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WEST COBAR METALS LIMITED Proxy Solicitation & Information Statement 2022

Dec 27, 2022

66043_rns_2022-12-27_8563a3c2-0394-4e4a-9f61-471283106b29.pdf

Proxy Solicitation & Information Statement

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WEST COBAR METALS LIMITED

ACN 649 994 669

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at Level 8, London House, 216 St Georges Terrace, Perth WA 6000 on Monday, 30 January 2023 at 1:00pm (AWST).

West Cobar Metals Limited ( Company ) encourages all Shareholders who cannot attend the meeting in person to vote by directed proxy. Proxy forms for the general meeting ( Meeting ) should be lodged before 1:00pm (AWST) on Saturday, 28 January 2023. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 1:00pm (AWST) on Saturday, 28 January 2023.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 08 9481 0389

WEST COBAR METALS LIMITED ACN 649 994 669

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of West Cobar Metals Limited ( Company ) will be held at Level 8, London House, 216 St Georges Terrace, Perth WA 6000 on Monday, 30 January 2023 at 1.00pm (AWST) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 28 January 2023 at 1.00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1 Resolution 1 – Approval to issue Consideration Shares

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

" That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue up to 968,631 Consideration Shares pursuant to the Acquisition on the terms and conditions in the Explanatory Memorandum ."

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person that may receive the Consideration Shares or any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities) or an associate of those persons.

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

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

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

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

2 Resolution 2 – Approval to issue Consideration Shares to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue 631,369 Consideration Shares to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust (and/or their nominee) pursuant to the Acquisition on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons.

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

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

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

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

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

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

Dated: 28 December 2022

By order of the Board

Craig McNab

Company Secretary

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WEST COBAR METALS LIMITED ACN 649 994 669

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

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

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders Section 3 Background to the Acquisition Section 4 Resolution 1 – Approval to issue Consideration Shares Section 5 Resolution 2 – Approval to issue Consideration Shares to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust Schedule 1 Definitions Schedule 2 Summary of Share Sale Agreement Schedule 3 Summary of Consideration

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

2 Action to be taken by Shareholders

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

The Company advises that a poll will be conducted for all Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the

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Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

  • (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

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

Proxy Forms must be received by the Company no later than 1.00pm (AWST) on Saturday, 28 January 2023, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Attendance at Meeting

The Company encourages all Shareholders who cannot attend the Meeting in person to vote by directed proxy.

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at https://www.westcobarmetals.com.au/announcements/.

3 Background to the Acquisition

Acquisition of Lanthanos Resources

  • 3.1 On 14 December 2022, the Company announced that it had entered into a Share Sale Agreement to acquire the entire issued capital of Lanthanos Resources Pty Ltd ( Lanthanos Resources ) from the shareholders of Lanthanos Resources ( Vendors ) ( Acquisition ). Mr Kevin Das, Executive Director, as trustee for The Das Family Trust is a shareholder of Lanthanos Resources.

  • 3.2 As consideration for the Acquisition, the Company has agreed to:

  • (a) pay a non-refundable fee of A$35,000 to cover the tenement application costs; and

  • (b) issue 1,600,000 fully paid ordinary shares in the Company at a deemed issue price of A$0.18 to the Vendors ( Consideration Shares ).

  • 3.3 Refer to Schedule 2 for a summary of the Share Sale Agreement. Refer to Schedule 3 for a breakdown of the Consideration Shares to be issued to each Vendor.

  • 3.4 Completion of the Acquisition is conditional upon the satisfaction of various conditions precedent, including but not limited to, Shareholder approval for the issue of the Consideration Shares (refer to Resolutions 1 and 2).

  • 3.5 For further information on the Acquisition, refer to the Company's ASX announcement dated 14 December 2022.

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Background to Lanthanos Resources and the Acquisition

  • 3.6 Lanthanos Resources is an Australian proprietary company incorporated on 22 November 2021 and is the owner of tenement application E 69/3982 ( Tenement ). The Tenement is considered prospective for REE clays and is located 150 km northeast of the deep-water Port of Esperance. The Tenement consists of 200 blocks for a total area of 575 square kms and contains over 70km strike of prospective REE enriched clays.

  • 3.7 The Board (excluding Mr Das) considers the Acquisition to be an attractive and complementary business to the Company's current operations as the increased landholding via the acquisition of Lanthanos Resources provides the Company with material upside potential as the value of the REE clays in the Esperance region develops.

Effect on Capital Structure

  • 3.8 The indicative effect of the Acquisition on the capital structure of the Company (including the dilution to existing Shareholders) will be as follows:
Shares Dilution to
existing
**Shareholders1 **
Options
Current issued capital 95,533,664 - 20,700,000
Number of Consideration
Shares to be issued
pursuant to the
Acquisition
1,600,000 1.67% -
Total on completion of
the Acquisition
97,133,664 1.67% 20,700,000

Notes:

  1. Assuming that:

  2. a. no other options, performance rights or other convertible securities are exercised or converted; and

  3. b. no further Shares are issued by the Company.

4 Resolution 1 - Approval to issue Consideration Shares

  • 4.1 General

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 968,631 Consideration Shares pursuant to the Acquisition to the following non-related Vendors:

  • (a) 1,598 Consideration Shares will be issued to Prosper WA Pty Ltd;

  • (b) 951,049 Consideration Shares will be issued to Multipurpose Holdings Pty Ltd; and

  • (c) 15,984 Consideration Shares will be issued to Mr Iain Van Der Post.

Refer to Section 3 for further details on the Acquisition.

Prosper WA Pty Ltd, Multipurpose Holdings Pty Ltd and Mr Van Der Post are not related parties or associates of a related party of the Company.

Resolution 1 is an ordinary resolution.

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The Chairperson intends to exercise all available proxies in favour of Resolution 1.

4.2 Listing Rule 7.1

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

If Resolution 1 is passed, the issue of Consideration Shares will be issued to the non-related Vendors without using up any of the Company's 15% limit on issuing equity securities without Shareholder approval under Listing Rule 7.1.

If Resolution 1 is not passed, the Consideration Shares will not be issued to the non-related Vendors and accordingly, the Acquisition will not proceed as the issue of such securities are conditional on Shareholder approval.

4.3

Information required by Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is provided in relation to the Consideration Shares:

  • (a) 968,631 Consideration Shares will be issued to the non-related Vendors, each of whom is not a related parties, key management personnel, substantial shareholder or an advisor of the Company or an associate of one of these;

  • (b) a maximum of 968,631 Consideration Shares will be issued to the non-related Vendors pursuant to the Acquisition as follows:

  • (i) 1,598 Consideration Shares will be issued to Prosper WA Pty Ltd;

  • (ii) 951,049 Consideration Shares will be issued to Multipurpose Holdings Pty Ltd; and

  • (iii) 15,984 Consideration Shares will be issued to Mr Van Der Post.

  • (c) the Consideration Shares will be fully paid ordinary shares and will rank equally with the Company’s existing Shares on issue;

  • (d) the Consideration Shares will be issued no later than three months after the date of the Meeting;

  • (e) the Consideration Shares will be issued at a deemed issue price of A$0.18 per Share;

  • (f) the Consideration Shares will be issued as consideration for the Acquisition;

  • (g) a summary of the material terms of the Share Sale Agreement is detailed in Schedule 2; and

  • (h) a voting exclusion statement is included in the Notice for Resolution 1.

4.4 Director Recommendation

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

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5 Resolution 2 – Approval to issue Consideration Shares to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust

5.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of 631,369 Consideration Shares pursuant to the Acquisition to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust (and/or their nominee). Refer to Section 3 for further details on the Acquisition.

In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of Consideration Shares to a related party. Mr Das is a related party of the Company by reason of being a Director of the Company.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

5.2 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

Mr Das who is a Director is a related party of the Company.

The Board (excluding Mr Das) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Consideration Shares as the exception in section 210 of the Corporations Act applies. The Consideration Shares will be issued to Mr Das on the same terms as the non-related Vendors and as such the giving of the financial benefit to Mr Das will be on arm's length terms.

5.3 Listing Rule 10.11

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

  • 10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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

  • 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

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

unless it obtains shareholder approval.

The issue of the Consideration Shares to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust (and/or their nominee) falls within Listing Rule 10.11.1, as Mr Das is a related

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party to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 2 seeks the required shareholder approval to issue the Consideration Shares under and for the purposes of Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Consideration Shares and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Consideration Shares without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 2 is not passed, the Consideration Shares will not be issued to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust (and/or their nominee) and accordingly, the Acquisition will not proceed as the issue of such securities are conditional on Shareholder approval

5.4

Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders:

  • (a) the Consideration Shares will be issued to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust (and/or their nominee);

  • (b) Mr Das falls within Listing Rule 10.11.1 as he is a related party of the Company by reason of being a Director;

  • (c) the maximum number of Consideration Shares to be issued to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust (and/or their nominee) is 631,369 Consideration Shares.

  • (d) the Consideration Shares will be fully paid ordinary shares and will rank equally with the Company’s existing Shares on issue;

  • (e) the Consideration Shares will be issued no later than one month after the date of the Meeting;

  • (f) the Consideration Shares will be issued at a deemed issue price of A$0.18 per Share;

  • (g) the Consideration Shares will be issued as consideration for the Acquisition;

  • (h) a summary of the material terms of the Share Sale Agreement is detailed in Schedule 2;

  • (i) a voting exclusion statement is included in the Notice for Resolution 2; and

  • (j) other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 2.

5.5 Directors recommendation

The Directors (other than Mr Das) recommend that Shareholders vote in favour of Resolution 2.

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Schedule 1

Definitions

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

A$ or $ means Australian Dollars.

Acquisition has the meaning given in Section 3.1.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

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

Board means the board of Directors.

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Company means West Cobar Metals Limited (ACN 649 994 669).

Consideration Shares has the meaning given in Section 3.2.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Lanthanos Resources mean Lanthanos Resources Pty Ltd (ACN 655 516 331).

Listing Rules means the listing rules of ASX.

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

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Share Sale Agreement means the share sale agreement entered into between the Vendors and the Company as summarised in Schedule 2.

Vendors has the meaning given in Section 3.1.

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Schedule 2

Summary of the Share Sale Agreement

Share Sale Agreement
1. Consideration The consideration payable is:

a non-refundable fee of of A$35,000 to cover the tenement
application costs; and

the Consideration Shares.
2. Conditions
Precedent
Completion is conditional upon:

(Shareholder approval) the Shareholders having approved, at
a meeting of Shareholders, the issue of the Consideration
Shares;

(Regulatory consents and approvals) the Company and the
Vendors, as applicable, having obtained all regulatory consents
and approvals which are necessary for the acquisition of the
Lanthanos Resources' entire issued share capital;

(Escrow Deeds) the Vendors delivering counterparts of each of
the escrow deeds;

(No material adverse change) no Material Adverse Change
having occurred in respect of Lanthanos Resources or its assets
prior to Completion.Material Adverse Changemeans any
event, change, condition, matter, result or circumstance
occurring on or after the date of the Share Sale Agreement but
before Completion that (in the reasonable opinion of the
Company) has, or is reasonably likely to have, individually or in
aggregate, a material adverse effect on the Tenement,
Lanthanos Resources or any of Lanthanos Resources' business,
properties or assets; and

(Warranties) there having been no circumstances arising prior
to Completion or at Completion which would constitute or give
rise to a breach of any of the warranties in the Share Sale
Agreement or any of the warranties given in connection with the
acquisition of Lanthanos Resources' entire issued share capital.
3. Completion Completion of the Acquisition will occur on the date which is five (5)
business days after the satisfaction or waiver of the conditions precedent
detailed in Item 2 above. The conditions precedent are for the benefit of
the Company and the Company may at any time waive one or more of
the conditions precedent.
4. Warranties Each party to the Share Sale Agreement provides warranties considered
customary for an agreement of this nature.
5. Escrow The Consideration Shares will be subject to six months voluntary escrow
from Completion.

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Schedule 3

Summary of Consideration

Vendor Lanthanos
Resources'
Shares on Issue
% interest in
Lanthanos
Resources
Consideration
**Shares1 **
Prosper WA Pty Ltd 1 0.10% 1,598
Multipurpose Holdings Pty Ltd 595 59.44% 951,049
Iain Van Der Post 10 1.00% 15,984
Mr Kevin Das and Ms Rachel
Das ATF The Das Family Trust
395 36.46% 631,369
TOTAL 1,001 100% 1,600,000

Notes:

  1. The Company will also pay a non-refundable fee of A$35,000 to cover the tenement application costs.

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West Cobar Metals Limited | ABN 26 649 994 669

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Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number:

Your proxy voting instruction must be received by 1.00pm (AWST) on Saturday, 28 January 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking 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 SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Lodging your Proxy Voting Form:

Online: Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

Email Address : Please provide your email address in the space provided.

  • By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of West Cobar Metals Limited, to be held at 1.00pm (AWST) on Monday, 30 January 2023 at Level 8, London House, 216 St Georges Terrace, Perth WA 6000 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

STEP 2 – Your voting direction

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Resolutions For Against Abstain
1. Approval to issue Consideration Shares
2. Approval to issue Consideration Shares to Mr Kevin Das and Ms Rachel Das ATF The Das Family Trust
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
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