Announcement PDF CASTLE MINERALS LIMITED ACN 116 095 802 NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY STATEMENT TIME: 2.30pm (WST) DATE: Monday, 19 October 2026 PLACE: The office of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000 This is an important document and should be read in its entirety. If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form in accordance with the instructions set out in the Proxy Form. In compliance with ASX guidelines and the Corporations Act, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Extraordinary General Meeting. Shareholders are strongly encouraged to vote by lodging the Proxy Form accompanying this Notice of Meeting in accordance with the instructions set out on that form by no later than 2.30pm WST on Saturday, 17 October 2026. This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (8) 9322 7018. As permitted by the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting to Shareholders unless the Shareholder has made a valid election to receive documents in hard copy. Instead, Shareholders can access a copy of the Notice at the following link: https://www.castleminerals.com/announcements How Shareholders Can Participate 1. Shareholders are urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business and the Chair must follow the Shareholder’s instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the Meeting. Your proxy voting instructions must be received by no later than 2.30pm (WST) on Saturday, 17 October 2026. 2. Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at styants@castleminerals.com. Responses will be provided at the Meeting in respect of all valid questions received prior to 5.00pm (WST) on Thursday, 15 October 2026. Shareholders who attend the Meeting, will also have the opportunity to submit questions during the Meeting. Shareholders should contact the Company Secretary by email at styants@castleminerals.com if they have any queries in relation to the Meeting arrangements. If the above arrangements with respect to the Meeting change, the Company will update Shareholders via the ASX Market Announcements Platform and on the Company’s website at: https://www.castleminerals.com/announcements. LETTER FROM THE CHAIRMAN Dear Shareholder, On behalf of the Board, I am pleased to invite you to attend the Extraordinary General Meeting of Castle Minerals Limited to be held at 2.30pm (WST) on Monday, 19 October 2026. The resolutions to be considered at the Meeting are an important part of the Company’s transition into a focused gold exploration company with an expanded portfolio across Côte d’Ivoire and Western Australia. A key priority for Castle is the advancement of the Nielle Gold Project in Côte d’Ivoire. The Company is progressing the acquisition of a 90% interest in Nielle, which the Board believes has the potential to become a cornerstone asset for Castle. Nielle provides exposure to a highly prospective gold region, significant historical exploration data and established mineralisation, and complements the Company’s existing interests in Côte d’Ivoire. 1. Capital raising The Company has recently completed the first tranche of a $4.075 million placement at $0.075 per share, with the balance of the placement subject to Shareholder approval at this Meeting. The capital raising provides Castle with an important funding platform to advance its priority exploration programs, including initial exploration and drilling at Nielle, while continuing to progress the Company’s Meekatharra gold portfolio in Western Australia. Shareholders are being asked to ratify the first tranche of the placement, approve the second tranche and approve the participation of the Directors in the placement. The Meeting will also consider the proposed issue of Options to Euroz Hartleys in connection with its role as lead manager to the placement. The Meeting also includes resolutions relating to the issue of Shares in recognition of services provided to the Company, including to John Mason and Mohamed Niaré, together with a proposed issue of Shares to Euroz Hartleys in satisfaction of its corporate advisory success fee. 2. Long-term incentives and governance The Board is also seeking approval for long-term incentive arrangements for the Managing Director, Directors and Company Secretary, comprising Options and Performance Rights designed to align the interests of the Company's key personnel with Shareholders and support the long-term growth and retention of the Company’s leadership team. The Meeting will also consider resolutions to change the Company’s name to TerraNova Metals Ltd and adopt a new Constitution. The Board considers the resolutions to be in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favour of the resolutions, subject to the specific recommendation qualifications set out in the Notice of Meeting. Directors who have a personal interest in particular resolutions have not made a recommendation where required. The Company has undergone significant change this calendar year. With the Nielle acquisition progressing, a strengthened funding position and an increasingly focused portfolio of gold exploration opportunities in Côte d’Ivoire and Western Australia, the Board believes Castle is well positioned to enter its next phase of growth. On behalf of the Board, I thank you for your continued support and encourage all Shareholders to carefully consider the Notice of Meeting and to lodge their proxy ahead of the Meeting. We look forward to updating you on the Company’s progress as we advance our exploration portfolio and work towards unlocking the potential of Nielle and our other priority gold assets. Yours faithfully, Andrew Grove Chairman IMPORTANT INFORMATION TIME AND PLACE OF MEETING Notice is given that the Extraordinary General Meeting of Castle Minerals Limited (ACN 116 095 802) (Company) will be held at the office of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000 on Monday, 19 October 2026 commencing at 2.30pm (WST). 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 2.30pm (WST) on Saturday, 17 October 2026. VOTING IN PERSON To vote in person, attend the Meeting at the time, date and place set out above. VOTING BY PROXY Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chair as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. Instructions for lodging proxies are included on your personalised proxy form. 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, 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 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 or is otherwise required under section 250JA of the Corporations Act; and • either of the following applies: ο the proxy is not recorded as attending the meeting; or ο the proxy does not vote on the resolution, the Chair 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. NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given that the Extraordinary General Meeting of the Shareholders of Castle Minerals Limited (ACN 116 095 802) will be held at the office of BDO located at Level 9, Mia Yellagonga Tower 2, 5 Spring Street, Perth WA 6000, commencing at 2.30pm (WST) on Monday, 19 October 2026 to consider, and if thought fit, to pass the Resolutions set out below. Terms used in this Notice of Meeting and accompanying Explanatory Statement are defined in the glossary to this document. The Explanatory Statement which accompanies, and forms part of this Notice of Meeting describes the matters to be considered at the Extraordinary General Meeting. AGENDA 1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES, LISTING RULE 7.1 (TRANCHE 1) To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 20,965,710 Shares issued under the Placement on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue, or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 2. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A (TRANCHE 1) To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 17,234,290 Shares issued under the Placement on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue, or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 3. RESOLUTION 3 - ISSUE OF PLACEMENT SHARES (TRANCHE 2) To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 15,133,334 Shares to be issued under the Placement and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in the issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting 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. 4. RESOLUTION 4 - APPROVAL TO ISSUE PLACEMENT SHARES TO STEVEN ZANINOVICH (DIRECTOR) To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 466,667 Shares to Steven Zaninovich (or his nominees) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by Steven Zaninovich (or his nominees) or on behalf of any person who is expected to participate in the issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 5. RESOLUTION 5 - APPROVAL TO ISSUE PLACEMENT SHARES TO ANDREW GROVE (DIRECTOR) To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 266,667 Shares to Andrew Grove (or his nominees) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by Andrew Grove (or his nominees) or on behalf of any person who is expected to participate in the issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6. RESOLUTION 6 - APPROVAL TO ISSUE PLACEMENT SHARES TO MATTHEW HORGAN (DIRECTOR) To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 266,666 Shares to Matthew Horgan (or his nominees) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by Matthew Horgan (or his nominees) or on behalf of any person who is expected to participate in the issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 7. RESOLUTION 7 - ISSUE OF OPTIONS TO BROKER To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 12,000,000 Options to Euroz Hartleys Limited (or its nominees) for the purpose and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in the issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 8. RESOLUTION 8 - CHANGE OF COMPANY NAME TO TERRANOVA METALS LTD To consider and, if thought fit, pass the following resolution as a special resolution: "That, for the purposes of section 157 of the Corporations Act and for all other purposes, the name of the Company be changed from Castle Minerals Limited to TerraNova Metals Ltd with effect from the date ASIC alters the details of the Company registration." 9. RESOLUTION 9 - ADOPTION OF NEW CONSTITUTION To consider and, if thought fit, pass the following resolution as a special resolution: "That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Company repeal its existing Constitution and adopt the New Constitution described in the Explanatory Statement with effect from the close of the Meeting." 10. RESOLUTION 10 - RATIFICATION OF PRIOR ISSUE OF SHARES TO SPARK PLUS PTE LTD To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 1,052,632 Shares to Spark Plus Pte Ltd on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue, or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 11. RESOLUTION 11 - RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED TO MEEKASAN VENDORS To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 3,750,000 Shares to the Meekasan Vendors on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue, or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting 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. 12. RESOLUTION 12 - ISSUE OF SHARES TO JOHN MASON To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 933,333 Shares to John Mason (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of John Mason (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting 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. 13. RESOLUTION 13 - ISSUE OF SHARES TO MOHAMED NIARÉ To consider and, if thought fit, to pass with or without amendment, as an ordinary Resolution the following: “That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 1,333,333 Shares to Mohamed Niaré (or his nominee) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.“ Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mohamed Niaré (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair acting as proxy or attorney for a person who is entitled to vote on the