Announcement PDF 19 June 2023 GENERAL MEETING OF SHAREHOLDERS Dear Shareholder Notice is hereby given that a General Meeting (Meeting) of Kalgoorlie Gold Mining Ltd (ASX:KAL) (KalGold) will be held as a physical meeting at: The Quest, 54 Kings Park Road, West Perth, WA 6005 on Wednesday 19 July 2023 at 10:00am (AWST) In accordance with section 253RA(2) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice to shareholders unless a shareholder has requested a hard copy. A copy of the Notice of Meeting (NOM) is available on the Company’s website at www.kalgoldmining.com.au As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Automic Pty Limited, using any of the following methods: Easiest method By mobile Scan the QR code on your proxy form with the camera on your mobile device and follow the prompts. Other methods Online https://investor.automic.com.au/#/loginsah By mail Share Registry – Automic Pty Limited, GPO Box 5193, Sydney NSW 2001, Australia Your proxy voting instruction must be received by 10:00 am (AWST) on 17 July 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the NOM please contact the Company Secretary on +61 8 6002 2700 . Yours sincerely Dr Matthew Painter Managing Director Your right to elect to receive documents electronically or physically The Corporations Amendment (Meetings and Documents) Act 2022 (Amendment Act) includes a new requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act. Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options for how KalGold shareholders receive communications. KalGold will no longer send physical meeting documents unless a shareholder requests a copy to be mailed. Providing your email address to receive shareholder communications electronically KalGold encourages all shareholders to provide an email address so we can provide investor communications electronically when they become available online, which includes items such as meeting documents and annual reports. By providing your email address, you will: • • • Support the company by reducing the cost of mailing/postage Receive your investor communications faster and in a more secure way Help the environment through the need for less paper How do I update my communications preferences? Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/ If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry: Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: hello@automicgroup.com.au Website: https://investor.automic.com.au/ ACN 645 666 164 Notice of General Meeting Time and date: 10:00am (AWST) on Wednesday 19 July 2023 Location: The Quest, 54 Kings Park Road, West Perth WA 6005 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 Secretary by telephone on +61 8 6002 2700 Shareholders are urged to vote by lodging the Proxy Form Kalgoorlie Gold Mining Limited ACN 645 666 164 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of Kalgoorlie Gold Mining Limited will be held at The Quest, 54 Kings Park Road, West Perth WA 6005 on Wednesday 19 July 2023 at 10:00am (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 Shareholders as at 5:00pm (AWST) on 17 July 2023. Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Resolutions Resolution 1– Ratification of 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, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: (a) 12,750,000 Placement Shares issued under Listing Rule 7.1; and (b) 8,500,000 Placement Shares issued under Listing Rule 7.1A, on the terms and conditions 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 22,500,000 Tranche 2 Placement Shares, on the terms and conditions in the Explanatory Memorandum.' Resolution 3 – Approval to issue Placement Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: Page 2 'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 43,750,000 Placement Options, on the terms and conditions in the Explanatory Memorandum.' Resolution 4 – Approval to issue SPP 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 up to 15,625,000 SPP Options, on the terms and conditions in the Explanatory Memorandum.' Resolution 5 – Approval to issue Director SPP Options To consider and, if thought fit, to pass with or without amendment, each as a separate 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: (a) up to 625,000 Director SPP Options to Pauline Gately; (b) up to 468,750 Director SPP Options to Matthew Painter; (c) up to 312,500 Director SPP Options to Carmel McKenzie; and (d) up to 468,750 Director SPP Options to Andrew Penkethman, (or their respective nominees) on the terms and conditions set out in the Explanatory Memorandum.' Resolution 6 – Approval of issue of Shares to Lead Manager To consider and, if thought fit, to pass without 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 4,350,526 Shares to the Lead Manager (or its nominees) under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’ Resolution 7– Approval to issue any SPP Shortfall Securities 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 15,625,000 SPP Shortfall Shares and 15,625,000 SPP Shortfall Options on the terms and conditions set out in the Explanatory Memorandum.' Page 3 Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 1(a) and (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; (b) Resolution 2: by or on behalf of any person expected to participate in, or any person who will obtain a material benefit as a result of, the issue of the Tranche 2 Placement Shares, or any of their respective associates; (c) Resolution 3: by or on behalf of any person expected to participate in, or any person who will obtain a material benefit as a result of, the issue of the Placement Options, or any of their respective associates; (d) Resolution 4: by or on behalf of any person expected to participate in, or any person who will obtain a material benefit as a result of, the issue of the SPP Options (namely, the SPP Participants), or any of their respective associates; (e) Resolution 5(a): by or on behalf of Pauline Gately (or her nominees), and any other person who will obtain a material benefit as a result of the issue of these Director SPP Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (f) Resolution 5(b): by or on behalf of Matthew Painter (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director SPP Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (g) Resolution 5(c): by or on behalf of Carmel McKenzie (or her nominees), and any other person who will obtain a material benefit as a result of the issue of these Director SPP Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (h) Resolution 5(d): by or on behalf of Andrew Penkethman (or his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director SPP Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (i) Resolution 6: by or on behalf of Palomar Advisory Pty Ltd (or its nominees), and 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 Shareholder), or any of their respective associates; and (j) Resolution 7: by or on behalf of a person who is expected to participate in the issue of the SPP Shortfall Securities, or who will obtain a material benefit as a result of, the proposed issue of the SPP Shortfall Securities (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 on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; Page 4 (a) the Chair 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 (b) 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 Graeme Smith Company Secretary Kalgoorlie Gold Mining Limited Dated: 19 June 2023 Page 5 Kalgoorlie Gold Mining Limited ACN 645 666 164 (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 at The Quest, 54 Kings Park Road, West Perth WA 6005 on Wednesday 19 July 2023 at 10:00am (AWST) (Meeting). 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: Section 2 Action to be taken by Shareholders Section 3 Background to Capital Raisings Section 4 Resolution 1(a) and (b) – Ratification of issue of Tranche 1 Placement Shares Section 5 Resolution 2 – Approval to issue Tranche 2 Placement Shares Section 6 Resolution 3 – Approval to issue Placement Options Section 7 Resolution 4 – Approval to issue SPP Options Section 8 Resolution 5(a), (b), (c) and (d) – Approval to issue Director SPP Options Section 9 Resolution 6 – Approval of issue of Shares to Lead Manager Section 10 Resolution 7 – Approval to issue any SPP Shortfall Securities Schedule 1 Definitions Schedule 2 Terms and Conditions of Options A Proxy Form is located at the end of the Explanatory Memorandum. Page 6 2. 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 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 invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return 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: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) 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. 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: (a) 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); (b) 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; (c) 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 (d) 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: (a) 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; (b) the appointed proxy is not the chair of the meeting; Page 7 (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (d) 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. To be valid, your proxy voting instruction must be received by 10:00am (AWST) on Monday 17 July 2023, being not later than 48 hours before the commencement of the Meeting. Refer to the Shareholder letter accompanying this Notice for a summary of the proxy voting instructions. 2.3 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. 2.4 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@kalgoldmining.com.au by 17 July 2023 2023. 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. Background to Capital Raisings 3.1 Share Purchase Plan On 24 May 2023, the Company announced an offer to certain eligible Shareholders under a share purchase plan to raise up to $500,000 (before costs) through the issue of up to 15,625,000 Shares at $0.032 each (SPP Shares) (SPP or Share Purchase Plan). Shareholders with a registered address in Australia or New Zealand (each an Eligible Shareholder) are eligible to participate in the SPP. Under the SPP, Eligible Shareholders who were recorded as holders of Shares at 5:00pm (AWST) on 23 May 2023 (the SPP Record Date) may apply for SPP Shares up to the value of $30,000. In addition, and subject to Shareholder approval, Eligible Shareholders who participate in the SPP (SPP Participants) will also be offered one Option for every one SPP Share subscribed for and issued (SPP Options). The SPP Options will be exercisable at $0.06 each and expire 2 years from the date of issue. The full terms and conditions of the SPP Options are set out in Schedule 2. Page 8 The offer of the SPP Options is subject to Shareholder approval being obtained pursuant to Resolution 4. If Shareholder approval is not granted, the offer of the SPP Options under the SPP will not proceed. Whilst the Company intends to raise $500,000 under the SPP, the Company reserves the right to either accept additional applications of up to an additional $500,000 and/or scale back applications. The SPP offer period is anticipated to be open from 6 June 2023 to 5:00pm (AWST) on 27 June 2023, subject to the Company’s discretion to amend these dates by making an ASX announcement in accordance with the ASX Listing Rules. Further details regarding the SPP are set out in the SPP offer booklet despatched to Eligible Shareholders on 5 June 2023 (SPP Offer Booklet). The Company notes that the offer of the SPP Shares is made pursuant to the SPP Offer Booklet. The Company advises that the Directors have indicated that that they intend to participate in the SPP as follows: Director SPP Shares SPP Options Pauline Gately 625,000 625,000 Matthew Painter 468,750 468,750 Carmel McKenzie 312,500 312,500 Andrew Penkethman 468,750 468,750 In addition, the Company notes that the SPP will not be underwritten and any SPP Securities not subscribed for by Eligible Shareholders under the SPP will compromise the shortfall (SPP Shortfall Securities) and may be placed at the discretion of the Directors, subject to Shareholder approval pursuant to Resolution 7 (SPP Shortfall Offer). 3.2 Placement In conjunction with the SPP, the Company announced a placement to raise $1,400,000 (before costs) through the issue of up to 43,750,000 Shares (Placement Shares) at an issue price of $0.032 each (Placement). The Company has agreed, subject to obtaining Shareholder approval, to issue one free-attaching unquoted option for every one Share subscribed for by participants in the Placement (Placement Options). The Placement consists of two tranches: (a) tranche 1, comprising the issue of 21,250,000 Placement Shares issued on 2 June 2023 utilising the Company’s available Listing Rule 7.1 and 7.1A placement capacity (the subject of Resolution 1(a) and (b)) (Tranche 1 Placement Shares); and (b) tranche 2, comprising the issue of 22,500,000 Placement Shares to be issued to unrelated sophisticated and professional investors subject to the approval of Shareholders under Resolution 2 (Tranche 2 Placement Shares). Page 9 The Placement Options and SPP Options will be offered under a prospectus to be lodged with the Australian Securities and Investments Commission and ASX following receipt of the requisite approvals at the Meeting. The Company engaged Palomar Advisory Pty Ltd as lead manager to the Placement (Lead Manager). In consideration for these services, the Company agreed to pay the Lead Manager a cash fee of 6% of the gross funds raised under the Placement, in addition to 4,350,526 Shares (Lead Manager Shares) that will be subject to voluntary escrow for 12 months from the date of issue (the subject of Resolution 6 of this Notice). 4. Resolution 1(a) and (b) – Ratification of issue of Tranche 1 Placement Shares 4.1 General The background to the Placement is summarised in Section 3.2. 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. 4.2 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, 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 31 October 2022. The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and 10% placement capacity under Listing Rule 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules 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 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% annual placement capacity under Listing Rule 7.1 and the additional 10% annual placement capacity under Listing Rule 7.1A without the requirement to obtain prior Shareholder approval. The Company confirms that the issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1. Page 10 If Resolution 1(a) is passed, 12,750,000 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, 8,500,000 Tranche 1 Placement Shares will be excluded in calculating the Company's 10% limit in 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 (assuming the Company's approval under Listing Rule 7.1A remains in force for this period). If Resolution 1(a) is not passed, 12,750,000 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit in 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 12,750,000 Equity Securities for the 12 month period following the issue of the Tranche 1 Placement Shares. If Resolution 1(b) is not passed, 8,500,000 Tranche 1 Placement Shares will continue to be included in the Company's 10% limit in 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 8,500,000 Equity Securities for the 12 month period following the issue of the Tranche 1 Placement Shares (assuming the Company's approval under Listing Rule 7.1A remains in force for this period). 4.3 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: (a) The Tranche 1 Placement Shares were issued to sophisticated and institutional investors, none of whom are a related party or a Material Investor. 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 existing contacts of the Company and clients of the Lead Managers. (b) A total of 21,250,000 Tranche 1 Placement Shares were issued as follows: (i) 12,750,000 Tranche 1 Placement Shares were issued using the Company’s placement capacity under Listing Rule 7.1; and (ii) 8,500,000 Tranche 1 Placement Shares were issued using the Company’s placement capacity under Listing Rule 7.1A. (c) The 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 on 2 June 2023 at an issue price of $0.032 per Share. (e) The proceeds of the Placement have been and are intended to be applied towards: (i) commencement of the Company’s next phase of exploration and drilling at its existing projects, which includes undertaking systematic exploration of the new farm-in and acquired tenure at Pinjin; Page 11 4.4 (ii) general working capital; and (iii) to pay the costs of the SPP and Placement. (f) There are no other material terms to the agreement for the subscription 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). 5. Resolution 2 – Approval to issue Tranche 2 Placement Shares 5.1 General The background to the Placement is summarised in Section 3.2. Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 22,500,000 Tranche 2 Placement Shares. 5.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 4.2 above. If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and, accordingly, will not raise $720,000 (before costs) through the issue of these Placement Shares. 5.3 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 issue of the Tranche 2 Placement Shares: (a) The Tranche 2 Placement Shares will be issued to sophisticated and institutional investors, none of whom is a related party or a Material Investor. 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 existing contacts of the Company and clients of the Lead Managers. (b) A maximum of 22,500,000 Tranche 2 Placement Shares will be issued. (c) The 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 2 Placement Shares will be issued no later than 3 months after the date of the Meeting. Page 12 5.4 (e) The Tranche 2 Placement Shares will be issued at a price of $0.032 each. (f) A summary of the intended use of funds raised from the Placement is in Section 4.3(e). (g) There are no other material terms to the agreement for the subscription of 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. 6. Resolution 3 – Approval to issue Placement Options 6.1 General The background to the Placement is summarised in Section 3.2. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 43,750,000 Placement Options. 6.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 4.2 above. If Resolution 3 is passed, the Company will be able to proceed with the issue of 43,750,000 Placement Options. If Resolution 3 is not passed, the Company will not be able to proceed with the