WEST COBAR METALS LIMITED

ACN 649 994 669

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Notice is given that the Meeting will be held at:

TIME : 11.30am DATE: Thursday, 12 May 2022 PLACE: Level 11, London House 216 St Georges Terrace, PERTH WA 6000

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

This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Due to the evolving COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the meeting in person. Proxy forms for the meeting should be lodged before 11.30am (WST) on 10 May 2022 .

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00 pm (WST) on Tuesday 10 May 2022.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretaries on (08) 9481 0389.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF OPTIONS TO MR KEVIN DAS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,000,000 Options to Mr Kevin Das (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Kevin Das (and/or his nominees(s)) 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Dated: 6 April 2022

By order of the Board

CRAIG MCNAB JOINT COMPANY SECRETARY WEST COBAR METALS LIMITED

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at 11.30am on Thursday 12 May at Level 11, London House, 216 St Georges Terrace, Perth.

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution.

A Proxy Form is located at the end of the Explanatory Statement.

ACTION TO BE TAKEN BY SHAREHOLDERS

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

The Company advises that a poll will be conducted for the Resolution.

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 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 11.30am on Tuesday 10 May 2022, being at least 48 hours before the Meeting.

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

1. RESOLUTION 1 – ISSUE OF OPTIONS TO MR KEVIN DAS

1.1 General

On 28 March 2022, the Company announced that it had appointed Mr Kevin Das (previously a non-executive Director) as an Executive Director of the Company. In connection with the appointment of Mr Kevin Das, the Company has agreed, subject to obtaining Shareholder approval, to issue 3,000,000 Options to Mr Kevin Das (and/or his nominee(s)).

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

Resolution 1 is an ordinary resolution.

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

1.2 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 Kevin Das who is a Director is a related party of the Company.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Options as the exception in section 211 of the Corporations Act applies. The Options are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

1.3 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 3,000,000 Options to Mr Kevin Das (and/or his nominee(s)) falls within Listing Rule 10.11.1, as Mr Kevin Das is a related 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 1 seeks the required shareholder approval to issue 3,000,000 Options to Mr Kevin Das (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11.

If Resolution 1 is passed, the Company will be able to proceed with the issue of 3,000,000 Options to Mr Kevin Das (and/or his nominee(s)) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Options without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of 3,000,000 Options to Mr Kevin Das (and/or his nominee(s)) and Mr Kevin Das (and/or his nominee(s)) will not receive the Options.

1.4 Specific information required by Listing Rule 10.13

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

(a) the Options will be issued to Mr Kevin Das (and/or his nominee(s));
(b) Mr Kevin 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 Options to be issued to Mr Kevin Das (and/or his nominee(s)) is 3,000,000 Options;
(d) a summary of the material terms and conditions of the Options are detailed in Schedule 1;
(e) the Company will issue the Options to Mr Kevin Das (and/or his nominee(s)) no later than one month after the date of the Meeting;
(f) no funds will be raised by the issue of the Options as they are being issued for nil consideration;
(g) the purpose of issuing the Options is to remunerate (in part) Mr Kevin Das for the provision of executive services and to provide a cost effective way for the Company to remunerate Mr Kevin Das, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Kevin Das;
(h) the current remuneration package of Mr Kevin Das for being an Executive Director of the Company is detailed below:

Name	Cash Salary and Fees	Superannuation	Options	Total
Kevin Das	A$40,000 per annum (as director fees) A$1,000 per day (as consultancy fees)	A$4,000 per annum	A$201,157 ¹	A$349,157 (based on two days of consultancy fees per week)
¹The options were calculated following inputs: Expected volatility (%) Risk free interest rate (%) Expiry date Expected dividends Option exercise price ($) Share price at grant date ($) Fair value of option ($)

(i) as at the date of this Notice, Mr Kevin Das holds the following interests in securities:

(i) 100,000 fully paid ordinary shares; and

(ii) 1,000,000 unlisted options each with an exercise price of A$0.25 and expiring on 3 June 2026;

(j) the Options will be issued in accordance with a consultancy agreement entered into between the Company and Mr Kevin Das ( Consultancy Agreement ) in respect to his appointment as executive director of the Company, the material terms for which are as follows:
(i) the Company will engage the Mr Kevin Das as an executive director for a term of 12 months commencing 25 March 2022 (extendable by the written agreement of the parties to the Consultancy Agreement);
(ii) Mr Kevin Das will receive remuneration of A$40,000 per annum for director fees (exclusive of GST) and a consultancy fee of $1,000 per day worked (exclusive of GST);
(iii) subject to shareholder approval, the Company will issue the following Options to Mr Kevin Das:
- (A) Tranche 1: 1,000,000 Options exercisable at a 45% premium to the VWAP for the 5 Trading Days prior to the date of the Meeting and exercisable on or before 4 November 2024;
- (B) Tranche 2: 1,000,000 Options exercisable at a 55% premium to the VWAP for the 5 Trading Days prior to the date of the Meeting and exercisable on or before 4 November 2024; and
- (C) Tranche 3: 1,000,000 Options exercisable at a 65% premium to the VWAP for the 5 Trading Days prior to the date of the Meeting and exercisable on or before 4 November 2024;
(iv) the Company or Mr Kevin Das may terminate the Consultancy Agreement at any time by providing four (4) weeks written notice to the other party; and
(k) a voting exclusion statement is included in the Notice for Resolution 1.

1.5 Directors recommendation

The Directors (other than Mr Kevin Das) recommend that Shareholders vote in favour of Resolution 1.

GLOSSARY

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

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

Board means the current board of Directors of the Company.

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.

Chairperson means the chair of the Meeting.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act;

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

Consultancy Agreement has the meaning given in section 1.4(j).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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

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

Option means an option which entitles the holder to subscribe for a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice.

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

Shareholder means a registered holder of a Share.

Trading Day has the meaning given to it in Chapter 19 of the ASX Listing Rules.

VWAP means the volume weighted average price of the Shares.

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

SCHEDULE 1 – TERMS AND CONDITIONS OF THE OPTIONS

a) Entitlement

Each Option entitles the holder ( Holder ) to subscribe for one Share upon exercise.

b) Exercise Price and Expiry Date

The amount payable upon exercise of each Option ( Exercise Price ) is:

(i) Tranche 1 Options: a 45% premium to the VWAP for the 5 Trading Days prior to the date of the Meeting;
(ii) Tranche 2 Options: a 55% premium to the VWAP for the 5 Trading Days prior to the date of the Meeting; and
(iii) Tranche 3 Options: a 65% premium to the VWAP for the 5 Trading Days prior to the date of the Meeting.

Each Option will expire at 5:00pm (WST) on 4 November 2024 ( Expiry Date ).

c)

Exercise Period

Each Option is exercisable at any time prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Options will automatically lapse.

d)

Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the applicable Exercise Price for each Option being exercised.

e) Timing of issue of Shares on Exercise

Within five Business Days after receipt of a Notice of Exercise, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(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; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (e)(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.

f)

Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the Shares on issue and will be free of all encumbrances, liens and third party interests.

g)

Quotation of Shares

The Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

h)

Participation in New Issues

There are no participation rights or entitlements inherent in the Options and Holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

i)

Adjustment for Bonus Issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of an Option had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

j)

Adjustment for Rights Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

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where:

O' = the new Exercise Price of the Option.

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 Trading Days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue). N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

k) Adjustments for Reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holder may be varied to comply with the Listing Rules that apply to the reconstruction at the time of the reconstruction.

l) Quotation of Options

The Company will make no application for quotation of the Options.

m) Options Transferable

The Options are not transferable.

n) Lodgement Requirements

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for Shares on the exercise of the Options with the appropriate remittance must be lodged at the Share Registry.

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WEST COBAR METALS LIMITED — Proxy Solicitation & Information Statement 2022

66043_rns_2022-04-05_4917eda3-0daa-40d4-a0f4-6ee98c68383c.pdf