Announcement PDF Dear Shareholder, NOTICE OF GENERAL MEETING OF SHAREHOLDERS Castle Minerals Limited (ASX: CDT) (“Castle” or the “Company”) is convening a General Meeting of Shareholders to be held on Friday, 20 December 2024 at 9.00am (AWST) (“2024 GM”) at the offices of K&L Gates located on Level 32, 44 St Georges Terrace Perth WA 6000. If you have elected to receive notices by email, the Company’s share registry will email you with a link to view the General Meeting Notice, as well as provide instructions on how to vote. If you have not elected to receive notices by email, a copy of this letter and personalised proxy form will be posted to you. The notice can be viewed at www.castleminerals.com/announcements. You may vote by attending the 2024 GM in person, by proxy or by appointing an authorised representative. We encourage Shareholders to participate in the 2024 GM and engage with the Board by: (1) lodging a directed proxy vote in advance of the meeting by following the instructions on the proxy form. Proxy forms for the meeting must be lodged before 9.00am (AWST) on Wednesday, 18 December 2024; (2) lodging questions in advance of the 2024 GM by emailing questions to the Company Secretary at styants@castleminerals.com by 5.00pm (AWST) on Wednesday, 18 December 2024; and (3) registering your attendance at the 2024 GM with the Company Secretary at styants@castleminerals.com by 5.00pm (AWST) on Wednesday, 18 December 2024. Please include details of your holder name, address, HIN or SRN for planning purposes. The 2024 GM Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, please consult your professional adviser. If you have any difficulties obtaining a copy of the 2024 GM Notice or proxy form please contact the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (international) between 8:30am and 5:00pm (AEST time) Monday to Friday. Yours sincerely Jade Styants Company Secretary 20 November 2024 _____________________________________________________________________________________________________________________________ Principal and Registered Office Suite 9 / 11 Ventnor Avenue West Perth, Western Australia 6005 | Postal PO Box 437 West Perth, Western Australia 6872 Contact admin@castleminerals.com | www.castleminerals.com | Telephone +61 8 93227018 Board: Executive Chairman Stephen Stone | Non-Executive Directors James Guy, Matthew Horgan | Company Secretary, Jade Styants Capital Structure Ordinary Shares: 1,672.8M | Listed Options: 205.7M | Unlisted Options: 166.7M | ASX Code CDT | ACN 116 095 802 Notice of General Meeting and Explanatory Statement General Meeting will be held at the offices of K&L Gates located on Level 32, 44 St Georges Terrace Perth WA 6000 on Friday, 20 December 2024 at 9.00am (AWST). The business of the Meeting affects your shareholding and your vote is important. This Notice of General Meeting 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 advisor prior to voting. 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 4:00pm (AWST) on Wednesday, 18 December 2024. NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholders of Castle Minerals Limited (the “Company”) will be held at 9.00am (AWST) on Friday, 20 December 2024 at the offices of K&L Gates locate on Level 32, 44 St Georges Terrace Perth WA 6000 ITEMS OF BUSINESS RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 300,000,000 Placement Shares at an issue price of $0.0025 per Share, issued by way of the Placement announced on 5 November 2024, on the terms and conditions set out in the Explanatory Statement." A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS To consider and, if thought fit, to pass the following as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 200,000,000 Placement Shares and up to 250,000,000 Unlisted Options, and the issue of Shares on exercise of those Unlisted Options, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 3: APPROVAL TO ISSUE BROKER OPTIONS To consider and, if thought fit, to pass the following as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 125,000,000 Broker Options, and the issue of Shares on exercise of those Broker Options, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 4: APPROVAL TO ISSUE ADVISOR SHARES To consider and, if thought fit, to pass the following as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue 12,000,000 Shares to Peak Asset Management Pty Ltd (or its nominee), on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. Page 1 RESOLUTION 5: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS TO STEPHEN STONE (DIRECTOR) To consider and, if thought fit, to pass the following as an ordinary resolution: “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 10,000,000 Placement Shares and 5,000,000 Unlisted Options, and the issue of Shares on exercise of those Unlisted Options, to Stephen Stone (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. RESOLUTION 6: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS TO MATTHEW HORGAN (DIRECTOR) To consider and, if thought fit, to pass the following as an ordinary resolution: “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 2,000,000 Placement Shares and 1,000,000 Unlisted Options, and the issue of Shares on exercise of those Unlisted Options, to Matthew Horgan (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion applies to this Resolution, as set out in the respective voting exclusions section below. Dated: 20 November 2024 By order of the Board Jade Styants Company Secretary Page 2 VOTING EXCLUSIONS The Company will disregard any votes cast in favour of the resolution by or on behalf of any person specified below in relation to that resolution and an associate of any such person when determining the result of the resolution except where the vote is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the Chairman as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTIONS 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who participated in the issue of these Shares or any associates of those persons. However, this does not apply to a vote cast in favour of the Resolution by: a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. RESOLUTIONS 2, 3 AND 4: APPROVAL TO ISSUE PLACEMENT SHARES, UNLISTED OPTIONS, BROKERS OPTIONS AND ADVISOR SHARES The Company will disregard any votes cast in favour of the relevant Resolution (respectively and separately) by or on behalf of any person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of securities in the Company) or an associate of that/those persons. However, this does not apply to a vote cast in favour of the relevant Resolution by: a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and Page 3 (ii) the holder votes on the respective Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. RESOLUTIONS 5 AND 6: ISSUE OF PLACEMENT SHARES AND UNLISTED OPTIONS TO DIRECTORS The Company will disregard any votes cast in favour of the relevant Resolution (respectively and separately) by Stephen Stone and Matthew Horgan (or their respective nominees) 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 securities in the entity), and any associates of that person. However, this does not apply to a vote cast in favour of the relevant Resolution by: d) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; e) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the respective Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. Page 4 PROXY AND VOTING INSTRUCTIONS Voting on all proposed Resolutions at the Meeting will be conducted by poll. A Shareholder entitled to attend and vote at the Meeting may appoint one or two proxies to attend and vote on their behalf. A Shareholder can direct its proxy to vote for or against, or to abstain from voting on, each Resolution by marking the appropriate box in the voting directions section of the proxy form. If a proxy is not directed on how to vote on an item of business, the proxy may vote or abstain from voting on that Resolution as they think fit. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes, each proxy may exercise one-half of the votes (disregarding fractions) If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority. Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the Resolution, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the Resolutions proposed in this Notice of General Meeting. The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act 2001. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation. Details on how to lodge your proxy are set out on the proxy form. Proxy forms should be returned to the Company’s share registry in accordance with the instructions on the proxy form by 9.00am (AWST) on Wednesday, 18 December 2024. Corporate Representatives Any corporation that is a Shareholder of the Company may authorise (by a form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chairman) a natural person to act as its representative at any general meeting. Voting Entitlement The Company has determined that for the purposes of the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 4:00pm (AWST) on Wednesday, 18 December 2024. Accordingly, transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting. Chair's voting intentions The Chair of the meeting intends to vote undirected proxies in favour of each Resolution. However, in exceptional circumstances, the Chair of the Meeting may change his voting intention, in which case an ASX announcement will be made. Page 5 EXPLANATORY STATEMENT RESOLUTIONS 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES General On 5 November 2024 the Company announced that it had received firm commitments from professional and sophisticated investors, as well as Directors and entities known to the Directors, to subscribe for up to 512,000,000 Shares at an issue price of $0.0025 per share to raise approximately $1,280,000 before costs, inclusive of Directors participation (“Placement”). Every two Shares subscribed for entitled subscribers to subscribe for one unlisted option, exercisable at $0.005 each, expiring on 22 December 2026 subject to the full terms and conditions set out in Annexure A (“Unlisted Options”). The Unlisted Options will be issued to subscribers pursuant to an offer made under the Unlisted Options Prospectus to be announced on or around 22 November 2024 (“Unlisted Options Prospectus”). The Placement will be settled over two tranches. Tranche 1 of the Placement for 300,000,000 Placement Shares was issued to professional and sophisticated investors at an issue price of $0.0025 per Share on 8 and 13 November 2024. Tranche 2 of the Placement for up to 200,000,000 Placement Shares together with the issue of up to 250,000,000 Unlisted Options, being one Unlisted Option for every two Shares subscribed for under the Placement, will also be issued upon approval by Shareholders pursuant to Resolution 2. Directors’ participation in the Placement will being issued upon approval by Shareholders pursuant to Resolutions 5 and 6 of this Notice. The 300,000,000 Placement Shares under tranche 1 of the Placement were issued pursuant to the Company’s ASX Listing Rule 7.1 and 7.1A placement capacity. The net proceeds of the Placement are being primarily applied to a continuation of an RC drilling campaign at the Kpali Gold Project and several other high conviction prospects within the broader Wa Gold Project. A proportion of the funds raised will be used for general working capital purposes. The Company engaged the services of a broker to manage the Placement whereby the Company will pay the broker a fee of 6% for all amounts raised under Placement plus 125,000,000 Brokers Options (the subject of Resolution 3 in this Notice). The Placement participants were identified through a bookbuild process, which involved the broker seeking expressions of interest to participate in the capital raising from non-related parties of the Company. Summary of ASX Listing Rule 7.1 and 7.1A Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its Shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The issue of the 300,000,000 Shares does not fit within any of the exceptions contains in ASX Listing Rule 7.2 and, as it have not yet been approved by Shareholders, it effectively uses up the 15% limit in ASX Listing Rules 7.1 and 10% limit in ASX Listing Rule 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Shares. Page 6 ASX Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A, remains conditional on shareholder approval which is being sought at the Company’s 2024 AGM being held on 29 November 2024. Castle 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 ASX Listing Rule 7.1 and 7.1A. To this end, Resolutions 1 seeks approval for the issue of 300,000,000 Placement Shares under and for the purposes of ASX Listing Rule 7.4. Summary of ASX Listing Rule 7.4 ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratified the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) these securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1. Specific information required by ASX Listing Rule 14.1A If Resolution 1 is passed, the issue of the Placement Shares be excluded when calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% limit under ASX Listing Rule 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the respective 12-month period following the issue date. If Resolution 1 is not passed, the issue of the Shares will be included when calculating the Company’s 15% limit in ASX Listing Rule 7.1 and 10% limit under ASX Listing Rule 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the respective 12-month period following the issue date. Please note that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A, remains conditional on shareholder approval which is being sought at the Company’s 2024 AGM being held on 29 November 2024. Specific information requirement by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1: (a) Basis upon which the recipients of the Shares were identified or selected: The Placement Share participants were identified and selected through a bookbuild process which involved a number of brokers seeking expressions of interest to participate in the capital raising from its network of institutional, sophisticated and professional investors, focusing on investors and who were acceptable to the Company. None of the participants were related parties of the Company or ‘material investors’ under ASX Guidance Note 21. Page 7 (b) Details on the Shares issued: The Company issued 294,417,002 Placement Shares on 8 November 2024 and a further 5,582,998 Placement Shares on 13 November 2024. The Shares issued were all fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The issue price was $0.0025 per. The Company has not and will not receive any other consideration for the issue of the Shares. The 300,000,000 Placement Shares were issued under the Company’s existing capacity, with 164,661,813 Placement Shares issued pursuant to ASX Listing Rule 7.1 and 135,338,187 Placement Shares issued pursuant to ASX Listing Rule 7.1A. (c) Purpose of issue and use of funds: The purpose of the issue is to raise capital. The net proceeds are being primarily applied to a continuation of an RC drilling campaign at the Kpali Gold Project and several other high conviction prospects within the broader Wa Gold Project. A proportion of the funds raised will be used for general working capital purposes. (d) Summary of material terms of agreement: The Placement Shares were issued under a Capital Raising and Corporate Advisory Engagement (“Engagement”) signed on 3 November 2024 which contains customary terms including the issue price, timetable and confirmation that each investor is a professional and/or sophisticated investors. The broker has been granted the right to consult on the Company’s next equity initiatives with a first right to act as Lead Manager, as well as consult on all M&A transactions (excluding arrangements in place at time of signing the Engagement) for a period of 12 months from signing the Engagement. A summary of the Engagement is set out below under the Explanatory Statement for Resolution 3. (e) Voting exclusion: A voting exclusion statement is included in this Notice of Meeting. RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT SHARES AND UNLISTED OPTIONS General On 5 November 2024 the Company announced a two tranche Placement to raised $1,280,000 before costs, as disclosed in Resolution 1 above under the section titled “General”. Every two Shares subscribed for under the Placement entitles subscribers to subscribe for one Unlisted Option which each have an exercisable at $0.005 and expire on 22 December 2026 Resolution 1 seeks approval on the issue of Placement Shares to participants under tranche 1 of the Placement. Under and for the purposes of ASX Listing Rule 7.1 and for all other purposes Resolution 2 is seeking Shareholders approval for the issue of: a) up to 200,000,000 Placement Shares under tranche 2 of the Placement at an issue price of $0.0025 per Placement Share to raise $500,000 before costs; and Page 8 b) up to 250,000,000 Unlisted Options which are being offered to both tranche 1 and tranche 2 Placement subscribers on the basis of one Unlisted Option for every two Placement Shares subscribed for under the Placement. Each Unlisted Option (exercisable at $0.005 and expiring on 22 December 2026) is subject to the full terms and conditions set out in Annexure A. The Unlisted Options will be issued to Placement subscribers pursuant to an offer that will be made under the Unlisted Options Prospectus to be announced on or around 22 November 2024. Summary of ASX Listing Rules 7.1 A summary of ASX Listing Rules 7.1 is set out above in the Explanatory Statement relating to Resolution 1. The issue of the Tranche 2 Placement Shares and Unlisted Options pursuant to the Placement does not fit within any of the exceptions contained in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rules 7.1 and therefore requires approval of Shareholders under ASX Listing Rule 7.1. Specific information required by ASX Listing Rule 14.1A If Resolution 1 is passed, the Company will be able to proceed with the issue of the tranche 2 Placement Shares and Unlisted Options, which will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1. If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the tranche 2 Placement Shares and Unlisted Options and the Company will be forced to find other avenues to raise funding to achieve its previously announced exploration objectives. Technical information required by ASX Listing Rule 7.3 Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2: (a) Basis upon which the recipients of the Placement Shares and Unlisted Options were identified or selected: The Placement Shares and Unlisted Options participants were identified and selected through a bookbuild process through a broker which involved seeking expressions of interest to participate in the capital raising from its network of institutional, sophisticated and professional investors, focusing on investors and who were acceptable to the Company. None of the participants are related parties of the Company or ‘material investors’ under ASX Guidance Note 21. (b) Details on the Placement Shares: The Placement Shares will be fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares, at an issue price of $0.0025 per Share. The Company has not and will not receive any other consideration for the issue of the Shares. The Company is seeking to issue up to 200,000,000 tranche 2 Placement Shares. The Shares will be issued no later than 3 months after the date of the 2024 GM. It is intended that the issue of the Placement Shares will occur on the same date. Page 9 (c) Details on the Unlisted Options: The Placement subscribers will be invited to subscribe for Unlisted Options pursuant to an offer under the Unlisted Options Prospectus expected to be announced on or around 22 November 2024. The Company is seeking to issue up to 250,000,000 Unlisted Options. The Unlisted Options will be issued no later than 3 months after the date of the 2024 GM. It is intended that the issue of the Unlisted Options will occur on the same date. The Unlisted Options were attaching to the tranche 1 and tranche 2 Placement Shares and are being issued for no consideration. The Company has not and will not receive any other consideration for the issue of the Unlisted Options. On exercise of the Unlisted Options, the Company will receive $0.005 for every Unlisted Option exercised and a total of $1,250,000. The rights and liabilities attaching to these Unlisted Options are set out in Annexure A. (d) Purpose of the issue and use of funds: The purpose of the issue is to raise capital. The net proceeds are being primarily applied to a continuation of an RC drilling campaign at the Kpali Gold Project and several other high conviction prospects within the broader Wa Gold Project. A proportion of the funds raised will be used for general working capital purposes. (e) Summary of material terms of agreement: The Placement Shares and Unlisted Options are being issued under a Capital Raising and Corporate Advisory Engagement (“Engagement”) signed on 3 November 2024 which contains customary terms including the issue price, timetable and confirmation that each investor is a professional and/or sophisticated investors. The broker has been granted the right to consult on the Company’s next equity initiatives with a first right to act as Lead Manager, as well as consult on all M&A transactions (excluding arrangements in place at time of signing the Engagement) for a period of 12 months from signing the Engagement. A summary of the Engagement is set out below under the Explanatory Statement for Resolution 3. (f) Voting exclusion: A voting exclusion statement is included in this Notice of Meeting. RESOLUTION 3: APPROVAL TO ISSUE BROKER OPTIONS The Company has agreed to issue up to 125,000,000 Broker Options to the broker who supported the book build process for the Placement, or its nominee, on the terms set out in Annexure B, as consideration for services provided in connection with the Placement announced on ASX on 5 November 2024. Summary o