Announcement PDF Tuesday, 30 April 2024 Notice of Annual General Meeting Hillgrove Resources Limited (Hillgrove) is pleased to attach a copy of the following documents in relation to the Annual General Meeting of Shareholders to be held on Friday, 31 May 2024 at 9:30am (ACST): • • • Letter to Shareholders regarding arrangements for the Annual General Meeting as despatched to Shareholders; Notice of Annual General Meeting; and Proxy Form. Authorised for release by the Board of Hillgrove Resources Limited. Regards, Joe Sutanto Chief Financial Officer & Company Secretary Hillgrove Resources Limited Hillgrove Resources Limited ACN 004 297 116 Ground Floor, 5-7 King William Road, Unley SA 5061, Australia | T + 61 8 7070 1698 | E info@hillgroveresources.com.au Tuesday, 30 April 2024 Dear Shareholder I am pleased to invite you to the Annual General Meeting of the Company’s Shareholders (Meeting) to be held at Adelaide Town Hall, David Spence Room, 128 King William Street, Adelaide, SA, 5000 at 9:30am (ACDT) on Friday 31 May 2024. A notice of meeting was released to the ASX on 30 April 2024 in respect of the Meeting of the Company’s Shareholders. In accordance with Treasury Laws Amendments (2022 Measures No. 1) Act 2021, the Company will not be sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from www.hillgroveresources.com.au. Alternatively, a complete copy of the meeting documents has been posted to the Company’s ASX market announcements page. If you have elected to receive notices by email, a communication will be sent to your nominated email address. If you have not elected to receive notices by email, a copy of your proxy form will be posted to you, together with this Letter. For further information, please contact the Company Secretary by telephone on +61 8 7070 1698 or by email at info@hillgroveresources.com.au Authorised for release by the Board of Hillgrove Resources Limited. Regards, Joe Sutanto Chief Financial Officer & Company Secretary Hillgrove Resources Limited Hillgrove Resources Limited ACN 004 297 116 Ground Floor, 5-7 King William Road, Unley SA 5061, Australia | T + 61 8 7070 1698 | E info@hillgroveresources.com.au HILLGROVE RESOURCES LIMITED ACN 004 297 116 Notice of Annual General Meeting and Related Documentation NOTICE OF ANNUAL GENERAL MEETING TO BE HELD AT 9:30AM (ACST) ON FRIDAY, 31 MAY 2024 IS INCLUDED WITH THESE DOCUMENTS. TO BE VALID, FORMS OF PROXY FOR USE AT THIS MEETING MUST BE COMPLETED AND RETURNED TO THE COMPANY NO LATER THAN 9.30AM (ACST) ON WEDNESDAY, 29 MAY 2024. 1. TABLE OF CONTENTS PART A: ABOUT THESE DOCUMENTS......................................................................................... 3 PART B: LETTER FROM THE COMPANY SECRETARY ............................................................... 4 PART C: NOTICE OF ANNUAL GENERAL MEETING.................................................................... 5 SECTION 1: TIME AND PLACE OF MEETING .............................................................................. 5 SECTION 2: RESOLUTIONS OF ANNUAL GENERAL MEETING BUSINESS ............................. 8 PART D: EXPLANATORY STATEMENT....................................................................................... 11 PART E: GLOSSARY .................................................................................................................... 21 SCHEDULE 1 – MATERIAL TERMS AND CONDITIONS OF MANAGING DIRECTOR'S PERFORMANCE RIGHTS ............................................................................................................ 23 SCHEDULE 2 – MATERIAL TERMS AND CONDITIONS OF HILLGROVE OPTION AND PERFORMANCE RIGHTS PLAN .................................................................................................. 25 SCHEDULE 3 – MATERIAL TERMS AND CONDITIONS OF OPTIONS ....................................... 27 SCHEDULE 4 – MATERIAL TERMS AND CONDITIONS OF ROGER HIGGINS OPTIONS ......... 29 2. PART A: ABOUT THESE DOCUMENTS Shareholders in Hillgrove Resources Limited ABN 73 004 297 116 (Company) are requested to consider and vote upon each of the Resolutions set out in the Notice. You can vote by: • attending and voting at the Meeting; • appointing someone as your proxy to attend and vote at the Meeting on your behalf, by completing and returning the Proxy Form to the Company or its share registry in the manner set out on the Proxy Form. The Company or its share registry must receive your duly completed Proxy Form by no later than 9:30am (ACST) on Wednesday, 29 May 2024; or • if the Shareholder is a body corporate, appoint a corporate representative to attend and vote at the Meeting on behalf of the Shareholder, by providing the Company with evidence of the representative's appointment, including the authority under which it is signed, by no later than 9:30am (ACST) on Wednesday, 29 May 2024 (unless such evidence has already been provided to the Company, in which case no further action is required to allow the corporate representative to vote on behalf of the Shareholder at the Meeting). A glossary of the key terms used throughout this Document (including the Proxy Form) is contained in Part E of this Document. Please read the whole of this Document carefully, determine how you wish to vote and then cast your vote. 3. PART B: LETTER FROM THE COMPANY SECRETARY 30 April 2024 Dear Shareholder I am pleased to invite you to attend our Annual General Meeting, being held at the Adelaide Town Hall, David Spence Room, 128 King William Street, Adelaide, SA, 5000 on Friday, 31 May 2024 at 9:30am (ACST). Enclosed with this letter is the Notice of Meeting which details the items of business to be dealt with. If you are unable to join us, you are encouraged to complete the enclosed Proxy Form. The signed Proxy Form should be returned as instructed in the Notice of Meeting by no later than 9:30am (ACST), Wednesday, 29 May 2024. For details regarding voting by proxy, please refer to the Notice of Meeting and instructions on the back of the Proxy Form. If you plan to attend the Meeting, please bring your Proxy Form with you to facilitate registration. Shareholders who did not elect to receive a copy of the Company’s annual report by mail are able to access it via our website, at www.hillgroveresources.com.au, by clicking on the link via the Investor section. Please remember you can update your communications preferences and holding details by contacting our registry, Boardroom Pty Limited, at enquiries@boardroomlimited.com.au or on 1300 737 760. Your vote is important and we encourage you to either attend the Meeting in person or complete the Proxy Form and return it in accordance with the directions provided. Yours faithfully Joe Sutanto Company Secretary Hillgrove Resources Limited ACN 004 297 116 Ground Floor, 5-7 King William Road, Unley SA 5061, Australia | T + 61 8 7070 1698 | E info@hillgroveresources.com.au 4. PART C: NOTICE OF ANNUAL GENERAL MEETING HILLGROVE RESOURCES LIMITED (ACN 004 297 116) Notice is hereby given that the annual general meeting of the members of Hillgrove Resources Limited (ACN 004 297 116) (Company) will be held at the place, date and time set out in Section 1 below and for the purpose of considering and voting upon the Resolutions set out in Section 2. SECTION 1: TIME AND PLACE OF MEETING Venue The annual general meeting of members of the Company will be held at: Adelaide Town Hall, David Spence Room, 128 King William Street, Adelaide, SA, 5000. Time and Date The meeting will commence at 9:30am (ACST) on Friday, 31 May 2024. How to Vote You may vote by attending the Meeting, by proxy or authorised representative. Voting in Person To vote in person, please attend the Meeting on the date, time and place set out above. Voting by Proxy To vote by proxy, please complete and sign the Proxy Form enclosed with this Document as soon as possible and either send, deliver, courier or mail the duly completed Proxy Form: • online at https://www.votingonline.com.au/hgoagm2024 • by facsimile to Boardroom Pty Limited on facsimile number +61 (02) 9290 9655; • deliver to Boardroom Pty Limited at Level 8, 210 George Street, Sydney NSW 2000, Australia; or • mail to Boardroom Pty Limited at GPO Box 3993, Sydney NSW 2001, Australia. so that it is received no later than 9:30am (ACST) on Wednesday, 29 May 2024. Details on how to vote by proxy are set out on the back of your Proxy Form. Please read this Document carefully and in its entirety, determine how you wish to vote in relation to each of the Resolutions and then cast your vote accordingly. If you do not understand any part of this Document, or are in any doubt as to the course of action you should follow, you should contact your financial or other professional adviser immediately. Determination of Membership and Voting Entitlement for the Purpose of the Meeting For the purpose of determining a person’s entitlement to vote at the Meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), a person will be recognised as a member and the holder of Shares if that person is registered as a holder of Shares at 6:30pm (ACST) on Wednesday, 29 May 2024. Voting Exclusion Statement In accordance with the Corporations Act and the Listing Rules, the Company will disregard any votes cast in favour of the following Resolutions by or on behalf of: 5. Resolution Excluded Voters 1 All Directors, other Key Management Personnel and their respective associates or any other closely related party (other than by means of a directed proxy) 2 None 3 None 4 A person who is eligible to participate in the Company’s Option and Performance Rights Plan, and any associate of those persons 5 A person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question including Lachlan Wallace and any associate of Lachlan Wallace 6 Roger Higgins, 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 Company), and any associate of those persons 7 A person who participated in the issue or is a counterparty to the agreement being approved, and any associate of those persons 8 Freepoint Metals & Concentrates LLC, being a person who participated in the issue or is a counterparty to the agreement being approved, and any associate of Freepoint Metals & Concentrates LLC 9 Canaccord Genuity (Australia) Limited, being a person who participated in the issue or is a counterparty to the agreement being approved, and any associate of Canaccord Genuity (Australia) Limited However, the Company need not disregard a vote cast in favour of Resolution 1, 4, 5, 6, 7, 8, 9 if it is cast by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the person chairing the meeting as a 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: ▪ 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 ▪ the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. Proxies A Shareholder, entitled to attend and vote at this Meeting pursuant to the Constitution, is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion of the member’s voting rights. A proxy need not be a Shareholder. Any instrument of proxy deposited or received by the Company in which the name of the appointee is not filled in shall be deemed to be given in the favour of the Chair of the Meeting. The instrument appointing a proxy must be lodged, and any power of attorney or an office copy of a certified copy thereof under which an attorney for a member appoints a proxy, must be lodged by no later than 9:30am (ACST) on Wednesday, 29 May 2024 in accordance with the instructions provided in the Proxy Form. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney or if such appointor is a corporation, under the hand of its attorney or the hand of a person duly authorised by the corporation. The Proxy Form which accompanies this Notice may be used. 6. Corporate Representatives A body corporate that is a Shareholder, or that has been appointed as a proxy by a Shareholder, may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at the Meeting. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at the Meeting or in voting on a resolution. Evidence of the representative's appointment, including the authority under which it is signed, must be produced to the Company by no later than 9:30am (ACST) on Wednesday, 29 May 2024 unless these documents have previously been provided to the Company. 7. SECTION 2: RESOLUTIONS OF ANNUAL GENERAL MEETING BUSINESS ACCOUNTS To receive and consider the Company’s financial statements for the 12 months ended 31 December 2023 and the related reports of the Directors and auditor. 1. REMUNERATION REPORT The Remuneration Report is in the Directors’ Report section of the Company's 2023 Annual Report. In accordance with section 250R(2) of the Corporations Act, listed companies are required to submit the Remuneration Report to a vote for adoption at the Company's Annual General Meeting. In accordance with section 250R(3) of the Corporations Act, the resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company. To consider and, if thought fit, to pass, with or without amendment, the following motion: Resolution 1 – Remuneration Report “That, for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report in the 2023 Annual Report of the Company be adopted.” For a detailed discussion of the circumstances material to a consideration of Resolution 1, please read Part D, Resolution 1 below. 2. ELECTION OF DIRECTOR In accordance with Article 59.2 of the Constitution and Listing Rule 14.4, Roger Higgins who has been casually appointed as a Director after the Company’s last annual general meeting, retires effective at the conclusion of this Meeting, and being eligible, offers himself for election. To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 2 – Election of Director “That Roger Higgins is elected as a director of the Company.” For a detailed discussion of the circumstances material to a consideration of Resolution 2, please read Part D, Item 2 below. 3. RE-ELECTION OF DIRECTOR In accordance with Article 60.1 of the Constitution and Listing Rule 14.5, Derek Carter retires by rotation, effective at the conclusion of the Meeting, and being eligible, offers himself for re-election. To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 3 – Re-election of Director Retiring By Rotation “That Derek Carter is re-elected as a director of the Company.” For a detailed discussion of the circumstances material to a consideration of Resolution 3, please read Part D, Resolution 3 below. 4. ADOPTION OF ISSUE OF SECURITIES UNDER THE OPTION AND PERFORMANCE RIGHTS PLAN (OPRP) To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 4 – Adoption of issue of securities under the Option and Performance Rights Plan (OPRP): “That for the purposes of Listing Rule 7.2, Exception 13(b) and for all other purposes, the Shareholders approve the issue of Options and Performance Rights under the Option and 8. Performance Rights Plan as an exception to Listing Rule 7.1, as described in the Explanatory Memorandum.” For a detailed discussion of the circumstances material to a consideration of Resolution 4, please read Part D, Item 4 below. 5. APPROVAL OF MANAGING DIRECTOR'S LONG TERM INCENTIVE To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 5 – Approval of Managing Director's Long Term Incentive "That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, the Shareholders approve the proposed issue by the Company to Lachlan Wallace of 7,250,000 Performance Rights which once issued and as more particularly described in Part D of this document, will entitle Lachlan Wallace to be issued with an equal number of Shares, upon and subject to the satisfaction of specific criteria as set out in the Explanatory Statement." For a detailed discussion of the circumstances material to a consideration of Resolution 5, please read Part D, Resolution 5 below. 6. APPROVAL FOR THE ISSUE OF OPTIONS TO ROGER HIGGINS To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 6 – Approval for the Issue of Options to Roger Higgins “That for the purposes of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue by the Company of 7,000,000 Options to Roger Higgins (or his nominee) on the terms and conditions as set out in the Explanatory Statement.” For a detailed discussion of the circumstances material to a consideration of Resolution 6, please read Part D, Item 6 below. 7. RATIFICATION OF PREVIOUS ISSUE OF SHARES UNDER A PLACEMENT To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 7 – Ratification of Previous Issue of Shares under a Placement "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company of 133,376,994 Shares on Friday, 1 March 2024 under a Placement to professional and sophisticated investors, on the terms and conditions set out in the Explanatory Statement, is approved and ratified." For a detailed discussion of the circumstances material to a consideration of Resolution 7, please read Part D, Resolution 7 below. 8. RATIFICATION OF PREVIOUS ISSUE OF SHARES TO FREEPOINT UNDER A PLACEMENT To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 8 – Ratification of Previous Issue of Shares to Freepoint under a Placement "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company of 36,267,251 Shares on Wednesday, 27 March 2024 under a Placement to Freepoint Metals & Concentrates LLC or its nominee, on the terms and conditions set out in the Explanatory Statement, is approved and ratified." For a detailed discussion of the circumstances material to a consideration of Resolution 8, please read Part D, Resolution 8 below. 9. 9. RATIFICATION OF PREVIOUS ISSUE OF OPTIONS UNDER A MANDATE To consider and, if thought fit, pass the following resolution as an ordinary resolution: Resolution 9 – Ratification of Previous Issue of Options Under a Mandate "That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment by the Company of 10,000,000 Canaccord Options to Canaccord Genuity (Australia) Limited on Friday, 1 March 2024, on the terms and conditions set out in the Explanatory Statement, is approved and ratified." For a detailed discussion of the circumstances material to a consideration of Resolution 9, please read Part D, Resolution 9 below. 10. OTHER BUSINESS To transact any other business as may be brought before the Meeting. By order of the Board Joe Sutanto Company Secretary Dated: 30 April 2024 10. PART D: EXPLANATORY STATEMENT This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains an explanation of, and information about, the Resolutions to be considered at the Meeting. It is given to Shareholders to help them determine how to vote on the Resolutions set out in the accompanying Notice of Meeting. Shareholders should read this Explanatory Statement in full as individual sections do not necessarily give a comprehensive review of the Resolutions contemplated in this Explanatory Statement. If you are in doubt about what to do in relation to a Resolution, you should consult your financial or other professional advisor. Accounts The Company’s Financial Report for the 12 month period ended 31 December 2023 is set out in the Annual Report. In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the financial report and on the business and management of the Company. During the discussion of this item, the Company’s auditor will be present and will answer qualifying questions. Written questions for the auditor If you would like to submit a written question to the Company’s auditor, please post your question to the Company Secretary. Written questions must relate to the content of the auditor’s report or the conduct of the audit to be considered at the Meeting. A list of qualifying questions will be made available at the Meeting. Please note that all questions must be received at least four business days before the date of the Meeting, that is, by no later than 9.30am (ACST) on Monday, 27 May 2024. Resolution 1 – Remuneration Report The Remuneration Report is in the Directors’ Report section of the Company's 2023 Annual Report. Listed companies are required to submit the Remuneration Report to a vote for adoption at the Meeting. The resolution will be determined as an ordinary resolution but is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of the votes 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) vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the second AGM. All of the Directors who were in office when the Company's Directors' Report 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 a Director is approved will be the Directors of the Company. At the Company’s 2023 Annual General Meeting, the adoption of the Remuneration Report was carried on a proxy vote, and in excess of 75% of the votes cast were in favour of Resolution 1. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and key management personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Financial Report of the Company for the 12 month period ending 31 December 2023 which is also available on the Company’s website at www.hillgroveresources.com.au. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. The Directors recommend that Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1. 11. Resolution 2 – Election of Roger Higgins as Director Mr Higgins has over 50 years of experience in the resources industries, including being a former Managing Director of Ok Tedi Mining Limited in Papua New Guinea and Senior Vice President Copper at Canadian metals and mining company Teck Resources Limited. He was also Vice President and Chief Operating Officer with BHP Base Metals (Australia) and held senior operations and project positions with BHP in Chile. He is an Adjunct Professor with the Sustainable Minerals Institute, University of Queensland. Roger is currently a Non Executive Director of Worley Limited. He was also recently the Chairman of both Minotaur and Demetallica Limited and a Non Executive Director of Newcrest Mining Limited. The Company confirms that appropriate checks into Mr Higgins' background and experience were carried out prior to his appointment with no information of concern raised during the recruitment process. In addition, Mr Higgins has no known interest, position or relationship that will influence or be reasonably perceived to influence his capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the Company as a whole rather than in the interests of an individual shareholder or other party. Having regard to the ASX Principles, the Board considers Mr Higgins to be an independent director. The Directors (with Mr Higgins abstaining) recommend that Shareholders vote in favour of Resolution 2. The chair intends to vote undirected proxies in favour of Resolution 2. Resolution 3 – Re-election of Derek Carter as Director Mr Carter has over 50 years experience in exploration and mining geology and management. He held senior positions in Burmine Ltd and the Shell Group of Companies where he was responsible for discovering the Los Santos tungsten deposit in Spain, before founding Minotaur Gold NL in 1993. He resigned as Chairman of Minotaur Exploration Ltd in November 2016. Derek was awarded AMEC’s Prospector of the Year Award (jointly) in 2003 for the discovery of the Prominent Hill copper-gold deposit, the AusIMM President’s Award and is a Centenary Medallist. Derek is currently the Chairman of Petratherm Limited (ASX: PTR). Mr Carter was appointed as a non-executive Director of the Company on 7 May 2021, was subsequently reelected on 20 May 2022, and is considered to be an independent Director. With his vast skills, expertise, and experience complementing the existing Board, the Directors (with Mr Carter abstaining) recommend that Shareholders re-elect Derek Carter as Director and vote in favour of Resolution 3. The Chair intends to vote undirected proxies in favour of Resolution 3. Resolution 4 – Approval of issue of securities under the Options and Performance Rights Plan (OPRP) Background The Board has adopted the OPRP to enable the Company to issue Options or Performance Rights (and Shares on exercise of Options or conversion of Performance Rights) to eligible participants, being eligible invited executives of the Hillgrove group of companies as approved by the Board. The objective of the OPRP is to attract, motivate and retain key employees and it is considered by the Company that the future issues of securities under the plan will provide selected employees with the opportunity to participate in the future growth of the Company. A material summary of the OPRP is set out in in Schedule 2. Regulatory Requirements Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Employee Incentive Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the placement limits imposed by Listing Rules 7.1 and 7.1A on the number of securities that may be issued without shareholder approval. Listing Rule 7.2 exception 13(b) provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by shareholders, where the issue of securities is within 3 years from the date of shareholder approval of the issue of securities under the employee incentive scheme. A summary of the key terms of the OPRP is shown in Schedule 2. Since the OPRP was last approved at the Annual General Meeting in 2021, 14,000,000 Options and 65,241,841 Performance Rights have been issued 12. under the plan. A maximum of 104,677,778 securities would be available to be issued under the plan if approved by Shareholders, determined as 5% of the ordinary shares on issue as at 30 April 2024. The passing of Resolution 4 will allow the Company to issue securities for the benefit of participants of the OPRP whilst preserving the Company's placement limits for issuing securities, and provide flexibility in the manner in which the OPRP is managed. If Resolution 4 is not passed, the Company may still issue securities to key personnel other than Directors on the terms set out in Schedule 2, however those issues will count towards the Company's 15% placement capacity under Listing Rule 7.1. The Directors recommend that Shareholders vote in favour of Resolution 4. The chair intends to vote undirected proxies in favour of Resolution 4. Resolution 5 – Approval of Managing Director's Long Term Incentive Background As part of Mr Wallace’s employment contract, and used by the Company as a retention and incentive mechanism linked to the performance of the Company, Mr Wallace is entitled to long term incentives. Performance Rights to be issued The Board proposes to issue Lachlan Wallace, the Managing Director and Chief Executive Officer of the Company 7,250,000 Performance Rights, by offering Mr Wallace participation in the OPRP. It is anticipated these will be issued on or around 1 July 2024. Chapter 2E of the Corporations Act For a public company, or an entity that the public compa