XPEDRA RESOURCES LIMITED — AGM Information 2021

Dec 9, 2021

VALOR RESOURCES LIMITED ACN 076 390 451

NOTICE OF ANNUAL GENERAL MEETING

TIME : 2:00pm AWST DATE : Wednesday, 12 January 2022 PLACE : 22 Lindsay Street, Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Statement is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (8) 9200 3467

CONTENTS

Business of the Meeting	5
Explanatory Statement	7
Glossary	20
Schedule 1 – Terms of Performance Rights	22
Schedule 2 – Summary of Long Term Incentive Plan	25
Proxy Form	Enclosed
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

The Annual General Meeting of the Shareholders of Valor Resources Limited which this Notice of Annual General Meeting relates to will be held at 2:00pm AWST on Wednesday, 12 January 2022 at 22 Lindsay Street, Perth, Western Australia.

Special Notice regarding COVID-19

In view of the evolving COVID-19 situation and public health concerns, the Board is monitoring closely how matters develop over the coming months. The health of the Company’s shareholders, as well as its employees and other stakeholders is of paramount importance. The Board encourages shareholders to submit their proxies as early as possible, even if they intend to attend the Meeting in person, as the situation may change (e.g. shareholders may be restricted from travelling or there may be restrictions on how the Meeting itself may be held or conducted).

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2.00pm AWST on 10 January 2022.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes,

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then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes 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 :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• 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.

VOTING PROHIBITIONS

Pursuant to sections 250BD and 250R(4) of the Corporations Act, the following are subject to restrictions on voting as set out in the table:

Resolution	Nature of Resolution	Persons prohibited from voting
1	Adoption of the Remuneration Report	A vote on the Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) members of Key Management Personnel details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member.

In relation to Resolution 1, members of Key Management Personnel and their Closely Related Parties (other than the Chair) may not vote as proxy if the appointment does not specify how the proxy is to vote. The

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Chair may vote as proxy in accordance with an express authorisation for the Chair to exercise the proxy on the Proxy Form.

VOTING EXCLUSIONS

For the purposes of Listing Rule 14.11, the following voting exclusion statements apply to the Resolutions.

The Company will disregard any votes cast in favour by or on behalf of certain persons and their associates, on the following Resolutions to be considered at the Meeting.

However, the Company need not disregard a vote if it is cast in favour of a Resolution by:

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

• (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.

The Company will disregard any votes cast in favour on a Resolution as set out in the table below:

Resolution	Nature of Resolution	Persons excluded from voting
6	Issue of Performance Rights to Ms Paula Smith	Ms Paula Smith and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of Shares), and any associates of those persons.
7	Ratification of the Issue of the LR 7.1 Placement Shares	Any person who participated in the Placement and any associates of those persons.
8	Ratification of the Issue of the LR 7.1A Placement Shares	Any person who participated in the Placement and any associates of those persons.
9	Approval of Long Term Incentive Plan	Any person who is eligible to participate in the Long Term Incentive Plan and any associates of those persons.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Valor Resources Limited will be held at the offices of the Company at 22 Lindsay Street, Perth, Western Australia at 2:00pm AWST on Tuesday, 12 January 2022.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That the Remuneration Report as contained in the Company’s annual financial report for the financial period ended 30 June 2021 is adopted.”

Note: the vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

2. RESOLUTION 2 – ELECTION OF A DIRECTOR – MR BRIAN MCMASTER

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

“That Mr Brian McMaster, who retires by rotation, and being eligible, is re-elected as a Director under and for the purpose of clause 14.4 of the Constitution.”

3. RESOLUTION 3 – ELECTION OF A DIRECTOR – MS PAULA SMITH

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

“That Ms Paula Smith, who retires by rotation, and being eligible, is re-elected as a Director under and for the purpose of clause 14.4 of the Constitution.”

4. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

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

“That the issue of Shares totalling up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, is approved under and for the purposes of Listing Rule 7.1A .”

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5. RESOLUTION 5 – APPROVAL OF AMENDMENT TO CONSTITUTION

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

“That, for the purpose of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend the Constitution in the manner set out in the accompanying Explanatory Memorandum, with effect from the close of the Meeting.”

6. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO MS PAULA SMITH, A DIRECTOR

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

“That the issue of 15,000,000 Director Rights to Ms Paula Smith, a Director (or her nominee), is approved under and for the purposes of Listing Rule 10.11.”

7. RESOLUTION 7 – RATIFICATION OF THE ISSUE OF THE LR 7.1 PLACEMENT SHARES

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

“That for the purpose of Listing Rule 7.4 and all other purposes, approval and ratification is given to the issue and allotment of 264,737,212 fully paid ordinary shares, which were issued in accordance with the Company’s placement capacity under Listing Rule 7.1, as detailed in the Explanatory Statement.”

8. RESOLUTION 8 – RATIFICATION OF THE ISSUE OF THE LR 7.1A PLACEMENT SHARES

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

“That for the purpose of Listing Rule 7.4 and all other purposes, approval and ratification is given to the issue and allotment of 54,265,254 fully paid ordinary shares, which were issued in accordance with the Company’s placement capacity under Listing Rule 7.1A, as detailed in the Explanatory Statement.”

9. RESOLUTION 9 –APPROVAL OF LONG TERM INCENTIVE PLAN

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

“That Shareholders approve the Company’s Long Term Incentive Plan for the purposes of Listing Rule 7.2.”

DATED: 9 December 2021

By order of the Board

PAULA SMITH COMPANY SECRETARY

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EXPLANATORY STATEMENT

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial period ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company is not required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company’s annual financial report on its website at www.valorresources.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Company or the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2021.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Voting Consequences

A company is required to put to its Shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the Company ( Spill Resolution ), if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting. All of the directors who were in office when the directors’ report (as included in the company’s annual financial report for the financial year ended immediate before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors is approved will be the directors of the company.

2.3 Previous Voting Results

At the Company’s previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR BRIAN MCMASTER

3.1 General

Clause 14.4 of the Constitution provides that the Board may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. In accordance with the Constitution, any person so appointed automatically retires at the next annual general

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meeting and is eligible for election by that annual general meeting but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Brian McMaster, who retires by rotation, and being eligible, is re-elected as a Director under and for the purpose of clause 14.4 of the Constitution and, being eligible, seeks election at the Annual General Meeting.

The Company considers the following information is relevant to Shareholders when considering whether or not to elect Mr McMaster as a Director.

3.2 Qualifications and other material directorships

Mr McMaster is a Chartered Accountant and has over 25 years’ experience in the areas of venture capital and project financing, corporate reconstruction and turnaround/performance improvement. Mr McMaster is the principal of Garrison Capital a boutique venture capital firm and formerly was a partner of the restructuring firm KordaMentha and prior to that was a partner at Ernst & Young. His experience includes significant working periods in the United States, South America, Asia and India.

Mr McMaster is currently a director of AIM traded Harvest Minerals Limited (appointed 1 April 2014), AIM traded Jangada Mines plc (appointed 30 June 2015), AIM quoted Arc Minerals Limited (appointed 1 August 2017).

Mr McMaster was previously a director of LSE quoted Contango Holdings Limited (appointed 26 October 2017, resigned 30 June 2020). He has not held any other listed directorships in the past three years.

3.3 Independence

Mr McMaster is not considered independent as he is a substantial shareholder of the Company.

3.4 Board recommendation

The Board supports the election of Mr McMaster and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MS PAULA SMITH

4.1 General

Clause 14.4 of the Constitution provides that the Board may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. In accordance with the Constitution, any person so appointed automatically retires at the next annual general meeting and is eligible for election by that annual general meeting but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Ms Paula Smith, who retires by rotation, and being eligible, is re-elected as a Director under and for the purpose of clause 14.4 of the Constitution and, being eligible, seeks election at the Annual General Meeting.

The Company considers the following information is relevant to Shareholders when considering whether or not to elect Ms Smith.

4.2 Qualifications and other material directorships

4.3 Ms. Smith is a finance professional with over 17 years’ experience and is presently a director of a consulting and secretarial advisory firm specialising in business advisory, consulting and back office support (finance and secretarial) to SMEs and ASX listed entities. Prior to that Ms. Smith held senior roles in advisory firms KordaMentha and Ernst & Young. Ms. Smith holds a Bachelor of Commerce/Law (Hons), is a qualified Chartered Accountant and a Graduate of the Australian Institute of Company Directors.

She has not held any other listed directorships over the past three years.

4.4 Independence

As a non-executive Director and with no material personal interest in the Company, Ms Smith is considered an independent Director.

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4.5 Board recommendation

The Board supports the election of Ms Smith and recommends that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE

5.1 General

Listing Rule 7.1A enables entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (7.1A Mandate) . The 7.1A Mandate is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $53,156,110 (based on the number of Shares on issue and the closing price of Shares on the ASX on 25 November 2021).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or any security that ASX decides to classify as an equity security.

Any Equity Securities issued under the 7.1A Mandate must be in the same class as an existing class of quoted Equity Securities.

As at the date of this Notice, the Company currently has two classes of quoted Equity Securities on issue, being Shares (ASX Code: VAL) and listed Options with an exercise price of $0.015 expiring on 31 December 2021(ASX Code: VALOB).

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 7.1A Mandate. The exact number of Equity Securities to be issued under the 7.1A Mandate will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to 5.2(d) below).

The effect of Resolution 4 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without subsequent Shareholder approval and without using the Company’s 15% placement capacity under Listing Rule 7.1. If Resolution 4 is not passed, then the Company’s ability to issue securities without Shareholder approval will be limited to its 15% placement capacity.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

5.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 4.

(a) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

• (b) 10% Placement Period

The Equity Securities may be issued under the 7.1A Mandate commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of this Annual General Meeting at which approval is obtained;

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main understanding) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Period ).

• (c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for working capital requirements or to raise cash to pay for the acquisition of new resources assets or investments.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shareholders would be as shown in the below table (in the case of Options, only if the Options are exercised). There is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Shares on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current issue price.

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			Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A2)		Shares issued – 10% voting dilution		Issue Price
			$0.008	$0.016	$0.032
			50% decrease	Issue Price	100% increase
				Funds Raised
Current	3,322,256,883	332,225,688	2,657,806	5,315,611	10,631,222
50% increase	4,983,385,325	498,338,532	3,986,708	7,973,417	15,946,833
100% increase	6,644,513,766	664,451,377	5,315,611	10,631,222	21,262,444

The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current Shares on issue are as at the date of this notice.

2. The issue price set out above is the closing price of the Shares on the ASX on 25 November 2021 ($0.016).

3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

4. The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued either under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

8. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

9. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (e)

Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued pursuant to the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities

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could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) alternative methods of raising funds that are available to the Company at that time, including but not limited to, an entitlement issue, share purchase plan, placement or other offer in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

• (f) Previous approval under Listing Rule 7.1A

The Company obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its previous annual general meeting held on 29 January 2021 ( Previous Approval ).

In the twelve months preceding the date of the 2021 Annual General Meeting and as at the date of this Notice, the Company has issued 54,265,254 Equity Securities and this represents 2.3% of the total number of Equity Securities on issue at the commencement of that 12-month period. Details of Equity Securities issued or agreed to be issued under Listing Rule 7.1A by the Company during the 12 months preceding the date of the 2021 Annual General Meeting are detailed below:

Date of Issue: 24 November 2021

Name of recipients: PearTree Securities Inc. (as agent for the beneficial purchasers, who were identified by PearTree Securities as being eligible for the purposes of the issue of flow-through shares). Peartree Securities is the leading promoter of flow-through share donation financing in Canada and was selected by the Company based on its ability to arrange all aspects of the Placement.

Number & class of securities: 54,265,254 Shares

Price of issue: A$0.0171 per Share

Discount to the closing market price: Nil, issued at a premium

Total cash consideration: $927,936

Amount of cash spent: Nil

Intended use of funds: Funds will be expended on eligible exploration expenditure on the Company’s Canadian projects.

(g) Voting Exclusion

At the date of the Notice, the Company is not proposing to make an Issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5.3 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 – APPROVAL OF AMENDMENTS TO CONSTITUTION

6.1 Background

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

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Resolution 5 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders.

A copy of the Proposed Constitution with the marked up changes is available for review by Shareholders at the Company’s website www.valorresources.com.au and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9200 3467). Shareholders are invited to contact the Company if they have any queries or concerns.

6.2 Summary of proposed changes

Rotation of Directors (clause 14.2)

The Proposed Constitution amends the formula to determine the number of directors required to rotate at the Company’s annual general meeting in every year by rounding downwards and extends the Directors who are exempt from retirement by rotation to any Director who has been appointed as the Company’s chief executive officer (including, for example, an executive chairman).

Under the Proposed Constitution, clause 1.1 will be amended by including the following definition:

“ Managing Director means a Director appointed as the chief executive officer of the Company.”

Under the Proposed Constitution, clause 14.2 will be amended to the following:

“Subject to clause 18.4, at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest but not exceeding one-third, shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election. An election of Directors shall take place each year.

In determining the number of Directors to retire, no account is to be taken of:

• (a) a Director who only holds office until the next annual general meeting pursuant to clause 14.4; and/ or

• (b) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.”

Resolution 5 seeks Shareholder approval for the amendment to the Company’s constitution.

6.3 Recommendation of the Board

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

7. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR

7.1 Background

Resolution 6 seeks Shareholder approval for the issue of up to an aggregate of 15,000,000 Performance Rights to Director Paula Smith (and/or her nominee(s)) ( Director Rights ) as described below.

If Resolution 6 is passed, Ms Smith will be entitled to 15 million Director Rights comprised of two (2) equal tranches of 7.5 million Director Rights.

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The Director Rights will vest and be convertible to Shares on achievement of the following performance milestones ( Milestones ):

• Tranche 1 - trading in Shares achieves a 20-day VWAP of $0.02 and Ms Smith continues to be an officer of the Company for at least 6 months from the date of the Meeting;

• Tranche 2 - trading in Shares achieves a 20-day VWAP of $0.025 and Ms Smith continues to be an officer of the Company for at least 12 months from the date of the Meeting;

For vesting to occur, the Milestones for Tranches 1 to 2 must be achieved within 3 years of issue of the Director Rights.

Once vested, the Director Rights must be converted into Shares within 2 years of vesting, at the holder’s absolute discretion.

The terms of the Director Rights are set out in full in Schedule 1.

7.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

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 issue of the Director Rights constitutes giving a financial benefit and Ms Smith is a related party of the Company.

The Directors who do not have a material person interest in the outcome of Resolution 6 (being Mr Bauk, Mr Billingsley and Mr McMaster) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Rights as the Director Rights are a reasonable and appropriate method to provide cost-effective remuneration. The non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative, cash forms of remuneration were provided to Ms Smith and, as such, the giving of the financial benefit is reasonable remuneration and within the exception in section 211 of the Corporations Act.

Listing Rule 10.11

Approval of Resolution 6 is sought for the purposes of Listing Rule 10.11.

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

• (a) a Related Party;

• (b) 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) 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 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) an associate of a person referred to in Listing Rule s 10.11.1 to 10.11.3; or

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

unless it obtains the approval of its shareholders.

The issue of the Director Rights falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires shareholder approval under Listing Rule 10.11.

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Resolution 6 seeks shareholder approval to the issue of the Director Rights under and for the purposes of Listing Rule 10.11.

If Resolution 6 is passed, the issue of those Director Rights can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without Shareholder approval as set out in Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not issue any Director Rights.

7.3 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 Director Rights will be issued to Ms Smith, a Related Party for the purposes of listing rule 10.11.1;

• (b) Ms Smith is a Director and is therefore a related party for the purposes of Listing Rule 10.11.1.

• (c) the maximum number of Director Rights to be issued is 15,000,000;

• (d) the Director Rights will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Rights will be issued on one date;

• (e) no funds are payable for the issue of the Director Rights, which are being issued as performance-based incentives to the Director proposed to receive them;

• (f) the Director Rights convert to Shares on achievement of the applicable Milestone;

• (g) the Director Rights are proposed to be issued as reasonable remuneration to the proposed recipient for the purposes of Chapter 2E of the Corporations Act, a summary of which is set above in section 7.2. Ms Smith’s remuneration package, in addition to the Director Rights, is as follows:

• (i) $16,364 inclusive of superannuation per annum plus GST for Director Fees;

• (ii) $30,000 inclusive of superannuation per annum plus GST for Company Secretarial Fees; and

• (iii) $36,000 inclusive of superannuation per annum plus GST for Accounting Services.

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

7.4 Recommendation of the Board

• The Directors (other than Ms Smith) recommend that Shareholders vote in favour of Resolution 6.

8. RESOLUTION 7 – RATIFICATION OF THE ISSUE OF THE LR 7.1 PLACEMENT SHARES

8.1 Background

On 24 November 2021, the Company completed the placement of 319,002,466 fully paid ordinary shares at A$0.0171 per Share (Placement Shares) as Canadian charity flow-through shares, which provide tax incentives to those investors for expenditures that qualify as flow through mining expenditures under the Income Tax Act (Canada), to raise $5.4 million (before costs) (Placement) . A total of 264,737,212 Placement Shares were issued in accordance with the Company’s placement capacity under Listing Rule 7.1 (LR 7.1 Placement Shares) and a total of 54,265,254 of the Placement Shares were issued in accordance with the Company’s placement capacity under Listing Rule 7.1A ( LR 7.1A Placement Shares ).

None of the parties who participated in the 2021 Placement are related parties of the Company. Refer to the Company’s ASX announcement of 25 November 2021 for further details of the Placement.

Resolution 7 seeks Shareholder approval for the ratification of the issue of the LR 7.1 Placement Shares.

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Resolution 7 is an ordinary resolution.

8.2 Listing Rules 7.1 and 7.4

In accordance with Listing Rule 7.1, the 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.

Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

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, Resolution 7 seeks Shareholder approval for the ratification of the issue of the LR 7.1 Placement Shares for the purposes of Listing Rule 7.4.

If Resolution 7 is passed, the issue of the LR 7.1 Placement Shares 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.

If Resolution 7 is not passed, the issue of the LR 7.1 Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the issue.

8.3 Specific Information Required by Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the LR 7.1 Placement Shares:

• (a) The LR 7.1 Placement Shares were issued as Canadian charity flow-through shares to PearTree Securities Inc. (as agent for the beneficial purchasers, who were identified by PearTree Securities as being eligible for the purposes of the issue of flow-through shares). Peartree Securities is the leading promoter of flow-through share donation financing in Canada and was selected by the Company based on its ability to arrange all aspects of the Placement.

• None of PearTree Securities or the beneficial purchasers are a related party of the Company.

• (b) The LR 7.1 Placement Shares consist of 264,737,212 fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company’s existing Shares.

• (c) The LR 7.1 Placement Shares were issued on 24 November 2021.

• (d) The LR 7.1 Placement Shares were issued at a price of $0.0171 per Share.

• (e) The purpose of the issue of the LR 7.1 Placement Shares was to provide proceeds to fund the Company’s exploration activities at its Uranium properties in Saskatchewan, Canada.

• (f) A voting exclusion statement is included in the Notice for Resolution 7.

8.4 Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

9. RESOLUTION 8 – RATIFICATION OF THE ISSUE OF THE LR 7.1A PLACEMENT SHARES

9.1 Background

See section 8.1 of this Notice for background information on the Placement.

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Resolution 8 seeks Shareholder approval for the ratification of the issue of the LR 7.1A Placement Shares.

None of the parties who participated in the Placement are related parties of the Company.

Resolution 8 is an ordinary resolution.

9.2 ASX Listing Rules 7.1A and 7.4

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% annual placement capacity under Listing Rule 7.1.

On 29 January 2021, Shareholders approved the Company having the additional capacity to issue Equity Securities in an amount up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2.

Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1A) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1A.

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 7.1A. To this end, Resolution 8 seeks Shareholder approval for the ratification of the issue of the LR 7.1A Placement Shares for the purposes of Listing Rule 7.4.

If Resolution 8 is passed, the issue of the LR 7.1A Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the issue.

If Resolution 8 is not passed, the issue of the LR 7.1A Placement Shares will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the issue.

9.3 Specific Information Required by ASX Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the LR 7.1A Placement Shares:

• (a) The LR 7.1 Placement Shares were issued as Canadian charity flow-through shares to PearTree Securities Inc. (as agent for the beneficial purchasers, who were identified by PearTree Securities as being eligible for the purposes of the issue of flow-through shares). Peartree Securities is the leading promoter of flow-through share donation financing in Canada and was selected by the Company based on its ability to arrange all aspects of the Placement.

None of PearTree Securities or the beneficial purchasers are a related party of the Company.

• (b) The LR 7.1A Placement Shares consist of 54,265,254 fully paid ordinary shares in the capital of the Company and were issued on the same terms and conditions as the Company’s existing Shares.

• (c) The LR 7.1A Placement Shares were issued on 24 November 2021.

• (d) The LR 7.1A Placement Shares were issued at a price of $0.0171 per Share.

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• (e) The purpose of the issue of the LR 7.1A Placement Shares was to provide proceeds to fund the Company’s exploration activities at its Uranium properties, in Saskatchewan, Canada.

• (f) A voting exclusion statement is included in the Notice for Resolution 8.

• 9.4 Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8.

10. RESOLUTION 9 – APPROVAL OF LONG TERM INCENTIVE PLAN

10.1 Background

Resolution 9 seeks Shareholder approval of the adoption of the Long Term Incentive Plan ( LTIP ) in accordance with Listing Rule 7.2 (Exception 13(b)).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during a 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.

Listing Rule 7.2 (Exception 13(b)) sets out an exception to Listing Rule 7.1 which provide that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1.

Resolution 9 is an ordinary resolution.

If Resolution 9 is passed, the Company will be able to issue a limited number of securities under the LTIP to eligible participants over a period of 3 years without impacting on the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 9 is not passed, the Company will not be able to reply on Exception 13(b) under Listing Rule 7.2 and the issue of securities under the LTIP to eligible participants will remain subject to the 15% placement capacity on issuing securities without shareholder approval set out in Listing Rule 7.1.

The objective of the LTIP is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the LTIP and the future issues of securities under the LTIP will provide selected employees with the opportunity to participate in the future growth of the Company. Any future issues of securities under the LTIP to a related party, or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained, will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

10.2 Information required by Listing Rule 7.2, Exception 13(b)

A summary of the key terms and conditions of the LTIP is set out in Schedule 2. In addition, a copy of the LTIP is available for review by Shareholders at the registered office of the Company until the date of the Meeting.

A copy of the LTIP can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

It is noted that the Company has not previously had an employee incentive scheme.

The maximum number of securities proposed to be issued by the Company under the LTIP over the next 3 years (excluding any Equity Securities issued with Shareholder approval under Listing Rule 10.14) is 332,225,688 securities (being 10% of the Company’s current issued capital of 3,322,256,883 Shares).

10.3 Directors Recommendation

For good corporate governance reasons, the Board does not make a recommendation for Resolution 9.

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11. ENQUIRIES

Shareholders should contact the Company Secretary on +61 8 9200 3467 if they have any queries in respect of the matters set out in this Notice of Meeting.

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GLOSSARY

• $ means Australian dollars.

• 7.1 Mandate has the meaning given in Section 5.1.

10% Placement Period means the 12-month period after the Meeting.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

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

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

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

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

Company means Valor Resources Limited ACN 076 390 451.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director Rights has the meaning given in Section 7.1 of the Explanatory Statement.

Directors mean the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities has the meaning given in the Listing Rules.

Explanatory Statement means the explanatory statement to the Notice.

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

Listing Rules means the listing rules of ASX.

LTIP has the meaning given in Section 10.1 of the Explanatory Statement.

Milestone has the meaning given in Section 7.1 of the Explanatory Statement.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement.

Option means an option to acquire a Share.

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Performance Right means a right to subscribe for a Share, subject to achievement of specified performance hurdles or milestones.

Proxy Form means the proxy form accompanying the Notice.

Related Party has the meaning given in section 9 of the Corporations Act.

Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2021.

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

Section means a section of the Explanatory Statement unless indicated otherwise.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share in the Company.

Variable A means “A” as set out in the formula in Listing Rule 7.1A(2).

Voting Power means the voting power determined in accordance with Section 610 of the Corporations Act.

VWAP means volume weight average price.

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SCHEDULE 1 – TERMS OF PERFORMANCE RIGHTS

Definitions

For the purpose of these terms and conditions, italicised terms not defined in this section of schedule 1 have the meaning given in the Glossary.

Change of Control Event means

• (a) the occurrence of:

• (i) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and

• (ii) that takeover bid has become unconditional; or

• (b) the announcement by the Company that:

• (i) Shareholders have at a Court-convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

  • A. cancelled; or

  • B. transferred to a third party; and

• (ii) the Court, by order, approves the proposed scheme of arrangement.

Expiry Date has that meaning given to it in item (b) in the row below.

Holder means a holder of a Performance Right.

Milestone means a performance milestones set out in item (a)(i) and (a)(ii) in the row below.

Conversion of Performance Rights

• (a) Milestones – Smith

The Performance Rights issued to the Director will vest, and be convertible into Shares, on the achievement of the following Milestones and in the following amounts:

• (i) 7,500,000 Director Rights vesting on trading in Shares achieving a 20-day VWAP of $0.02 within three (3) years of issue;

• (ii) 7,500,000 Director Rights on trading in Shares achieving a 20-day VWAP of $0.025 within three (3) years of issue;

• (b) Conversion notice

A Performance Right may be converted by the Holder giving written notice to the Company ( Conversion Notice ) prior to the date that is five (5) years from the date of issue of the Performance Right ( Expiry Date ).

No payment is required to be made for conversion of a Performance Right to a Share.

• (c) Lapse

To the extent that the Performance Rights have not converted into Shares on or before the Expiry Date, then all such unconverted Performance Rights held by each Holder will automatically lapse.

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• (d) Issue of Shares

The Company will issue a Share on conversion of a Performance Right within 10 Business Days following the conversion or such period required by the Listing Rules.

• (e) Holding statement

The Company will issue the Holder with a new holding statement for any Share issued on conversion of a Performance Right within 10 Business Days following the issue of the Share.

• (f) Ranking of Shares

Each Share into which the Performance Rights will convert will on issue:

• (i) rank equally in all respects (including, without limitation, rights relating to dividends) with other issued Shares;

• (ii) be issued credited as fully paid;

• (iii) be duly authorised and issued by all necessary corporate action; and

• (iv) be issued free from all liens, charges and encumbrances whether known about or not including statutory and other pre-emption rights and any transfer restrictions.

Conversion on change of control

Takeover provisions

If there is a Change of Control Event in relation to the Company prior to the conversion of the Performance Rights, then the Milestones will be deemed to have been achieved by the Expiry Date, and each Performance Right will automatically and immediately convert into Shares.

• (a) If the conversion of Performance Rights under these terms and conditions would result in any person being in contravention of section 606(1) of the Corporations Act then the conversion of each Performance Right that would cause the contravention will be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1) of the Corporations Act. Following a deferment under this paragraph, the Company will at all times be required to convert that number of Performance Rights that would not result in a contravention of section 606(1) of the Corporations Act.

• (b) A Holder must give notification to the Company in writing if they consider that the conversion of Performance Rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will assume that the conversion of Performance Rights under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act.

• (c) The Company may (but is not obliged to) by written notice request the Holders to give notification to the Company in writing within seven days if they consider that the conversion of Performance Rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act. If the Holders do not give notification to the Company within seven days that they consider the conversion of Performance Rights under these terms and conditions may result in the contravention of section 606(1) of the Corporations Act then the Company will assume that the conversion of Performance Rights under these terms and conditions will not result in any person being in contravention of section 606(1) of the Corporations Act.

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Rights attaching to Performance Rights

• (a) Notice of satisfaction of Milestone

The Company will give written notice to the Holder promptly following satisfaction of a Milestone or lapse of a Performance Right where the Milestone is not satisfied.

• (b) Entitlement

Each Performance Right entitles the Holder to subscribe for one Share on satisfaction of the Milestone and issue of the Conversion Notice by the Holder.

• (c) No voting rights

A Performance Right does not entitle a Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company.

• (d) No dividend rights

A Performance Right does not entitle a Holder to any dividends.

• (e) No right to surplus profits or assets

A Performance Right does not entitle a Holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

• (f) No right to a return of capital

A Performance Right does not entitle a Holder to a return of capital, whether upon winding up of the Company, upon a reduction of capital or otherwise.

• (g) Not transferable

A Performance Right is not transferable.

• (h) Reorganisation of capital

If there is a reorganisation (including, without limitation, consolidation or subdivision, but excluding a return of capital) of the issued capital of the Company, the rights of a Holder will be varied (as appropriate) in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation.

• (i) Quotation of Shares on conversion

An application will be made by the Company to ASX for official quotation of the Shares issued upon the conversion of each Performance Right within the time period required by the Listing Rules.

• (j) Participation in entitlements and bonus issues

A Performance Right does not entitle a Holder to participate in new issues of capital offered to holders of Shares, such as bonus issues and entitlement issues.

• (k) No other rights

A Performance Right does not give a Holder any other rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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SCHEDULE 2 – SUMMARY OF LONG TERM INCENTIVE PLAN (LTIP)

Objectives of the	The objectives of the LTIP are to:
LTIP	(a) establish a method by which eligible participants can participate in the future
	growth and profitability of the Company;
	(b) provide an incentive and reward for eligible participants for their
	contributions to the Company;
	(c) attract and retain a high standard of managerial and technical personnel for
	the benefit of the Company; and
	(d) align the interests of eligible participants more closely with the interests
	of Shareholders, by providing an opportunity for eligible participants to hold an
	equity interest in the Company.
Eligible	The eligible participants under the LTIP are:
participants	(a) full time permanent part-time employees of the Company and its subsidiaries
	(b) directors of the Company and its subsidiaries
	(c) contractors and casual employees who work a pro-rata equivalent of 40% or
	more of a comparable full-time position
	In accordance with the Listing Rules, prior Shareholder approval will be required
	before any Director or related party of the Company can participate in the LTIP
	and be granted Performance Rights.
Limits on	An offer of Performance Rights may only be made under the LTIP if the number of
entitlement	Shares that may be issued on exercise of those Performance Rights, when aggregated
	with:
	(a) the number of Shares which would be issued if each outstanding Performance
	Right converts into Shares (as the case may be); and
	(b) the number of Shares issued during the previous three years pursuant to the
	LTIP,
	does not exceed 10% of the total number of issued Shares as at the time of the
	offer.
No consideration	Performance Rights will be issued for no consideration and no amount will be
payable	payable on vesting and conversion to Shares.
Offer and vesting	The Performance Rights issued under the LTIP to eligible participants will be subject
conditions	to vesting conditions, determined by the Board from time to time and expressed in
	a written offer letter (Offer) made by the Company to the eligible participant which
	is subject to acceptance by the eligible participant within a specified period. The
	vesting conditions may include one or more of:
	(a) a condition that the eligible participant remain as an employee or director (as
	the case may be) of the Company or its related body corporate for a stipulated
	minimum period;
	(b) a condition that any stipulated performance criterion be satisfied by the
	eligible participant;

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	(c) a condition that certain specified milestones in connection with the business
	of the Company or related body corporate be completed within a specified
	time or in a specified manner; and
	(d) a condition that the market price of the Company’s shares attain a specified
	price or value (or remain at a specified price or value for a specified number
	of days) within a specified period.
	The Board in its absolute discretion determines whether vesting conditions have
	been met and may waive any of the vesting conditions attaching to a Performance
	Right.
Expiry date and	Performance Rights will have an expiry date as the Board may determine in its
lapse	absolute discretion and specify in the Offer. The Board is not permitted to extend
	an expiry date without shareholder approval.
	If a vesting condition of a Performance Right is not achieved by the expiry date,
	then the Performance Rights will lapse. Unless an eligible participant acts
	fraudulently or dishonestly or is in breach of his or her obligations to the
	Company, a Performance Right (including an unconverted vested Performance
	Right) will be retained (and not automatically lapse) if the eligible participant ceases
	to be an eligible participant under the LTIP, unless the Board determines otherwise
	in its absolute discretion.
Forfeiture	If a participant acts fraudulently or dishonestly or is in breach of his or her
	obligations to the Company, the Board will have the discretion to deem any
	Performance Rights to have lapsed
Assignment	Except upon death, Performance Rights may not be transferred, assigned or
	novated except with the prior approval of the Board.
Takeover bid or	All Performance Rights automatically vest in the event of:
change of control	(a) a Court approval of a merger by way of scheme of arrangement (but shall not
	include a merger by way of scheme of arrangement for the purposes of a
	corporate restructure (including change of domicile, consolidation, sub-
	division, reduction or return) of the issued capital of the Company;
	(b) a takeover bid (as defined in the Corporations Act) is announced, has become
	unconditional and the person making the takeover bid has a relevant interest
	in 50% or more of the shares in the Company; or
	(c) a person, or a group of associated persons, becoming entitled to
	sufficient Shares to give that person or persons the ability, in general meeting, to
	replace all or a majority of the Board.
Taxation	To the extent permitted under any applicable law or regulation, subdivision 83A-C
	of the_Income Tax Assessment Act 1997_(Cth) applies to Performance Rights granted
	under the LTIP.
Alteration in	Appropriate adjustments will be made to the number of Performance Rights in
share capital	accordance with the Listing Rules in the event of a reconstruction of the share
	capital of the Company, such as a share consolidation, share split or other
	reduction of capital.

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• Rights issues A holder of Performance Rights will only be able to participate in a pro rata offer of new securities in the Company to existing shareholders, if, prior to the record date, the Performance Rights have been duly converted. In addition, no adjustment to the number of Shares a Performance Rights holder is entitled to or adjustment to any Performance Condition which is based, in whole or in part, upon the Company’s Share price, shall occur as a result of the Company undertaking a rights issue.

• Bonus issues If, during the term of any Performance Rights, the Company completes a bonus issue, the number of Shares each Performance Rights holder is then entitled, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were exercised immediately prior to the record date for the bonus issue.

• Participation in There are no participation rights or entitlements inherent in the Performance other Rights though the Company will use its reasonable endeavours to ensure that each opportunities holder is given an opportunity to participate on the same basis as if his or her Performance Rights had vested.

• Termination, The Board may terminate, suspend or amend the LTIP at any time subject to any suspension or resolution of the Company required by the Listing Rules. amendment

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VALOR RESOURCES LIMITED | ACN 076 390 451

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

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Holder Number:

Your proxy voting instruction must be received by 2.00pm (AWST) on Monday, 10 January 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

• Save Money: help minimise unnecessary print and mail costs for the Company.

• It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.

• Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

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SUBMIT YOUR PROXY VOTE BY PAPER

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

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

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to

this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

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

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

CORPORATE REPRESENTATIVES

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

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Return your completed form

Return your completed form All enquiries to Automic WEBCHAT BY MAIL IN PERSON BY EMAIL Automic Automic meetings@automicgroup.com.au PHONE GPO Box 5193 Level 5, 126 Phillip Street BY FACSIMILE 1300 288 664 (Within Australia) Sydney NSW 2001 Sydney NSW 2000 +61 2 8583 3040 +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Valor Resources Limited, to be held at 2.00pm (AWST) on Wednesday, 12 January 2022 at 22 Lindsay Street, Perth, Western Australia hereby:

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

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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Resolutions For Against Abstain
1. Adoption of Remuneration Report
2. Election of a Director – Mr Brian Mcmaster
3. Election of a Director – Ms Paula Smith
4. Approval of 7.1A Mandate
5. Approval of Amendment to Constitution
6. Issue of Performance Rights to Ms Paula Smith, a Director
7. Ratification of the Issue of the LR 7.1 Placement Shares
8. Ratification of the Issue of the LR 7.1A Placement Shares
9. Approval of Long Term Incentive Plan
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands
or on a poll and your votes will not be counted in computing the required majority on a poll.
Your Voting Direction
STEP 2:
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SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3

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Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name:

Email Address:

Contact Daytime Telephone

Date (DD/MM/YY) / /

By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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