Announcement PDF ACN 061 503 375 NOTICE OF GENERAL MEETING THURSDAY 10 OCTOBER 2024 COMMENCING 10:30am (Adelaide Time, ACDT) Held at the Held at the Terrace Hotel, Botanical Room, 208 South Terrace, Adelaide South Australia If you are unable to attend the Meeting, please complete your proxy form and return it in accordance with the instructions set out on that form. NOTICE OF GENERAL MEETING ORDINARY BUSINESS Resolution 1 - Ratification of Issue of Placement Shares To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue by the Company of 283,333,344 Placement Shares on or about 26 August 2024 at an issue price of $0.012 per share made under the Company’s Listing Rule 7.1 placement capacity, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 1 by or on behalf of a person who participated in the issue of the Placement Shares and any associate of that person of those persons. However this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair 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 Shareholder 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 Shareholder 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 Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way Resolution –2 Approval of Issue of Placement Options To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company of 283,333,344 Placement Options as part of the Placement, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 2 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Placement Options (except a benefit solely by reason of being a Shareholder) and any associate of those persons. However this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair 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 Shareholder 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 Shareholder 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 Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way Page | 1 Resolution – 3 Approval of Issue of Broker Options To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company of 20 million Broker Options as part of the fees payable to the Joint Lead Managers to the Capital Raising, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 3 by or on behalf of Henslow Pty Ltd and PAC Partners Securities Pty Ltd and any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Broker Options (except a benefit solely by reason of being a Shareholder) and any associate of those persons. However this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair 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 Shareholder 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 Shareholder 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 Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way Resolution 4 – Approval of issue of Shortfall Shares and Shortfall Options to a related party - Ms SueAnn Higgins To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 833,333 Shortfall Shares and 833,333 Shortfall Options to Ms Sue-Ann Higgins (or her nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.” Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 4 by or on behalf of Ms Sue-Ann Higgins and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) and any associate of those persons. However this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair 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 Shareholder 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 Shareholder 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 Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way Resolution 5 – Approval of issue of Shortfall Shares and Shortfall Options to a related party - Mr Luke Anderson To consider, and if thought fit, pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,083,333 Shortfall Shares and 2,083,333 Shortfall Options to Mr Luke Anderson (or his nominee) on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.” Page | 2 Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 5 by or on behalf of Mr Luke Anderson and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) and any associate of those persons. However this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair 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 Shareholder 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 Shareholder 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 Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way Other Business To transact any other business that may be brought forward in accordance with the Company’s Constitution. By Order of the Board Sarah Clarke Company Secretary Dated this 3rd day of September 2024 Page | 3 Voting Entitlements For the purposes of ascertaining the voting entitlements for the General Meeting, the shareholding of each Shareholder will be as it appears in the share register on Tuesday 8 October at 6.30 pm (Adelaide time ACDT). Proxies A Shareholder entitled to attend and vote at the Meeting has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne VIC 3001, or by facsimile to Computershare on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia), or by casting a vote online by visiting www.investorvote.com.au and by entering the Control Number, SRN/HIN and postcode, which are shown on the first page of the Proxy Form not later than 48 hours before the commencement of the Meeting. For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions, which must be submitted by not later than 48 hours before the commencement of the Meeting. Corporate Representative A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company’s Share Registry (detailed above) in advance of the meeting or handed in at the Meeting when registering as a corporate representative. Explanatory Memorandum The Explanatory Memorandum accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting and should be read in conjunction with this Notice. Page | 4 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared to assist Shareholders in consideration of resolutions proposed for a General Meeting of the Company to be held on Tuesday 10 October 2024 commencing at 10:30am (Adelaide time ACDT). The venue for the meeting is the Terrace Hotel, Botanical Room, 208 South Terrace, Adelaide South Australia. It should be read in conjunction with the accompanying Notice of General Meeting. Resolution 1 – Ratification of Issue of Placement Shares Background On 21 August 2024 the Company announced a Capital Raising, comprising a share placement of up to $3.4 million from institutional and professional/sophisticated investors and a 1 for 13 Entitlement Offer to raise funds to progress the Great White Project, including advanced plant design and engineering, product and market development, technical, financial and legal activities to support the funding process for project development and ongoing working capital requirements. On or about 26 August 2024 the Company completed the Placement issuing 283,333,344 Shares pursuant to its capacity under Listing Rule 7.1 (Placement Shares). Each Placement Share has a free attaching Placement Option, subject to issue of a prospectus and Shareholder approval. The purpose of Resolution 1 is to seek Shareholder approval and ratification pursuant to Listing Rule 7.4 of the issue of Placement Shares undertaken without Shareholder approval in August 2024. Regulatory Requirements 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 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 period. The Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue date. 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 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 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 Listing Rule 7.1. To this end, Resolution 1 seeks shareholder approval to the Placement Shares under and for the purposes of Listing Rule 7.4. If Resolution 1 is passed, the 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 is not passed, the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the issue date. Listing Rules Information Requirements In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 1: (a) The Placement Shares were issued to various institutional and professional/sophisticated investors (being investors identified by the Joint Lead Managers or existing Shareholders and excluding any related parties, members of Key Management Personnel, substantial Shareholders or advisers). (b) The Company issued a total of 283,333,344 Placement Shares using its placement capacity under Listing Rule 7.1 (the subject of Resolution 1). The Placement Shares are fully-paid ordinary shares in the Company and rank equally with all other Shares on issue. (c) The Placement Shares were issued on or about 26 August 2024. (d) The Placement Shares were issued at a price of 1.2 cents per share. Page | 5 (e) As announced to the ASX on 21 August 2024, the intended use of the funds raised was to progress the Great White Project, including advanced plant design and engineering, product and market development, technical, financial and legal activities to support the funding process for project development and ongoing working capital requirements. (f) The key terms of the Placement are the Placement Shares were issued at $0.012 each, with participants entitled to a free attaching Placement Option (subject to issue of a prospectus and Shareholder approval). Voting exclusion statement The Company will disregard any votes cast in favour on Resolution 1 by or on behalf of any person who participated in the Placement and any person associated with those persons. However, this does not apply to a vote cast in favour of a resolution by: (i) 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; or (ii) 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 (iii) 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 that is excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Directors’ Recommendation The Directors consider that the ratification of the Placement Shares is beneficial for the Company as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months. The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1. Resolution 2 – Approval of Issue of Placement Options Background As noted above, on 21 August 2024 the Company announced a Capital Raising, comprising a share placement of up to $3.4 million from institutional and professional/sophisticated investors and a 1 for 13 Entitlement Offer to raise funds to progress the Great White Project, including advanced plant design and engineering, product and market development, technical, financial and legal activities to support the funding process for project development and ongoing working capital requirements. On or about 26 August 2024 the Company completed the Placement issuing 283,333,344 Shares pursuant to its capacity under Listing Rule 7.1 (Placement Shares). Each Placement Share issued has a free attaching Placement Option, which will be issued subject to Shareholder Approval. The purpose of Resolution 2 is to seek Shareholder approval the issue of the Placement Options pursuant to Listing Rule 7.1. Regulatory Requirements 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 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 period. The Placement Options did not fit within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rules 7.1 Resolution 2 seeks the required Shareholder approval to the issue of the Placement Options under and for the purposes of Listing Rule 7.1. If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Options and Placement participants will receive their free attaching Placement Options. In addition the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issued without Shareholder approval under Listing Rule 7.1. Page | 6 If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Options and Placement participants will not receive their free attaching Placement Options. Listing Rules Information Requirements In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 2: (a) The Placement Options will be issued to the various institutional and professional/sophisticated investors that participated in the Placement (being investors identified by the Joint Lead Managers or existing Shareholders and excluding any related parties, members of Key Management Personnel, substantial Shareholders or advisers). (b) 283,333,344 Placement Options are to be issued in total. (c) The Placement Options are each exercisable for one Share at $0.0175 and expire on 30 September 2027. Full terms and conditions are set out in Annexure 1 to this Explanatory Memorandum. (d) If Resolution 2 is approved, the Company intends to issue the Placement Options on or about 11 October 2024 and in any case within 3 months from the date of the Meeting. (e) The Placement Options are free attaching Options to the Placement Shares (which were issued at $0.012 each), and will be issued for nil additional consideration, but the Company will receive $0.0175 per Placement Option exercised. (g) The Placement Options are issued in connection with the Placement (which was undertaken by the Company to advance the Great White Project, including advanced plant design and engineering, product and market development, technical, financial and legal activities to support the funding process for project development and ongoing working capital requirements). (f) The key terms of the Placement are that each investor subscribed by one Placement Share at $0.012, and will receive a free attaching Placement Option on the terms set out in Annexure 1, subject to Resolution 2 being approved. (g) The Placement Options are not being issued under, or to fund, a reverse takeover. Voting exclusion statement The Company will disregard any votes cast in favour on Resolution 2 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Placement Options (except a benefit solely by reason of being the holder of ordinary securities in the Company), and person associated with those persons. However, this does not apply to a vote cast in favour of a resolution by: (i) 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; or (ii) 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 (iii) 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 that is excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Directors’ Recommendation The Directors consider that the approval of the Placement Options is beneficial for the Company as it allows the Placement participants to receive their free attaching Placement Options, the exercise of which may provide up to approximately $5 million additional working capital to the Company. The Directors unanimously recommend that Shareholders vote in favour of Resolution 2. The Chair intends to vote undirected proxies in favour of Resolution 2. Resolution 3 – Approval of Issue of Broker Options Background As noted above, on 21 August 2024 the Company announced a capital raising, comprising a Placement and Entitlement Offer. Henslow Pty Ltd (Henslow) and PAC Partners Securities Pty Ltd (PAC Partners) acted as Joint Lead Managers to the Placement and the Entitlement Offer. Page | 7 As part of their fees for acting as Joint Lead Managers, Henslow and PAC Partners are entitled to fees of 6% of the funds received on the Placement, a 2% management fee on all amounts raised under the Entitlement Offer (including any shortfall), and an additional 4% fee on any shortfall of the Entitlement Offer placed by them. All fees are to be split equally between them. The Joint Lead Managers are also entitled to 20 million Broker Options in total. The purpose of Resolution 3 is for Shareholders to approve the issue of the Broker Options pursuant to Listing Rule 7.1. Regulatory Requirements 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 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 period. The Broker Options did not fit within any of the exceptions to Listing Rule 7.1. While the issue of the Broker Options does 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 into the future without having to obtain shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue of the Broker Options under Listing Rule 7.1 so it does not use up any of the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1. To this end, Resolution 3 seeks Shareholder approval to the issue of the Broker Options under and for the purposes of Listing Rule 7.1. If Resolution 3 is passed, the Company will proceed with the issue of the Broker Options and Joint Lead Managers will receive these as part of their fees. In addition, the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issued without Shareholder approval under Listing Rule 7.1. If Resolution 3 is not passed, the Company can proceed with the issue of the Broker Options but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue. Listing Rules Information Requirements In accordance with the requirements of Listing Rule 7.5, the following information is provided in relation to Resolution 3: (a) The Broker Options will be issued to Joint Lead Managers or their nominees, namely Henslow or its nominees will receive 10 million Broker Options and PAC Partners or its nominees will receive 10 million Broker Options. (b) The number of Broker Options to be issued is 20 million in total. (c) The Broker Options are in the same class as the Placement Options and are each exercisable for one Share at $0.0175 and expire on 30 September 2027. Full terms and conditions are set out in Annexure 1 to this Explanatory Memorandum. (d) If Resolution 3 is approved, the Company intends to issue the Broker Options on or about 11 October 2024 and in any case within 3 months from the date of the Meeting. (e) The Broker Options will be issued at cost of $0.00001 each, and the Company will receive $0.0175 per Broker Option exercised. (f) The Broker Options are issued to satisfy the Joint Lead Manager fees for the Capital Raising. (g) The key terms of the Joint Lead Manager engagement are that in return for services associated with acting as Joint Lead Managers they are entitled to fees of 6% of amounts raised under the Placement, a 2% management fee on amounts raised under the Entitlement Offer (including the shortfall) and an additional 4% on any shortfall under the Entitlement Offer placed by them (with fees to be split equally between them). In addition they are also entitled to 20 million Broker Options, subject to Shareholder approval. (h) The Broker Options are not being issued under, or to fund, a reverse takeover. Voting exclusion statement The Company will disregard any votes cast in favour on Resolution 3 by Henslow, PAC Partners or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Broker Options (except a benefit solely by reason of being the holder of ordinary securities in the Company), and person associated with those persons. Page | 8 However, this does not apply to a vote cast in favour of a resolution by: (i) 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; or (ii) 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 (iii) 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 that is excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Directors’ Recommendation The Directors consider that the approval of Resolution 3 is beneficial for the Company as it allows the Joint Lead Managers to receive the Broker Options as fees, the exercise of which may