VENARI MINERALS NL — Proxy Solicitation & Information Statement 2022

Feb 13, 2022

Notice of General Meeting

Astro Resources NL ACN 007 090 904

Date of Meeting: 22 March 2022 Time of Meeting: 11:00 am (AEDT)

Place of Meeting: The Meeting will be held as a virtual meeting, accessible to Shareholders via a live webcast. The online platform will include the 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 vince.fayad@vfassociates.com.au .

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	8
Glossary	15
Schedule 1 – Terms and conditions of the Attaching Options	17
Proxy Form	19

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 11:00 am (AEDT) on 22 March 2022.

In light of the restrictions that have been introduced as a result of the COVID-19 pandemic, the Meeting will be held virtually and webcast live to Shareholders.

Shareholders may be present virtually, vote and ask questions via the online platform at https://meetings.linkgroup.com/AROGM22 . Online registrations for the Meeting will commence at 10:00 am (AEDT) on 22 March 2022. Shareholders are encouraged to register at least 30 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. A copy of the Virtual Meeting Online Guide has also been lodged with ASX.

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.

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 20 March 2022.

How to be present virtually and vote at the Meeting

Shareholders will have the opportunity to be present virtually via a live webcast and 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.

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Voting will be available between the registration open of the Meeting (10:30 am (AEDT) on 22 March 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 20 March 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 vince.fayad@vfassociates.com.au .

In accordance with Rule 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.

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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 20 March 2022. Any forms received after that time will not be valid for the scheduled Meeting.

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Required Majority

All 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 22 March 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 .

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BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – JANUARY PLACEMENT - RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1

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

““That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue under ASX Listing Rule 7.1 of 461,889,226 Shares at an issue price of $0.004 to sophisticated investors under the placement announced on 19 January 2022 ( January Placement ) and 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 1 by or on behalf of any person who participated in the January Placement, or who was a counterparty to the relevant agreement, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution 1 by:

• (a) a person, a 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 – JANUARY PLACEMENT - RATIFICATION OF PRIOR ISSUE OF 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, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue under ASX Listing Rule 7.1A of 376,419,301 Shares at an issue price of $0.004 to sophisticated investors under the placement announced on 19 January 2022 ( January Placement ) and 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 2 by or on behalf of any person who participated in the January Placement, or who was a counterparty to the relevant agreement, or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution 2 by:

• (d) a person, a proxy or attorney for a person who is entitled to vote on this Resolution 2, in accordance with the directions given to the proxy or attorney to vote on this Resolution 2 in that way; or

• (e) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 2, in accordance with a direction given to the chair to vote on this Resolution 2 as the chair decides; or

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

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• (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 2; and

• (ii) the holder votes on this Resolution 2 in accordance with the directions given by the beneficiary to the holder to vote in that way.

3. RESOLUTION 3 – APPROVAL OF ISSUE OF OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 1,676,617,054 Options attaching to the Shares issued in the January Placement ( Attaching Options ), at an exercise price of $0.01, expiring on 21 April 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 3 by or on behalf of any person who is entitled to be issued Attaching Options, or any person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in Company), or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution 3 by:

• (a) a person, a proxy or attorney for a person who is entitled to vote on this Resolution 3, in accordance with the directions given to the proxy or attorney to vote on this Resolution 3 in that way; or

• (g) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution 3, in accordance with a direction given to the chair to vote on this Resolution 3 as the chair decides; or

• (h) 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 3; and

• (ii) the holder votes on this Resolution 3 in accordance with the directions given by the beneficiary to the holder to vote in that way.

4. RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF SHARES TO DRILLRITE LLC

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

““That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue of 102,739,726 Shares at an issue price of $0.004 to Drillrite LLC ( Drillrite ) in consideration for part payment of drilling services provided by Drillrite ( Drillrite Shares ) and 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 Drillrite, or any associates of Drillrite. However, this does not apply to a vote cast in favour of this Resolution 4 by:

• (a) a person, a 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:

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• (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.

Dated: 9[th] February 2022

By order of the Board

Vince Fayad Company Secretary and Executive Director

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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. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES IN JANUARY PLACEMENT UNDER ASX LISTING RULES 7.1 AND 7.1A

1.1 Background

On 19 January 2022, the Company announced that it had secured binding commitments from sophisticated investors for 838,308,527 Shares to raise approximately $3.353 million to be used for the further development of the Company’s Needles and Governor Broome Projects, and for new gold opportunities in Nevada. These Shares were then issued on 28 January 2022 at an issue price of $0.004 ( January Placement ), with each allottee in the January Placement also having, subject to shareholder approval being granted, the right to be issued two attaching Options (see Resolution 3 below).

The Shares issued under the January Placement ( January Placement Shares ) represent 21.68% of the Company’s current share capital.

Of the 838,308,527 Shares in the January Placement:

(a) 461,889 226 Shares, representing approximately 11.94% of the Company’s current share capital, were issued in accordance with ASX Listing Rule 7.1; and

(b) 376,419,301 Shares, representing approximately 9.74% of the Company’s current share capital, were issued under in accordance with ASX Listing Rule 7.1A.

Under Resolutions 1 and 2 Shareholders are asked to ratify the issue of Shares in the January Placement pursuant to ASX Listing Rule 7.4.

1.2 Applicable provisions of the Listing Rules

Listing Rule 7.1 provides that a listed company must not issue or agree to issue Equity Securities that total more than 15% of its fully paid ordinary shares in any 12 month period without the approval of its shareholders ( 15% Placement Capacity ), subject to certain exceptions.

Listing Rule 7.1A provides that, where approved by special resolution of shareholders, a listed company may issue an additional amount of Equity Securities up to a maximum of 10% of its fully paid ordinary shares, in the 12 months following the approval of shareholders ( Additional 10% Capacity ). The Additional 10% Capacity is decreased by the number of Equity Securities already issued during the 12 month period which have not been subsequently approved by shareholders under Listing Rule 7.4. At the 2021 Annual General Meeting of the Company held on 30 November 2021, the Company obtained Shareholder approval by special resolution to issue or agree to issue Equity Securities up to the Additional 10% Capacity over a period ending no later than 30 November 2022.

Any issue by the Company under Listing Rule 7.1A is required to be:

• (a) an existing quoted class of the Company’s Equity Securities;

• (b) issued for cash consideration which is no less than 75% of the VWAP for Equity Securities of that class, calculated over the 15 trading days before:

• (i) the date the price was agreed by the Company and the recipient of the Equity Securities; or

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• (ii) if the Equity Securities are not issued within 10 days of this agreement, the date of issue; and

• (c) stated in the Company’s announcement of its proposed issue to be issued under rule 7.1A,

(collectively, Rule 7.1A Requirements ).

The Rule 7.1A Requirements have been met by the Company.

Listing Rule 7.4 provides that an issue by a listed company of Equity Securities made without shareholder approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1, if the issue did not breach Listing Rule 7.1 and the company’s shareholders subsequently approve it. The notes to Listing Rule 7.4 also state that an issue of Equity Securities made under Listing Rule 7.1A can also be approved subsequently under Rule 7.4, and will then be excluded from calculating the Additional 10% Capacity.

1.3 Purpose of approval

The January Placement Shares in total represent 21.68% of the Company’s current share capital, and as such were issued under a combination of the 15% Placement Capacity and the Additional 10% Capacity in the following proportions:

• (a) 461,889 226 of the January Placement Shares, representing approximately 11.94% of the Company’s current share capital, were issued under the 15% Placement Capacity in accordance with Listing Rule 7.1; and

• (b) 376,419,301 of the January Placement Shares, representing approximately 9.74% of the Company’s current share capital, were issued under the Additional 10% Capacity in accordance with Listing Rule 7.1A and satisfying the Rule 7.1A Requirements.

The January Placement does not fit within any of the exceptions to Listing Rule 7.1 or 7.1A and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up a significant proportion of the 15% Placement Capacity and the Additional 10% Capacity. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 or 7.1A for the 12 month period following the relevant issue date.

The Company is seeking Shareholder approval under Listing Rule 7.4 to the issue of the January Placement Shares so as to refresh its 15% Placement Capacity and its Additional 10% Capacity.

1.4 Technical information required by Listing Rule 7.5

The following information in respect of the January Placement is provided in accordance with Listing Rule 7.5:

• (a) Number of securities issued : The total number of securities issued under the January Placement was 838,308,527 Shares:

• 461,889 226 Shares issued in accordance with ASX Listing Rule 7.1; and

• 376,419,301 Shares issued under in accordance with ASX Listing Rule 7.1A.

• (b) Date on which the securities were issued : The January Placement Shares were issued on 28 January 2022.

• (c)

• Issue price of securities : $0.004 per Share.

• (d) Terms of the securities : The January Placement Shares are fully paid ordinary shares in the Company and rank equally with the Company’s existing shares on

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issue. The Company has applied for official quotation of the January Placement Shares.

• (e) Names of the persons to whom the Company issued the securities: The January Placement Shares were issued to a group of sophisticated investors identified by the Board who were involved in previous opportunities, and a number of supportive shareholders who have supported previous capital raisings undertaken by the Company ( January Placement Investors ). None of the January Placement Investors are related parties of the Company, existing substantial shareholders (other than as mentioned below), advisers, members of the Key Management Personnel, or an associate of such persons.

HPG Urban Development Holdings Pty Ltd, a substantial shareholder in the Company, participated in the January Placement and was issued 192,118,815 Shares in the Company. After the January Placement, HPG Urban Development Holdings Pty Ltd and its associates hold 19.90% of the Shares in the Company.

• (f) Purpose of the issue, including use or intended use of funds raised : The Company intends to use the funds raised through the January Placement towards further development of the Company’s Needles Project and Governor Broome Project, and to take advantage of new gold opportunities in Nevada, as identified in the Investor Presentation dated 18 January 2022.

• (g) Summary of any other material terms of the agreement : apart from the Attaching Options (as described in Resolution 3 below), there were no other material terms associated with the January Placement.

1.5 Consequences of Resolution 1 being passed

If Resolution 1 is passed by Shareholders, the 461,889 226 January Placement Shares issued in accordance with Listing Rule 7.1 will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the January Placement Shares.

The Company will be able to maintain flexibility to issue Equity Securities up to the 15% Placement Capacity and take advantage of any opportunities that may arise in the next 12 months.

1.6 Consequences of Resolution 1 not being passed

If Resolution 1 is not passed by Shareholders, the 461,889 226 January Placement Shares issued in accordance with Listing Rule 7.1 will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the January Placement Shares.

1.7 Consequences of Resolution 2 being passed

If Resolution 2 is passed by Shareholders, the 376,419,301 January Placement Shares, issued in accordance with Listing Rule 7.1A will be excluded in calculating the Company’s Additional 10% Capacity in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the period concluding on 30 November 2022.

The Company will be able to maintain flexibility to issue Equity Securities up to the Additional 10% Capacity and take advantage of any opportunities that may arise in the next 12 months.

1.8 Consequences of Resolution 2 not being passed

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If Resolution 2 is not passed by Shareholders, the 376,419,301 January Placement Shares, issued in accordance with Listing Rule 7.1A will be included in calculating the Company’s Additional 10% Capacity in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the period concluding on 30 November 2022.

1.9 Voting exclusion

A voting exclusion statement for each of Resolution 1 and Resolution 2 is contained in the section of this Notice titled “ Business of the Meeting ”.

1.10 Recommendation of the Board

The Board recommends that Shareholders vote IN FAVOUR of both Resolutions 1 and 2.

2. RESOLUTION 3 – APPROVAL OF ISSUE OF OPTIONS

2.1 Background

On 19 January 2022, the Company also announced that each investor who purchased a January Placement Share would be entitled, subject to approval of Shareholders, to receive two free attaching Options. The Company is therefore seeking the approval of Shareholders for the issue of 1,676,617,054 Options to the January Placement allottees at an exercise price of $0.01 and expiring on 21 April 2022 ( Attaching Options ), pursuant to ASX Listing Rule 7.1.

2.2 Applicable provisions of the Listing Rules and purpose of approval

As noted in Section 1.2 above, Listing Rule 7.1 provides that a listed company must not issue or agree to issue Equity Securities that total more than 15% of its fully paid ordinary shares in any 12 month period without the approval of its shareholders ( 15% Placement Capacity ), subject to certain exceptions.

At the 2021 Annual General Meeting of the Company held on 30 November 2021, the Company also obtained Shareholder approval by special resolution, in accordance with the requirements of Listing Rule 7.1A detailed at Section 1.2 above, to issue or agree to issue Equity Securities totalling up to 10% of the Company’s issued capital at the time of issue or agreement, over a period ending no later than 30 November 2022 ( Additional 10% Capacity ).

The Attaching Options, upon being exercised, would represent approximately 43.36% of the Company’s current share capital, and as such would exceed both the Company’s 15% Placement Capacity and the Additional 10% Capacity.

The Attaching Options do not fit within any of the exceptions to Listing Rule 7.1 or 7.1A, and therefore in order to be validly issued they must be approved by the Company’s Shareholders to avoid breaching Listing Rule 7.1 and 7.1A.

If, in accordance with Resolution 3, shareholder approval is given to the issue of the Attaching Options to the January Placement allottees then no further shareholder approval will be required to the issue of a Share in the Company as a result of that exercise of an Attaching Option.

2.3 Technical information required by Listing Rule 7.3

The following information in respect of the January Placement is provided in accordance with Listing Rule 7.3:

• (a) Number of securities to be issued : The total number of Attaching Options that are proposed to be issued are 1,676,617,054 Options, which upon being exercised by a Shareholder will grant that Shareholder one fully paid ordinary Share in the Company per Option.

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• (b) Date on which the securities are to be issued : The Attaching Options will be issued within five (5) Business Days following the meeting, and in any event will be issued no later than 3 months after the date of the meeting.

• (c) Issue price of securities : There is no consideration payable to the Company for the issue of the Attaching Options. The Attaching Options have an exercise price of $0.01 per Attaching Option.

• (d) Terms of the securities : The Attaching Options will be issued on the terms set out in Schedule 1. Any Shares issued on exercise of the Attaching Options will be fully paid ordinary shares in the Company and will rank equally with the Company’s existing Shares on issue. The Company will not apply for official quotation on ASX of the Attaching Options but will apply for official quotation on ASX of the Shares issued on exercise of the Attaching Options.

• (e) Names of the persons to whom the Company issued the securities: The Attaching Options are to be issued to those persons who participated in the January Placement ( January Placement Investors ). None of the January Placement Investors are related parties of the Company, existing substantial shareholders (except as mentioned below), advisers, members of the Key Management Personnel, or an associate of such persons.

HPG Urban Development Holdings Pty Ltd, a substantial shareholder in the Company, participated in the January Placement and will be entitled to 384,237,630 Attaching Options if Resolution 3 is approved by Shareholders. After the January Placement, HPG Urban Development Holdings Pty Ltd and its associates hold 19.90% of the Shares in the Company.

• (f) Purpose of the issue, including use or intended use of funds raised : The Company intends to use the funds raised through the exercise of the Attaching Options towards further development of the Company’s Needles Project and Governor Broome Project, and to take advantage of new gold opportunities in Nevada and general working capital requirements.

• (g) Summary of any other material terms of the agreement : Other than the terms described in Schedule 1 and as disclosed in this Explanatory Statement, there are no other material terms on which the Attaching Options are being issued.

2.4 Consequences of Resolution 3 being passed

If Resolution 3 is passed by Shareholders, the 1,676,617,054 Options which are proposed to be issued as Attaching Options will be validly issued, as they will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1 and the Company’s 10% Additional Capacity in Listing Rule 7.1A. This also effectively increases the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Attaching Options. The Company will be able to maintain flexibility to issue Equity Securities up to the 15% Placement Capacity and the 10% Additional Capacity and take advantage of any opportunities that may arise in the next 12 months.

2.5 Consequences of Resolution 3 not being passed

If Resolution 3 is not passed by Shareholders, the 1,676,617,054 Options which are proposed to be issued as Attaching Options will be unable to be validly issued, as this issue would exceed the Company’s 15% Placement Capacity under Listing Rule 7.1 and the Company’s 10% Additional Capacity under Listing Rule 7.1A. In such circumstances, the Company would need to enter into further negotiations with the January Placement Investors to determine an alternative commercial arrangement similar to the issue of the Attaching Options.

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2.6 Voting exclusion

A voting exclusion statement for Resolution 3 is contained in the section of this Notice titled “ Business of the Meeting ”.

2.7 Recommendation of the Board

The Board recommends that Shareholders vote IN FAVOUR of Resolution 3.

3. RESOLUTION 4 – APPROVAL OF PRIOR ISSUE OF SHARES TO DRILLRITE LLC

3.1 Background

On 14 January 2022, the Company issued 102,739, 726 Shares at an issue price of $0.004 to Drillrite LLC ( Drillrite ) in consideration for part payment of drilling services provided by Drillrite on the Needles Project totalling approximately $410,959 ( Drillrite Shares ). The terms of the arrangement between the Company and Drillrite are detailed under a subscription agreement dated 14 January 2022 ( Subscription Agreement ). As the Drillrite Shares were issued without disclosure under section 708A(5) of the Corporations Act, the Company also issued a Cleansing Notice on 14 January 2022.

The Drillrite Shares represent approximately 2.65% of the Company’s share capital immediately before the January Placement Shares, or 2.18% of the Company’s current share capital. Resolution 4 is seeking subsequent approval from Shareholders to the issue of the Drillrite Shares pursuant to ASX Listing Rule 7.4.

3.2 Applicable provisions of the Listing Rules and purpose of approval

Listing Rule 7.1 provides that a listed company must not issue or agree to issue Equity Securities that total more than 15% of its fully paid ordinary shares in any 12 month period without the approval of its shareholders ( 15% Placement Capacity ), subject to certain exceptions.

The Drillrite Shares represent 2.65% of the Company’s share capital immediately before the January Placement Shares, or 2.18% of the Company’s current share capital, and were issued under the 15% Placement Capacity in accordance with Listing Rule 7.1.

The issue of the Drillrite Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the Company’s capacity under the 15% Placement Capacity. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the relevant issue date.

Listing Rule 7.4 provides that an issue by a listed company of Equity Securities made without shareholder approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1, if the issue did not breach Listing Rule 7.1 and the company’s shareholders subsequently approve it.

The Company is seeking Shareholder approval under Listing Rule 7.4 to the issue of the Drillrite Shares so as to refresh its 15% Placement Capacity.

3.3 Technical information required by Listing Rule 7.5

The following information in respect of the Drillrite Shares is provided in accordance with Listing Rule 7.5:

• (a) Number of securities issued : The total number of Drillrite Shares issued was 102,739 726 Shares.

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• (b) Date on which the securities were issued : The Drillrite Shares were issued on 14 January 2022.

• (c) Issue price of securities : $0.004 per Share.

• (d) Terms of the securities : The Drillrite Shares are fully paid ordinary shares in the Company and rank equally with the Company’s existing shares on issue. The Company has applied for official quotation of the Drillrite Shares.

• (e) Names of the persons to whom the Company issued the securities: The Drillrite Shares were issued to Drillrite LLC ( Drillrite ), a US company which is carrying out the drilling work at the Company’s Needles Project in Nevada, USA. Drillrite is not a related party of the Company, an existing substantial shareholder, adviser, member of the Key Management Personnel, or an associate of such persons.

• (f) Purpose of the issue, including use or intended use of funds raised : The Drillrite Shares were issued as part payment of Drillrite’s contract drilling fees for work done at the Needles Project totalling approximately $410,959.

• (g) Summary of any other material terms of the agreement : Under the Subscription Agreement between the Company and Drillrite dated 14 January 2022, Drillrite is required to complete an Accredited Investor Certification and sign a representation statement for United States securities law compliance, both of which were duly provided to the Company on 14 January 2022. The Subscription Agreement also includes warranties from Drillrite as to its authority to subscribe for Shares and its solvency, as well as usual confidentiality provisions.

3.4 Consequences of Resolution 4 being passed

If Resolution 4 is passed by Shareholders, the 102,739 726 Drillrite Shares that have been issued will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Drillrite Shares. The Company will be able to maintain flexibility to issue Equity Securities up to the 15% Placement Capacity and take advantage of any opportunities that may arise in the next 12 months.

3.5 Consequences of Resolution 4 not being passed

If Resolution 4 is not passed by Shareholders, the 102,739 726 Drillrite Shares that have been issued will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Drillrite Shares.

3.6 Voting exclusion

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

3.7 Recommendation of the Board

The Board recommends that Shareholders vote IN FAVOUR of Resolution 4.

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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.

Additional 10% Capacity has the meaning given in Section 1.2 of the Explanatory Statement.

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Associate has the meaning given in the Listing Rules.

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.

Attaching Options has the meaning given to that term in Section 2.1 of the Explanatory Statement.

Board means the current board of directors of the Company, comprising Messrs Jacob Khouri, Vince Fayad and Gregory Jones.

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.

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company, being Messrs Jacob Khouri, Vince Fayad and Gregory Jones.

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.

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 any additional tenements acquired that become part of the Governor Broome Project) in the south-west region of Western Australia.

January Placement has the meaning given to that term in Section 1.1 of the Explanatory Statement.

January Placement Shares has the meaning given to that term in Section 1.1 of the Explanatory Statement.

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

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controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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

Meeting means the general meeting of the Company convened by 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.

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 set out in the Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

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.

Share means a fully paid ordinary share in the capital of the Company, and Shareholding has the corresponding meaning.

Shareholder means a registered holder of Shares.

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 prescribed 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.

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SCHEDULE 1 – TERMS AND CONDITIONS OF THE ATTACHING OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Attaching Option will be $0.01 ( Exercise Price ).

(c) Expiry Date

Each Attaching Option will expire at 5:00 pm (AEST) on 21 April 2022 ( Expiry Date ). An Attaching Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

An Attaching Option is exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

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

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

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

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

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

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(h) Shares issued on exercise

A Share issued on exercise of an Attaching Option will rank equally with the then issued Shares of the Company.

(i) Quotation on ASX

The Company will not apply for official quotation on ASX of the Attaching Options but will apply for official quotation on ASX of the Shares issued on exercise of the Attaching Options.

(j) Reconstruction of capital

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

(k) Participation in new issues

There are no participation rights or entitlements inherent in an Attaching Option and a holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Attaching Option without exercising the Attaching Option.

(l) Change in exercise price

An Attaching Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(m) Transferability

An Attaching Option is transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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ACN 007 090 904

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

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

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Astro Resources NL and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairperson of the Meeting as your Name the Chairperson of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairperson 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 on Tuesday, 22 March 2022 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.linkgroup.com/AROGM22 (refer to details in the Notice of General Meeting). The Chairperson 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 For Against Abstain * 1 JANUARY PLACEMENT - RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1 2 JANUARY PLACEMENT - RATIFICATION OF PRIOR ISSUE OF SHARES UNDER LISTING RULE 7.1A 3 APPROVAL OF ISSUE OF OPTIONS 4 APPROVAL OF PRIOR ISSUE OF SHARES TO DRILLRITE LLC  * If you mark the Abstain box for a particular Resolution, 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. The Chairperson has determined all Resolutions will be decided by a poll.

4 APPROVAL OF PRIOR ISSUE OF SHARES TO DRILLRITE LLC

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Sole Director and Sole Company Secretary 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 PRX2201N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Sunday, 20 March 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.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairperson of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairperson 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.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on this Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRPERSON OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairperson of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairperson of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Resolutions are connected directly or indirectly for voting online. You can now lodge with the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link www.linkmarketservices.com.au You may direct your proxy how to vote by placing a mark in one of the your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. 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. BY MAIL  Astro Resources NL APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 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 Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and Parramatta Square, Level 22, Tower 6, (b) return both forms together. 10 Darcy Street, Parramatta NSW 2150 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: subject to public health orders and restrictions 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.

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

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 vote@linkmarketservices.com.au 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.