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ASX Announcement/Press Release Zenith Minerals Limited (ASX:ZNC) 1 March 2024

Notice of Shareholder Meeting & Lithium Business Update

Zenith Minerals Limited (“Zenith”, “ZNC” or “the Company”) (ASX: ZNC) advises that, further to its announcements dated 22-Feb-2024 and 27-Feb-2024, it has prepared the attached notice of general meeting and explanatory statement in response to a request from a group of shareholders, under section 249D of the Corporations Act 2001 (Cth), seeking the removal of a board member Mr Michael Clifford, the Company’s Managing Director. The notice will be sent to shareholders shortly.

Mr Clifford has been instrumental in the formation of Zenith’s lithium business including exploration of its tenure. He is presently the only executive director of the Company, and his removal would be detrimental to the Company. The Board considers that the depth of technical and corporate experience and knowledge brought to the Company by Mr. Clifford cannot easily be replaced.

The Board strongly supports Mr. Clifford and does not believe the removal of Mr. Clifford as a director is in the best interests of the Company as a whole. Accordingly, the Board of Zenith Minerals Limited does not consider that the Resolutions are in the best interests of Zenith or Shareholders and recommends that Shareholders vote AGAINST all Resolutions.

Update on Lithium Business

As announced on 15 January 2024, Zenith appointed Azure Capital to assist with the ongoing strategic review of the Company’s lithium business, including engaging with a wide range of potential strategic and financial investors. This process continues, and the Board is encouraged by the strong level of interest shown by potential investors and partners to date. We will keep shareholders updated as this process advances. At this stage we anticipate being able to provide further updates shortly.

For further information, please contact:

Zenith Minerals Limited	Media & Investor Enquiries
Michael Clifford	Jane Morgan Management
Managing Director	Jane Morgan
P: +61 8 9226 1110	E: [email protected]
E: [email protected]

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Zenith Minerals Limited (ASX:ZNC)
Level 2, 33 Ord Street,
1
West Perth, WA 6005
ABN 96 119 397 938
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Zenith Minerals Limited

ABN: 96 119 397 938

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

Date of Meeting: 2 April 2024 Time of Meeting: 9.00am WST

9.00am WST

Place of Meeting: PKF Perth, Level 5, 35 Havelock Street, West Perth, Western Australia

ZENITH IS REQUIRED TO CALL THE GENERAL MEETING FOLLOWING RECEIPT OF A REQUEST MADE BY THE REQUISITIONING SHAREHOLDERS PURSUANT TO SECTION 249D OF THE CORPORATIONS ACT.

The Board of Zenith Minerals Limited does not consider that the Resolutions are in the best interests of Zenith or Shareholders and recommends that Shareholders vote AGAINST all Resolutions.

This is an important document that requires your immediate attention

You should read this document in its entirety before deciding whether or not to vote for or against any Resolution at the Meeting. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

If you have questions about the Meeting or the Resolutions to be voted on, please contact the Company by telephone on +61 8 9226 1110.

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Zenith Minerals Limited will be held at PKF Perth, Level 5, 35 Havelock Street, West Perth, Western Australia, at 9.00am WST on 2 April 2024.

AGENDA

RESOLUTIONS

1. RESOLUTION 1 – REMOVAL OF MR MICHAEL CLIFFORD AS A DIRECTOR

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

"That Mr Michael Clifford be removed as a director of Zenith Minerals Limited, with immediate effect.”

The Board is not proposing Resolution 1. The Company is required to put Resolution 1 to Shareholders due to a request made by the Requisitioning Shareholders.

The Board recommends you vote AGAINST this Resolution.

The Chair intends to vote all undirected proxies against Resolution 1.

2. RESOLUTION 2 – REMOVAL OF ANY DIRECTORS APPOINTED AFTER 22 FEBRUARY 2024

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

"That any other person who is appointed as a director of Zenith Minerals Limited between 22 February 2024 and the date of the general meeting be removed as a director of Zenith Minerals Limited, with immediate effect.”

The Board is not proposing Resolution 2. The Company is required to put Resolution 2 to Shareholders due to a request made by the Requisitioning Shareholders.

The Board recommends you vote AGAINST this Resolution.

The Chair intends to vote all undirected proxies against Resolution 2.

BY ORDER OF THE BOARD

Nicholas Ong

Company Secretary 1 March 2024

Voting in person

To vote in person, attend the Meeting at the time, date and 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:

a) each Shareholder has a right to appoint a proxy;
b) the proxy need not be a Shareholder of the Company; and

c) a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

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

The Chair intends to vote all undirected proxies AGAINST the Resolutions.

Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting.

Eligibility to vote

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 7:00pm (AEDT) on 31 March 2024.

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Voting by poll

All Resolutions under this Notice will be determined by poll.

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 7:00pm (AEDT) on 31 March 2024.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9226 1110.

EXPLANATORY STATEMENT

The purpose of this Explanatory Memorandum is to explain the background to the Meeting and the Resolutions, and to provide information that the Board considers material to Shareholders in relation to the Resolutions.

1. Background to the Resolutions

On 21 February 2024, Pauline Tilbrook, John Bevan Tilbrook, John Edwin Tilbrook as joint holders, John Bevan Tilbrook, Pauline Tilbrook and John Edwin Tilbrook as trustees of the Tilbrook Superannuation Fund, John Bevan Tilbrook and Grey Willow Pty Ltd ACN 070 918 759 ( Requisitioning Shareholders ) issued notice to the Company pursuant to section 203D of the Corporations Act advising of their intention to move the following resolutions at a general meeting of the Company:

"That Mr Michael Clifford be removed as a director of Zenith Minerals Limited, with immediate effect.”

On 22 February 2024, the Requisitioning Shareholders, who hold at least 5% of the votes that may be cast at a general meeting of the Company, issued to the Company notice pursuant to section 249D of the Corporations Act requesting the Company call and arrange to hold a general meeting for the purposes of considering the above resolutions.

The impact of the two notices is that Zenith is obliged to call and arrange to hold a general meeting to consider the proposed resolutions.

In compliance with the above, the Company has included in the Notice the following items of business:

Resolution 1 – Removal of Mr Michael Clifford as a Director
Resolution 2 – Removal of any Directors appointed between 22 February 2024 and the date of the general meeting (as at the date of this Notice there are no such appointees).

2. Statement of Mr Clifford

Section 203D of the Corporations Act provides that a director who is the subject of a proposed resolution for their removal from office is entitled to submit a statement for circulation to shareholders to put their case to shareholders.

Mr Clifford has provided such a statement and is set out in Schedule 1 to this Explanatory Statement.

3. Resolution 1

Under section 203D of the Corporations Act, a company may by resolution remove a director from office.

The Constitution also provides that the Company may remove any director from office by resolution passed in general meeting.

The Requisitioning Shareholders have given notice of their intention to move Resolution 1 for the removal of Mr Clifford as a Director.

Mr Clifford has provided a statement regarding his proposed removal as a Director of the Company. This is set out in Schedule 1 to this Explanatory Statement.

Mr Clifford’s biography is set out in Schedule 2 to this Explanatory Statement.

Subject to the passing of Resolution 1, the removal of Mr Clifford as a Director will take effect immediately.

The Board is not proposing Resolution 1 for the removal of Mr Clifford as a Director. The Company is required to put Resolution 1 to Shareholders due to the request made by the Requisitioning Shareholders.

The Board recommend that Shareholders vote AGAINST Resolution 1 for the following reasons:

Mr Clifford has been instrumental in the formation of Zenith’s lithium business including exploration of its tenure. He is presently the only executive director of the Company, and his removal would be detrimental. The Board considers that the depth of technical and corporate experience and knowledge brought to the Company by Mr. Clifford cannot easily be replaced.

4. Resolution 2

Resolution 2 seeks Shareholder approval for the removal of any person appointed as a Director between 22 February 2024 (being the date of the Requisitioning Shareholders’ section 249D notice) and the date of this Meeting. As at the date of this Notice there are no such appointees and accordingly this resolution does not currently apply to any Director of the Company.

The Board is not proposing Resolution 2. The Company is required to put Resolution 2 to Shareholders due to the request made by the Requisitioning Shareholders.

The Board recommend that Shareholders vote AGAINST Resolution 2.

GLOSSARY

GLOSSARY
In this Explanatory Statement,	the following terms have the following meaning unless the context otherwise requires
AEDT	Australian Eastern Daylight Time.
Board	board of Directors.
Chair	chairperson of the General Meeting.
CompanyorZenith	Zenith Minerals Limited ACN 119 397 938.
Company Secretary	the company secretary of the Company.
Constitution	the constitution of the Company adopted on 17 May 2023.
Corporations Act	Corporations Act 2001(Cth).
Director	director of the Company.
Explanatory	the explanatory statement that accompanies this Notice of General Meeting.
Statement
General Meetingor	the general meeting of the Company convened by this Notice of General
Meeting	Meeting.
Noticeor	this Notice of General Meeting.
orNotice of General
Meeting
Proxy Form	the proxy form enclosed with this Notice of General Meeting.
Resolution	a resolution contained in this Notice of General Meeting.
Requisitioning	Pauline Tilbrook, John Bevan Tilbrook, John Edwin Tilbrook as joint holders,
Shareholders	John Bevan Tilbrook, Pauline Tilbrook and John Edwin Tilbrook as trustees
	of the Tilbrook Superannuation Fund, John Bevan Tilbrook and Grey Willow
	Pty Ltd ACN 070 918 759
Schedule	Schedule to this Notice of General Meeting.
Share	fully paid ordinary share in the capital of the Company.
Shareholder	holder of a Share in the Company.
WST	Australian Western Standard Time.

SCHEDULE 1 – STATEMENT BY MR CLIFFORD

Although we have a small but very capable technical team within Zenith, an immediate termination from my position as Managing Director would provide no opportunity for an orderly transition and handover to a new incumbent and significant corporate, technical and project knowledge would be lost from the Company.

At my instigation succession planning commenced in late 2023 - early 2024 for the role of Managing Director of Zenith Minerals Limited, following my nearly 10 years in the position. It was noted that there is no one within the Company capable of taking on the role in the short or medium term and an external search will be required to find a suitable replacement. This search process has not yet commenced, and no firm decision has been made on the timing of any such succession, pending the outcome of the ongoing strategic review of the Company’s lithium projects managed by Azure Capital. The outcome of that strategic review is expected to be known in the 2[nd] calendar quarter 2024 and any change of a Managing Director is best completed after that time.

Despite repeated requests for meetings with the requisitioning shareholders, in the latter part of 2023 and in early 2024, neither I, nor the other Zenith Board members were able to obtain any insights into the concerns of those shareholders, other than share price, nor if they had an alternate plan, strategy or ideas on potential Director replacements.

I am more than happy to see a timely and orderly transition to a new Managing Director, Technical Director or Chief Executive Officer as may be required in the future, however an immediate termination, as requested by the requisitioning shareholders will be disruptive, costly, and detrimental to the Company as a whole.

SCHEDULE 2 – MR CLIFFORD’S BIOGRAPHY

Michael Clifford is a geologist (BSc (Hons) 1987, MSc) with over 35 years’ experience in the exploration and mining industry. He has held numerous senior technical and business development roles and explored for most major metal commodities during a successful career with Billiton Australia, Acacia Resources Limited and AngloGold Ashanti where he rose to the position of Regional Exploration Manager Australia. He is experienced in international exploration and has had exposure to mining and exploration in the USA, Indonesia, Brazil, PNG, Angola, Democratic Republic of Congo, Mexico and Mongolia.

Mr Clifford was Managing Director of ASX-listed PacMag Metals Ltd from 2005 until its successful takeover in 2010 by Canadian listed Entrée Gold Limited. During his time at PacMag he also sourced and executed the initial agreements to secure the Lance Uranium project in Wyoming USA, that latter was divested to Peninsular Mineral Limited and put into production. Peninsula shares were distributed to PacMag shareholders as part of that transaction.

Michael went on to provide consulting services to an international resources fund until he co-founded private companies S2M2 Coal Pty Ltd and SM3 Resources Pty Ltd, both project incubators.

Upon joining Zenith Minerals Limited in 2014 as the Managing Director, he has been instrumental in securing ground and partners that resulted in the Earaheedy Zinc, Rio Lithium and Dulcie Far North Gold discoveries, all three mineral resources in Western Australia, as well as the Burro Creek lithium deposit in Arizona USA, that was divested to Bradda Head Lithium. In addition, under his stewardship the Company has discovered the Waratah Well lithium zone in Western Australia, the Red Mountain gold discovery in Queensland and with Turkish partners the Kavaklitepe gold discovery in Turkey. He was also instrumental on identifying the early staking opportunity for rare earths in Wyoming USA, that was subsequently divested by Zenith to American Rare Earths, that has grown to become the Halleck Creek rare earth deposit.

Mr Clifford is highly skilled at exploration across multiple commodity and deposit styles and has proven project generation and discovery highlights in his career. He currently acts as the Company’s Competent Person regarding the disclosure of exploration results and reporting of mineral resources under the JORC Code.

He has significant managerial, safety, corporate, capital raising, investor relations, asset sales and merger and acquisitions experience through his roles as a Managing Director over a cumulative 15-year period.

for Securityholder registration.

Zenith Minerals Limited | ABN 96 119 397 938

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 09.00am (AWST) on Sunday, 31 March 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 – APPOINT A PROXY

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

DEFAULT TO THE CHAIR OF THE MEETING

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

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

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

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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.

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE:

https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Zenith Minerals Limited, to be held at 09.00am (AWST) on Tuesday, 02 April 2024 at PKF Perth, Level 5, 35 Havelock Street, West Perth, Western Australia hereby:

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

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

The Board of Zenith Minerals Limited does not consider that the Resolutions are in the best interests of Zenith or Shareholders and recommends that Shareholders vote AGAINST all Resolutions.

STEP 2 - Your voting direction

Resolutions For Against Abstain 1 REMOVAL OF MR MICHAEL CLIFFORD AS A DIRECTOR 2 REMOVAL OF ANY DIRECTORS APPOINTED AFTER 22 FEBRUARY 2024 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. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

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.