WESTERN MINES GROUP LTD — Proxy Solicitation & Information Statement 2023

Feb 26, 2023

==> picture [133 x 63] intentionally omitted <==

Western Mines Group Ltd

(ACN 640 738 834)

Notice of Extraordinary General Meeting and Explanatory Statement

TIME: 10.00 am AWST DATE: Wednesday 29 March 2023 PLACE: Kings Park Room Level 1, Quest Kings Park 54 Kings Park Road West Perth, WA 6005 and as a virtual meeting.

Based on the information available at the date of the Notice of Meeting, the Board considers that it will be in a position to hold a physical meeting with appropriate measures in place to comply with Federal and State COVID-19 restrictions regarding gatherings. However, the Company strongly encourages Shareholders to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice of Meeting.

In accordance with section 110D of the Corporations Act 2001 (Cth) (as inserted by the Corporations Amendment (Meeting and Documents) Act 2022 (Cth)), the Company will not be sending hard copies of the Notice of Meeting to Shareholders, except to those who have elected to receive the Notice in physical form. Instead, Shareholders can access a copy of the Notice at the following link:

https://www.westernmines.com.au/investors/asx-announcements/

This Notice of Extraordinary General 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 accountant, solicitor, stockbroker or other professional adviser without delay. Should you wish to discuss the matters in this Notice of Extraordinary General Meeting please do not hesitate to contact the Company on +61 475 116 798 .

CONTENTS PAGE
NOTICE OF EXTRAORDINARY GENERAL MEETING	3
NOTES	7
EXPLANATORY STATEMENT	9
GLOSSARY	17
ANNEXURE A – DIRECTOR OPTIONS TERMS	19

2

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an Extraordinary General Meeting of the Shareholders of Western Mines Group Ltd ( WMG or the Company ) will be held in the Kings Park Room, Level 1, Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005 on 29 March 2023 commencing at 10.00 am AWST and as a virtual meeting to consider and, if thought fit, to pass the Resolutions set out below.

Terms used in this Notice of Extraordinary General Meeting and accompanying Explanatory Statement are defined in the glossary to the Explanatory Statement.

The Explanatory Statement which accompanies, and forms part of this Notice of Extraordinary General Meeting describes the matters to be considered at the Extraordinary General Meeting.

BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO EQUENTIA NATURAL RESOURCES

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

• “ That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 4,400,000 Shares in the Company, for the purpose and 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 Resolution 1 by or on behalf of any person who participated in the issue or an Associate of those persons. However, this does not apply to a vote cast in favour of Resolution 1 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 Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution 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 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 OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO CAEDMON MARRIOTT

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

• “ That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve, the issue of up to 400,000 Shares to Dr Caedmon Marriott (or his nominee) under the Placement, for the purpose and 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 Resolution 2 by or on behalf of Dr Caedmon Marriott 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 Resolution 2 by:

3

• (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 Chair 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 Chair to vote on the Resolution 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 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.

3. RESOLUTION 3 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO FRANCESCO CANNAVO

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

“ That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve, the issue of up to 400,000 Shares to Mr Francesco Cannavo (or his nominee) under the Placement, for the purpose and 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 Resolution 3 by or on behalf of Mr Francesco Cannavo 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 Resolution 3 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 Chair 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 Chair to vote on the Resolution 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:

• (iii) 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

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

4. RESOLUTION 4 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO BENJAMIN GRGURIC

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

“ That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve, the issue of up to 350,000 Shares to Dr Benjamin Grguric (or his nominee) under the Placement, for the purpose and 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 Resolution 4 by or on behalf of Dr Benjamin Grguric and any other person who will obtain a material benefit as a

4

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 Resolution 4 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 Chair 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 Chair to vote on the Resolution 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:

• (v) 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

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

5. RESOLUTION 5 – APPROVAL OF ISSUE OF DIRECTOR OPTIONS TO BENJAMIN GRGURIC

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Director Options to Dr Benjamin Grguric, being a Director of the Company, or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Dr Benjamin Grguric 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 Resolution 5 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 Chair 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 Chair to vote on the Resolution 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:

• (vii) 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

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

Voting prohibition statement: A person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on Resolution 5.

However, the above prohibition does not apply if:

5

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though Resolution 5 is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

DATED: 23 FEBRUARY 2023

BY ORDER OF THE BOARD OF DIRECTORS

Ian Gregory Company Secretary

ENQUIRIES

Shareholders are invited to contact the Company at contact@westernmines.com.au or +61 475 116 798 if they have any queries in respect of the matters set out in this document.

The Notice of Extraordinary General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, stockbroker or other professional adviser prior to voting.

6

NOTES

VOTING IN PERSON

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

VIRTUAL MEETING

In addition to being able to attend the Meeting in person, the Company is pleased to provide Shareholders the opportunity to attend and participate in the Meeting virtually.

If you wish to virtually attend the Meeting (which will be broadcast as a live webinar) please register in advance by contacting the Company by email at contact@westernmines.com.au.

Instructions regarding attending, voting and asking questions at the Meeting will be provided following registration.

Shareholders will be able to vote and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company at contact@westernmines.com.au at least 48 hours before the Meeting.

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it should be signed unless previously given to the Company’s Share Registry.

YOUR VOTE IS IMPORTANT

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

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting.

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

Shareholders attending virtually will be provided with instructions on how to vote during the meeting however are strongly recommended to submit their vote by proxy in advance of the meeting.

VOTING BY PROXY

Please note:

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

• (b) a proxy need not be a Shareholder; and

• (c) a Shareholder 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

• Online: Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah

by following the instructions: Log into the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility,

7

Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form.

• By post to: Automic Registry Services GPO Box 5193 Sydney NSW 2001

• In person at: Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000 • By email: Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au • By facsimile: +61 2 8583 3040

Note that the Proxy Form must be received by the Company not later than 10.00 am AWST on 27 March 2023.

Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time prior to the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Company’s Directors have determined that all Shares of the Company that are registered at 4.00pm AWST on 27 March 2023 will, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

8

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Extraordinary General Meeting to be held at 10.00 am AWST on 29 March 2023 in the Kings Park Room, Level 1, Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005 and as a virtual meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Extraordinary General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Extraordinary General Meeting preceding this Explanatory Statement. Capitalised terms in this Explanatory Statement are defined in the glossary to this document.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice of Extraordinary General Meeting, please contact the Company Secretary, your accountant, solicitor, stockbroker or other professional advisor before voting.

1. BACKGROUND TO THE PLACEMENT

As announced to the ASX on 17 November 2022, the Company accepted $693,750 worth of firm commitments in a placement of fully paid ordinary shares to a new cornerstone investor, Equentia Natural Resources, and three directors of the Company ( Placement ).

The Shares under the Placement will be issued in two tranches:

• (i) the issue of 4,400,000 Shares to Equentia Natural Resources under ASX Listing Rule 7.1 ( Tranche 1 Placement Shares ); and

• (ii) the issue of 400,000 Shares to Dr Caedmon Marriott (or his nominee), 400,000 Shares to Mr Francesco Cannavo (or his nominee) and 350,000 Shares to Dr Benjamin Grguirc (or his nominee), all being subject to Shareholder approval under ASX Listing Rule 10.11 (together Tranche 2 Placement Shares ).

The purpose of Resolution 1 is for Shareholders to ratify the issue of the Tranche 1 Placement Shares. The Tranche 1 Placement Shares were issued on 1 December 2022.

The Shares the subject of Resolution 1 were issued without shareholder approval using the entity’s 15% placement capacity under ASX Listing Rule 7.1.

The purpose of Resolutions 2 to 4 is for Shareholders to approve the issue of the Tranche 2 Placement Shares to be issued to Dr Caedmon Marriott (the subject of Resolution 2), Mr Francesco Cannavo (the subject of Resolution 3) and Dr Benjamin Grguric (the subject of Resolution 4) (or their respective nominees).

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES TO EQNENTIA NATURAL RESOURCES

Resolution 1 seeks the approval of Shareholders to ratify the issue of the Tranche 1 Placement Shares that were issued to Equentia Natural Resources in accordance with ASX Listing Rule 7.1.

2.1 Regulatory Requirements

ASX Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 states that an issue by a company of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of

9

ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company’s members subsequently approve it.

Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.1. The Company confirms that the issue of the Tranche 1 Placement Shares did not breach ASX Listing Rule 7.1. None of the recipients of the Shares were a related party of the Company within the meaning of the Corporations Act and the ASX Listing Rules.

The effect of the approval under ASX Listing Rule 7.4 of the issue of the Tranche 1 Placement Shares will be that these Shares will not be counted as reducing the number of securities which the Company can issue in the future without shareholder approval under the 15% placement limit imposed by ASX Listing Rule 7.1 (i.e. the 15% limit is “renewed” to the extent of the approval).

The Company wishes to maintain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain shareholder approval under ASX Listing Rule 7.1.

Accordingly, under Resolution 1, the Company seeks Shareholder approval for, and ratification of the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.1 and for the purposes of ASX Listing Rule 7.4.

If Resolution 1 is passed, the issue of the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% limit in ASX 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 the Placement.

If Resolution 1 is not passed, the issue of the Tranche 1 Placement Shares will be included in calculating the Company’s 15% limit in ASX 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 the Placement.

The Shares issued, for which approval and ratification is sought under Resolution 1 comprise 5.86% of the Company’s fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Meeting).

2.2 Technical information required by Listing Rule 7.5

ASX Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.4 and the following information is included in this Explanatory Statement for this purpose:

(a) The names of the persons to whom the entity issued the Shares

The Tranche 1 Placement Shares were issued to Equentia Natural Resources.

Equentia Natural Resources is not a related party of the Company.

• (b) Number of securities and class of securities issued

Under Resolution 1 the Company seeks Shareholder approval for, and ratification of, the issue of 4,400,000 Shares.

(c) Terms of the securities

The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company has applied to ASX for official quotation of all the Tranche 1 Placement Shares.

(d) Date of issue

The Tranche 1 Placement Shares were issued on 1 December 2022.

(e) Issue price or other consideration

The issue price for the Tranche 1 Placement Shares was $0.125 per Share, being at a 3% premium to the 20 day VWAP.

10

• (f) Purpose of the issue, including the intended use of the funds raised

The funds raised under the Placement will be expended to support and expand the Company’s current Phase 2 diamond drilling program at the Mulga Tank Ni-Cu-PGE Project.

• (g) Relevant agreement

The Tranche 1 Placement Shares were not issued pursuant to any agreement.

• (h) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in this Notice preceding this Explanatory Statement.

2.3 Board recommendation

The Board recommends Shareholders vote in favour of Resolution 1.

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

3. RESOLUTIONS 2 – 4 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO DIRECTORS

Resolutions 2 to 4 seek the approval of Shareholders to issue the Tranche 2 Placement Shares to Directors.

3.1 Regulatory Requirements

Listing Rule 10.11 provides that, unless a specified exception applies, a company must not issue or agree to issue securities to a related party without the approval of ordinary shareholders. A “related party”, for the purposes of the ASX Listing Rules, has the meaning given to it in the Corporations Act, and includes the directors of a company.

As such, Shareholder approval is sought under ASX Listing Rule 10.11 as Resolutions 2 to 4 propose the issue of the following Shares under the Placement –

• (a) 400,000 Shares to Dr Caedmon Marriott (or his nominee) who is a Director of the Company, and is therefore a related party of the Company by virtue of his directorship (the subject of Resolution 2);

• (b) 400,000 Shares to Mr Francesco Cannavo (or his nominee) who is a Director of the Company, and is therefore a related party of the Company by virtue of his directorship (the subject of Resolution 3); and

• (c) 350,000 Shares to Dr Benjamin Grguric (or his nominee) who is a Director of the Company, and is therefore a related party of the Company by virtue of his directorship (the subject of Resolution 4).

As Shareholder approval is being sought under Listing Rule 10.11, approval is not also required under Listing Rule 7.1.

The Tranche 2 Placement Shares proposed to be issued, for which approval is sought under Resolutions 2 to 4 comprise 1.53% of the Company’s fully diluted issued capital (based on the number of Shares and Options on issue as at the date of this Notice of Meeting).

If Resolutions 2 to 4 are passed, the Company will receive the respective placement funds from Dr Caedmon Marriott, Mr Francesco Cannavo and Dr Benjamin Grguric, which are intended to be used as outlined in paragraph 3.2(g) below. The Company will then issue the Tranche 2 Placement Shares as soon as possible after receipt of the placement funds and in any event within a month of the Meeting. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Placement Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Placement Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 2 to 4 are not passed, the Company will not receive the respective placement funds from Dr Caedmon Marriott, Mr Francesco Cannavo and Dr Benjamin Grguric and the Company will not have use of these placement funds. The Company will not issue the Tranche 2 Placement Shares.

11

3.2 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 2 to 4:

(a) Name of person to receive securities

The Tranche 2 Placement Shares to be issued under Resolutions 2 to 4 as follows –

• (i) 400,000 Shares to Dr Caedmon Marriott (or his nominee) (the subject of Resolution 2);

• (ii) 400,000 Shares to Mr Francesco Cannavo (or his nominee) (the subject of Resolution 3); and

• (iii) 350,000 Shares to Dr Benjamin Grguric (or his nominee) (the subject of Resolution 4).

(b) Nature of relationship between person to receive securities and the Company

Dr Marriott, Mr Cannavo and Dr Grguric are Directors of Western Mines Group Ltd and are, as such, persons who fall within Listing Rule 10.11.1.

(c) Maximum number and class of securities to be issued

The maximum number of Shares to be issued is as follows –

• (i) 400,000 Shares to Dr Caedmon Marriott (or his nominee) (the subject of Resolution 2);

• (ii) 400,000 Shares to Mr Francesco Cannavo (or his nominee) (the subject of Resolution 3); and

• (iii) 350,000 Shares to Dr Benjamin Grguric (or his nominee) (the subject of Resolution 4).

(d) Material terms of the securities

The Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

(e) Date of issue

The Company will issue the Shares under Resolutions 2 to 4 as soon as possible after the date of the Meeting and in any event within a month of the Meeting, subject to the Company receiving the placement funds.

(f) Issue price or other consideration

The issue price for the Tranche 2 Placement Shares is $0.125 per Share.

(g) Purpose of the issue, including the intended use of the funds raised

The funds raised under the Placement will be expended by the Company to support and expand the Company’s current Phase 2 diamond drilling program at the Mulga Tank Ni-CuPGE Project.

(h) Relevant agreement

The Tranche 2 Placement Shares will not be issued pursuant to any agreement.

(i) Voting exclusion statement

A voting exclusion statement for each of Resolutions 2 to 4 is included in the Notice of General Meeting preceding this Explanatory Statement.

3.3 Regulatory Requirements - Corporations Act

Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related parties” by a public company. Chapter 2E prohibits a public company from giving a financial benefit to a related party of the public company unless either:

12

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” is widely defined under the Corporations Act, and includes the directors of the company. As such, the Directors of Company are related parties of the Company for the purposes of Section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, Section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of an option to a related party.

The issue of the Tranche 2 Placement Shares under Resolutions 2 to 4 constitutes the provision of a financial benefit to a related party.

One of the nominated exceptions to the requirement to obtain shareholder approval under Chapter 2E of the Corporations Act is where the provision of the financial benefit is on terms that would be reasonable in the circumstances if the Company and the related party were dealing at arm’s length (or on terms less favourable than arm’s length).

Approval is not being sought under Chapter 2E of the Corporations Act in relation to Resolutions 2 to 4 as it is the view of the Directors that the issue of the Shares by the Company to Dr Marriott, Mr Cannavo and Dr Grguric is being made on an arm’s length basis as the Tranche 2 Placement Shares are on the same terms as the Shares issued to Equentia Natural Resources under the Placement.

3.4

Board Recommendation

Each of Dr Marriott, Mr Cannavo and Dr Grguric has a material personal interest in the outcome of Resolutions 2 to 4 on the basis that all of them (or their nominees) are to be issued Shares should Resolutions 2 to 4 be passed. For this reason, they do not believe that it is appropriate to make a recommendation on Resolutions 2 to 4 of this Notice.

The Chairman, who is not participating in the issue of Shares the subject of Resolutions 2 to 4 recommends that Shareholders vote in favour of Resolutions 2 to 4.

The Chair intends to vote undirected proxies in favour of Resolutions 2 to 4.

4. RESOLUTION 5 – APPROVAL OF ISSUE OF DIRECTOR OPTIONS TO BENJAMIN GRGURIC

4.1 Background

The Company has agreed, subject to obtaining Shareholder approval, to issue 1,000,000 Options ( Director Options ) to Non-Executive Director Dr Benjamin Grguric (or his nominee) and is seeking Shareholder approval, pursuant to ASX Listing Rule 10.11, for the issue of the Director Options to Dr Benjamin Grguric (or his nominee).

Shareholder approval for the issue of the Director Options is sought for the purposes of the ASX Listing Rules and all other purposes.

4.2 ASX Listing Rule 10.11

Under ASX Listing Rule 10.11, the acquisition of securities by a related party requires shareholder approval, unless an exception under ASX Listing Rules 10.12 applies.

It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

In accordance with the ASX Listing Rules, Shareholders are being asked under Resolution 5 to approve the issue of the Director Options to Dr Benjamin Grguric (or his nominee).

13

4.3 ASX Listing Rule 7.1

Exception 14 in ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply where shareholder approval for an issue of securities is obtained under ASX Listing Rule 10.11.

Exception 7 in ASX Listing Rule 10.12 provides that an issue on conversion of convertible securities (which includes options) are an exception to ASX Listing Rule 10.11 if the convertible securities were issued in compliance with the ASX Listing Rules.

This means that, if shareholder approval is obtained for Resolution 5 the issue of the Director Options to Dr Benjamin Grguric (or his nominee), along with the underlying shares which may be issued upon exercise of the Director Options, will not deplete the Company’s 15% Placement Capacity under ASX Listing Rule 7.1.

4.4 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties of a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies or shareholder approval is obtained. For the purposes of Chapter 2E, Dr Benjamin Grguric (being a non-executive director of the Company) is a related party of the Company by virtue of section 228(2) of the Corporations Act.

A “financial benefit” is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities. The giving of a financial benefit to a related party of a public company is ordinarily prohibited by Chapter 2E of the Corporations Act. One exception to the general rule is where the benefit constitutes “reasonable remuneration” in respect of the duties and responsibilities of the related party in the management of the public company.

In considering the issue of the Director Options to Dr Benjamin Grguric, being a non-executive director of the Company, or his nominee, the Board acknowledges that the ASX Corporate Governance Principles and Recommendations consider acceptable to issue equity based remuneration to align their interest with the shareholders of the Company. However, Corporate Governance Principles and Recommendations recommend that non-executive directors should not receive options with performance hurdles attached or performance rights.

The Board notes that the Director Options to be issued to Dr Benjamin Grguric (or his nominee) are consistent with the ASX Corporate Governance as these Options will not be subject to any conditions based on the performance of Dr Benjamin Grguric.

As aforementioned, the Company considers the issue of Director Options to non-executive directors (or their nominees) to be an effective method of incentivising non-executive directors without requiring further expenditure by the Company, and to further align the Directors’ interests with that of Shareholders.

An alternative to the issue of the Director Options would be to increase the cash remuneration for Dr Benjamin Grguric. However, given the current stage of development of the Company, and the necessity for cash resources to be preserved and directed into the growth of the Company’s business, the Board considers the issue of the Director Options to be an appropriate cash-free method of remunerating Dr Benjamin Grguric for his commitment and contribution to the Company.

On this basis, the Directors, with the exception of Dr Benjamin Grguric, who abstains from considering the issue of Director Options the subject of Resolution 5, consider that the issue of the Director Options constitutes “reasonable remuneration” in respect of Dr Benjamin Grguric which falls within the exception in section 211(1) of the Corporations Act, and accordingly, shareholder approval pursuant to Chapter 2E of the Corporations Act is not required.

14

Accordingly, Resolution 5 does not seek approval for the purposes of Chapter 2E of the Corporations Act.

4.5 Disclosures Made For The Purposes of Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 10.11, the following information is provided to Shareholders with respect to Resolution 5 –

(a) Maximum number of securities to be issued

The maximum number of Director Options to be issued to Dr Benjamin Grguric or his nominee is 1,000,000.

• (b) Date of issue

If Shareholder approval is obtained, the issue of the Director Options will occur no later than one (1) month after the date of the Extraordinary General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

• (c) Issue price per security

The Director Options will be issued for nil consideration, however, the Director Options will be exercisable at the Exercise Price (detailed below).

• (d) Terms of issue

The Director Options will be issued on the following high-level terms:

• each Director Option will be exercisable at the exercise price of $0.30 per share

• each Director Option will be exercisable for a period up until 15 July 2025 ( Exercise Period ). Any Director Options that are not exercised by the expiry of the Exercise Period will lapse on the day immediately after the last day of the Exercise Period ( Expiry Date ); and

• each Director Option will vest after Dr Benjamin Grguric serves 12 months of continuous service with the Company from his commencement as a Director.

Full terms of the Director Options are detailed in Annexure A to this Notice of Meeting and the paragraphs above.

• (e) Person to whom securities will be issued

The Director Options will be issued to Dr Benjamin Grguric or his nominee.

• (f) ASX Listing Rule 10.11 Category

Dr Benjamin Grguric is a related party of the Company within listing rule 10.11, by virtue of being a non-executive director of the Company.

(g) Purpose of the issue

The issue of Director Options is intended to remunerate and incentivise Dr Benjamin Grguric.

(h)

Current Remuneration

• Excluding the Director Options the subject of Resolution 5 Dr Benjamin Grguric is entitled to A$44,000 per annum (plus superannuation in accordance with the superannuation guarantee regulatory rates) as part of his current total remuneration package.

(i) Intended use of funds

No funds will be raised from the issue of these options. Any funds raised from the exercise of the options will be applied towards funding the Company’s ongoing exploration programs in Western Australia.

15

4.6 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Director Options to the Related Party no later than one (1) month after the date of the Extraordinary General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Options (because approval is being obtained under Listing Rule 10.11), the issue of the Incentive Options will not use up any of the Company’s 15% annual placement.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Director Options to the Related Party and will need to seek alternate routes to adequately incentivise the Related Party.

4.7 Board Recommendation

The Directors, with the exception of Dr Benjamin Grguric, recommend that Shareholders vote in favour of Resolution 5.

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

16

GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

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 official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

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

Company means Western Mines Group Ltd ACN 640 738 834.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Director Option means an unlisted option to acquire one fully paid Share in the Company.

Dollar or “ $ ” means Australian dollars.

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.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated 23 February 2023 including the Explanatory Statement.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

17

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

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a registered holder of a Share.

Share Registry means Automic Share Registry.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

18

Annexure A – Director Options Terms

• 1 Each Option gives the holder ( Holder ) the right to subscribe for one fully paid ordinary share of the Company ( Share ) for every Option they own in the Company. To obtain the right given by each Option, the Holder must exercise the vested Options in accordance with these terms and conditions.

• 2 The Options will expire at 5.00pm (AWST) on 15 July 2025 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• 3 The amount payable upon exercise will be determined at the date of issue whereby each Option will have an exercise price of 30 cents (A$0.30) ( Exercise Price ).

• 4 Each one Option is exercisable to one Share.

• 5 The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.

• 6 The holder may exercise their Options by lodging with the Company, before the Expiry Date, subject to Dr Benjamin Grguric serving 12 months of continuous service with the Company from his commencement as a Director:

• a. a written notice of exercise of Options specifying the number of Options being exercised; and

• b. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

• 7 An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• 8 Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• 9 The Options are only transferable with the prior written approval of the Board of Directors of the Company and subject to compliance with the Corporations Act.

• 10 All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• 11 The Company will not apply for quotation of the Options on the ASX.

• 12 The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.

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

• 14 There are no participating rights or entitlements inherent in the Options and the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 Business Days after the issue is announced. This will give the Holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

• 15 In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

• 16 In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

19

Holder Number:

==> picture [134 x 50] intentionally omitted <==

Western Mines Group Ltd | ACN 640 738 834

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

==> picture [249 x 91] intentionally omitted <==

Your proxy voting instruction must be received by 10.00am (WST) on Monday, 27 March 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.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log

insah

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.

==> picture [39 x 39] intentionally omitted <==

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

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.

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 EMAIL:

meetings@automicgroup.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 Western Mines Group Ltd, to be held at 10.00am (WST) on Wednesday, 29 March 2023 at Kings Park Room, Level 1, Quest Kings Park, 54 Kings Park Road, West Perth WA 6005 and as a virtual meeting 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.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

==> picture [32 x 200] intentionally omitted <==

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 5 (except where I/we have indicated a different voting intention below) even though Resolution 5 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 – Your voting direction

• Resolutions For Against Abstain

• 1. Ratification of Prior Issue of Tranche 1 Placement Shares to Equentia Natural Resources 2. Approval of Issue of Tranche 2 Placement Shares to Caedmon Marriott 3. Approval of Issue of Tranche 2 Placement Shares to Francesco Cannavo 4. Approval of Issue of Tranche 2 Placement Shares to Benjamin Grguric 5. Approval of Issue of Director Options to Benjamin Grguric

STEP 3 – Signatures and contact details

==> picture [511 x 161] intentionally omitted <==

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

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).
----- End of picture text -----

==> picture [42 x 222] intentionally omitted <==