Announcement PDF *M00000112Q02* Samples/000001/000002/i12 Battery Age Minerals Limited ACN 085 905 997 Notice of General Meeting A General Meeting of the Company will be held at: Time and Date: 10.00 am (AWST) on 14 April 2025. Address: The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on +61 8 6109 6689 Shareholders are urged to vote by lodging the Proxy Form Battery Age Minerals Limited ACN 085 905 997 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of Battery Age Minerals Limited will be held at The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 on 14 April 2025 at 10.00 am (AWST) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice. 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 as Shareholders on 12 April 2025 at 4.00 pm (AWST). Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares To consider and, if thought fit, to pass, with or without amendment, each as a separate ordinary resolution the following: ’That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: (a) 5,417,707 Tranche 1 Placement Shares issued under Listing Rule 7.1; and (b) 10,314,000 Tranche 1 Placement Shares issued under Listing Rule 7.1A, on the terms and conditions set out in the Explanatory Memorandum.’ Resolution 2 – Approval to issue Tranche 2 Placement Shares 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 121,951 Tranche 2 Placement Shares to Mr Nigel Broomham (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.’ Resolution 3 – Approval to issue Director Placement Shares 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 10.11 and for all other purposes, Shareholders approve the issue of up to 2,439,025 Director Placement Shares to Dr David Pevcic (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.’ Resolution 4 – Approval to issue Lead Manager Options 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 1,500,000 Lead Manager Options to the Lead Manager (or its nominee/s) on the terms and conditions in the Explanatory Memorandum.’ Page 2 3462-5165-8549, v. 3 Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 1(a) and Resolution 1(b): by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates, or their nominees. (b) Resolution 2: by or on behalf of Mr Nigel Broomham (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. (c) Resolution 3: by or on behalf of Dr David Pevcic (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. (d) Resolution 4: by or on behalf of the Lead Manager (or their nominees) and any other person who will obtain a material benefit as a result of the proposed issue of these Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, 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. BY ORDER OF THE BOARD David Pevcic Non-Executive Chair Battery Age Minerals Limited Dated: 14 March 2025 Page 3 3462-5165-8549, v. 3 Battery Age Minerals Limited ACN 085 905 997 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held on 14 April 2025 at 10.00 am (AWST). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution: 2. Section 2 Action to be taken by Shareholders Section 3 Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares Section 4 Resolution 2 – Approval to issue Tranche 2 Placement Shares Section 5 Resolution 3 – Approval to issue Director Placement Shares Section 6 Resolution 4 – Approval to issue Lead Manager Options Schedule 1 Definitions Schedule 2 Terms and conditions of Lead Manager Options Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Voting by a corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. 2.3 Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are encouraged to vote by completing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (ii) a proxy need not be a member of the Company; and (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. Page 4 The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 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: (i) 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); (ii) 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; (iii) 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 (iv) 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). Section 250BC of the Corporations Act provides that, if: (iv) 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; (v) the appointed proxy is not the chair of the meeting; (vi) at the meeting, a poll is duly demanded on the resolution; and (vii) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 10.00 am AWST) on 12 April 2025, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. 2.4 Chair's voting intentions The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.5 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@batteryage.au at least 2 business days before the Meeting. 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. 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). 3. Resolution 1 – Ratification of prior issue of Tranche 1 Placement Shares 3.1 General On 4 February 2025, the Company announced a capital raising of $1.5 million (before costs) via the issue of up to 18,292,683 Shares (Placement Shares) at an issue price of $0.082 per Share (Placement). The Placement is comprised of the following tranches: (a) 15,731,707 Placement Shares issued to unrelated parties of the Company (Tranche 1 Placement Shares) the subject of Resolution 1(a) and (b); (b) 121,951 Placement Shares proposed to be issued to the chief executive officer, Mr Nigel Broomham (or his nominee) (Tranche 2 Placement Shares), the subject of Resolution 2; and Page 5 (c) 2,439,025 Placement Shares proposed to be issued to Director Dr David Pevcic (or his nominee), the subject of Resolution 3 (Director Placement Shares). On 12 February 2025, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity in the following proportions: (a) 5,417,707 Tranche 1 Placement Shares issued under Listing Rule 7.1; and (b) 10,314,000 Tranche 1 Placement Shares issued under Listing Rule 7.1A. Resolution 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares. 3.2 Listing Rules 7.1, 7.1A and 7.4 Broadly speaking, and subject to a number of exceptions, 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 shares it had on issue at the start of that period. Under Listing Rule 7.1A however, 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 Company obtained this approval at its annual general meeting held on 29 November 2024. The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 or 7.1A and, as it has not yet been approved by Shareholders, effectively uses up the Company’s combined 25% placement capacity under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue of the Tranche 1 Placement Shares. Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A. The issue did not breach Listing Rule 7.1. The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity limit set out in Listing Rule 7.1, and the 10% additional placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval. If Resolution 1(a) is passed, 5,417,707 Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 1(b) is passed, 10,314,000 Tranche 1 Placement Shares will be excluded in calculating the Company's 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 1(a) is not passed, 5,417,707 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 5,417,707 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares. If Resolution 1(b) is not passed, 10,314,000 Tranche 1 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 10,314,000 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period). 3.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares: Page 6 3.4 (a) The Tranche 1 Placement Shares were issued to a range of professional and sophisticated investors, none of whom are a related party or a Material Investor of the Company. The participants in the Placement were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Lead Manager. (b) On 12 February 2025, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity in the following proportions: (i) 5,417,707 Tranche 1 Placement Shares issued under Listing Rule 7.1; and (ii) 10,314,000 Tranche 1 Placement Shares issued under Listing Rule 7.1A. (c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. (d) The Tranche 1 Placement Shares were issued at $0.082 each. (e) The proceeds from the issue of the Placement Shares have been and will continue to used towards: (i) advancing the Company’s El Aguila project, including exploration activities, project development and acquisition costs; (ii) the costs of the Placement; and (iii) general working capital. (f) There are no other material terms to the issue of the Tranche 1 Placement Shares. (g) A voting exclusion statement is included in the Notice. Additional information Resolution 1(a) and (b) are separate ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b). 4. Resolution 2 – Approval to issue Tranche 2 Placement Shares 4.1 General The background to the Placement and the proposed issue of the Tranche 2 Placement Shares is summarised in Section 3.1 above. Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue 121,951 Tranche 2 Placement Shares to Mr Nigel Broomham (or his nominee). 4.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 3.2 above. The proposed issue of the Tranche 2 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1. While the proposed issue of the Tranche 2 Placement Shares would not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval under ASX Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of the Tranche 2 Placement Shares under ASX Listing Rule 7.1 so that it does not use up any of the Company's 15% limit on issuing Equity Securities without Shareholder approval under ASX Listing Rule 7.1. The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval. The Company intends to seek upfront Shareholder approval to issue the Tranche 2 Placement Shares. Page 7 If Resolution 2 is passed, the Company will be able to proceed with the issue of 121,951 Tranche 2 Placement Shares and raise up to $10,000 (before costs). In addition, the issue of the Tranche 2 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 2 is not passed, the Company will not proceed with the issue of 121,951 Tranche 2 Placement Shares and the Company will not receive the $10,000 committed by Mr Nigel Broomham in consideration for the Tranche 2 Placement Shares. 4.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Tranche 2 Placement Shares: 4.4 (a) The Tranche 2 Placement Shares will be issued to Mr Nigel Broomham (or his nominee), who is the chief executive officer of the Company, and is not a related party of the Company or Material Investor. (b) A maximum of 121,951 Tranche 2 Placement Shares will be issued. (c) The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue. (d) The Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting. (e) The Tranche 2 Placement Shares will be issued at an issue price of $0.082 each, being the same price at which the Tranche 1 Placement Shares were issued. (f) The proceeds from the issue of the Placement Shares are as set out in Section 3.3(e) above. (g) There are no other material terms for the subscription of the Tranche 2 Placement Shares. (h) A voting exclusion statement is included in the Notice. Additional Information Resolution 2 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 2. 5. Resolution 3 – Approval to issue Director Placement Shares 5.1 General The background to the Placement and the issue of the Director Placement Shares is in Section 3.1 above. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 2,439,025 Director Placement Shares to Dr David Pevcic (or his nominee) to raise up to $200,000 (before costs). 5.2 Listing Rule 10.11 Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of its Shareholders: (a) a related party (Listing Rule 10.11.1); (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2); (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3); Page 8 (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5). Dr David Pevcic is a related party of the Company by virtue of being a Director. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances. Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Placement Shares to Dr David Pevcic (or his nominee) will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1. The effect of Shareholders passing Resolution 3 will be to allow the Company to issue the Director Placement Shares, raising up to $200,000 (before costs). If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Director Placement Shares and will not receive the additional $200,000 (before costs) committed by Dr David Pevcic. The Company may be required to raise additional capital from unrelated parties which may be on terms less favourable to the Company, and more dilutive to Shareholders than the terms of the Placement. 5.3 Specific information required by Listing Rule 10.13 Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares: 5.4 (a) The Director Placement Shares will be issued to Dr David Pevcic (or his nominee). (b) Dr David Pevcic falls into the category stipulated by Listing Rule 10.11.1 by virtue of being a Director of the Company. In the event the Director Placement Shares are issued to a nominee of Dr David Pevcic, that nominee will fall into the category stipulated by Listing Rule 10.11.4. (c) A maximum of 2,439,025 Director Placement Shares will be issued. (d) The Director Placement Shares will be fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. (e) The Director Placement Shares will be issued within one month after the date of the Meeting. (f) The Director Placement Shares are proposed to be issued at an issue price of $0.082 each, being the same issue price as the Tranche 1 Placement Shares and Tranche 2 Placement Shares and will raise up to approximately $200,000 (before costs). (g) The use of proceeds from the issue of the Placement Shares is as set out in Section 3.3(e) above. (h) The proposed issue of the Director Placement Shares are not intended to remunerate or incentivise Dr David Pevcic. (i) There are no other material terms to the proposed issue of the Director Placement Shares. The Director Placement Shares will not be issued pursuant to an agreement. (j) A voting exclusion statement is included in the Notice. Chapter 2E of the Corporations Act In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must: (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and Page 9 (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The proposed issue of the Director Placement Shares constitutes giving a financial benefit to a related party of the Company. The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Director Placement Shares will be issued on the same terms as the Tranche 1 Placement Shares and the Tranche 2 Placement Shares that were issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms. 5.5 Additional information Resolution 3 is an ordinary resolution. The Board (other than Dr David Pevcic who has a personal interest in the Resolution) recommends that Shareholders vote in favour of Resolution 3. 6. Resolution 4 – Approval to issue Lead Manager Options 6.1 General Refer to Section 3.1 above for the background to the Placement. Euroz Hartleys Limited acted as lead manager to the Placement (Lead Manager) pursuant to a lead manager mandate between the Company and the Lead Manager (Lead Manager Mandate). Pursuant to the Lead Manager Mandate: (a) (b) in consideration for lead manager services for the Placement, the Company agreed to pay the Lead Manager fees comprising: (i) a capital raising fee of 6% (excluding GST) of the amount raised under the Placement; and (ii) 1,500,000 unlisted Options which are exercisable at a price of $0.123 and expiring 3 years from the date of issue and will otherwise be issued on the terms and conditions in Schedule 2 (Lead Manager Options); and for a period of 12 months following the issue of the Director Placement Shares, the Lead Manager has a right of first refusal to act as lead manager to any capital raising undertaken by the Company (Future Capital Raising) and be paid a capital raising fee of 6% of the amount raised under any Future Capital Raising. The Lead Manager Mandate contains additional provisions considered standard for an agreement of this nature. Accordingly, Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 1,500,000 Lead Manager Options to the Lead Manager (or its nominee). 6.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 3.2 above. The issue of the Lead Manager Options does not fit within any of the exceptions to Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1. If Resolution 4 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options and will have to consider other forms of remuneration for the Lead Manager, which may include payment of cash. Page 10 6.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options: 6.4 (a) The Lead Manager Options will be issued to the Lead Manager (or its nominees). (b) A maximum of 1,500,000 Lead Manager Options will be issued. (c) The Lead Manager Options will be exercisable at $0.123 each and will expire 3 years from the date of issue and will otherwise be issued on the terms and conditions in Schedule 2. (d) The Lead Manager Options will be issued within 3 months after the date of the Meeting. (e) The Lead Manager Options will be issued with a nominal issue price of $0.00001 each as partial consideration for the provision of lead managerial services provided by the Lead Manager in connection with the Placement. Accordingly, only $15 will be raised by the issue of the Lead Manager Options and will be used towards general working capital purposes. (f) A summary of the material terms of the Lead Manager Mandate is in Section 6.1 above. (g) A voting exclusion statement is included in the Notice. Additional information Resolution 4 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 4. Page 11 Schedule 1 Definitions In the Notice, words importing the singular include the plural and vice versa. $ means Australian Dollars. ASX means the ASX Limited (ACN 008 624 691) and, where the context permits, the Aus