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AUMAKE LIMITED

(ACN 150 110 017)

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Friday, 11 October 2024

10:30am AEDT

To be held at 50 Birchgrove Crescent, Eastwood NSW 2122

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on 1800 800 285.

NOTICE OF MEETING

Notice is given that a General Meeting of Shareholders of Aumake Limited (ACN 150 110 017) ( Company ) will be held at 50 Birchgrove Crescent, Eastwood NSW 2122 on Friday, 11 October 2024 commencing at 10:30 am AEDT.

The Explanatory Memorandum to this Notice 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 at 10:30am AEDT on Wednesday, 9 October 2024.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of prior issue of Shares under November 2023 Placement – Listing Rules 7.1 and 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

(a) 223,088,054 Shares issued under the Company’s Listing Rule 7.1 capacity; and
(b) 148,725,946 Shares issued under the Company’s Listing Rule 7.1A capacity,

on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely, the November Placement Participants (and/or their respective nominees)) or an Associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, 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 Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 the voting, and is not an associate of person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directors given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Approval to issue Options to Lead Manager of November 2023 Placement – Novus Capital

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 7.1 and for all other purposes, approval is given for the Company to issue up to 15,000,000 Options to Novus Capital Limited (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Novus Capital Limited) or an Associate of that person (or those persons).

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

(a) a person as a 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;
(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. Resolutions 3(a) and 3(b) – Ratification of prior issue of Shares to Moonshot – Listin Rules 7.1 and 7.1A g

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

(a) 8,300,866 Shares issued under the Company’s Listing Rule 7.1 capacity; and
(b) 5,533,334 Shares issued under the Company’s Listing Rule 7.1A capacity,

on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely, Moonshot (and/or their respective nominees)) or an Associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, 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 Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 the voting, and is not an associate of person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directors given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Approval to issue Options to Moonshot

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 7.1 and for all other purposes, approval is given for the Company to issue up to 13,834,200 free-attaching Options on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Moonshot) or an Associate of that person (or those persons).

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

(a) a person as a 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;
(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.

5. Resolution 5 – Approval to issue Shares and Options under Strate ic Placement g

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 7.1 and for all other purposes, approval is given for the Company to issue up to 560,000,000 Shares and 560,000,000 free-attaching Options, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Strategic Placement Participants) or an Associate of that person (or those persons).

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

(a) a person as a 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;
(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.

6. Resolution 6 – Director Participation in Strategic Placement – Zhao (Tracy) Zhang

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 100,000,000 Shares and 100,000,000 free-attaching Options to Tracy Zhang (and/or her nominees) 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 Tracy Zhang (or her nominee/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 the holder of ordinary securities in the entity).

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

(a) a person as a 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;
(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

7. Resolution 7 – Approval to issue Options to Lead Manager of Strategic Placement – Novus Capital

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 7.1 and for all other purposes, approval is given for the Company to issue up to 20,000,000 Options to Novus Capital Limited (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

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

(a) a person as a 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;
(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.

8. Resolution 8 – Approval to convert $1,000,000 in debt to Shares and Options

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 7.1 and for all other purposes, approval is given for the Company to issue up to 200,000,000 Shares and 200,0000,000 Options to Lender (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Lender) or an Associate of that person (or those persons).

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

(a) a person as a 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;
(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.

9. Resolution 9 – Approval to issue Shares to Service Provider

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 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 Shares to the Service Provider (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Service Provider) or an Associate of that person (or those persons).

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

(a) a person as a 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;
(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.

10. Resolution 10 – Approval to issue Options to Licensees

under Licence Agreements

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 7.1 and for all other purposes, approval is given for the Company to issue up to 20,000,000 Options, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Licensees) or an Associate of that person (or those persons).

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

(a) a person as a 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;
(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.

11. Resolution 11 – Approval to issue Shares and Options –

Capital Raising

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 7.1 and for all other purposes, approval is given for the Company to issue up to 180,000,000 Shares and 180,000,000 free-attaching Options, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or persons) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the participants in the Capital Raising) or an Associate of that person (or those persons).

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

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

(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 11 September 2024

BY ORDER OF THE BOARD

Sebastian Andre Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum 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 in person at 50 Birchgrove Crescent, Eastwood NSW 2122 on Friday, 11 October 2024 commencing at 10:30 am AEDT.

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

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

2. Action to be taken b Shareholders y

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the 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 in person, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a 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 in person 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders and their proxies should be aware that:

(a) if proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

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

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

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

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolution 6.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolution 6 by marking “For”, “Against” or “Abstain” for each of those resolutions.

2.3 Submit your Proxy Vote

2.3.1 Online

Vote online at https://www.votingonline.com.au/aukgm2024 and simply follow the instructions on the enclosed proxy form.

2.3.2 By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL	50 Birchgrove Crescent, Eastwood NSW 2122
BY MOBILE	Scan the QR Code on your proxy form and follow the prompts

3. Resolutions 1(a) and 1(b) – Ratification of prior issue of Shares under November 2023 Placement – Listing Rules 7.1 and 7.1A

3.1 Background

On 6 November 2023, the Company announced that it had received commitments from sophisticated and professional investors ( November Placement Participants ) for a placement to raise up to a total of $1,487,256 (before costs) ( November 2023 Placement ) through the issue of up to a total of 371,814,000 Shares at an issue price of $0.004 per Share ( November Placement Shares ).

The funds raised from the November 2023 Placement have been used to:

(a) implement the Company’s new operational strategy and leverage its robust sales network to introduce and incubate new brands and products throughout Asia;
(b) explore initiatives that will help the Company take advantage of improving AustraliaChina relations;
(c) continue operating the Company’s ecommerce business; and
(d) corporate purposes, including general working capital requirements and costs of the issue.

On 10 November 2023, the Company issued 223,088,054 November Placement Shares pursuant to its placement capacity under Listing Rule 7.1 and 148,725,946 November Placement Shares pursuant to its placement capacity under Listing Rule 7.1A.

Novus Capital Limited (ACN 006 711 995) (AFSL: 238168) ( Novus Capital ) acted as lead manager to the November 2023 Placement and will receive 15,000,000 Options (exercisable at $0.015 and expiring 30 November 2026) subject to Shareholder approval (the subject of Resolution 2).

Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of 371,814,000 November Placement Shares issued to the November Placement Participants on 10 November 2023.

3.2 ASX Listing Rules 7.1 and 7.1A

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

The issue of the November Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue of the November Placement Shares.

Under ASX Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special Resolution passed at its annual general meeting, to increase the 15% limit in ASX Listing Rule 7.1 by an extra 10% to a combined 25%.

The issue of the November Placement Shares does not fit within the exceptions set out in ASX Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in ASX Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue of the November Placement Shares and under ASX Listing Rule 7.1A for the period of the 7.1A mandate .

3.3 ASX Listing Rules 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolutions 1(a) and 1(b) seek Shareholder approval for the ratification of the issue of the November Placement Shares under and for the purpose of Listing Rule 7.4.

3.4 Technical information required by ASX Listing Rule 14.1A

If Resolutions 1(a) and (b) are passed, the November Placement Shares will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue and under ASX Listing Rule 7.1A for the period of the 7.1A mandate.

If Resolutions 1(a) and 1(b) are not passed, the November Placement Shares will be included in calculating the Company's combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue and under ASX Listing Rule 7.1A for the period of the 7.1A mandate.

3.5 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b):

(a) the November Placement Shares were issued to the November Placement Participants, being sophisticated and professional investors who are clients of Novus Capital. The November Placement Participants were identified through a book build process, which involved Novus Capital seeking expressions of interest to participate in the November 2023 Placement from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the November Placement Participants are:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) a total of 371,814,000 November Placement Shares were issued, as follows:
(i) 223,088,054 November Placement Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1 (being the subject of Resolution 1(a)); and
(ii) 148,725,946 November Placement Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being the subject of Resolution 1(b));
(d) the November Placement Shares were issued on 10 November 2023;
(e) the November Placement Shares issued were fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(f) the issue price of the November Placement Shares is $0.004 each. The Company has not and will not receive any other consideration for the issue of the November Placement Shares;
(g) the purpose of the issue of the November Placement Shares was to raise funds to be applied towards the items set out in Section 3.1;
(h) the November Placement Shares were not issued under an agreement; and
(i) a voting exclusion statement is included in the Notice in respect of Resolutions 1(a) and 1(b).

3.6 Board Recommendation

The Directors of the Company believe Resolutions 1(a) and 1(b) are in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of those Resolutions.

4. Resolution 2 – Approval to issue Options to Lead Manager of November 2023 Placement – Novus Capital

4.1 General

Resolution 2 seeks Shareholder approval to issue 15,000,000 Options to Novus Capital (and/or its nominees) as consideration for lead manager services provided in respect of the November Placement in accordance with a lead manager mandate between the Company and the Lead Manager ( November Lead Manager Mandate ).

Further details regarding the November Placement are set out in Section 3.1 above.

Pursuant to the November Lead Manager Mandate, the Company has agreed to pay the following fees:

(a) subject to Shareholder approval, 15,000,000 Options exercisable at $0.015 and expiring 30 November 2026 ( November Lead Manager Options ); and
(b) a 6% fee (plus GST) on funds raised under the November Placement (representing $89,235 plus GST).

The November Lead Manager Mandate otherwise contains terms and conditions considered customary for an agreement of this nature.

Resolution 2 seeks Shareholder approval for the issue of 15,000,000 November Lead Manager Options to Novus Capital (and/or its nominees) pursuant to Listing Rule 7.1.

4.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 2 will be to allow the Company to issue the November Lead Manager Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

4.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the November Lead Manager Options. In addition, the issue of the November Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the November Lead Manager Options and the Company may need to agree alternative form of compensation to Novus Capital.

4.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) The November Lead Manager Options will be issued to Novus Capital (and/or its nominees);
(b) a total of 15,000,000 November Lead Manager Options will be issued;

(c) the November Lead Manager Options will be issued on the terms and conditions set out in Schedule 2;
(d) the November Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(e) the November Lead Manager Options will be issued for nil consideration;
(f) the November Lead Manager Options will be issued for the purpose of satisfying the Company’s obligation under the November Lead Manager Mandate;
(g) the November Lead Manager Options will be issued pursuant to the Lead Manager Mandate, a summary of the material terms of this agreement is set out in Section 9.1;
(h) the November Lead Manager Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in this Notice in respect of Resolution 2.

4.5 Board Recommendation

The Directors of the Company believe Resolution 2 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 2.

5. Resolutions 3(a) and 3(b) – Ratification of prior issue of Shares to Moonshot – Listin Rules 7.1 and 7.1A g

5.1 Background

On 14 August 2024, the Company issued 13,834,200 Shares to Moonshot Capital Pty Ltd ( Moonshot ) at an issue price of $0.00545 per Share to raise approximately $75,396.39 in conjunction with a strategic placement ( Strategic Placement ).

Further details regarding the Strategic Placement are set out in Section 7.1 below.

Resolutions 3(a) and 3(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 13,834,200 Shares to Moonshot ( Moonshot Shares ). The Company issued 8,300,866 Moonshot Shares pursuant to its available placement capacity under Listing Rule 7.1 and 5,533,334 Moonshot Shares pursuant to its available placement capacity under Listing Rule 7.1A.

The funds raised from the issue of the Moonshot Shares will be aggregated with the funds raised from the Strategic Placement and will be used towards executing the Company’s ongoing strategy, with a focus on implementing the strategic co-operation framework announced to ASX on 22 July 2024. The funds will also support working capital, the commercialisation of digital marketing assistant Streamii, and provide the financial flexibility needed to seize new accretive opportunities presented to the Company.

5.2 ASX Listing Rule 7.1 and 7.4

A summary of ASX Listing Rules 7.1 and 7.4 are set out in Sections 3.2 and 3.3 above respectively.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolutions 3(a) and 3(b) seeks Shareholder approval for the ratification of the issue of the Moonshot Shares under and for the purpose of Listing Rule 7.4.

5.3 Technical information required by ASX Listing Rule 14.1A

If Resolutions 3(a) and 3(b) are passed, the Moonshot Shares will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue and under ASX Listing Rule 7.1A for the period of the 7.1A mandate.

If Resolutions 3(a) and 3(b) are not passed, the Moonshot Shares will be included in calculating the Company's combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of issue and under ASX Listing Rule 7.1A for the period of the 7.1A mandate.

5.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolutions 3(a) and 3(b):

(a) the Moonshot Shares were issued to Moonshot (and/or its nominees);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that Moonshot is not:
(i) a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c)
a total of 13,834,200 Moonshot Shares were issued, as follows:
(i) 8,300,866 Moonshot Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1 (being the subject of Resolution 3(a)); and
(ii) 5,533,334 Moonshot Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being the subject of Resolution 3(b));
(d)
the Moonshot Shares were issued on 14 August 2024;
(e) the Moonshot Shares issued were fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(f) the issue price of the Moonshot Shares is $0.00545 each. The Company has not and will not receive any other consideration for the issue of the Moonshot Shares;
(g) the purpose of the issue of the Moonshot Shares was to raise funds, which will be aggregated with the funds raised from the Strategic Placement and applied towards the items set out in Section 5.1;
(h) the Moonshot Shares were not issued under an agreement; and

(i) a voting exclusion statement is included in the Notice in respect of Resolutions 3(a) and 3(b).

5.5 Board Recommendation

The Directors of the Company believe Resolutions 3(a) and 3(b) are in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of those Resolutions.

6. Resolution 4 – Approval to issue Options to Moonshot

6.1 General

Consistent with the terms of the Strategic Placement, Moonshot is entitled to receive (subject to Shareholder approval) one (1) free-attaching Option (exercisable at $0.01 and expiring 2 years from the date of issue) for every Share subscribed for and issued, representing 13,834,200 Options ( Moonshot Options ).

Resolution 4 seeks Shareholder approval for the issue of 13,834,200 Moonshot Options to Moonshot pursuant to Listing Rule 7.1.

6.2 Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The proposed issue of the Moonshot Options does not fall within any of the exceptions in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

6.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Moonshot Options. In addition, the issue of the Moonshot Options will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Moonshot Options.

6.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) the Moonshot Options will be issued to Moonshot (and/or its nominees);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that Moonshot is not:
(i) a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;

(c) the maximum number of Moonshot Options to be issued is 13,834,200. The terms and conditions of the Moonshot Options are set out in Schedule 3 (being the same terms and conditions as the Options issued under the Strategic Placement);
(d) the Moonshot Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Moonshot Options will occur on the same date;
(e) the issue price per Moonshot Option will be nil as the Moonshot Options are to be issued free attaching with the Moonshot Shares on the basis of one (1) Moonshot Option for every one (1) Moonshot Shares subscribed for and issued. The Company will not receive any consideration for the issue of the Moonshot Options (other than in respect of funds received on exercise of the Moonshot Options, which the Company will apply towards working capital);
(f) the purpose of the issue of the Moonshot Options is to comply with the terms of Moonshot’s subscription in accordance with the Strategic Placement. No funds will be raised from the issue of the Moonshot Options (other than in respect of funds received on exercise of the Moonshot Options, which the Company will apply towards working capital);
(g) the Moonshot Options are not being issued under an agreement;
(h) the Moonshot Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in this Notice in respect of Resolution 4.

6.5 Board Recommendation

The Directors of the Company believe Resolution 4 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 4.

7. Resolution 5 – Approval to issue Shares and Options under Strate ic Placement g

7.1 Background

On 14 August 2024, the Company announced that it had received commitments from a consortium of strategic sophisticated and professional investors ( Strategic Placement Participants ) for a placement to raise up to a total of $2,800,000 (before costs) ( Strategic Placement ) through the issue of up to a total of 560,000,000 Shares ( Placement Shares ) at an issue price of $0.005 per Placement Share and 560,000,000 free-attaching Option (exercisable at $0.01 and expiring 2 years from the date of issue) ( Placement Options ) on the basis of one (1) Placement Option for every Placement Share subscribed for and issued under the Strategic Placement.

The funds raised from the Strategic Placement will be used towards executing the Company’s ongoing strategy, with a focus on implementing the strategic co-operation framework announced to ASX on 22 July 2024. The funds will also support working capital, the commercialisation of digital marketing assistant Streamii, and provide the financial flexibility needed to seize new accretive opportunities presented to the Company.

Resolution 5 seeks Shareholder approval for the issue of 560,000,000 Placement Shares and 560,000,00 Placement Options (together, the Placement Securities ) to the Strategic Placement Participants pursuant to Listing Rule 7.1

7.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 5 will be to allow the Company to issue the Placement Securities pursuant to the Strategic Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

7.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Placement Securities. In addition, the issue of the Placement Securities will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Placement Securities and raise $2,800,000 (before costs) to fund its operations. The Company may need to consider alternative ways to raise funds for its operations.

7.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 5:

(a) the Placement Securities will be issued to the Strategic Placement Participants, being sophisticated and professional strategic investors who are clients of Novus Capital. The Strategic Placement Participants were identified through a book build process, which involved Novus Capital seeking expressions of interest to participate in the Strategic Placement from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Strategic Placement Participants are:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) a total of 1,120,000,000 Placement Securities will be issued, comprising 560,000,000 Placement Shares and 560,000,000 Placement Options;
(d) the Placement Shares issued will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(e) the Placement Options will be issued on the terms and conditions set out in Schedule 3;
(f) the Placement Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Securities will occur on the same date;

(g) the issue price will be $0.005 per Placement Share and nil per Placement Options as the Placement Options will be issued free-attaching with the Placement Shares on a 1:1 basis. The Company has not and will not receive any other consideration for the issue of the Placement Shares and Placement Options (other than in respect of funds received on exercise of the Placement Options);
(h) the purpose of the issue of the Placement Securities is to raise $2,800,000 (before costs) towards the matters set out in Section 7.1 above;
(i) the Placement Securities are being issued pursuant to customary subscription agreements between the Company and each Strategic Placement Participant;
(j) the Placement Securities are not being issued under, or to fund, a reverse takeover; and
(k) a voting exclusion statement is included in this Notice in respect of Resolution 5.

7.5 Dilution

Assuming the maximum number of Shares set out in this Notice are issued and no Options are exercised, or other Shares issued, the number of Shares on issue would increase from 1,928,241,002 (being the number of Shares on issue as at the date of this Notice) to 2,488,241,002 and the shareholding of existing Shareholders would be diluted by approximately 22.5%.

If subsequently the Placement Options issued under this Resolution are exercised (and provided no other Shares are issued or Options exercised), the number of Shares on issue would increase from 2,488,241,002 to 3,048,241,002, which would dilute the shareholding of existing Shareholders by an additional 18.4%.

7.6 Board Recommendation

The Directors of the Company believe Resolution 5 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 5.

8. Resolution 6 – Director Participation in Strategic Placement – Zhao (Tracy) Zhang

8.1 General

Director Zhao (Tracy) Zhang wishes to participate in the Strategic Placement on the same terms as unrelated participants in the Strategic Placement and has committed to subscribe for $500,000 worth of Shares and free-attaching Options ( Director Participation ).

Accordingly, Resolution 6 seeks Shareholder approval for the issue of 100,000,000 Shares and 100,000,000 free-attaching Options exercisable at $0.01 and expiring 2 years from the date of issue (together, the Related Party Securities ) to Tracy Zhang (and/or her nominee).

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Director Participation will result in the issue of the Related Party Securities, which constitutes giving a financial benefit to Tracy Zhang a related party of the Company by virtue of being a Director.

The Directors (other than Tracy Zhang) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Director Participation because the Related Party Securities will be issued to Tracy Zhang (and/or her respective nominees) on the same terms as Shares and Options that will be issued to non-related party participants under the Strategic Placement and, as such, the giving of the financial benefit is on arm’s length terms.

8.3 Listing Rule 10.11

ASX 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:

(a) (10.11.1) a related party;
(b) (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;
(c) (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;
(d) (10.11.4) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
(e) (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 the approval of its shareholders.

The issue of the Related Party Securities as a result of the Director Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 6 seeks the required Shareholder approval for the issue of the Related Party Securities pursuant to the Director Participation under and for the purposes of Listing Rule 10.11.

8.4 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.2 above.

Approval pursuant to Listing Rule 7.1 is not required for the Director Participation as approval is being obtained under Listing Rule 10.11.

8.5 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Related Party Securities to Tracy Zhang (and/or her respective nominees) within one (1) month after

the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Related Party Securities pursuant to the Director Participation (because approval is being obtained under Listing Rule 10.11), the Director Participation will not use up any of the Company’s 15% annual placement capacity.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Related Party Securities to Tracy Zhang (and/or her respective nominees) and raise $500,000.

8.6 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 6:

(a) the Related Party Securities will be issued to Tracy Zhang (and/or her nominees), who falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;
(b) the maximum number of Related Party Securities to be issued is 100,000,000 Shares and 100,000,000 free-attaching Options to Tracy Zhang (and/or her nominees) pursuant to Resolutions 6;
(c) the Shares issued will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares. The Options will be issued on the terms and conditions set out in Schedule 3 (being the same terms and conditions as the Placement Options);
(d) the Related Party Securities will be issued no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Related Party Securities will be issued on the same date;
(e) the issue price will be $0.005 per Share and nil per Options as the Options will be issued free-attaching with the Shares on a 1:1 basis, being the same terms as Securities to be issued under the Strategic Placement;
(f) the purpose of the issue of the Related Party Securities is to enable a Director to continue to support the Company through the participation in the Strategic Placement and to raise an additional $500,000, which will be used for the same purposes as all other funds raised under the Strategic Placement as set out in Section 7.1;
(g) the Related Party Securities to be issued under the Director Participation are not intended to remunerate or incentivise the Director;
(h) the Related Party Securities are not being issued pursuant to an agreement; and
(i) a voting exclusion statement is included in this Notice in respect of Resolution 6.

9. Resolution 7 – Approval to issue Options to Lead Manager of Strate ic Placement g

9.1 General

Resolution 7 seeks Shareholder approval to issue 20,000,000 Options to Novus Capital (and/or its nominees) as consideration for lead manager services provided in respect of the

Strategic Placement in accordance with a lead manager mandate between the Company and the Lead Manager ( August Lead Manager Mandate ).

Further details regarding the Strategic Placement are set out in Section 7.1 above.

Pursuant to the Lead Manager Mandate, the Company has agreed to pay the following fees:

(a) subject to Shareholder approval, 20,000,000 Options exercisable at $0.01 and expiring 2 years from the date of issue (being the same terms and conditions as the Placement Options) ( August Lead Manager Options ); and
(b) a 6% fee (plus GST) on funds raised above $1,000,000 pursuant to the Strategic Placement (representing $108,000 plus GST).

The Lead Manager Mandate otherwise contains terms and conditions considered customary for an agreement of this nature.

Resolution 7 seeks Shareholder approval for the issue of 20,000,000 Lead Manager Options to Novus Capital (and/or its nominees) pursuant to Listing Rule 7.1.

9.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 7 will be to allow the Company to issue the August Lead Manager Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

9.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the August Lead Manager Options. In addition, the issue of the August Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the August Lead Manager Options and the Company may need to agree alternative form of compensation to Novus Capital.

9.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 7:

(a) the August Lead Manager Options will be issued to Novus Capital (and/or its nominees);
(b)
a total of 20,000,000 August Lead Manager Options will be issued;
(c) the August Lead Manager Options will be issued on the terms and conditions set out in Schedule 3;
(d) the August Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(e) the August Lead Manager Options will be issued for nil consideration;

(f) the August Lead Manager Options will be issued for the purpose of satisfying the Company’s obligation under the August Lead Manager Mandate;
(g) the August Lead Manager Options will be issued pursuant to the August Lead Manager Mandate, a summary of the material terms of this agreement is set out in Section 9.1;
(h) the August Lead Manager Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in this Notice in respect of Resolution 7.

9.5 Board Recommendation

The Directors of the Company believe Resolution 7 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 7.

10. Resolution 8 – Approval to convert $1,000,000 in debt to Shares and Options

10.1 Background

On 26 February 2024, the Company announced that it secured a funding package of $2,000,000 from a key stakeholder, Zoomcoo Holding Pty Ltd ( Lender ) by way of a loan to a majority owned subsidiary, Newera Australia Pty Ltd.

The key terms of the funding package between the Company and the Lender ( Funding Agreement ) are set out below:

(a) ( Amount Advanced ): A$2,000,000.
(b) ( Duration ): Two (2) years.
(c) ( Interest Year 1 ): 0%.
(d) ( Interest Year 2 ): Reserve Bank of Australia (RBA) cash rate plus an additional margin to be negotiated on a best endeavours basis at a later date.
(e) ( Security ): The funding package will be unsecured and completely unincumbered.

As announced to ASX on 14 August 2024, the Company has reached an agreement with the Lender to convert $1,000,000 of the debt facility into equity on the same term as the Strategic Placement. This move will simplify the Company’s balance sheet and align the Company’s interests with key stakeholders, reinforcing their commitment to the Company’s long-term success. The conversion of debt to equity reduces financial liabilities and enhances the Company’s financial flexibility, enabling the Company to focus on its core growth initiatives.

Resolution 8 seeks Shareholder approval for the issue of 200,000,000 Shares and 200,000,000 Options (on the same terms as the Placement Options) ( Lender Options ) (together, Lender Securities ) to the Lender (and/or its nominees).

10.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 8 will be to allow the Company to issue the Lender Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

10.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to proceed with the issue of the Lender Securities. In addition, the issue of the Lender Securities will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Lender Securities.

10.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 8:

(a) the Lender Securities will be issued to the Lender (and/or its nominees);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that the Lender is not:
(i) a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) a total of 400,000,000 Lender Securities will be issued, comprising 200,000,000 Shares and 200,000,000 Lender Options;
(d) the Shares issued will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(e)
the Lender Options will be issued on the terms and conditions set out in Schedule 3;
(f) the Lender Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Lender Securities will occur on the same date;
(g) the issue price of the Lender Securities will be nil as they are being issued (on the same terms as the Strategic Placement) in lieu of payment of $1,000,000 in cash under the Funding Agreement. The Company has not and will not receive any other consideration for the issue of the Lender Securities (other than in respect of funds received on exercise of the Options);
(h) the purpose of the issue of the Lender Securities is to satisfy part of the Company’s repayment obligations under the Funding Agreement;
(i)
the Lender Securities are being issued pursuant to the Funding Agreement;
(j) the Lender Securities are not being issued under, or to fund, a reverse takeover; and
(k) a voting exclusion statement is included in this Notice in respect of Resolution 8.

11. Resolution 9 – Approval to issue Shares to Service Providers

11.1 Background

Resolution 9 seeks Shareholder approval for the issue of 25,000,000 Shares in consideration for investor relations services provided by The Executive Edition Pty Ltd ( Service Provider ) pursuant to an agreement between the Company and the Services Provider ( Service Provider Agreement ).

The services to be provided by the Service Provider pursuant to the Service Provider Agreement include lead generation, news marketing, banner creation, advertising of the Company, targeted press releases and other customary services. In consideration for these services, the Company has agreed to issue (subject to Shareholder approval) the Service Provider (and/or its nominees) 25,000,000 Shares ( Service Provider Shares ). The Service Provider Agreement otherwise contains terms and conditions considered customary for an agreement of this nature.

Resolution 9 seeks Shareholder approval for the issue of the Service Provider Shares to the Service Provider (and/or its nominees) pursuant to Listing Rule 7.1.

11.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 9 will be to allow the Company to issue the Service Provider Shares pursuant to the Service Provider Agreement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

11.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Service Provider Shares. In addition, the issue of the Service Provider Securities will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Service Provider Shares and the Company may need to agree alternative form of compensation to the Service Provider.

11.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 9:

(a) the Service Provider Shares will be issued to the Service Provider (and/or its nominee);
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Service Provider is not:
(i) a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company or an associate of any of these parties; and

(ii) issued more than 1% of the issued capital of the Company;
(c) a total of 25,000,000 Service Provider Shares will be issued;
(d) the Shares issued will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(e) the Service Provider Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Service Provider Shares will occur on the same date;
(f) the issue price of the Service Provider Shares will be nil as they are being issued in satisfaction of investor relation services provided pursuant to the Service Provider Agreement. The Company has not and will not receive any other consideration for the issue of the Service Provider Shares;
(g) the Service Provider Shares will be issued for the purpose of satisfying the Company’s obligation under the Service Provider Agreement;
(h) the Service Provider Shares will be issued pursuant to the Service Provider Agreement, a summary of the material terms of this agreement is set out in Section 11.1;
(i) the Service Provider Shares are not being issued under, or to fund, a reverse takeover; and
(j) a voting exclusion statement is included in this Notice in respect of Resolution 9.

11.5 Board Recommendation

The Directors of the Company believe Resolution 9 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 9.

12. Resolution 10 – Approval to issue Options to Licensees

under Licence Agreements

12.1 General

On 25 March 2024, the Company announced that it executed four (4) binding agreements ( Licence Agreements ) with Dy Groupon Pty Ltd, Nature Sen, JHC Trading Pty Ltd and Aumall Australia Pty Ltd respectfully ( Licensees ), to rebrand four (4) Daigou-focused licensed stores as ‘Kiwi Buy’.

The key terms of the Licence Agreements are summarised below:

(a) ( Type of Licence ): Exclusive territory specific licence.
(b)
( Licence Fee ): One-off licence fee of $5,000.
(c) ( Options ): Each Licensee will receive 5,000,000 Options (exercisable at $0.004 and expiring two (2) years from the date of issue) ( Licensee Options ), subject to Shareholder approval.

Resolution 10 seeks Shareholder approval for the issue of a total of 20,000,000 Licensee Options to the Licensees (and/or their respective nominees) pursuant to Listing Rule 7.1.

12.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 10 will be to allow the Company to issue Licensee Options pursuant to the Licence Agreement during the period of three (3) months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

12.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 10 is passed, the Company will be able to proceed with the issue of the Licensee Options. In addition, the issue of the Licensee Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 10 is not passed, the Company will not be able to proceed with the issue of the Licensee Options.

12.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 10:

(a) the Licensee Options will be issued to the Licensees (and/or its nominee);
(b)
a total of 20,000,000 Licensee Options will be issued;
(c) the Licensee Options will be issued on the terms and conditions set out in Schedule 4;
(d) the Licensee Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(e)
the Licensee Options will be issued for nil consideration;
(f) the Licensee Options will be issued for the purpose of satisfying the Company’s obligations under the Licensee Agreements;
(g) the Licensee Options will be issued pursuant to the Licensee Agreements, a summary of the material terms of these agreements are set out in Section 12.1;
(h) the Licensee Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in this Notice in respect of Resolution 10.

12.5 Board Recommendation

The Directors of the Company believe Resolution 10 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 10.

13. Resolution 11 – Approval to issue Shares and Options – Capital Raising

13.1 Background

Resolution 11 seeks Shareholder approval for the Company to raise up to $900,000 ( Capital Raising ) on the same terms as the Strategic Placement through the issue of up to 180,000,000 Shares and 180,000,000 free-attaching Options exercisable at $0.01 and expiring two (2) years from the date of issue (together, the Capital Raising Securities ).

13.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 3.2 above.

The effect of Resolution 11 will be to allow the Company to issue the Capital Raising Securities during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

13.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 11 is passed, the Company will be able to proceed with the issue of the Capital Raising Securities. In addition, the issue of the Capital Raising Securities will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 11 is not passed, the Company will not be able to proceed with the issue of the Capital Raising Securities and raise an additional $900,000 to fund its operations.

13.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 11:

(a) the Capital Raising Securities will be issued to professional and sophisticated investors introduced by the Company or, if a lead manager is appointed, clients of the lead manager. The recipients will be identified through the Directors seeking expressions of interest to participate in the proposed Capital Raising from non-related parties of the Company. If a lead manager is appointed, the recipients will likely be identified through a bookbuild process, which will involve the lead manager seeking expressions of interest to participate in the Capital Raising from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company,

other than HK Huibeijia Brand Manage Co Ltd (and/or its nominees), who is a substantial holder of the Company with present voting power of 13.7% and has expressed interest to participate in the Capital Raising to the extent of 80,000,000

Shares (representing $400,000 worth of Shares) and 80,000,000 free-attaching Options;

(c) a total of 360,000,000 Capital Raising Securities will be issued, comprising 180,000,000 Shares and 180,000,000 Options;
(d) the Shares issued will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(e) the Options will be issued on the terms and conditions set out in Schedule 3 (being the same terms and conditions as the Placement Options);
(f) the Capital Raising Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Capital Raising Securities will occur on the same date;
(g) the issue price will be $0.005 per Share and nil per Option as the Options will be issued free-attaching with the Shares on a 1:1 basis in accordance with the Strategic Placement. The Company has not and will not receive any other consideration for the issue of the Capital Raising Securities (other than in respect of funds received on exercise of the Options);
(h) the purpose of the issue of the Capital Raising Securities is to raise an additional $900,000 (before costs) towards the matters set out in Section 7.1 above;
(i)
the Capital Raising Securities are not being issued under an agreement;
(j) the Capital Raising Securities are not being issued under, or to fund, a reverse takeover; and
(k) a voting exclusion statement is included in this Notice in respect of Resolution 11.

SCHEDULE 1– DEFINITIONS

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

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

AEDT means Australian Eastern Daylight Time, being the time in Sydney, New South Wales.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this Notice.

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 means Aumake Limited (ACN 150 110 017).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Lender has the meaning given in Section 10.1.

Licensees has the meaning given in Section 12.1.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option which entities the holder to subscribe for one Share.

Proxy Form means the proxy form attached to the Notice.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Service Providers has the meaning given in Section 11.1.

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

Shareholder means a shareholder of the Company.

VWAP means volume weight average price.

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

SCHEDULE 2 – TERMS AND CONDITIONS OF NOVEMBER LEAD MANAGER OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.015 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEDT) on 30 November 2026 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

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

(f) Exercise Date

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

(g) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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 (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things

necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

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

(j) 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 without exercising the Options.

(k) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 3 – TERMS AND CONDITIONS OF MOONSHOT OPTIONS, PLACEMENT OPTIONS, LENDER OPTIONS AND AUGUST LEAD MANAGER OPTIONS

(a) Entitlement

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

(b) Exercise Price

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

(c) Expiry Date

Each Option will expire at 5:00 pm (AEDT) on the date that is two (2) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

(j) Participation in new issues

(k) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 4 – TERMS AND CONDITIONS OF LICENSEE OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.004 ( Exercise Price ).

(c) Expiry Date

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

(j) Participation in new issues

(k) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

All Correspondence to:

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By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:30am (AEDT) on Wednesday, 9 October 2024.

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 TO APPOINT A PROXY ONLINE

BY SMARTPHONE

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STEP 1: VISIT https://www.votingonline.com.au/aukgm2024 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

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QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
SAMPLE
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STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:30am (AEDT) on Wednesday, 9 October 2024. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/aukgm2024  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Aumake Limited ACN 150 110 017

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Aumake Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at 50 Birchgrove Crescent, Eastwood NSW 2122 on Friday, 11 October 2024 at 10:30am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Res Ratification of prior issue of Shares under Res 7 Approval to issue Options to Lead 1(a) November Placement – Listing Rules 7.1 Manager of Strategic Placement – Novus and and 7.1A S ~~AM~~ PLECapital 1(ab) Res 2 Approval to issue Options to Lead Manager Res 8 Approval to convert $1,000,000 in debt to of November Placement – Novus Capital Shares and Options Res Ratification of prior issue of Shares to Res 9 Approval to issue Shares to Service 3(a) Moonshot – Listing Rules 7.1 and 7.1A Provider and 3(b) Res 4 Approval to issue Options to Moonshot Res 10 Approval to issue Options to Licensees under Licence Agreements Res 5 Approval to issue Shares and Options under Res 11 Approval to issue Shares and Options – Strategic Placement Capital Raising Res 6 Director Participation in Strategic Placement – Zhao (Tracy) Zhang

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024

AI assistant

XENITRA LIMITED — Proxy Solicitation & Information Statement 2024

66096_rns_2024-09-10_9dbb5c7e-aec0-4810-b6fd-ac1248805647.pdf

AUMAKE LIMITED

(ACN 150 110 017)

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

NOTICE OF MEETING

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of prior issue of Shares under November 2023 Placement – Listing Rules 7.1 and 7.1A

Voting Exclusion Statement

2. Resolution 2 – Approval to issue Options to Lead Manager of November 2023 Placement – Novus Capital

Voting Exclusion

3. Resolutions 3(a) and 3(b) – Ratification of prior issue of Shares to Moonshot – Listin Rules 7.1 and 7.1A g

Voting Exclusion Statement

4. Resolution 4 – Approval to issue Options to Moonshot

Voting Exclusion

5. Resolution 5 – Approval to issue Shares and Options under Strate ic Placement g

Voting Exclusion

6. Resolution 6 – Director Participation in Strategic Placement – Zhao (Tracy) Zhang

Voting Exclusion

7. Resolution 7 – Approval to issue Options to Lead Manager of Strategic Placement – Novus Capital

Voting Exclusion

8. Resolution 8 – Approval to convert $1,000,000 in debt to Shares and Options

Voting Exclusion

9. Resolution 9 – Approval to issue Shares to Service Provider

Voting Exclusion

10. Resolution 10 – Approval to issue Options to Licensees

under Licence Agreements

Voting Exclusion

11. Resolution 11 – Approval to issue Shares and Options –

Capital Raising

Voting Exclusion

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken b Shareholders y

2.1 Proxies

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

2.2 Proxy Holders and Voting Instructions

2.3 Submit your Proxy Vote

2.3.1 Online

2.3.2 By Paper

3.1 Background

3.2 ASX Listing Rules 7.1 and 7.1A

3.3 ASX Listing Rules 7.4

3.4

Technical information required by ASX Listing Rule 14.1A

3.5 Technical information required by ASX Listing Rule 7.5

3.6 Board Recommendation

4. Resolution 2 – Approval to issue Options to Lead Manager of November 2023 Placement – Novus Capital

4.1 General

4.2

ASX Listing Rule 7.1

4.3

Technical information required by ASX Listing Rule 14.1A

4.4

Technical information required by ASX Listing Rule 7.3

4.5 Board Recommendation

5. Resolutions 3(a) and 3(b) – Ratification of prior issue of Shares to Moonshot – Listin Rules 7.1 and 7.1A g

5.1 Background

5.2 ASX Listing Rule 7.1 and 7.4

5.3 Technical information required by ASX Listing Rule 14.1A

5.4 Technical information required by ASX Listing Rule 7.3

5.5 Board Recommendation

6. Resolution 4 – Approval to issue Options to Moonshot

6.1 General

6.2

Listing Rule 7.1

6.3 Technical information required by ASX Listing Rule 14.1A

6.4 Technical information required by ASX Listing Rule 7.3

6.5 Board Recommendation

7. Resolution 5 – Approval to issue Shares and Options under Strate ic Placement g

7.1 Background

7.2 ASX Listing Rule 7.1

7.3 Technical information required by ASX Listing Rule 14.1A

7.4 Technical information required by ASX Listing Rule 7.3

7.5

Dilution

7.6

XENITRA LIMITED Proxy Solicitation & Information Statement 2024