Announcement PDF 25 September 2024 Dear Shareholder GENERAL MEETING – NOTICE AND PROXY FORM You are invited to attend the General Meeting (AGM) of Shareholders of Critical Resources Limited (ACN 145 184 667) (Company) to be held in person at: Time and date: 10.30 am (AWST) on Friday, 25 October 2024 Location: The Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000 As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting to shareholders unless a shareholder has requested to receive a hard copy. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded at the following link: www.criticalresources.com.au or from the ASX Company Announcements Platform at asx.com.au (ASX: CRR). A copy of your personalised Proxy Form is enclosed for your reference. All resolutions in the Notice of Meeting will be voted upon by poll. Shareholders are strongly encouraged to submit their Proxy Form to the Company’s share registry, Computershare, using any of the following methods: Online At www.investorvote.com.au By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile Scan the QR code on your proxy form and follow the prompts Custodian Voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions Your proxy voting instruction must be received by 10:30 am (AWST) on Wednesday, 23 October 2024 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. In order to receive electronic communications from the Company in the future, please update your Shareholder details with Computershare Investor Services Pty Limited by: 1. 2. 3. 4. 5. Go online to www.investorcentre.com Select ‘Login’ for existing users (New users select ‘Create Login’ and follow the prompts) Enter your ‘User ID’ Enter your ‘Password’ Click on ‘My Profile’ and select ‘Communications Preferences’ to enter your email address and update your securityholder communication methods. The Meeting Materials are important and should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. If you have any difficulties obtaining a copy of the Meeting Materials please contact the Company’s share registry, Computershare Investor Services Pty Limited on, 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas). Yours sincerely Harry Spindler Company Secretary Critical Resources Ltd ABN 12 145 184 667 ASX:CRR Level 45, 108 St Georges Terrace, Perth WA 6000 P. +61 9465 1024 W. criticalresources.com.au E. info@criticalresources.com.au Critical Resources Limited ACN 145 184 667 Notice of General Meeting The General Meeting of the Company will be held as follows: Time and date: 10.30 am (AWST) on Friday, 25 October 2024 Location: 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 professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company on +61 (8) 9465 1024. Shareholders are urged to vote by lodging the Proxy Form Critical Resources Limited ACN 145 184 667 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of Critical Resources Limited (Company) will be held at the Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000, on Friday, 25 October 2024 at 10.30 am (AWST) (Meeting). The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (AWST) on Wednesday, 23 October 2024. 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. Terms and abbreviations used in the Notice are defined in the Schedule. Agenda Resolution 1 – Ratification of the agreement to issue 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 7.4 and for all other purposes, Shareholders ratify the issue of or agreement to issue up to 183,333,333 Placement Shares under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.’ Resolution 2– Ratification of the agreement to issue Tranche 1 Placement 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 7.4 and for all other purposes, Shareholders ratify the issue of or agreement to issue up to 83,666,666 Tranche 1 Placement Options under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.' Resolution 3 – Approval to issue Tranche 2 Placement 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 8,000,000 Tranche 2 Placement Options on the terms and conditions in the Explanatory Memorandum.’ Resolution 4 – Approval to issue Director Placement Securities 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, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 25,000,001 Director Placement Securities to the Directors (or their respective nominee/s) as follows: (a) up to 6,666,667 Director Placement Shares and 3,333,334 Director Placement Options to Robert Martin; Page 2 3445-5646-8015, v. 3 (b) up to 8,333,333 Director Placement Shares and 4,166,666 Director Placement Options to John Markovic; and (c) up to 1,666,667 Director Placement Shares and 833,334 Director Placement Options to Nigel Broomham, on the terms and conditions in the Explanatory Memorandum.' Resolution 5 – 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, approval is given for the Company to issue up to 12,000,000 Lead Manager Options to the Lead Manager (or its nominee/s), on the terms and conditions set out in the Explanatory Memorandum.’ Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 1: by or on behalf of a person who participated in the issue of the Placement Shares or is a counterparty to the agreement being approved, or any of their respective associates, or their nominees. (b) Resolution 2: by or on behalf of a person who participated in the issue of the Tranche 1 Placement Options or is a counterparty to the agreement being approved, or any of their respective associates, or their nominees. (c) Resolution 3: 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 Tranche 2 Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates, or their nominees. (d) Resolution 4(a): by or on behalf of Robert Martin (or his nominee/s), and any other person who will obtain a material benefit as a result of, the proposed issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates. (e) Resolution 4(b): by or on behalf of John Markovic (or his nominee/s), and any other person who will obtain a material benefit as a result of, the proposed issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates. (f) Resolution 4(c): by or on behalf of Nigel Broomham (or his nominee/s), and any other person who will obtain a material benefit as a result of, the proposed issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates. (g) Resolution 5: by or on behalf of the Lead Manager (or its nominee/s), and any other person who will obtain a material benefit as a result of, the proposed issue of the 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; or Page 3 3445-5646-8015, v. 3 (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 Harry Spindler Company Secretary Critical Resources Limited Dated: 25 September 2024 Page 4 3445-5646-8015, v. 3 Critical Resources Limited ACN 145 184 667 (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 Boorloo Meeting Room, Ground Floor, 108 St Georges Terrace, Perth WA 6000, on Friday, 25 October 2024 at 10.30 am (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 Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Voting and attendance information Section 3 Background to the Resolutions Section 4 Resolution 1 – Ratification of the agreement to issue Placement Shares Section 5 Resolution 2 – Ratification of the agreement to issue Tranche 1 Placement Options Section 6 Resolution 3 – Approval to issue Tranche 2 Placement Options Section 7 Resolution 4 – Approval to issue Director Placement Section 8 Resolution 5 – Approval to issue Lead Manager Options Schedule 1 Definitions Schedule 2 Terms and conditions of Placement Options and Lead Manager Options A Proxy Form is made available with the Explanatory Memorandum. 2. Voting and attendance information Shareholders should read this Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company. 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. Page 5 2.3 Voting by proxy A Proxy Form has been made available with 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 submitting the Proxy Form to the Company in accordance with the instructions thereon. Submission 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 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; (c) at the meeting, a poll is duly demanded 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. Your proxy voting instruction must be received by 10.30 am (AWST) on Wednesday, 23 October 2024, being not later than 48 hours before the commencement of the Meeting. 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. Page 6 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 cosec@criticalresources.com.au by no later than 5 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. Background to the Resolutions On 14 August 2024, the Company announced that it had received firm commitments for a placement to raise up to approximately $1,200,000 (before costs) through the issue of 200,000,000 Shares (Placement Shares) at an issue price of $0.006 per Placement Share (Issue Price), together with a 1-for-2 free attaching unquoted Option exercisable at $0.015 each on or before the date that is 3 years from the date of issue (Placement Options) (Placement). In accordance with the updated Appendix 3B dated 25 September 2024, the Placement is being undertaken as follows: (a) the issue of up to 183,333,333 Placement Shares to unrelated parties of the Company utilising the Company’s available Listing Rule 7.1 placement capacity to raise approximately $1.1 million (before costs); (b) the issue of up to 91,666,666 Placement Options to unrelated parties of the Company, comprising: (c) (i) 83,666,666 Placement Options to be issued utilising the Company’s available Listing Rule 7.1 placement capacity (Tranche 1 Placement Options); and (ii) 8,000,000 Placement Options to be issued subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 3) (Tranche 2 Placement Options); and subject to Shareholder approval under Listing Rule 10.11 (the subject of Resolution 4(a) to (c) (inclusive)),the issue of up to 16,666,667 Placement Shares (Director Placement Shares) and 8,333,334 Placement Options (Director Placement Options) to the Directors (or their respective nominee/s), in the proportions set out in Section 7.1 (Director Placement Securities) to raise approximately $100,000 (before costs). Before the date of the Meeting, the Company is expected to have issued the Placement Shares and Tranche 1 Placement Options set out in Sections 3(a) and 3(b)(i) above. The Company engaged Sixty Two Capital as sole lead manager to the Placement. As partial consideration for the provision of lead managerial and bookrunner services in connection with the Placement, Sixty Two Capital will be issued 12,000,000 unquoted Options exercisable at $0.015 each on or before the date that is 3 years from the date of issue of the Tranche 1 Placement Options the subject of Resolution 2 (Lead Manager Options), subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 5). Page 7 4. Resolution 1 – Ratification of the agreement to issue Placement Shares 4.1 General The background to the Placement and proposed issue of the Placement Shares is set out in Section 3 above. Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of or the agreement to issue the Placement Shares (which, for the avoidance of doubt, does not include the Director Placement Shares the subject of Resolution 4(a) to (c) (inclusive)). 4.2 Listing Rules 7.1 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. The issue of or agreement to issue the Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 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. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the date the Company agreed to issue the Placement Shares pursuant to the Placement. 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 after it has been made or agreed to be 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 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval. If Resolution 1 is passed and the Company issues up to 183,333,333 Placement Shares under Listing Rule 7.1 no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), the agreement to issue (and the issue itself) 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 agreement to issue those Placement Shares. If Resolution 1 is not passed or up to 183,333,333 Placement Shares are issued under Listing Rule 7.1 later than 3 months after the date of the Meeting (save for a later date permitted by ASX), the Company’s ongoing capacity to issue or agree to issue Equity Securities under Listing Rule 7.1 without obtaining prior Shareholder approval will continue to be reduced to the extent of up to 183,333,333 Equity Securities for the 12 month period following the agreement to issue those Placement Shares. 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 or agreement to issue the Placement Shares (which, for the avoidance of doubt, does not include the Director Placement Shares the subject of Resolution 4(a) to (c) (inclusive)): (a) The Company has agreed to issue the Placement Shares to a range of sophisticated and professional investors (Placement Participants), none of whom are a related Page 8 party or Material Investor of the Company, except as disclosed below. The Placement Participants 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. Sufian Ahmad is a Material Investor, being a substantial holder of Shares who will be issued more than 1% of the Company’s current issued capital under the Placement (being 50,000,000 Placement Shares, 17,000,000 Tranche 1 Placement Options and 8,000,000 Tranche 2 Placement Options). David Pevcic is a Material Investor, being a substantial holder of Shares who will be issued more than 1% of the Company’s current issued capital under the Placement (being 50,000,000 Placement Shares and 25,000,000 Tranche 1 Placement Options). 4.4 (b) A maximum of 183,333,333 Placement Shares were agreed to be issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1. (c) The 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) As at the date of this Notice, the Company has not issued the Placement Shares. However, the Placement Shares are intended to be issued prior to the date of the Meeting and, in any event, will be issued no later than three months after the date of the Meeting. (e) The Placement Shares will be issued at an issue price of $0.006 each. (f) The proceeds of the Placement are intended to be used towards advancing the Company’s Mavis Lake exploration programs, including supporting a maiden drilling program at the Company’s Northern Prospects, and general working capital. (g) There are no other material terms to the agreement for the subscription of the Placement Shares. (h) A voting exclusion statement is included in the Notice. Additional information Resolution 1 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 1. 5. Resolution 2 – Ratification of the agreement to issue Tranche 1 Placement Options 5.1 General The background to the Placement and proposed issue of the Tranche 1 Placement Options is set out in Section 3 above. Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of or the agreement to issue the Tranche 1 Placement Options. 5.2 Listing Rules 7.1 and 7.4 A summary of Listing Rules 7.1 and 7.4 is in Section 4.2 above. The issue of or agreement to issue the Tranche 1 Placement Option does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, Page 9 effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company agreed to issue the Tranche 1 Placement Options pursuant to the Placement. 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% placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. If Resolution 2 is passed and the Company issues up to 83,666,666 Tranche 1 Placement Options under Listing Rule 7.1 no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), the agreement to issue (and the issue itself) 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 agreement to issue those Tranche 1 Placement Options. If Resolution 2 is not passed or up to 83,666,666 Placement Options are issued under Listing Rule 7.1 later than 3 months after the date of the Meeting (save for a later date permitted by ASX), the Company’s ongoing capacity to issue or agree to issue Equity Securities under Listing Rule 7.1 without obtaining prior Shareholder approval will continue to be reduced to the extent of up to 83,666,666 Equity Securities for the 12 month period following the agreement to issue those Tranche 1 Placement Options. 5.3 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 or agreement to issue the Tranche 1 Placement Options: (a) The Company has agreed to issue the Tranche 1 Placement Options to the Placement Participants. Summaries of the Placement Participants and basis upon which the Placement Participants were identified is set out in Section 4.3(a). (b) A maximum of 83,666,666 Tranche 1 Placement Options were agreed to be issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1. (c) The Tranche 1 Placement Options will be exercisable at $0.015 each and expire 3 years from the date of issue and will otherwise be subject to the terms and conditions in Schedule 2. Shares issued upon exercise of Tranche 1 Placement Options will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company's then existing Shares on issue. (d) As at the date of this Notice, the Company has not issued the Tranche 1 Placement Options. However, the Tranche 1 Placement Options are intended to be issued prior to the date of the Meeting and, in any event, will be issued no later than three months after the date of the Meeting. (e) The Tranche 1 Placement Options are being issued as free attaching Options to the Placement Shares. Accordingly, nil additional cash consideration will be payable by the Placement Participants. (f) A summary of the intended use of funds raised from the Placement is in Section 4.3(f). No additional funds will be raised by the issue of the Tranche 1 Placement Options. (g) The purpose of the issue of the Tranche 1 Placement Options is to incentivise participation in the Placement. Page 10 5.4 (h) There are no other material terms to the agreement for the subscription of the Tranche 1 Placement Options. (i) 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 Tranche 2 Placement Options 6.1 General The background to the Placement and proposed issue of the Tranche 2 Placement Options is set out in Section 3 above. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Tranche 2 Placement Options. 6.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 4.2 above. The issue of the Tranche 2 Placement Options does not fall 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 Rule 7.1. If Resolution 3 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Options. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Options. 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 issue of the Tranche 2 Placement Options: (a) The Tranche 2 Placement Options will be issued to Sufian Ahmad (or his nominee/s) pursuant to his participation in the Placement. Mr Ahmad is a Material Investor, being a substantial holder of Shares who will be issued more than 1% of the Company’s current issued capital under the Placement (being 50,000,000 Placement Shares, 17,000,000 Tranche 1 Placement Options and 8,000,000 Tranche 2 Placement Options). (b) A maximum of 8,000,000 Tranche 2 Place