the Paleoproterozoic McNamara Group underlying Georgina Basin cover, estimated from nearby drill hole data as between 200–400 m depth. The antiform corresponds to the main inverted sections of the underlying basins and forms part of the Wonarah Basement High in the Georgina Basin (Figure 6.2).

EL32285 comprises Wildcow Subgroup whereas McNamara Group sedimentary units make up much of the sub-Georgina Basin geology in EL32286 (Figure 6.2). Owing to the absence of outcrop, well data and distinctive magnetic signatures, boundaries mapped between units are considered highly approximate and based mainly on weak semi-continuous magnetic anomalies attributed to the Crow Formation (Wildcow Subgroup) calibrated with the seismic section.

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Figure 6.10: Interpreted Precambrian solid geology Ranken Project

==> picture [323 x 284] intentionally omitted <==

6.2.2 Paleoproterozoic geology

The McNamara Group sequence has been interpreted to form as an inverted N-trending trough up to 5,000 m thick (seismic data), extending across both EL32285 and EL32286 and the surrounding areas (Figure 6.11). This sequence thins to the west, onlapping older Paleoproterozoic sedimentary and basement metamorphic and igneous rocks.

Magnetic and gravity responses have been used to interpret metamorphics, granite intrusions and felsic volcanic sequences to the west of EL32285.

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Figure 6.11: Interpreted Paleoproterozoic solid geology

==> picture [357 x 351] intentionally omitted <==

==> picture [41 x 6] intentionally omitted <==

----- Start of picture text -----

Source: SRK
----- End of picture text -----

6.3 Exploration history

Several companies have conducted exploration activities over and surrounding Knox’s Ranken Project. Historical exploration has primarily focused on phosphate mineralisation within the Georgina Basin cover sequence with some limited base metals and diamonds exploration.

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Table 6.1: Summary of previous ELs that overlap with EL32285 and EL32286 (Ranken Project)

Period	Tenement	Party/Company	Activities completed
1968–71	AP1766	IMC Development	IMC Development completed an extensive phosphate
	AP1788		exploration program. Work completed included air photo
	AP1801		interpretation, geological mapping, and interpretation of
	AP1802		radiometric and magnetic geophysics surveys. IMC
	AP1897		Development completed an extensive drilling program
			which led to the discovery of the Wonarah and Alexandria
			phosphate deposits (south of Knox’s ELs). No assay results
			for the holes have been located but the historical
			tenements overlaying Knox’s current ELs were relinquished
			by IMC as they were not thought prospective for phosphate
			mineralisation.
1985–86	EL4532	ADE Joint Venture	Completed a diamond exploration program aimed at the
	EL4535	(Ashton Mining Ltd,	location of kimberlite pipes within the project area. Work
		AOG Minerals Ltd,	completed included regional gravel sampling and an
		Aberfoyle	airborne thematic mapper survey (spectral scanner).
		Exploration Pty Ltd,	A small number of gravel samples were found to contain
		Australian Diamond	microdiamonds, however, ADE was not encouraged by the
		Exploration NL)	exploration results and relinquished the tenements.
1981–82	EL3077	BHP Minerals	Exploration work included desktop and photo-geological
		Limited	studies for lead-zinc deposits of the Mississippi Valley
			Type. It was decided not to proceed with an exploration
			drilling program and the tenements were relinquished.
1989–90	EL6578	CRA Exploration	Completed an extensive diamond exploration program over
		Pty Ltd	the Project area. Detailed airborne aeromagnetic and
			radiometric survey was completed to detect magnetic
			kimberlite diatremes. Fifteen targets were drill tested and
			four composite samples were submitted for microdiamond
			analysis, but no microdiamonds were recovered. CRA
			surrendered its ELs in June 1990.
2002–03	EL22976	De Beers	Completed a review of diamond potential on a tenement
	EL22977		package that covered the Ranken Project area. No new
	EL22979		remote exploration work or ground exploration work was
			undertaken during the grant period of the licences.
2008–10	EL26021	Mantle Mining	Completed a desktop review and subsequent field
			reconnaissance program for potential phosphorus,
			uranium, and base metals mineralisation. Ten reverse
			circulation drill holes of approximately 60 m depth were
			completed for a total of 601 m. The drilling intersected low-
			grade phosphate values at depths below 35 m in four drill
			holes with a best of 3.43% P over 1 m from 51 m.
			Basement rocks were not intersected in the completed drill
			holes.
2008–10	EL26304	Australis	Completed geophysical and geological studies to assess
	EL26307	Exploration	the potential for phosphate, uranium, base metals and
	EL26308		diamond mineralisation over its vast tenement package in
	EL26309		the Barkley Tableland. No meaningful targets were
	EL26702		identified, and the tenements were relinquished.
	EL26703
2020-21	EL32285	Knox Resources	Prospectivity Review
	EL32286

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6.4 Exploration potential and mineralisation targeting

The Ranken Project is interpreted to host McNamara Group sequences below shallow (222–441 m) Georgina Basin sediments in the east of the Ranken Project area. Both Isa style copper and SEDEX style deposits are hosted within several stratigraphic levels of the McNamara Group and Isa Superbasin equivalents, indicating the potential for suitable host sequences within the Project. In addition, Rawlings et al. (2008) has proposed the potential for SEDEX or sedimentary copper mineralisation within the Crow Formation, which has been interpreted to occur within the east of the Ranken Project, extending the prospectivity of these leases.

The basin architecture underlying the Ranken Project is interpreted to consist of a deep stacked volcano-sedimentary sequence of several superbasins with the potential to host suitable hydrothermal fluid sources at depth for both the copper and zinc-lead-silver systems. Several major faults additionally cross-cut the Project, potentially providing suitable fluid conduits tapping into the older, deeper basin elements. In addition, possible major growth structure has been interpreted by Southby et al. (2021), providing favourable tilt block architecture for sedimentation and SEDEX style fluid system development.

Exploration within the Ranken Project is early stage with structural and geological interpretations conducted to date reliant on relatively coarse geophysical datasets. However, from these datasets a high-level targeting has been conducted to help narrow exploration focus areas for consideration for more detailed data capture programs. Targeting focused on Isa copper and SEDEX style mineral systems, which both have similar regional structural, lithological and basin system controls. Given the limited mappable mineral system elements thus far targeting has relied on defining favourable structural zones for fluid flow (i.e. interpreted major faults) and potential host rocks, (i.e. the interpreted distribution of the McNamara Group and Crow Formation).

The relatively shallow McNamara Group in the east of the lease underlying the Georgina Basin could be considered the more prospective zone for initial, more focused exploration.

6.5 Proposed exploration program

Exploration within the Ranken Project is early stage, however, from preliminary investigations the area is interpreted to be prospective for sediment hosted copper and SEDEX style mineral systems, consistent with those observed within the western fold belt of Mount Isa Province and Lawn Hill.

More detailed data acquisition is currently planned for the lease area encompassing 2 km spaced gravity infill and passive seismic to better understand the structure and lithological make-up of the leases as well as better constrain the depth of the Georgina Basin sediments for drill planning. In May of 2022, Knox was successful in its application for co-funding from the NTGS as part of the Geophysics and Drilling Co-funding Grant program. This co-funding grant will cover 50% of the cost of both the passive and gravity surveys. Astro intends to continue with this work and utilise the results to develop drilling targets.

Astro is also considering a significant hydrogeochemical survey, utilising water bores over the Ranken Project. This is being considered given the depth of cover is not conducive to biogeochemistry.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Ranken Project � Final

6.6 SRK opinion – Ranken Project

SRK interprets the Ranken Project area to be prospective for sedimentary hosted copper mineralisation of varying styles, consistent with those seen in western Queensland. The Ranken Project area is greenfield in nature with deep, overlying cover posing a challenge for targeting and drilling. Geophysical methods such as magnetics and gravity will continue to be the key tool for detection of signatures geophysical consistent with base metals systems at depth.

SRK notes that the Knox is planning to undertake high resolution passive seismic and ground magnetics surveys over the Ranken Project and believes this is an appropriate form of exploration in this setting.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Ranken Project � Final

Table 6.2: Summary of proposed exploration program (Ranken Project) ≈2 years

Project Status	Jul–Sept 2022	Oct–Dec 2022	Jan–Mar 2023	Apr–Jun 2023	Jul–Sept 2023	Oct–Dec 2023	Jan–Mar 2024	Apr–Jun 2024
EL32285 Ranken Granted	Gravity and Passive Seismic Survey			Interpretation and Modelling		Design and plan hydro- geochemistry sampling	Water bore hydro- geochemistry sampling execution
EL32286 Ranken Granted	Gravity and Passive Seismic Survey			Interpretation and Modelling		Design and plan hydro- geochemistry sampling	Water bore hydro- geochemistry sampling execution

Sources: Knox

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Proposed exploration programs and budgets � Final

7 Proposed exploration programs and budgets

Knox has outlined an exploration plan with a budget of approximately $1.93 M to be spent on the project over the next 2 years. Planned exploration activities span both the East Tennant project and the Ranken Project. Astro has committed to executing this plan in conjunction with Knox upon acquisition of these tenements.

Table 7.1: Summary of Knox’s proposed 2-year exploration budget (A$)

	Year 1	Year 2	Total
Geophysical surveys	130,000		130,000
Drilling, sampling, assays	575,000	285,000	860,000
Geochemical surveys	25,000	65,000	90,000
Desktop reviews, interpretation, modelling	60,000	60,000	120,000
Exploration management, wages, costs	365,000	365,000	730,000
Total (A$)	1,155,000	775,000	1,930,000

Source: Knox

Within the East Tennant Project area, drilling at Leichardt East remains to be completed. The drilling at the Banks Prospect and Leichardt West target was completed in late June 2022 and the core is currently being logged. Once all diamond drilling activities are completed, sample assaying and further interpretation and modelling work will be undertaken.

Knox was successful in receiving two grants (ground gravity and passive seismic survey in EL32285, EL32286) and awarded funding up to 50% of the total of one drill hole at the Leichardt East prospect (EL32295) as part of the co-funding under the NTGS Geophysics and Drilling Cofunding Grant program. The value of the NTGS grant is $253,000. The forward exploration plan for the East Tennant Project will focus on identifying and drilling favourable geophysical targets within Knox’s tenements areas.

Knox also plans to conduct high-resolution passive seismic and gravity surveys over the Ranken project area. The 2 km spaced gravity infill and passive seismic will allow better understanding of the structure and lithological make-up of the basement rocks as well as better constrain the depth of the Georgina Basin sediments for drill planning. The NTGS Geophysics and Drilling Co-funding Grant program will co-fund both these passive and gravity surveys in the Ranken project areas with cost recovery of up to 50%.

Within the next 2 years, Knox is planning to undertake bio-geochemical sampling and hydrogeochemical sampling on selected East Tennant and Ranken project areas. The results of these surveys alongside mapping and renewed geophysics interpretations will form the basis for future drilling target generation work.

The ELs under application will require landholder and indigenous group liaison to enable them to be granted and no exploration activities are being proposed over the next 2 years.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Risks � Final

8 Risks

Knox’s portfolio represents a series of early-stage exploration projects that are strategically located within the recognised IOCG provinces of East Tennant Creek and the western extension of the Proterozoic Mount Isa Province. While offering well mineralised locations, the exploration of these sub-projects remains a speculative activity. Importantly, potential investors need to understand that the previous exploration data are limited in both areal extent and ability to provide a meaningful assessment of the subsurface conditions. The likelihood of any discovery of a potentially economic deposits occurring in any of Knox sub-projects therefore remains highly uncertain especially due to the thickness of sedimentary cover.

SRK notes the following risks in relation to its technical review of Knox sub-projects:

the data and the basis of the interpretations relied on and used in the compilation of this report which recorded and documented the historical exploration work may contain uncertainties associated with the data and reports when the data were compiled.
Other potential issues with historical data may include the following:
Historical exploration reports often do not include or discuss quality assurance and quality control (QAQC) procedures, making it difficult to determine the validity of the historical samples, even where original assays are reported.
Different grid systems may also be reported, including local grids. The inability to effectively validate the exploration data in their entirety impacts the proposed exploration outcomes and hence increases the exploration risk.
To date, no Mineral Resources reported in accordance with the guidelines of the JORC Code (2012) have been estimated. Mineral exploration by its very nature has significant risks, especially for early-stage projects. Based on industry-wide exploration success rates, there is a reasonable expectation that future exploration may be unsuccessful, and that no significant economic mineralisation will be located in the sub-projects.
If significant mineralisation is demonstrated within Knox’s sub-projects, factors both in and outside Knox’s control may constrain project development. These may include, but are not limited to, variations in commodity prices, saleability of commodities, community and social factors, as well as metallurgical, mining and environmental considerations, availability and suitability of processing facilities, funding or capital to build appropriate facilities, regulatory guidelines and restrictions, ability to develop infrastructure appropriately, and mine closure processes.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Concluding remarks � Final

9 Concluding remarks

Knox’s East Tennant and Ranken projects encompass ten (10) ELs and three (3) ELAs located within prospective Proterozoic sequences underlying the regionally extensive Cambrian aged Georgian Basin.

The East Tennant Project has the broadest tenure holding with eight (8) ELs and three (3) ELAs located within the undercover eastern extension of the Tennant Creek region located to the east of the Tennant Creek mineral field, a major gold producing region mined since the 1930s. The Ranken Project encompasses the remaining two (2) ELs located within the South Nicholson Basin and is host to the prospective undercover western extension of the Proterozoic Mount Isa Province.

The Proterozoic rocks of both Tennant Creek and the Mount Isa Province are prospective for base and precious metals inclusive of IOCG (Tennant Creek), SEDEX lead-zinc and sediment hosted copper (Mount Isa Province). Knox’s exploration is focussed on exploration for these deposits within the undercover extensions of these world class mineral domains.

Recent major studies completed by GA, NTGS and the MinEx CRC under the EFTF program have focused on better understanding the geology and mineral prospectivity of the undercover and under-explored regions between Tennant Creek and Mount Isa. This work has encompassed several major regional data capture programs inclusive of deep crustal seismic, stratigraphic drilling and geophysical data acquisitions. From this work, extensions of the prospective basement Proterozoic sequences have been identified, resulting in considerable mineral exploration interest within these undercover domains.

Knox’s exploration to date is early stage within the East Tennant Project targeting Tennant Creek IOCG mineralisation. Works so far has encompassed geophysical data acquisition, geological and structural interpretations, exploration targeting and limited diamond drilling at three prospect areas (Twin Peaks, Leichardt and Banks). As these regions are undercover, all interpretations have relied on magnetic and gravity geophysical datasets, however, the IOCG targets within this region are well suited to these geophysical methods.

Knox has so far completed two diamond drill holes to date at its Twin Peaks prospect in EL32296 and EL32282 targeting two coincident ‘bulls-eye’ magnetic bodies with slightly offset gravity. Drill holes (KNRDD002 and KNRDD004) terminated at 796.6 m and 904.39 m depth respectively, intercepting a sequence of fine-grained altered alkali basaltic volcanics, auto-breccias and hyaloclastites with lesser sandstone conglomerates. Assay results identified anomalous values for copper, gold and bismuth. Best results were returned from KNRDD002 with 1 m at 0.359 ppm gold at 785 m depth, copper of 0.19%, 0.16% and 0.2% at 669 m, 709 m and 712 m respectively, bismuth of 3.69 ppm at 764 m. Despite the presence of encouraging alteration and geochemistry, the IOCG host rock potential of these basalts is uncertain and no immediate follow up drilling is planned.

Drilling was recently completed at their Banks and Leichhardt West prospects in EL32295. For the remainder of this program, Knox was successfully granted co-funding under the NTGS Round 15 Geophysics and Drilling Co-funding Grant program. The forward exploration plan for the East Tennant Project will focus on interpreting data from the current drill program and recent geophysical work to identify and refine targets for a future round of drilling.

SRK CONSULTING (AUSTRALASIA) PTY LTD � OCTOBER 2022 � AT, CD, BJ/CW

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Concluding remarks � Final

Exploration within the Ranken Project is early stage with exploration to date consisting of preliminary geological and structural interpretations and high-level exploration targeting. Investigations have interpreted the leases to be prospective for sediment hosted copper and SEDEX style mineral systems, consistent with those observed within the western fold belt of Mount Isa Province and Lawn Hill. More detailed geophysical data acquisition is currently planned for the lease area encompassing 2 km spaced gravity infill and passive seismic to better understand the structure and lithological make-up of the leases as well as better constrain the depth of the Georgina Basin sediments for drill planning. In May of 2022, Knox was successful with an application for co-funding from the NTGS as part of the Geophysics and Drilling Co-funding Grant program which will co-fund both the passive and gravity surveys up to 50%.

Astro’s proposed exploration budget is approximately $1.93 M over the following 2 years and will encompass geophysical surveys at Ranken, geochemical surveys, target generation and drilling across both projects. SRK considers Knox’s proposed exploration activities within the region are applying appropriate techniques for the proposed targets at an appropriate level for the stage of the project. SRK notes that this is an early-stage exploration project, Knox has released early-stage exploration results to the market, but no mineral resources have been defined. Mineral exploration under significant cover has inherent risk.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project Closure � Final

Closure

This report, Independent Geologist’s Report – Knox Resources East Tennant Mineral Project, was prepared by

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Ben Jupp Senior Consultant

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Carl D’Silva Principal Consultant

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Alex Tunnadine Senior Consultant

and reviewed by

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Chris Woodfull Corporate Consultant

All data used as source material plus the text, tables, figures, and attachments of this document have been reviewed and prepared in accordance with generally accepted professional engineering and environmental practices.

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project References � Final

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Wyborn, L A I, Heinrich, C A and Jaques, A L, 1994. Australian Proterozoic mineral systems: essential ingredients and mappable criteria, in AusIMM Annual Conference, Darwin.
Wyborn, L A I, Idnurm, M, Budd, A R, Bastrakova, I V, Hazell, M S and Edgecombe, S M, 1998. What do ~10 000 whole rock geochemical analyses tell us about Australian Proterozoic Intraplate Igneous Activity, Geological Society of Australia, Abstracts, 49, 484.

SRK CONSULTING (AUSTRALASIA) PTY LTD � OCTOBER 2022 � AT, CD, BJ/CW

Appendix A JORC Code, 2012 Edition – Table 1

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

The information in this section relates to Exploration Results is based on information compiled by Mr. Matthew Healy, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy (AusIMM Member number 303597). Mr. Healy is a full-time employee of Greenvale Mining Ltd and is eligible to participate in a performance rights incentive plan of the Company. Mr Healy has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves .

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	Commentary
Sampling	�Nature and quality of sampling (e.g. cut channels, random chips, or specific	�NQ drill core cut in half lengthwise and sampled on nominal 1 m intervals or as
techniques	specialised industry standard measurement tools appropriate to the minerals	determined by geological boundaries
	under investigation, such as down hole gamma sondes, or handheld XRF	�Altitude for airborne magnetic surveying was determined using a Reninshaw
	instruments, etc). These examples should not be taken as limiting the broad	ILM-500-R laser with a vertical accuracy of 0.1 m
	meaning of sampling.	�Base station magnetic field monitoring was completed using GEM Overhauser
	�Include reference to measures taken to ensure sample representivity and the	and Scintrex ENVIMAG proton precession magnetometers with 1.0 and 0.5 Hz
	appropriate calibration of any measurement tools or systems used.	sampling rates respectively
	�Aspects of the determination of mineralisation that are Material to the Public	�Radiometric surveying was completed using an RSI RS-500 gamma-ray
	Report.	spectrometer with a sampling rate of 2 Hz
	�In cases where ‘industry standard’ work has been done this would be relatively	�Magnetic surveying was completed using a Geometrics G-823A caesium vapour
	simple (e.g. ‘reverse circulation drilling was used to obtain 1 m samples from	magnetometer at a 20 Hz sampling rate
	which 3 kg was pulverised to produce a 30 g charge for fire assay’). In other
	cases more explanation may be required, such as where there is coarse gold
	that has inherent sampling problems. Unusual commodities or mineralisation
	types (e.g. submarine nodules) may warrant disclosure of detailed information.
Drilling	�Drill type (e.g. core, reverse circulation, open-hole hammer, rotary air blast,	�Mud-rotary methods employed to bit refusal, and HQ and ND diamond core
techniques	auger, Bangka, sonic, etc) and details (e.g. core diameter, triple or standard	drilling methods thereafter.
	tube, depth of diamond tails, face-sampling bit or other type, whether core is	�Drill core that has intersected basement (Proterozoic) rocks has been oriented
	oriented and if so, by what method, etc).	where possible
Drill sample	�Method of recording and assessing core and chip sample recoveries and results	�Core blocks inserted between runs by drill crew record run length and recovered
recovery	assessed.	core
	�Measures taken to maximise sample recovery and ensure representative nature	�Core recovery logged by field staff/contractors at the point of core markup
	of the samples.
	�Whether a relationship exists between sample recovery and grade and whether
	sample bias may have occurred due to preferential loss/gain of fine/coarse
	material.

SRK CONSULTING (AUSTRALASIA) PTY LTD � OCTOBER 2022 � AT, CD, BJ/CW

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

Criteria	JORC Code explanation	Commentary
Logging	�Whether core and chip samples have been geologically and geotechnically	�Drill core logged by field geologists to capture interpreted lithology, weathering,
	logged to a level of detail to support appropriate Mineral Resource estimation,	alteration and veining, and structure orientations where appropriate
	mining studies and metallurgical studies.	�Core logging is largely qualitative, with some quantitative estimates of notable
	�Whether logging is qualitative or quantitative in nature. Core (or costean,	minerals
	channel, etc) photography.	�Core tray photography undertaken of wet and dry drill core
	�The total length and percentage of the relevant intersections logged.	�All drill core logged
Sub-sampling	�If core, whether cut or sawn and whether quarter, half or all core taken.	�Half-core crushed and pulverised to 85% passing 75 μmparticle size prior to
techniques and	�If non-core, whether riffled, tube sampled, rotary split, etc and whether sampled	assay
sample	wet or dry.	�Half drill core considered representative of sample intervals
preparation	�For all sample types, the nature, quality and appropriateness of the sample
	preparation technique.
	�Quality control procedures adopted for all sub-sampling stages to maximise
	representivity of samples.
	�Measures taken to ensure that the sampling is representative of the in situ
	material collected, including for instance results for field duplicate/second-half
	sampling.
	�Whether sample sizes are appropriate to the grain size of the material being
	sampled.
Quality of assay	�The nature, quality and appropriateness of the assaying and laboratory	�NATA-accredited ALS Laboratories conducted preparation and analysis of
data and	procedures used and whether the technique is considered partial or total.	samples
laboratory tests	�For geophysical tools, spectrometers, handheld XRF instruments, etc, the	�Laboratory analysis includes Fire Assay and AAS finish for gold (Method
	parameters used in determining the analysis including instrument make and	Au-AA23) and 4-acid digest and ICP-MS finish for a 48-element suite (Method
	model, reading times, calibrations factors applied and their derivation, etc.	ME-MS61)
	�Nature of quality control procedures adopted (e.g. standards, blanks, duplicates,	�Both techniques considered total for elements of interest
	external laboratory checks) and whether acceptable levels of accuracy (i.e. lack	�Certified reference materials (CRMs) and blanks inserted in the sample stream
	of bias) and precision have been established.	to monitor accuracy and potential contamination as part of Company QAQC
		processes
		�ALS in-house QAQC includes the use of CRMs, splits and duplicates to monitor
		accuracy and precision
		�Results from QAQC review indicate no material issues, and that assay result
		quality is acceptable
		�Magnetic susceptibility measurements taken using a KT-10 magnetic
		susceptibility meter
		�Magnetic susceptibility measured from pulp packets in triplicate and readings
		averaged for reporting

SRK CONSULTING (AUSTRALASIA) PTY LTD � OCTOBER 2022 � AT, CD, BJ/CW

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

Criteria	JORC Code explanation	Commentary
Verification of	�The verification of significant intersections by either independent or alternative	�Sample intervals assigned a unique sample identification number prior to core
sampling and	company personnel.	cutting and analysis
assaying	�The use of twinned holes.	�Significant intersections checked against drill core photography and QAQC
	�Documentation of primary data, data entry procedures, data verification, data	results by a company geologist
	storage (physical and electronic) protocols.	�Tabulated data provided for each assayed interval for the announced elements
	�Discuss any adjustment to assay data.
Location of data	�Accuracy and quality of surveys used to locate drill holes (collar and down-hole	�Drill collar location determined using a Garmin hand-held GPS with location
points	surveys), trenches, mine workings and other locations used in Mineral Resource	reported in GDA94 MGA Zone 53
	estimation.	�Downhole surveys determined using a Reflex north-seeking Gyro at 60 m depth
	�Specification of the grid system used.	interval
	�Quality and adequacy of topographic control.	�Magnetic survey flight path recovery was established using a NovAtel OEM 719
		DGPS Receiver with a 0.4 m RMS accuracy and a 2Hz sampling rate
Data spacing	�Data spacing for reporting of Exploration Results.	�Drill spacing is appropriate for early exploration purposes
and distribution	�Whether the data spacing and distribution is sufficient to establish the degree of	�A total of 27,879-line km of airborne survey data was collected in total
	geological and grade continuity appropriate for the Mineral Resource and Ore	�Gravity station measurements taken at varied station spacing as outlined in this
	Reserve estimation procedure(s) and classifications applied.	report
	�Whether sample compositing has been applied.	�Flight lines were spaced at 100 m with perpendicular tie-lines at 1,000 m
		intervals.
Orientation of	�Whether the orientation of sampling achieves unbiased sampling of possible	�Insufficient information available due to early exploration status
data in relation	structures and the extent to which this is known, considering the deposit type.
to geological	�If the relationship between the drilling orientation and the orientation of key
structure	mineralised structures is considered to have introduced a sampling bias, this
	should be assessed and reported if material.
Sample security	�The measures taken to ensure sample security.	�Samples delivered from the drill site to Freight agent by Company
		staff/contractors for delivery to external laboratory
Audits or	�The results of any audits or reviews of sampling techniques and data.	�Not applicable
reviews

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Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

(Criteria listed in	the preceding section also apply to this section.)
Criteria	JORC Code explanation	Commentary
Mineral	�Type, reference name/number, location and ownership including agreements or	�Tenements held in 100% Greenvale subsidiary Knox Resources Pty Ltd
tenement and	material issues with third parties such as joint ventures, partnerships, overriding	�Detail regarding granted or application status tabulated in the body of the report
land tenure	royalties, native title interests, historical sites, wilderness or national park and
status	environmental settings.
	�The security of the tenure held at the time of reporting along with any known
	impediments to obtaining a licence to operate in the area.
Exploration done	�Acknowledgment and appraisal of exploration by other parties.	�Tabulated in body of the report
by other parties
Geology	�Deposit type, geological setting and style of mineralisation.	�The principal target deposit style is iron-oxide-copper-gold (IOCG). IOCG
		deposits are typically characterized by associated magnetic and gravity
		responses due the prevalence of dense and often magnetic iron oxide minerals
		as a substantial portion of the deposit footprint mineralogical constitution. IOCG
		deposits are known in the Tennant Creek region and recent Geoscience
		Australia prospectivity analysis indicates that basement rocks east of Tennant
		Creek, the location of the Company tenements, are prospective for IOCG
		deposits.
Drill hole	�A summary of all information material to the understanding of the exploration	�Drill hole KNRDD002 collared at 506771 E 7825392 N and 250 m RL
Information	results including a tabulation of the following information for all Material drill	�Drill hole KNRDD004 located at 509608 E, 7825960 N and 251 m RL
	holes:	�Drill hole KNXBA001RDD collared at 588116 E 780965 N and 225 m RL
	– easting and northing of the drill hole collar	�Drill hole KNXLW001RDD collared at 584975 E 7806808 N and 225 m RL
	– elevation or RL (Reduced Level – elevation above sea level in metres) of the	�Drill hole KNRDD002 set-up at 170° azimuth and -61.5° dip
	drill hole collar	�Drill hole KNRDD004 set-up at 160° azimuth and -61.5° dip
	– dip and azimuth of the hole	�Drill hole KNRDD002 drilled to a total depth of 796.6 m
	– down hole length and interception depth	�Drill hole KNRDD004 drilled to a total depth of 900.9 m
	– hole length.	�Drill hole KNXBA001RDD drilled to a total depth of 550 m
	�If the exclusion of this information is justified on the basis that the information is	�Drill hole KNXLW001RDD drilled to a total depth of 600.8 m
	not Material and this exclusion does not detract from the understanding of the	�Collar locations reported in GDA94 MGA Zone 53
	report, the Competent Person should clearly explain why this is the case.
Data	�In reporting Exploration Results, weighting averaging techniques, maximum	�Not applicable
aggregation	and/or minimum grade truncations (e.g. cutting of high grades) and cut-off
methods	grades are usually Material and should be stated.
	�Where aggregate intercepts incorporate short lengths of high-grade results and
	longer lengths of low grade results, the procedure used for such aggregation
	should be stated and some typical examples of such aggregations should be
	shown in detail.
	�The assumptions used for any reporting of metal equivalent values should be
	clearly stated.

SRK CONSULTING (AUSTRALASIA) PTY LTD � OCTOBER 2022 � AT, CD, BJ/CW

Independent Geologist’s Report – Knox Resources East Tennant Mineral Project

Criteria	JORC Code explanation	Commentary
Relationship	�These relationships are particularly important in the reporting of Exploration	�Insufficient information available due to early exploration status
between	Results.
mineralisation	�If the geometry of the mineralisation with respect to the drill hole angle is known,
widths and	its nature should be reported.
intercept lengths	�If it is not known and only the down hole lengths are reported, there should be a
	clear statement to this effect (e.g. ‘down hole length, true width not known’).
Diagrams	�Appropriate maps and sections (with scales) and tabulations of intercepts	�See in report
	should be included for any significant discovery being reported These should
	include, but not be limited to a plan view of drill hole collar locations and
	appropriate sectional views.
Balanced	�Where comprehensive reporting of all Exploration Results is not practicable,	�This report describes all relevant information
reporting	representative reporting of both low and high grades and/or widths should be
	practiced to avoid misleading reporting of Exploration Results.
Other	�Other exploration data, if meaningful and material, should be reported including	�This report describes all relevant information
substantive	(but not limited to): geological observations; geophysical survey results;
exploration data	geochemical survey results; bulk samples – size and method of treatment;
	metallurgical test results; bulk density, groundwater, geotechnical and rock
	characteristics; potential deleterious or contaminating substances.
Further work	�The nature and scale of planned further work (e.g. tests for lateral extensions or	�Additional coreholes as required in the next phase of exploration work program
	depth extensions or large-scale step-out drilling).	outlined in report.
	�Diagrams clearly highlighting the areas of possible extensions, including the
	main geological interpretations and future drilling areas, provided this
	information is not commercially sensitive.

SRK CONSULTING (AUSTRALASIA) PTY LTD � OCTOBER 2022 � AT, CD, BJ/CW

SCHEDULE 2 – AMETS TENURE REPORT

146

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5 October 2022

The Directors Astro Resources NL Suite 6, Level 5, 189 Kent Street SYDNEY NSW 2000

Dear Sirs

DUE DILIGENCE KNOX RESOURCES PTY LTD TENEMENTS, NORTHERN TERRITORY

Astro Resources NL ( Astro ) has requested that AMETS provide this report ( Report ) on Northern Territory tenements held by Knox Resources Pty Ltd (ACN 623 480 286) (the Company ).

This Report has been prepared by AMETS for inclusion in the Notice of Meeting document to be sent to Astro shareholders on or about 11 October 2022 ( Notice ).

AMETS is an Australian based tenement management consultancy providing a comprehensive tenement management service to the mining and exploration industry in Australia.

The body of the Report follows.

AMETS consents to the issuing of this Report in the form and context in which it is to be included in the Notice.

Yours faithfully

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Holly Edgar Senior Tenement Manager/ Geologist

NT	QLD	SA	WA	NSW	TAS	VIC
PO Box 4123	PO Box 913	PO Box 440	PO Box 40	PO Box 1593	PO Box 440	PO Box 211
Palmerston	Mareeba	Hove	Duncraig	Tamworth	Hove	Essendon Nth
NT 0831	QLD 4880	SA 5048	WA 6023	NSW 2340	SA 5048	VIC 3041
P08 8941 1911	P07 4092 6431	P0447 687 095	P0436 528 329	P0438 874 379	P 0428 158 374	P0429 787 593
E[email protected]	E[email protected]	E[email protected]	E[email protected]	E[email protected]	E [email protected]	E[email protected]

AMETS.COM.AU

ABN: 30 140 504 098

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INTRODUCTION

The Report is a technical assessment of Northern Territory ( NT ) Tenements Exploration Licences applications (ELA) 32280, 32284 & 32965 and Exploration Licences (EL) 32964, 32281, 32282, 32283, 32285, 32286, 32295, 32296, 32820 & 32821 held 100% by the Company.
The Report also provides a summary of land titles and other authorisations associated with the Tenements, held by the Company.
The objectives of the Report are to:
3.1 Confirm the existence and compliance status for each tenement.
3.2 Identify the underlying land status and detail any existing issues.
3.3 Report on existing agreements with Traditional Land Owners and identify the financial obligations.
3.4 Identify the grant period and general terms of the grant of an Exploration Licence.
3.5 Identify when partial surrenders are due and by how much.
3.6 Report on current and future fees related to the rents and administrative fees.
3.7 Report on Security requirements prior to Substantial Disturbance.
A list of the Tenements (Tenement Register) outlining the information detailed below is provided at Schedule 1.
This document is prepared by Australian Mining & Exploration Title Services Pty Ltd (AMETS).
AMETS has taken all reasonable care in producing all the information contained in the document including but not limited to reports, tables, maps, diagrams and photographs.
However, AMETS accepts no responsibility where information provided by a third party that is relied on in good faith proves to be inaccurate or incomplete.
AMETS gives no assurance or warranty that information in this document is current and takes no responsibility for matters, arising from changed circumstances or other information or material which may affect the accuracy or currency of information in this document.

Scope of Report

For the purposes of this Report, the following information was obtained, and enquiries made in relation to the Tenements as follows:
9.1 Ministers Certificates, a true extract of the data in the Register of Titles were purchased from the Department of Industry, Tourism and Trade ( DITT ) for each of the subject tenements on 14[th] June 2022.
9.2 GIS data identifying the boundaries of each of the tenements was downloaded from STRIKE Platform belonging to DITT to identify the location and underlying land status.
9.3 Search requests were made on 14[th] June 2022. Eleven of the completed reports were received on 16 June 2022 from the Aboriginal Areas Protection Authority (AAPA) to identity any existing

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registered or recorded sacred sites, or restricted work areas located within the tenement areas. Completed reports for EL32285 and EL32295 were received on 17 June 2022.

9.4 A search on the existence of Native Title was undertaken which resulted in no Native title over the area.
9.5 A search of the existence of Aboriginal Freehold land was undertaken which resulted in the following applications EL32280, EL32284 & EL32965 being over Aboriginal Freehold land.
9.6 Land Title NT Parcel numbers were confirmed with STRIKE – an online platform within DITT. A Land Search was conducted on 15 June 2022 through the NT Government ILIS system.
9.7 A search on Dealings was undertaken and there was no evidence of any existing.
9.8 A review of general conditions and statutory requirements for each tenement.
9.9 A review of the DITT correspondence.

Assumptions

The following assumptions have been made in the preparation of this Report:
10.1 the searches, reports and other documentation obtained from the various sources relied on to prepare this Report are correct as at the date obtained.
10.2 the Ministers administering the relevant Acts and each of their delegates have been validly appointed and have acted within the scope of their power, authority and discretion in granting the tenements and are able and willing to grant any required consents and approvals under relevant legislation.

Qualifications

This Report provides a comprehensive review of the requirements of the Mineral Titles Act 2010 (MTA) (NT) only as relevant to the Tenements and refers to related legislation only as relevant to the Tenements. The Report is not intended to be relied upon for purposes other than as stated.
Every effort has been made to ensure the accuracy of this report. AMETS accepts no liability for any error or omission and can take no responsibility if conclusions of this report are based on incomplete or misleading data. AMETS and the authors are independent of the Company and have no financial interests in Company or any associated companies. AMETS is being remunerated for this report on a standard fee for time basis, with no success incentives.

DESCRIPTION AND STATUS OF THE TENEMENTS – Schedule 1

There are ten (10) granted Exploration Licence (EL) and three (3) Exploration Licence applications (ELA):

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Figure 1

EL32281, 32282, 32283, 32285 & 32286 were applied for on 4 October 2019 and granted on 23 September 2020 for terms of six (6) years and all fall over Pastoral Land (Refer Clause 44.7 to 4.9). All tenements are located East of Tennant Creek as shown in Figure 1.
EL32295 & 32296 were applied for on 7 October 2019 and granted on 23 September 2020 for terms of six (6) years and fall over Pastoral Land. Both tenements are located directly East of Tennant Creek as shown in Figure 1.
EL32964 was applied for on 22 October 2021 and granted on 30 May 2022 for a term of six (6) years and falls over Pastoral Land. As the tenement is only one (1) block a condition of grant is that EL32964 be amalgamated with EL32283. An application to amalgamate EL32283 & EL32964 is being prepared.
Exploration Licence Applications 32280 and 32284 were applied for on 4 October 2019, each for six (6) years and both fall over Aboriginal Freehold Land. Both tenements are located South East of Tennant Creek as shown in Figure 1.

On 15 April 2020 the Company received acknowledgement from DITT that the Central Land Council acknowledged receipt of the Company’s applications for consent to grant of both applications and the negotiating period expires on 31 October 2022. An offer have been received from the CLC to extend the negotiating period for both titles by 24 months to 31 October 2024, the letter has been signed on behalf of the Company and lodged with the CLC and are waiting for confirmation from the CLC. During this negotiating period the Central Land Council will arrange a meeting for the Company to present their proposal to the Aboriginal traditional owners and to actively progress negotiations. It is the understanding of AMETS that CLC has not arranged the first meeting. It is not crucial in this period for an agreement to be reached in order for the Tenements to be granted. If a

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meeting has not been able to be arranged during this period, the Land Council will enter into an extension by mutual agreement with the applicant.

EL32820 was applied for on 13 August 2021 and was advertised in the NT News and Koori Mail on 12 January 2022. The objection period finished on 12 May 2022 with no objections. EL32820 was granted on 16 June 2022 for a term of six (6) years. As a condition of grant for EL32820 is that it needs to be amalgamated into EL32295. An application to amalgamate is being prepared.
EL32821 was applied for on 13 August 2021 and was advertised in the NT News and Koori Mail on 26 January 2022. The objection period finished on 26 May 2022 with no objections. EL32821 was granted on 21 June 2022 for a term of six (6) years.
EL32965 was applied for on 22 October 2021 and was advertised in the NT News on 1 December 2021. The title is currently going through the Consent to Negotiate process with the Central Land Council (CLC). The Consent Documents were lodged with the CLC on 8 April 2022 and an acknowledgement email was received.

OWNERSHIP OF THE TENEMENTS – Schedule 1

Registered Holding 100%

Knox Resources Pty Ltd (the Company) is the sole owner for all Tenements listed under Schedule 1. Ministers Certificates, a true extract of the date in the Register of Titles, confirms the ownership of the Tenements.

Registered Third Party Interests/Encumbrances

The MTA allows for the registration of interests on tenements. A review of the Minister’s Certificates shows there were no registered Third-Party Interests/Encumbrances.

Agreements

Land access agreements are only required when the title is over pastoral land and are a requirement for proposed disturbance on exploration licences.
The Company has an agreement with Dalmore Downs station to access EL32295.

Northern Territory Tenements

The Legislative Framework

Tenements

The Mineral Titles Act 2010 (NT) (the MTA ) and associated Mineral Titles Regulations 2011 ( MTR ) provide the framework under which exploration and mining activities may occur. No such activities can occur without holding the required granted tenement. The requirements of the MTA and MTR are comprehensively detailed further within this Report.

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Authorisation under The Mining Management Act

Once a Tenement is granted and prior to commencing any exploration activities that is likely to cause substantial disturbance of the ground, it is a condition of a Tenement that the holder must apply for an Authorisation called a Mining Management Plan ( MMP ) under the Mining Management Act.
The MMP must detail areas that will be disturbed; the various stages of the specific activities proposed; how the area will be managed and rehabilitated; how activities will be carried out to prevent or minimise harm to the environment; and reflect the conditions of approval under environmental regulations and any other relevant approvals.
Once the Authorisation is approved, prior to commencing activities, a Security Bond is required to be paid.
Once an MMP is approved, MMPs must be reviewed annually. If there are additional proposed works outside of what has been previously approved, then an updated MMP must be lodged.
To apply for a new Authorisation under a new Operator, a new MMP must be submitted to DITT.
MMP Authorisation number A1089-01 (Georgina Basin IOCG Project) was granted on 11 August 2021 for EL32281, 32282, 32283, 32285, 32286, 32295 & 32296. With an update due to be lodged by 11 August each year.

Private land

Pursuant to s17 of the Mineral Titles Act (MTA), a person may enter land to conduct preliminary exploration in accordance with Part 2 of the MTA.
Under s21 of the MTA landowner consent is required in relation to preliminary activities on private land, and where consent is granted the landowner may impose reasonable conditions in the entry and use of the land.
The landowner may not withhold consent for preliminary activities and any dispute may be referred to the Land, Planning and Mining Tribunal (LPMT).
As per Clause 17 above, the Company have advised there is a landowner agreement.
A Permit to Enter is required to search for minerals on private property such as farmland. You can apply for the Permit using either Mineral Titles Online or Form 2 of the Mining Act 1978. Contact with the landowner should be made prior to entry. Schedule 1 references the land type underlying each title.

Aboriginal Areas Protection Authority

The Aboriginal Areas Protection Authority (AAPA) is a statutory body established under the Northern Territory Aboriginal Sacred Sites Act (NTASSA) and has the responsibility to administer the Act.
“An Act to effect a practical balance between the recognised need to preserve and enhance Aboriginal cultural tradition in relation to certain land in the Territory and the aspirations of the Aboriginal and all other peoples of the Territory for their economic, cultural and social advancement…”
What is a sacred site? “a site that is sacred to Aboriginals or is otherwise of significance according to Aboriginal tradition…” Hills, rock outcrops, waterholes, trees, reefs, and other natural features may be sacred sites Ochre places, burial sites, rock art sites and ceremony grounds may also be sacred sites.

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The Register of Sacred Sites holds Comprehensive information for “registered” sites entered in the Register of Sacred Sites Entered at request of Aboriginal custodians Sites are mapped and fully researched, before Board review & approval.
Information from Records - an Abstract (Information from Records) will identify: Registered and recorded sites are comprehensively documented; including boundary & location Recorded sites made known to AAPA from a variety of sources. In many cases the AAPA has not been able to assess the accuracy of recorded sites information, nor have these sites been fully mapped. Restricted Work Areas – information on areas where proposed works may have been constrained by site protection conditions.
It is an offence under the NTASSA to enter or remain on a sacred site, carry out unauthorised works on a sacred site (i.e. damage), desecrate a sacred site; or carry out works which contravene the conditions of an Authority Certificate.
AMETS requested an Abstract of Records for each Tenement from AAPA.
Below is summary of the AAPA Abstract of Records for each title:
EL32281 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
- There are currently no restricted work areas in the title which are provided for in an Authority Certificate.
EL32282 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
- There are currently no restricted work areas in the title which are provided for in an Authority Certificate.
EL32283 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
- There are currently no restricted work areas in the title which are provided for in an Authority Certificate.
EL32284 – There are currently no registered sacred sites located within the title.
- There are recorded sacred sites located within the title.
- There are currently no restricted work areas in the title which are provided for in an Authority Certificate.
EL32285 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
- There are currently no restricted work areas in the title which are provided for in an Authority Certificate.

The Authority has not previously issued any Authority Certificates or undertaken any consultation in respect of sacred sites within the title, therefore, the Authority has no records in relation to the parcel of land.

EL32286 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in an Authority Certificate.

EL32295 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.

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There are currently no restricted work areas in the title which are provided for in an Authority Certificate.

EL32296 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in an Authority Certificate.
EL32964 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in an Authority Certificate.

EL32280 – There are currently no registered sacred sites located within the title.
There are recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in an Authority Certificate.
EL32820 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in a Authority Certificate.
EL32821 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in a Authority Certificate.
EL32965 – There are currently no registered sacred sites located within the title. There are currently no recorded sacred sites located within the title.
There are currently no restricted work areas in the title which are provided for in an Authority Certificate.

The AAPA Abstract of Records provide maps identifying the location of the registered and/or recorded sacred sites as well as the restricted work areas.
Prior to any work being undertaken, it is a requirement that an Authority Certificate be granted.
It is to be noted that AAPA advises in the abstract, they may not be aware of other sacred sites within the parcel of land the Tenement covers. AMETS recommends requesting another abstract prior to undertaking exploration activities to ensure protection of Aboriginal cultural heritage within defined work areas.
It should be noted that extinguishment of native title in areas has no bearing on the potential existence of registered or unregistered Aboriginal heritage sites or places within those areas.

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Work Health and Safety

Mining occupational health and safety in the Northern Territory is administered by NT WorkSafe. Under the Work Health and Safety (National Uniform Legislation) Act 2011 (the WHS Act ), Regulations 34 and 35 the mining operator is to identify and manage all reasonably foreseeable hazards that could give rise to risks to health and safety. Chapter 10 of the WHS Regulations requires the submission of a certified Risk Management Plan (RMP) for the mine site (Regulation 612). Regulation 614 requires the mine operator review the risk management plan when new risks are identified, or, there is a change in control measures for managing risks to health and safety at the mine site.
Astro Resources NL will be required to prepare and submit their own Risk Management Plan.

Forms of Land Tenure in Northern Territory

There are three (3) main types of land tenure in the NT: NT Freehold; Aboriginal freehold; and Pastoral Lease.
An application for any form of tenure in the NT may be made over any land in the NT by following the relevant procedures set out in the legislation. In some cases, there may be a valid reason for an application to be refused over certain areas. Special conditions apply to Aboriginal Freehold Land.

Aboriginal Freehold Land

44.1 Aboriginal freehold land makes up to approximately 50% of the land area in the Northern Territory. Aboriginal land came into existence in 1976 when the Aboriginal Land Rights (Northern Territory) Act was passed.
44.2 Any application to explore for minerals or petroleum on Aboriginal freehold land is required to be negotiated through the process under the Aboriginal Land Rights (Northern Territory) Act.
44.3 Grant of a tenement on Aboriginal freehold land will only proceed after successful consultation with the Aboriginal traditional owners through their representative land council, and an agreement reached.
44.4 The traditional owners have the right to refuse access to their land or refuse permission for exploration. If refused, the application goes into a five (5) year moratorium period and once expired, a new proposal needs to be lodged within 30 days to recommence negotiations.
44.5 The traditional owners are represented in negotiations by their relevant land council. There are four in the NT: Northern Land Council; Central Land Council; Tiwi Land Council; and Anindilyakwa Land Council. The Tenements subject to this Report fall within the area of the Northern Land council.
44.6 ELA32280, ELA32284 & ELA32965 fall over Aboriginal Freehold Land.

Pastoral Land

44.7 Pastoral leasehold is land which is owned by the government and leased to a private individual or company for pastoral purposes. This may include cattle grazing, crop growing or pastoral based tourist activities.
44.8 Pastoral land can be subject to native title.
44.9 EL32281, EL32282, EL32283, EL32285, EL32286, EL32295, EL32296 & EL32964 reside over Pastoral Land.

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NT Freehold Land

44.10 Freehold land, sometimes referred to as a grant in fee simple or estate in fee simple, means the government has passed all interest in the land, other than resources, onto the owner.
44.11 An example of freehold land is the average house block in a city or town.
44.12 Freehold land is not affected by native title.
44.13 Tenement in this report do not reside over NT Freehold Land.

Native Title

Applications for exploration and/or mining on Pastoral Lease land may be subject to the Native Title Act (NTA) 1993 . Applications for Exploration Licences are advertised under the NTA Expedited Procedure. Exploration licence applications (ELA) advertised under the expedited procedure will be subject to conditions to protect the rights and interests of the Native Title Parties pursuant to NTA s.237.
The Department ensures legislative compliance and that the public notification processes for each application are met.
Following public notification, a period of 4 months is allowed for registered Native Title Claimants to lodge an objection to the expedited process with the National Native Title Tribunal (NNTT).
The NNTT is the arbitral body responsible for conducting hearings, mediations and arbitration matters in the Northern Territory.
Where NO objections are lodged the exploration licence application is granted.
A search of STRIKE confirmed that there are No Native Title Determination over the tenements.

Ownership of minerals within the Northern Territory

All minerals located in the Territory (except for certain prescribed substances including uranium) are the property of the Northern Territory Crown. Section 3 of the Minerals Acquisition Act 1953 (NT) (previously the Minerals Acquisition Ordinance 1953 (NT)) (Minerals Acquisition Act) vested the following in the Crown of the Commonwealth: "All minerals existing in their natural condition, or in a deposit of waste material obtained from any underground or surface working, on or below the surface of any land in the Territory not being minerals, which, immediately before the commencement of this Act, were the property of the Crown or of the Commonwealth, are, by force of this Act, acquired by, and vested absolutely in, the Crown in right of the Commonwealth."
From 1 July 1978, pursuant to section 69 of the Northern Territory (Self Government) Act 1978 (Cth) the Crown of the Northern Territory holds all the interests of the Commonwealth in the minerals referred to in section 3 of the Minerals Acquisition Act.
The definition of "mineral" in section 2 of the Minerals Acquisition Act includes "all mineral substances, gold, silver, copper, tin and other metals, ores or other substances containing metals or minerals, and gems, precious stones, coal, shale, mineral oils and valuable earths and substances.
Uranium however is treated differently from other minerals. The ownership of uranium (and other prescribed substances) in the Territory was vested in the Commonwealth Crown under the Atomic Energy Act 1953 (Cth), and under the Mineral Titles Act the Territory Minister must exercise his powers in relation to prescribed substances in accordance with the advice of the Commonwealth Minister at the time.

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Definition, Holder Rights and Responsibilities for an Exploration Licence

Definitions and key conditions and other additional statutory obligations that must be met in relation to the Tenements are noted here.

Definition for an Exploration Licence (EL)

An EL is a mineral title that allows the title holder the right to occupy the title area and the exclusive right to conduct exploration for minerals in the title area and other activities specified by the Act and the exclusive right to apply for a mineral lease for all or part of the title area.
The rights of the title holder may be exercised only during the period of the EL is in force and in accordance with the Act and conditions of the EL.

General Conditions of an Exploration Licence

An EL holder must comply with the conditions attaching to an ER (including minimum expenditure requirements (see section 6.3) and any additional conditions imposed by the Minister.
An EL holder must also provide the Minister with an annual expenditure and technical reports. Refer to Clauses 80 and 81.
Upon grant, the EL holder must comply with any conditions attached to the EL as imposed by the Minister or as prescribed by the Mineral Titles Act and Mineral Titles Regulations (see section 6.2).
In that regard, under the specific conditions imposed on an EL the holder must give underlying landowners or occupiers of the title area (where applicable) 14 days' notice prior to commencing activities under the EL.
This notice, that must be given in accordance with the Mineral Titles Regulations, must note the EL holder's intention to start conducting activities and to enter onto the EL area to conduct activities; carry out the work necessary for the discovery and assessment of the value of the minerals in accordance with the relevant technical work program; comply with minimum expenditure requirements.
Within 28 days of a discovery, give the Minister notice of a discovery of: (i) a mineral of economic or scientific interest; and (ii) underground water (and provide samples and data upon request). Only extract or remove substances that are authorised to be extracted or removed; and only sell minerals discovered in the title area if the sale has been approved by the Minster.

Maximum Area and Term

The maximum area for an EL is 250 blocks.
An EL may be granted for a maximum term of six (6) years and may be renewed for periods of up to two (2) years. There are no restrictions on the maximum number of renewals allowed.

Exploration Area and Exclusions

The EL area is expressed in Blocks
EL areas are granted exclusive of some land types such land vested in the Commonwealth of Australia; under mining reserve which excludes the grant of a particular type of tenement; or land located within a national park, regional park, historic site, nature reserve, conservation area or Aboriginal area established under the Aboriginal Land Rights (Northern Territory) Act .

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Overlapping Tenements

Some States of Australia allow for Exploration Licences for different Groups of mineral types to be applied for and overlap other ELs. There is no provision in the Northern Territory legislation to allow for this. An Exploration Licence in the Northern Territory includes all mineral types.

A search of STRIKE has been conducted on the titles, which has confirmed that there are no Petroleum or Geothermal Titles that overlap the titles.

Annual Rent and Administrative Levy

The Annual Rent rate for ELs is calculated per block. Payment is due by the anniversary date. Rental rates vary depending on the type of tenement and are not subject to Goods and Services Tax.
As of 1 July 2022, rent for Exploration Licences are:
Year 1 and 2 $39 per block
Year 3 and 4 $78 per block
Year 5 and 6 $158 per block
Subsequent years $222 per block
The Annual Administrative Fee is an annual liability payable for each tenement at the time being offered the grant of the tenement and by each anniversary date thereafter. The current Annual Administrative fee for each EL is currently $317 per annum.
Rent and Administrative Fees are exclusive of Goods and Services Tax.
Non-payment of rent and administrative fees will result in cancellation of the tenement.
Each year the rents and fee may increase due to the value of a revenue unit changing.

Renewal of Tenements

An application to renew an EL should be lodged with DITT three (3) months prior to the expiry date however may be lodged up to the expiry date.
When applying for a Renewal for an EL, the term is two (2) years and the number of renewals permitted is unlimited.
Renewal of a tenement is not an automatic right. Sufficient justification must accompany an application to renew. Various factors are considered by DITT before approving a renewal. Some examples of what the DITT review is compliance history, financial capability of the Registered Tenement Holder and forward exploration program.
Where an application to renew a tenement remains undecided at the expiry date of the tenement, the tenement continues to remain in force until determined. The renewal will take effect from the date the renewal is granted.

Grounds for Cancellation

Other than at the request of the holder of the tenement, a tenement may be cancelled where a provision of the Act, or condition of the tenement has been contravened; the holder provides false or misleading

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information in an application or report in relation to the tenement; the holder fails to pay compensation in relation to any licence granted under ALRA; if the holder is convicted of any offence relating to mining or minerals; for failing to use the land for a purpose other than which the tenement has been granted; conducting exploration or mining without a title or outside title boundaries; obstructing an official doing their job; or if the decision maker is satisfied the land is required for a public purpose.

EL Exploration Program and Expenditure

The holder must carry out the proposed exploration activities specified for each year of a licence. The estimated expenditure to complete the activities proposed for each year is recorded within the work program. This annual submission provides an opportunity to review and vary the work program as proposed where justified.

Reporting: Annual, Final & Group

Annual Exploration/Geoscientific Reports (Annual Technical Report) are submitted annually and due within 60 days of the anniversary.
Expenditure from Activities for the previous year is reported annually and due within 30 days for EL’s of the anniversary date. Proposed Expenditures for the oncoming year is to be submitted at the same time.
All geological, geophysical, and geochemical activities, and associated data must be included in the report and in the approved format.
Late lodgement fees are 100 revenue units per week or part thereof. In this financial year, this equates to $124 per week. As of 1 July 2022 the late lodgement fee will increase to $127 per week.
Final reports which provide a summary of each annual report are due on all tenements upon expiry or full relinquishment of the tenement. The reports are due the day after the expiry/relinquishment date and are due to be lodged within 60 days from that date.
Application for extension for lodgement of reports can be made up to and including the due date.
Group Reporting to include more than one Exploration Licence within the same project area, can be applied for.
Group reports do exist for the above-mentioned tenements.

Security Deposit

After the grant of a title and prior to substantial disturbance, a security deposit is required at the time a Mining Management Plan is approved. No substantial disturbance can be undertaken until the security deposit has been paid.
DITT currently holds a security for Authorisation 1089-01 (A1089-01) – Knox Resources Pty Ltd – Georgina Basin IOCG Project. There is an annual levy (currently 1% of total security held as @ 1 July) per year. There are no outstanding levy invoices. The Purchaser would be required to lodge a replacement security for their new MMP. Refer to Clauses 19 to 24.

Opinion & Recommendations

In relation to the Tenements the subject of this Report, we confirm that the Knox is the sole registered holder of the Tenements.

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Confirmation from the Department has been received advising that all titles are in good standing. All rents and fees have been paid to date and all reports have been submitted and approved by the Department. Based on this advice and on reviewing the Minister’s Certificates, AMETS are of the opinion that all tenements are compliant under the Mineral Titles Act 2010 (NT) and Mineral Regulation 2011 (NT).
AMETS has taken all due care in reviewing and assessing the information available for the tenements and are able to confirm that all Knox titles are compliant with the Acts and Regulations within the Northern Territory.
Please refer to Clauses 70 and 71 for ongoing rent and administrative fees for the Tenements as well as Schedule 1. Rents and administrative fees will increase with CPI. As ELs are reduced, this will also change future fees.
A land access agreement has been completed for A1089-01. It is recommended that a copy of this is sourced from Knox Resources. Refer to Clauses 17 and 28.
With regards to further works, it is recommended to undertake further sacred site searches and clearances. Refer Clauses 39 and 40.
An RMP will need to be lodged with NT Worksafe. Refer the Clause 41.
A replacement security will need to be lodged if Astro Resources NL decides to proceed with the acquisition and lodge an MMP. Refer to the Clauses 89 and 90.
Astro Resources NL will be required to prepare and submit their own Risk Management Plan. Refer to Clause 41.

SCHEDULE 1 FORMS PART OF THIS REPORT

Schedule 1 – Tenement Register

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Tenement	Holder	Share Held	Current Area	Area Units	Application Date	Grant Date	Expiry Date	Renewal Start Date	Next Renewal Due	Year of Licence	Internal Status	Notes
EL32280	Knox Resources Pty Ltd	100%	208	Blocks	4/10/2019	-	-	-	-	-	Application	Negotiating period expires 31/10/22. On Country Meeting to be rescheduled
EL32281	Knox Resources Pty Ltd	100%	16	Blocks	4/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32282	Knox Resources Pty Ltd	100%	250	Blocks	4/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32283	Knox Resources Pty Ltd	100%	128	Blocks	4/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32284	Knox Resources Pty Ltd	100%	238	Blocks	4/10/2019	-	-	-	-	-	Application	Negotiating period expires 31/10/22. On Country Meeting to be rescheduled
EL32285	Knox Resources Pty Ltd	100%	225	Blocks	4/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32286	Knox Resources Pty Ltd	100%	208	Blocks	4/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32295	Knox Resources Pty Ltd	100%	140	Blocks	7/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32296	Knox Resources Pty Ltd	100%	35	Blocks	7/10/2019	23/09/2020	22/09/2026	22/06/2026	22/09/2026	2	Granted	-
EL32820	Knox Resources Pty Ltd	100%	4	Blocks	13/08/2021	16/06/2022	15/06/2028	15/03/2028	15/06/2028	1	Granted	To be amalgamated with EL32295
EL32821	Knox Resources Pty Ltd	100%	2	Blocks	13/08/2021	21/06/2022	20/06/2028	20/03/2028	20/06/2028	1	Granted	Objection period expires 26/05/2022.
EL32964	Knox Resources Pty Ltd	100%	1	Blocks	22/10/2021	30/05/2022	29/05/2028	29/02/2028	29/05/2028	1	Granted	Application must be amalgamated with EL32283 upon grant
EL32965	Knox Resources Pty Ltd	100%	12	Blocks	22/10/2021	-	-	-	-	-	Application	Application must be amalgamated with EL32284 upon grant
1467

subject to CPI increase

^ Reductions for EL – 50% in year 2, 4 and 6 only. An exemption can be requested if Holder can justify / demonstrate compliance

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SCHEDULE 3– LOAN FUNDED SHARE PLAN RULES: SUMMARY

The key terms of the Loan Funded Share Plan Rules are summarised below:

Item	Subject matter	Description
1.	Eligibility	The Plan is open to eligible persons determined by the Board, which is defined to include: a. any current or prospective director, full-time employee or part- time employee of the Company or one of its subsidiaries; and b. certain current or prospective contractors and casual employees that are engaged by the Company or one of its subsidiaries for a number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the body. Where such a person accepts an invitation by the Board to participate in the Plan, he or she will become a “Participant” under the Plan.
2.	Administration of Plan	The Plan will be administered by the Board. The Board has a broad discretion with respect to the operation of the Plan and may, for example, waive performance conditions, vesting conditions and disposal restrictions (unless such waiver is excluded by the terms of issue of the relevant Plan Shares). Where the Participant cannot dispose of the Plan Shares they have been issued with (for example, because those Plan Shares are subject to performance conditions, vesting conditions or disposal restrictions, or where the loan advanced by the Company to the Participant to fund the acquisition of those Plan Shares has not been repaid), the Board may in exercise of its discretion resolve that the Participant may dispose of all or some of their Plan Shares notwithstanding those conditions, restrictions or other circumstances. The Board willnotwaive any performance conditions, vesting conditions or disposal restrictions applying to Plan Shares granted to directors of the Company, or any other person who is subject to Listing Rule 10.11 in relation to the Company, without the prior approval of Shareholders in accordance with the requirements of the Listing Rules.
3.	Securities to be issued	The Plan authorises the Board to issue “Performance Shares”, which are shares in the issued capital of the Company that have the same rights as those attaching to fully-paid ordinary shares of the Company except that until their conversion in accordance with the Plan Rules, they do not confer any: a. right to vote, except as otherwise required by law; b. entitlement to a dividend, whether fixed or at the discretion of the Board; c. right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise; d. right to participate in the surplus profit or assets of the entity upon a winding up; e. right to participate in new issues of Equity Securities such as bonus issues or entitlement issues. Upon satisfaction of any applicable performance conditions, Performance Shares issued under the Plan will automatically convert into fully-paid ordinary shares in the issued capital of the Company (i.e. “Converted Shares”) at a conversion ratio of 1:1.

162

Item	Subject matter	Description
		Converted Shares will rank equally with all other Shares on issue as at the time of conversion, including in respect of all rights issues and bonus issues. Where the context permits, Performance Shares and Converted Shares are referred to collectively in this Notice as “Plan Shares”.
4.	Maximum number to be issued	The maximum number of Performance Shares that may be issued under the Plan is equal to 5% of the total number of issued Share capital from time to time (Plan Limit).
5.	Invitation and grant	The terms of a particular grant will be set out in the invitation letter to an eligible person.
6.	Issue price	The issue price of Performance Shares will be determined by the Board at the time of the relevant offer. The acquisition of Performance Shares may be funded by an interest free, limited recourse loan from the Company to the relevant Participant for the aggregate issue price of those Plan Shares (Loan).
7.	Loan and security interest	The Loan will be a limited recourse loan, limited to the proceeds of disposal of a Participant’s Plan Shares or if the Plan Shares are forfeited, the forfeited shares. A more detailed summary of the key terms the pro-forma Loan Agreement under which any such Loan will be made, is set out in Schedule 4. Where a Loan is granted, the Company will have a first and paramount lien over the Plan Shares to which that Loan relates. Those Plan Shares will be subject to a holding lock to prevent their disposal in a way which is contrary to the Plan Rules.
8.	Vesting conditions, performance conditions and disposal restrictions	The Board will apply vesting conditions and other restrictions on Plan Shares issued to a Participant under the Plan. Such vesting conditions could include performance conditions and time-based vesting conditions. Unvested Plan Shares are subject to disposal restrictions, and therefore cannot be sold, transferred, encumbered, be the subject of an option or otherwise dealt with by the Participant while unvested. Disposal restrictions will continue to apply to Plan Shares that have vested, until any Loan granted in respect of them has been repaid in full.
9.	Quotation	The Company will not seek quotation for any Performance Shares issued under the Plan on the ASX, but will, on their conversion, apply to ASX for official quotation of the resulting Converted Shares in accordance with the requirements of the Listing Rules.
10.	Term and expiry	Unless otherwise determined by the Board and subject to the Listing Rules, a parcel of Plan Shares will: a. expire at the end of their term, if any of the performance conditions, vesting conditions and/or disposal restrictions applicable to those Plan Shares have not been satisfied or waived by the Board (including if any amount remains outstanding under any Loan in relation to those Plan Shares); and b. once expired, be bought back by the Company in a single tranche for a total consideration of $10.00 within a reasonable time after expiry. The expiry date of a Plan Share will be as determined by the Board and specified in the invitation letter, and will be no longer than 60 months after the grant date of that Plan Share.

163

Item	Subject matter		Description
11.	Bad leaver		A Participant will be a “Bad Leaver” if he or she: a. breaches a non-compete or non-solicit or similar restrictive covenant owed to the Company or any of its subsidiaries after he or she ceases to be employed or engaged by, or be a director or advisory board member of, the Company or any of its subsidiaries. b. ceases to be employed or engaged by, or be a director or advisory board member of, the Company or any of its subsidiaries, in connection with, or during the course of their employment or engagement (as applicable) commits: i. a fraud, a theft or an act of dishonesty; ii. an indictable offence other than a traffic offence, which the Board resolves is detrimental to the interests of the Company; iii. serious or persistent breach of duty or serious or persistent neglect of duty; or iv. serious misconduct, including: A. refusing or neglecting to comply with any lawful and reasonable direction given to the Participant by the Board or CEO; B. wilfully or recklessly damaging or causing the loss of any property of the Company or any of its subsidiaries or property on the premises of the Company or any of its subsidiaries; C. wilfully or recklessly risking someone else’s health or the business of the Company or any of its subsidiaries; or D. falsifying the records, documents or materials of the Company or any of its subsidiaries; or v. in the case of a consultant, director or advisory board member, ceases to be engaged by the Company or a subsidiary for one or more actions or omissions defined as “disreputable” or such similar term under, or which constitute a similar material breach of, the person’s appointment letter or engagement or service agreement. Vested Plan Shares Upon becoming a Bad Leaver, unless the Board determines otherwise, the relevant Participant will be entitled to retain all Plan Shares issued to them where all of the performance conditions, vesting conditions met and/or disposal restrictions have been satisfied or waived by the Board (including that all amounts outstanding has been repaid under any Loan in relation to those Plan Shares). Unvested Plan Shares All Plan Shares issued to the relevant Participant which have not vested as at the date of termination of that Participant’s employment or engagement, i.e. where all or any of the performance conditions, vesting conditions and/or disposal restrictions attaching to those Plan Shares have not been satisfied or waived by the Board, will be automatically surrendered in accordance with the Plan Rules and then may be sold to a third party, unless the Board determines otherwise.
12.	Good leaver		A Participant will be a “Good Leaver” where he or she ceases to be employed or engaged by, or be a director or advisory board member,

164

Item	Subject matter	Description
		of the Company or one of its subsidiaries and he or she is not a “Bad Leaver”. Vested Plan Shares Upon becoming a Good Leaver, unless the Board decides otherwise the relevant Participant will be entitled to retain all Plan Shares issued to them where all of the performance conditions, vesting conditions and other disposal restrictions have been satisfied or waived by the Board (including that all amounts outstanding has been repaid under any Loan in relation to those Plan Shares. Unvested Plan Shares In the case of unvested Plan Shares (i.e. where all or any of the performance conditions, vesting conditions and/or disposal restrictions attaching to those Plan Shares have not been satisfied or waived by the Board), the Board may determine how they will be dealt with including: a. allowing some unvested Plan Shares to be held by the Participant and be subject to any ongoing performance conditions and/or vesting conditions; b. undertaking a buy-back of some or all or the unvested Plan Shares in accordance with the Plan Rules; or c. requiring that any remaining unvested Plan Shares be automatically surrendered by the Participant in accordance with the Plan Rules.
13.	Change of control	A “Change of Control Event” occurs where a person or entity that did not control the Company at the relevant time becomes: a. a legal or beneficial owner of 50% or more of the issued ordinary share capital of the Company; or b. entitled to, acquires, holds or has an equitable interest in more than 50% of the issued ordinary share capital of the Company. Where a Change of Control Event occurs, unless the Board determines otherwise: a. the Plan Shares held by a Participant will vest where, in the Board’s discretion, the vesting conditions and performance conditions applicable to those Plan Shares have been satisfied and the amount outstanding on any relevant Loan has been repaid, but that vesting will only occur on a pro rata basis based on the period that has elapsed from their grant date to the date of the Change of Control Event when compared to the overall vesting period; and b. any Plan Shares held by a Participant which the Board determines will not vest will be automatically surrendered by that Participant in accordance with the Plan Rules.
14.	Fraud	The Company may take action against a Participant personally to recover any shortfall in the amounts owing to it to the extent that the shortfall (whether directly or indirectly) arises as a result of the Participant’s fraud, deceit or wilful default in connection with an Offer Document.
15.	Reorganisation events	The Company will procure that in a reorganisation, the terms of the Plan and the number of Plan Shares issued or transferred to any Participant will be varied as determined by the Board to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

165

SCHEDULE 4 – LOAN AGREEMENT FOR PURCHASE OF LOAN SHARES: SUMMARY

The key terms of the pro-forma Loan Agreement that may be entered into by the Company and an Eligible Participant to fund the purchase of Performance Shares ( Relevant Shares ) under the Loan Funded Share Plan are summarised below:

Item	Subject matter	Description
1.	Advance	The Company will advance a loan to the Eligible Participant in an amount equal to the total issue price required to be paid to acquire the Relevant Shares under the Plan. However, such loan is to be applied in satisfaction of the issue price required to be paid to the Company in respect of the Relevant Shares. Therefore, no cash amount will in fact be advanced to the Eligible Participant.
2.	Interest	No interest or fees is payable on the loan.
3.	Repayment	The loan is repayable on the earliest of the following to occur: a. if the Eligible Participant is declared by the Board to be a “Good Leaver”, not later than 6 months of the Eligible Participant's departure date; b. if the Eligible Participant is declared by the Board to be a “Bad Leaver”, on the Eligible Participant's departure date; c. the date that the Board determines that a Change of Control event will occur, or is likely to occur; d. immediately, if the Eligible Participant becomes subject to a bankruptcy application; e. immediately, on termination of the Plan; f. immediately upon the Relevant Shares being surrendered or bought-back or, where they are subject to performance or vesting conditions, the date on which the Board determines that the applicable conditions have not or cannot be satisfied; g. immediately on any breach by the Eligible Participant of the Loan Agreement, Plan Rules, the Constitution or other offer documents, where the breach cannot be remedied or is not remedied within 20 days of the Eligible Participant being notified to do so; h. the expiry of 36 months from the date of issue of the Relevant Shares to the Eligible Participant; and i. such other date that the Company and the Eligible Participant agree in writing, unless otherwise determined by the Board or the terms of the invitation to the Eligible Participant to participate in the Plan otherwise specifies. The Eligible Participant may only make voluntary repayments or prepayments to discharge the loan if any performance conditions and vesting conditions applicable to the Relevant Shares have been satisfied or waived in accordance with the Plan Rules.
4.	Dividends and proceeds of sale	If any dividends are declared and paid on the Relevant Shares, or the Eligible Participant disposes of any of them, the dividend or proceeds of sale will first be applied towards any amount outstanding under the loan.

166

Item	Subject matter	Description
5.	Security	The Company will have a first and paramount lien over that portion of the Relevant Shares that relates to the amount outstanding under the loan. The purpose of the lien is to secure the repayment obligations of the Eligible Participant under the Loan Agreement.
6.	Limited recourse	Except in cases of fraud, deceit or wilful default, the only recourse that the Company has is against the Relevant Shares. This means that if the Eligible Participant is unable to repay the loan in full, the Company has no other right to make a claim against the Eligible Participant. It may only sell or buy back the Relevant Shares, and the consideration will be used to repay the balance of the loan.

167

APPENDIX 1 – PROXY FORM

168

ACN 007 090 904

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LODGE YOUR VOTE ONLINE  https://investorcentre.linkgroup.com BY MAIL  Astro Resources NL C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form relates to the General Meeting of Astro Resources NL ( Company ) to be held at 11:00am (AEDT) on Wednesday, 16 November 202 2 ( Meeting ) and at any postponement or adjournment of the Meeting

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 11:00am (AEDT) on Monday, 14 November 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

BY MOBILE DEVICE

 ONLINE BY MOBILE DEVICE QR Code https://investorcentre.linkgroup.com Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or Login to the Link website using the holding details as shown enter the voting link https://investorcentre.linkgroup.com on the Proxy Form. Select ‘Voting’ and follow the prompts to into your mobile device. Log in using the Holder Identifier lodge your vote. To use the online lodgement facility, shareholders will need their “ Holder Identifier ” - Securityholder and postcode for your shareholding. Reference Number (SRN) or Holder Identification Number (HIN). To scan the code you will need a QR code reader application

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of Key Management Personnel (KMP).

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

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 the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second 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.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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PROXY FORM

I/We being a member(s) of Astro Resources NL ( Company) and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting Name as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy Email

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the General Meeting of the Company to be held at 11:00am (AEDT) on Wednesday, 16 November 2022 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a hybrid event. You can participate by attending in person at Meeting at Level 12, 60 Carrington Street, Sydney, NSW 2000, Australia or logging in online at https://meetings.linkgroup.com/AROGM22 (refer to details in the Virtual Meeting Online Guide). To access the Notice of General Meeting, this can be viewed and downloaded at the Company’s website at https://aro.com.au/

Important for Resolution 7 : If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 7, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

1 Approval of Acquisition of Shares in Knox Resources Pty Limited
2 Election of Director – Anthony Leibowitz
3 Consolidation of Share Capital
4 Ratification of Prior Issue of Tranche 1 Placement Shares under Listing Rule 7.1A
5 Issue of Shares to Mining Investments Limited under Tranche 2 Placement

For Against Abstain *

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For Against Abstain *
6 Issue of Shares to HPG Urban Development Holdings Pty Ltd under Tranche 2 Placement

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7 Approval of Participation of New Director Anthony Leibowitz in Tranche 2 Placement
8 Approval of Issue of Tranche 2 Placement Shares to Unrelated Sophisticated Investors
9 Approval of Issue of Performance Shares to New Director Anthony Leibowitz

The Chairman of the Meeting has determined that voting on all Resolutions will occur by way of poll.

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

ARO PRX2202N

AI assistant

VENARI MINERALS NL — Proxy Solicitation & Information Statement 2022

66012_rns_2022-10-11_41dd321d-343f-4969-b779-cce0def7c7e5.pdf

Notice of General Meeting

Astro Resources NL ACN 007 090 904

CONTENTS

IMPORTANT INFORMATION

Time and place of Meeting

Your vote is important

Defined terms

Voting eligibility

How to vote prior to the Meeting

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

Chair’s intentions in relation to undirected proxies

Corporate representative

Powers of attorney and authorities

Forward looking statements

Required Majority

Questions at the Meeting

PART A – ACQUISITION OF KNOX RESOURCES PTY LIMITED

1. RESOLUTION 1 – APPROVAL OF ACQUISITION OF SHARES IN KNOX RESOURCES PTY LIMITED

2. RESOLUTION 2 – ELECTION OF DIRECTOR – ANTHONY LEIBOWITZ

PART B – SHARE CONSOLIDATION AND ISSUE OF PLACEMENT SHARES

3. RESOLUTION 3 – CONSOLIDATION OF SHARE CAPITAL

4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1A

5. RESOLUTION 5 – ISSUE OF SHARES TO MINING INVESTMENTS LIMITED UNDER TRANCHE 2 PLACEMENT

6. RESOLUTION 6 – ISSUE OF SHARES TO HPG URBAN DEVELOPMENT HOLDINGS PTY LTD UNDER TRANCHE 2 PLACEMENT

7. RESOLUTION 7 – APPROVAL OF PARTICIPATION OF NEW DIRECTOR ANTHONY LEIBOWITZ IN TRANCHE 2 PLACEMENT

8. RESOLUTION 8 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO UNRELATED SOPHISTICATED INVESTORS

9. RESOLUTION 9 – APPROVAL OF ISSUE OF PERFORMANCE SHARES TO NEW DIRECTOR ANTHONY LEIBOWITZ

Dated: Monday 10 October 2022

By order of the Board

Vince Fayad Company Secretary and Executive Director

EXPLANATORY STATEMENT

1. RESOLUTION 1 – APPROVAL OF ACQUISITION OF SHARES IN KNOX RESOURCES PTY LIMITED

1.1 Background

(collectively, Series of Transactions ).

1.2 Proposed Acquisition

1.3 Information on the Georgina Project

East Tennant Project

Ranken Project

Tenements held by Knox

Opinion of SRK Consulting in Independent Geologist Report

1.4 Funding

(collectively, Tranche 2 Placement ).

Table 2

1.5 Effect on capital structure

Table 3

1.6 Issue of Consideration Shares – applicable provisions of the Listing Rules and purpose of approval

1.7 Issue of Consideration Shares – technical information required under Listing Rule 7.3

1.8 Consequences of Resolution 1 being passed

1.9 Consequences of Resolution 1 not being passed

1.10 Voting exclusion

1.11 Recommendation of Directors

2. RESOLUTION 2 – ELECTION OF DIRECTOR – ANTHONY LEIBOWITZ

2.1 Background

2.2 Nominee profile – Anthony Leibowitz

2.3 Conditionality of Resolution

2.4 Recommendation of the Directors

3. RESOLUTION 3 – CONSOLIDATION OF SHARE CAPITAL

3.1 Background

3.2 Effect of Resolution 3 being passed

Table 4

3.3 Consequences of Resolution 3 not being passed

3.4 Recommendation of the Directors

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER ASX LISTING RULE 7.1A

4.1 Background

4.2 Applicable provisions of the Listing Rules

4.4 Consequences of Resolution 4 being passed

4.5 Consequences of Resolution 4 not being passed

4.6 Voting exclusion

4.7 Conditionality of Resolution

4.8 Recommendation of the Directors

5. RESOLUTION 5 – ISSUE OF TRANCHE 2 PLACEMENT SHARES TO MINING INVESTMENTS LIMITED

5.1 Background

5.2 Applicable provisions of the Corporations Act and Listing Rules and purpose of approval

– (a) Corporations Act, Chapter 2E Giving financial benefits to related parties

– (b) Listing Rule 10.11 Issue of securities to a related party

5.3 Technical information in relation to Resolution 5

VENARI MINERALS NL Proxy Solicitation & Information Statement 2022