23 Nov

Notice of Annual General Meeting/Proxy Form

CARAWINE RESOURCES LIMITED ACN 611 352 348 NOTICE OF ANNUAL GENERAL MEETING Notice is given that t he M eeting will be held at : TIME : 2:00pm (WST) DATE : Wednesday, 22 December 2021 PLACE : Quest Kings Park 54 Kings Park Road WEST PERTH WA 6005 The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice fro m their professional advisers prior to voting. 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 5:00pm (WST ) on 20 December 2021 . 4763 - 01 / 2805597 _ 6 1 B U S I N E S S O F T H E M E E T I N G AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 , together with the declaration of the D irectors, th e D irector’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non - binding resolution : “ That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021 .” No te: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this R esolution. Please see below. 3. RESOLUTION 2 – RE - ELECTION OF DIRECTOR – DAVID ARCHER To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : “ That, for the purpose of clause 1 4 .2 of the Constitution, Listing Rule 14.5 and for all other purposes, David Archer , a Director, reti res by rotation, and being eligible, is re - elected as a Director .” 4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT – 7.1 PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : “ That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,333,485 Shares on the terms and conditions set out in the Explanatory Statement .” A voting exclusion statement applies to this R esolution. Please see below. 5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT – 7.1A PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : “ That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,888, 736 Shares on the terms and conditions set out in the Explanatory Statement .” A voting exclusion statement applies to this R esolution. Please see below. 4763 - 01 / 2805597 _ 6 2 6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass the following resolution as a special resolution : “ That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 1 0% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement. ” 7. RESOLUTION 6 – ADOPTION OF INCENTIVE OPTION PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : “ That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Option Plan and for the issue of securities under that Incentive Option Plan, on the terms and conditions set out in the Explanatory Statement .” A voting exclusion statement and voting prohibition sta tement applies to this Resolution. Please see below. 8. RESOLUTION 7 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR – DAVID BOYD To consider and, if thought fit, to pass the following resolution as an ordinary resolution : “ That, subject to the passing of Resolution 6 , for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,500 ,000 Options to David Boyd (or their nominee) under the Incentive Option Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this R esolution. Please see below. 9. RESOLUTION 8 – APPROVAL TO ISSUE SHARES TO RIO TINTO To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : “ That, for the purposes of Listing Rule 7.1 and for all other purposes, app roval is given for the Company to issue that number of Shares, when multiplied by the issue price, will raise up to $300,000 on the terms and conditions set out in the Explanatory Statement .” A voting exclusion statement applies to this R esolution. Please see below. 4763 - 01 / 2805597 _ 6 3 10. RESOLUTION 9 – ISSUE OF SHARES TO RELATED PARTY – DAVID BOYD To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : “ That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 111,11 2 Shares to David Boyd (or his nominee) on the terms and conditions set out in the Explanatory Statement .” A voting exclusion statemen t and voting prohibition statement applies to this R esolution. Please see below. 11. RESOLUTION 10 – ISSUE OF SHARES TO RELATED PARTY – WILLIAM BURBURY To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : “ That, for th e purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 111,11 2 Shares to William Burbury (or his nominee) on the terms and conditions set out in the Explanatory Statement .” A voting exclusion statement and voting prohibition statement applies to this R esolution. Please see below. Dated : 22 November 2021 By order of the B oard Sam Smart Company Secretary 4763 - 01 / 2805597 _ 6 4 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on t his Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 6 – Adoption of Incentive Option Plan A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a memb er of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appoint ment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 7 – Issue of Incentive Options to Director A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Perso nnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 4763 - 01 / 2805597 _ 6 5 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company wil l disregard any votes cast in favour of the R esolution set out below by or on behalf of the following persons: Resolution 3 – Ratification of prior issue of Shares The Placement Participants (or their nominees) or any other person who participated in the issue or is a counterparty to the agreement being approved or an asso ciate of that person or those persons. Resolution 4 – Ratification of prior issue of Shares The Placement Participants (or their nominees) or any other person who parti cipated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. Resolution 6 – Adoption of Incentive Option Plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. Resolution 7 – Issue of Incentive Options to Director David Boyd (or his nominee) or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee ince ntive scheme in question or an associate of that person or those persons. Resolution 8 – Approval to issue Shares to Rio Tinto Rio Tinto Exploration Pty Limited or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 9 – Issue of Shares to Related Party – David Boyd David Boyd (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. Resolution 10 – Issue of Shares to Related Party – William Burbury William Burbury (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. Howev er, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a 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 tha t way; or (b) 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 (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. 4763 - 01 / 2805597 _ 6 6 Voting by proxy To vote by proxy, pleas e complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to ap point a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the me mber appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one - half of the votes. Shareholders and their proxie s should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. You may still attend the meeting and vote in person even if you have lodged or appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy ap pointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution. Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting but representatives from the Company will need to verify your identity. You can register from 1:3 0pm on the day of the meeting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9209 2703 . 4763 - 01 / 2805597 _ 6 7 E X P L A N A T O R Y S T A T E M E N T This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions . 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the C orporations Act , the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors , the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholder s unless specifically requested to do so. The Company’s annual financial report is available on its website at www.carawine.com.au . 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 Gene ral The Corporations Act requires that , at a listed company’s annual g eneral meeting, a resolution that the r emuneration r eport be adopted mu st be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the di rectors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the d irectors’ report contained in the annual financial report of the c ompa ny for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a rem uneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Mee ting but may stand for re - election at the Spill Meeting. Following the Spill Meeting , those persons whose election or re - election as directors of the company is approved will be the directors of the company. 4763 - 01 / 2805597 _ 6 8 2.3 Previous voting results T he votes cast against t he remuneration report considered at the Company’s last annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 3. RESOLUTION 2 – RE - ELECTION OF DIRECTOR – DAVID ARCHER 3.1 General Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. David Archer , who has served as a Director since 16 March 2016 and was last re - elected on 14 November 2019 , retires by rotation and seeks re - election. 3.2 Qualifications and ot her material directorships Mr Archer is a geologist with over 30 years’ experience in exploration and mining in Australia. He has held senior positions with major Australian mining companies, including Renison Goldfields Consolidated Ltd and ten years as a Director of Archer Geological Consulting specialising in project generation, geological mapping and project evaluation. Mr Archer was a consultant to ASX listed Atlas Iron Limited and Warwick Resources Limited and was responsible for significant iron ore discoveries for both companies in the Pilbara. Mr Archer was also founding director, and an executive director, of Sheffield Resources Limited. Other major West Australian discoveries include the Raleigh and Paradigm gold mines and the Magellan lead mine. 3.3 Independence If re - elected the Board considers David Archer will be an independent Director . 3.4 Board recommendation The Board has reviewed David Archer ’s performance since his appointment to the Board and considers that David Archer ’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re - election of David Archer and recommends that Shareholders vote in favour of Resolution 2 . 4. RESOLUTION S 3 AND 4 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE PLACEMENT 4.1 Background As announced on 10 November 2021, the Company confirmed its intention to undertake a placement to professional and sophisticated investors to raise approximately $ 4,940,000 through the issue of 27, 444 ,4 4 5 Shares a t an issue price of $ 0.18 per Share ( Placement ). On 15 November 2021 , the Company issued 27, 222 , 221 Shares pursuant to the Placement ( Placement Shares ) , with the issue of the remaining 222,2 24 Shares to 4763 - 01 / 2805597 _ 6 9 Directors (or their nominees) being subject to Shareholder approval pursuant to Resolutions 9 and 10. 16,333,485 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 3 ) and 10,888, 736 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 1 7 November 2020 (being, the subject of Resolution 4 ). The funds raised under the Placement are intended to be applied towards the funding of ongoing exploration and evaluation activiti es at the Company’s exploration Projects, including at the Tropicana North Project and Fraser Range Project in Western Australia , costs associated with the Placement and working capital purposes . Resolutions 3 and 4 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of Shares pursuant to the Placement. Further details in respect of the Placement are set out in the ASX announcement released on 10 November 2021. The Company engaged the services of Bridge Street Capital Partners Pty Ltd (ACN 164 702 005 ) (AFSL 456 663 ) ( Bridge Street ) as the lead manager to the Placement. In connection with the Placement, the Company agreed to pay Bridge Street : a management fee of 2% of the gross proceeds of the Pla cement; and a placement fee of 4% of the gross proceeds of the Placement, excluding the proceeds of shares subscribed for by Mr Christopher Ian Wallin or his related parties or associated entities. 4.2 Listing Rules 7.1 and 7.1A Broadly, and subject to a number of exceptions, Listing Rule 7.1 limits the number 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 securities it had on issue at the start of that 12 month period . However, u nder 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%. T he Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 6 being passed by the requisite majority at this Meeting. The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% lim it in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares . 4.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities using placement capacity under Listing Rule 7.1 and 7.1A after it 4763 - 01 / 2805597 _ 6 10 has been made or agreed to be made. If shareholders 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 Co mpany wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pu rsuant to Listing Rule 7.4 for the issue of the Placement Shares under Resolution 3 and Resolution 4 . 4.4 Technical i nformation required by Listing Rule 14.1A If Resolutions 3 and 4 are passed, the Placement Shares will be exclude d in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. If Resolutions 3 and 4 are not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity secur ities following this Meeting remains conditional on Resolution 6 being passed at this Meeting. 4.5 Technical information required by Listing Rule 7.5 Pursuant to and in accordance with List ing Rule 7. 5 , the following information is provided in relation to Resolutions 3 and 4 : the Placement Shares were issued to professional and sophisticated investors. The recipients were identified through a bookbuild process, which involved Bridge Street and the Company seeking expressions of interest to participate in the capital raising from non - related parties of the Company ; i n accordance with paragraph 7. 4 of ASX Guidance Note 21, the Company confirms that: (i) entities controlled by Christopher Wallin , a substantial holder of the Company, were recipient s of the Placement and were issued more than 1% of the issued capital of the Company ; (ii) Equity Trustee Limited , as trustee for the Lowell Resources Fund Account , was issued more than 1% of the issued capital of the Company ; and (iii) none of the recipients were related parties of the Company, members of the Company’s Key Management Personnel, advisers of the Company or an associate of any of these parties; 4763 - 01 / 2805597 _ 6 11 27, 222 , 221 Placement Shares were issued on the following basis: (i) 16,333,485 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolut ion 3 ); and (ii) 10,888, 736 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 4 ) ; the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; the Placement Shares were issued o n 15 November 2021 ; the issue price was $ 0.18 per Placement Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Placement Shares ; the purpose of the issue of the Placement Sh ares was to raise $ 4,9 4 0,000 , which will be applied towards the funding of ongoing exploration and evaluation activities at the Company’s exploration p rojects, including at the Tropicana North Project and Fraser Range Project in Western Australia, costs as sociated with the Placement and working capital purposes ; and the Placement Shares were not issued under an agreement. 5. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE 5.1 General Broadly, and subject to a number of exceptions, Listing Rule 7.1 limits the number 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 securities it had on issue at the start of that period. However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ). An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes. As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $ 2 6 , 541 , 864 (based on the number of Shares on issue and the closing price of Shares on the ASX on 1 8 November 2021. Resolution 5 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided f or in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% li mit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. 4763 - 01 / 2805597 _ 6 12 If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue E quity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. 5.2 Technical information required by Listing Rule 7.1A Pursu ant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 5 : Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (i) the date that is 12 months after the date of t his Meeting; (ii) the time and date of the Company’s next annual general meeting; and (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (d isposal of the main undertaking). Minimum price Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securitie s; or (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i) , the date on which the Equity Securities are issued. Use of fund s raised under the 7.1A Mandate The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the ongoing exploration and evaluation of the following exploration projects of the Company : (i) Tropicana North Project - gold located in Western Australia; (ii) Fraser Range Project - nickel & copper located in Western Australia; and (iii) Jamieson Project - gold & base metals located in Victoria . The Company may also use any funds raised from issues of Equi ty Securities under the 7.1A Mandate to acquire or invest in new complimentary assets and for general working capital purposes. 4763 - 01 / 2805597 _ 6 13 Risk of Economic and Voting Dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under t he 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 1 8 November 2021 . The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Dilution Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution Issue Price $0. 0975 $0. 195 $0. 2925 50% decrease Issue Price 50% increase Funds Raised Current 136,334,347 Shares 13,633,434 Shares $1, 329,260 $2, 658,520 $ 3,987,779 50% increase 204,501,521 Shares 20,450,152 Shares $ 1,993,890 $ 3,987,780 $ 5,981,669 100% increase 272,668,694 Shares 27,266,869 Shares $2 , 658,520 $5, 317,039 $ 7,975,559 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro - rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 136,334,347 Shares on issue comprising: (a) 136,112,123 existing Shares as at the date of this Notice of Meeting; and (b) 222,224 Shares which will be issued if Resolution s 9 and 10 are passed at this Meeting . 2. The issue price set out above is the closing market price of the Shares on the ASX on 1 8 November 2021 bei ng $ 0. 195 . 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 4763 - 01 / 2805597 _ 6 14 6. The calculatio ns above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pu rsuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10 %. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A M andate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk t hat: (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. Allocation policy under the 7.1A Mandate The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both ), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (i) the purpose of the issue; (ii) alternative methods for raising funds avai lable to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (iii) the effect of the issue of the Equity Securities on the control of the Compan y; (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (v) prevailing market conditions; and (vi) advice from corporate, financial and broking advisers (if applicable). Previous approval under Listi ng Rule 7.1A The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 17 November 2020 ( Previous Approval ). During the 12 - month period preceding the date of the Meeting, being on and from 23 December 2020 , the Company issued 10,888, 736 Shares pursuant to the Previous Approval ( Previous Issue ), which represent approximately 10.00 % of the total diluted nu mber of Equity Securities on issue in the Company on 23 December 2020 , which was 108,889,902. 4763 - 01 / 2805597 _ 6 15 Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below. The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue: Date of Issue and Appendix 2A Date of Issue : 15 November 2021 Date of Appendix 2A : 15 November 2021 Recipients Professional and sophisticated investors as part of a placement announced on 10 November 2021 . The placement participants were identified through a bookbuild process, which involved Bridge Street and the Company seeking expressions of interest to participa te in the placement from non - related parties of the Company. I n accordance with ASX Guidance Note 21, the Company confirms: entities controlled by Christopher Wallin, a substantial holder of the Company, were recipients of the Placement and were issued more than 1% of the issued capital of the Company; Equity Trustee Limited, as trustee for the Lowell Resources Fund Account, w as issued more than 1% of the issued capital of the Company; and none of the recipients were related parties of the Company, members of the Company’s Key Management Personnel, advisers of the Company or an associate of any of these parties . Number and Cla ss of Equity Securities Issued 10,888, 736 Shares 2 Issue Price and discount to Market Price 1 (if any) $ 0.18 per Share (at a discount 10 % to Market Price). Total Cash Consideration and Use of Funds Amount raised : $ 1,959,972.48 Amount spent : Nil Use of funds 3 : the funding of ongoing exploration and evaluation activities at the Company’s Tropicana North Project and Fraser Range Project in Western Australia, costs associated with the Placement and ongoing working capital. Amount remaining : $ 1,959,972.48 Proposed use of remaining funds 3 : A s per use of funds above. Notes: 1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorde d prior to the date of issue of the relevant Equity Securities. 4763 - 01 / 2805597 _ 6 16 2. Fully paid ordinary shares in the capital of the Company, ASX Code: CWX (terms are set out in the Constitution). 3. This is a statement of current intentions as at the date of this Notice. As wit h any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis. 5.3 Voting Exclusion Statement As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. 6. RESOLUTION 6 – ADOPTION OF INCENTIVE OPTION PLAN 6.1 General Resolution 6 seeks Shareholder approval for the adoption of the employee incentive sc heme titled “Incentive Option Plan ” ( Option Plan ) and for the issue of Options under the Option Plan in accordance with Listing Rule 7.2 (Exception 13 (b)) . Whilst the Company has a current Incentive Option Plan , the Company wishes to adopt a new plan to allow for a cashless exercise facility. S ubject to Board approval, the cashless exercise facility allows p articipant s to exercise some or all of their vested Options, by set ting - off the O ption e xercise p rice against the number of Shares which the p articipant is entitled to receive upon exercise of the p articipant’s Options. By using the Cashless Exercise Facility, the p articipant will receive Shares to the value of the surplus after the Option e xercise p r ice has been set - off. T he objective of the Option Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Option Plan and the future issue of Options under the Option Plan will provide selected employees wit h the opportunity to participate in the future growth of the Company. As summarised in Section 4.2 above , Listing Rule 7.1 limits the number of equity securities tha t 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. Listing Rule 7. 2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to Listing Rule 7.1. Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7. 2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeti ng. If Resolution 6 is passed, the Company will be able to issue Options under the Option Plan to eligible participants over a period of 3 years . The issue of any Options to eligible p articipants under the Option Plan (up to the maximum number of Options stated in Section 6.2(c) below) will be excluded from the 4763 - 01 / 2805597 _ 6 17 calculation of the number of equity s ecurities that the Company can issue without Shareholder approval under Listing Rule 7.1. For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Options under the Option Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained . If Resolution 6 is not passed, the Company will be able to proceed with the issue of Options under the Option Plan to eligible par ticipants, but any issues of Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Options . 6.2 Technical information requir ed by Listing Rule 7.2 (Exception 13) Pursuant to and in accordance with Listing Rule 7.2 (Exception 13) , the following information is provided in relation to Resolution 6 : a summary of the key terms and conditions of the Option Plan is set out in Schedule 1 ; the Company has not issued any Options under the Option Plan as this is the first time that Shareholder approval is being sought for the adoption of the Option Plan ; and t he maximum number of Securities proposed to be issued under the Option P lan, following Shareholder approval, is 13,611,2 12 Options which equates to approximately 10% of the Company’s current issued capital and includes the Options proposed to be issued und er Resolution 7 . It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately. 7. RESOLUTION 7 – ISSUE OF INCENTIVE OPTIONS TO DIRECTOR – DAVID BOYD 7.1 Ge neral The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Option Plan (refer to Resolution 6 ) , to issue 2, 500,000 Options to David Boy d (or his nominee) pursuant to the Incentive Option Plan ( Option Plan ) and on the terms and conditions set out below ( Incentive Options ). 7.2 Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act requires that f or a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: obtain the approval of the public company’s members in the manner set out in s ections 217 to 227 of the Corporations Act; and give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in s ections 210 to 216 of the Corporations Act. 4763 - 01 / 2805597 _ 6 18 The issue of the Incentive Options to David Boyd (or their nominee) constitutes giving a financial benefit and David Boyd is a related part y of the Company by virtue of being a Director . The Directors (other than David Boyd) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required i n respect of the issue of Incentive Options, because the agreement to issue the Incentive Options, reached as part of the remuneration package for David Boyd , is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis . 7.3 Listing Rule 10.1 4 Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities: a director o f the entity; an associate of a director of the entity; or a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders. The i ssue of Incentive Options to David Boyd falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. Resolution 7 seeks the required S hareholder approval for the issue of the Incentive Options under and for the purposes of Listing Rule 10.14. 7.4 Technical information required by Listing Rule 14.1A If Resolution 7 is passed, the Company will be able to proceed with the issue of the Incentive Options to David Boyd under the Option Plan within three years after the date of the Meeting (or such later date as permi tted by any ASX waiver or modification of the Listing Rules ) . A s a pproval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Options (because approval is being obtained under Listing Rule 10.1 4), the issue of the Incentive Options will not use up any of the Company ’ s 15% annual placement capacity . If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the Incenti ve Options to David Boyd under the Option Plan and may need to seek to remunerate David Boyd by another means. 7.5 Tec h nical information required by Listing Rule 10.1 5 Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following inf ormation is provided in relation to Resolution 7 : the Incentive Options will be issued to David Boyd (or their nominee) , who falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director; the maximum number of Incentive Options to be issued is 2,500,000; the current total remuneration package for David Boyd is $384, 164 , comprising directors’ fees/salary of $ 270,000 , a superannuation payment 4763 - 01 / 2805597 _ 6 19 of $ 27,000 and share - based payments of $87,146. If the Incentive Options are issued, the total remuneration package of David Boyd will increase by $ 237,500 to $ 621,664 being the value of the Incentive Options (based on the Black Scholes methodology) . However, it shou ld be noted that because the Incentive Options are not subject to vesting conditions, the accounting expense is recognised immediately (rather than being expensed over a vesting period). Further, Mr Boyd’s ability to utilise the Cashless Exercise Facility in respect of the Incentive Options will be subject to the exercise of Board discretion at the time of exercise, and may not be utilised in the first 12 months after the grant of the Incentive Options ; as this is the first time that the Shareholder approva l is being sought for the adoption of the Option Plan, no Options have been previously issued under the Option Plan ; a summary of the material terms and conditions of the Incentive Options is set out in Schedule 2 . the Incentive Options are unquoted Optio ns . The Company has chosen to issue Incentive Options to David Boyd for the following reasons: (i) the Incentive Options are unquoted, therefore , the issue of the Incentive Options has no immediate dilutionary impact on Shareholders ; (ii) the issue of Incentive Opt ions to David Boyd will align the interests of David Boyd with those of Shareholders; (iii) the issue of the Incentive Options is a reasonable and appropriate method to provide cost effective remuneration as the non - cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remun eration were given to David Boyd ; and (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Options on the terms proposed; the Company values the Incentive Options at $ 237,500 ( being $ 0.10 per Incentive Option with an exercise price of $0.40 and $0.09 per Incentive Option with an exercise price of $0.60 ) based on the Black - Scholes methodology ; the Incentive Options will be issued to David Boyd (or their nominee) no l ater than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules ) and it is anticipated the Incentive Options will be issued on one date; the issue price of the Incentive Options will b e nil, as such no funds will be raised from the issue of the Incentive Options (other than in respect of funds received on exercise of the Incentive Options) ; a summary of the material terms and conditions of the Option Plan is set out in Schedule 1; 4763 - 01 / 2805597 _ 6 20 no l oan is being made to David Boyd in connection with the acquisition of the Incentive Options; details of any Options issued under the Option Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Options under the Option Plan after Resolution 6 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14. 8. R ESOLUTION 8 – APPROVAL TO ISSUE SHARES TO RIO TINTO 8.1 General As announced to the market on 28 October 2019, the Company has entered into a term sheet with Rio Tinto Exploration Pty Ltd ( Term Sheet ) ( RTX ) under which, subject to shareholder approval, it has agreed to issue, and RTX has agreed to subscribe for, that numb er of Shares , when multiplied by the issue price, will raise up to $300,000 ( RTX Shares ) . The number of RTX Shares to be issued is to be determined in accordance with the following formula: No. RTX Shares = $300,000 / 20 day VWAP Where: (a) No. RTX shares is t he number of S hares to be issued to RTX; and (b) 20 day VWAP is the volume weighted average price ( VWAP ) of S hares over the 20 ASX trading days immediately prior to the date RTX notifies the Company that it has sole funded $1,000,000 worth of exploration expen diture in relation to the Term Sheet. As summarised in Section 4.2 above , 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 proposed is sue of the RTX Shares does not fall within any of the exceptions set out in Listing Rule 7.2 . It therefore requires the approval of Shareholders under Listing Rule 7.1. 8.2 Technical information required by Listing Rule 14.1A The issue of the RTX Shares does n ot fall within any of the exceptions set out in Listing Rule 7.2 and whilst the number of RTX Shares may not exceed the 15% limit in Listing Rule 7.1, the Company wishes to retain as much flexibility as possible to issue additional equity securities into t he 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 RTX Shares under Listing Rule 7.1 so that it does not use up any of the 15% limit on issue equity sec urities without S hareho lder approval set out in Listing Rule 7.1. If Resolution 8 is passed, the Company will be able to proceed with the issue of the RTX Shares . In addition, the issue of the RTX Shares will be excluded from the 4763 - 01 / 2805597 _ 6 21 calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 8 is not passed, the Company may not be able to proceed with the issue of the RTX Shares . Resolution 8 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the RTX Shares . 8.3 Technical information required by Listing Rule 7.1 Pursuant to and in accordance with Listing Rule 7. 3 , the following information is provided in relation to Resolution 8 : (a) the RTX Shares wil l be issued to RTX ; (b) i n accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be: (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, a dvisers of the Company or an associate of any of these parties; and (ii) issued more than 1% of the issued capital of the Company; (c) the maximum number of RTX Shares to be issued is that number of Shares which, when multiplied by the issue price, equals $ 300,000 . The RTX Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares ; (d) the RTX Shares will be issued no later than 3 months after the date of the Meeting (or such l ater date to the extent permitted by any ASX waiver or modification of the Listing Rule s) and it is intended that issue of the RTX Shares will occur on the same date ; (e) the issue price of the RTX Shares will be equal to the formula set out in section 8.1 above . The Company will not receive any other consideration for the issue of the RTX Shares ; (c) the purpose of the issue of the RTX Shares is to raise capital, which the Company intends to apply towards ongoing exploration activities at its exploration projects in Australia ; (f) the RTX Shares are being issued to Rio Tinto Exploration Pty Limited under the West Paterson Farm - in an d Joint Venture Term Sheet ( Term Sheet ) . Further details in respect of the Term Sheet are set out in the ASX announcement released on 28 October 2019 ; and (g) the RTX Shares are not being issued under, or to fund, a reverse takeover. 8.4 Dilution Set out below is a worked example of the number of RTX Shares that may be issued under Resolution 8 based on an assumed issue prices of $0.10 1 , $ 0.20 3 and $ 0.3 00 per RTX Share , being the volume weighted average price for Shares on the 5 days 4763 - 01 / 2805597 _ 6 22 on which sales in Shares were recorded before 18 November 2021 , the volume weighted prices which are 50% higher and 50% lower than that price. Assumed issue price Maximum number of RTX Shares which may be issued 1 Current Shares on issue as at the date of this Notice 2 Increase in the number of Shares on issue assuming the Company issued the maximum amount pursuant to Resolution 8 3 Dilution effect on existing Shareholders $0.10 1 2,970,297 136,112,123 139,082,420 2.14% $0.20 3 1,477,83 3 136,112,123 137,589,956 1.07% $0.3 00 1,000,000 136,112,123 137,112,123 0.73% Notes : 1. Rounded to the nearest whole number. 2. There are currently 136,112,123 Shares on issue as at the date of this Notice and this table assumes no Options are exercised, no convertible securities converted or additional Shares issued, other than the maximum number of Shares which may be issued pursuant to Resolution 8 (based on the assumed issue prices set out in the table). 3. The Company notes that the above workings are an example only and the actu al issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ . 9. RESOLUTION S 9 AND 10 – ISSUE OF SHARES TO RELATED PART IES 9.1 General As summarised in section 4.1 , the Company is undertak ing a placement to professional and sophisticated investors to raise approximately $ 4,940,000 through the issue of 27, 444,445 Shares at an issue price of $ 0.18 per Share ( Placement ). Directors David Boyd and William Burbury wish to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ). Accordingly, Resolution s 9 and 10 seek Shareholder appr oval for the issue of 222,224 Shares to David Boyd and William Burbury (or their nominees), as a result of the Participation on the terms set out below . 9.2 Chapter 2E of the Corporations Act For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and 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 Participation will result in the issue of Shares which constitutes giving a financial benefit and David Boyd and William Burbury are related part ies of the Company by virtue of being Directors. The independent Director consider s that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not re quired in respect of the Participation 4763 - 01 / 2805597 _ 6 23 because the Shares will be issued to David Boyd and William Burbury (or their nominees) on the same terms as Shares issued to non - related party participants in the Placement and a s such the giving of the financial ben efit is on arm’s length terms. 9.3 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: 10.11.1 a related party; 10.11. 2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company; 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the comp any 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; 10.11. 4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or 10.11. 5 a person whos e relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders. The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11. Resolution s 9 and 10 seek Shareholder approval for the Parti cipation under and for the purposes of Listing Rule 10.11. 9.4 Technical information required by Listing Rule 14.1A If Resolution s 9 and 10 are passed, the Company will be able to proceed with the issue of the Shares to the Related Parties within one month aft er the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity. If Resolution s 9 and 10 are not passed, the Company will not be able to proceed with the issue of th e Shares and the corresponding $40,000 from the Related Parties will not be raised as part of the Placement. 9.5 Technical 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 Resolutions 9 and 10 : the Shares will be issued to the following persons: (i) David Boyd (or his nominee) pursuant to Resolution 9 ; and 4763 - 01 / 2805597 _ 6 24 (ii) William Burbury (or his nominee) pursuant to Resolution 10, each of whom falls within the category set out in Listing Rule 10.11. 1 by virtue of being a Director; the maximum number of Shares to be issued to the Related Parties ( or their nominees) is 222,22 4 comprising : (i) 111,11 2 Shares to David Boyd (or his nominee ) pursuant to Resolution 9 ; and (ii) 111,11 2 Shares to William Burbury ( or his nominee ) pursuant to Resolution 10, the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules ) and it is intended that issue of the Shares will occur on the same date ; the issue price will be $ 0. 18 per Share , being the same issue price as Shares issued to other participants in the Placement. The Company will not receive any other consideration for the issue of the Shares ; the purpose of the issue of Shares is to raise a further $ 4 0,000 before costs u nder the Placement (being $20,000 from David Boyd and $20,000 from William Burbury ), which the Company intends to apply towards the funding of ongoing exploration and evaluation activities at the Company’s exploration Projects, including at the Tropicana N orth Project and Fraser Range Project in Western Australia, costs associated with the Placement and working capital purposes ; the Shares to be issued are not intended to remunerate or incentivise the Directors; and the Shares are not being issued under an agreement ; and a voting exclusion statement s is included in Resolution s 9 and 10 of the Notice. 4763 - 01 / 2805597 _ 6 25 G L O S S A R Y $ means Australian dollars. 7.1A Mandate has the meaning given in Section 5.1 . Annual General Meeting or Meeting means the meeting convened by the Notice. ASIC means the Australian Securities & Investments Commission. Associated Body Corporate means (a) a related body corporate (as defined in the Corporations Act) of the Company; (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires. Board means the current board of directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Chair means the chair of the Meeting. Closely Related Party of a member of the Key Management Personnel means: (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected t o influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act. Company means Carawine Resources Limited (ACN 611 352 348 ). Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. 4763 - 01 / 2805597 _ 6 26 Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. Explanatory Statement means the explanatory statement accompanying the Notice. Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the C ompany is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated gr oup. Listing Rules means the Listing Rules of ASX. Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form. Option means an option to acquire a Share. Option holder means a holder of an Option. Option Plan means the incentive option plan the subject of Resolution 6 as summarised in Schedule 1 . Proxy Form means the proxy form accompanying the Notice. Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021 . Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Section means a section of the Explanatory Statement. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of a Share. Variable A means “A” as set out in the formula in Listing Rule 7.1A.2. WST means Western Standard Time as observed in Perth, Western Australia. 4763 - 01 / 2805597 _ 6 27 S C H E D U L E 1 – T E R M S A N D C O N D I T I O N S O F I N C E N T I V E O P T I O N P L A N The material terms of the Incentive Option Plan ( Option Plan ) are summarised below: (a) Eligibility Participants in the Option Plan may be: (i) a Director (whether executive or non - executive) of the Company and any Associated Body Corporate of the Company (each , a Group Company ); (ii) a full or part time employee of any Group Company; (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i) , (ii) , or (iii) a bove, who is declared by the Board to be eligible to receive grants of Options under the Option Plan ( Eligible Participant or Participant ). (b) Offer The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for up to a specified number of Options, upon the terms set out in the Option Plan and upon such additional terms and conditions as the Board determines. (c) Plan limit The Company must have reasonable grounds to believe, when making an of fer, that the number of Shares to be received on exercise of Options offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer. (d) Issue price Unless the Options are quoted on the ASX, Options issued under the Option Plan will be issued for no more than nominal cash consideration. (e) Exercise price The Board may determine the Option exercise price (if any) for an Option offered under that Offer in its absolute discretion. To the extent the Listing Rules specify or require a minimum price, the Option exercise price must not be less than any minimum price specified in the Listing Rules . 4763 - 01 / 2805597 _ 6 28 (f) Vesting c ondition An Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Option ( Vesting Conditions ) . (g) Vesting The Board may in its absolute discretion by written notice to a Participant (being an Eligible Participant to whom Options have been granted under the Option Plan or their nominee where the Options have been granted to the nominee of the Eligible Participant ( Relevant Person ) ), resolve to waive any of the Vesting Conditions applying to Options due to: (i) special circumstances arising in relation to a Relevant Person in respect of those Options , being: (A) a Relevant Person ceasing to be an Eligible Participant due to: (B) death or total or permanent disability of a Relevant Person; or (C) retirement or redundancy of a Relevant Person; (D) a Relevant Person suffering severe financial hardship; (E) any other circumstance stated to constitute “special circumstances” in the terms of the relevant o ffer made to and accepted by the Participant; or (F) any other circumstances determined by the Board at any time (whether before or after the o ffer) and notified to the r elevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant , ( Special Circumstances ), or (ii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company. Additionally, in the situation of a change of control the Ve sting Conditions are deemed to be automatically waived . (h) Cashless exercise facility If a Participant wishes to exercise some or all of their vested Options, it may, subject to Board discretion and the terms of the Options offered , elect to pay the Exercise Price by using the cashless exercise facility provided for under this Rule ( Cashles s Exercise Facility ). The Board may in its absolute discretion determine whether the Cashless Exercise Facility is available in respect of Options offered under the Plan. The Board may also impose time limitations as to when the Cashless Exercise Facility can be used. The Cashless Exercise Facility allows a Participant to set - off the Exercise Price against the number of Shares which the Participant is entitled to receive upon exercise of the Participant’s Options. By using the Cashless Exercise Facility, the 4763 - 01 / 2805597 _ 6 29 Participant will receive Shares to the value of the surplus after the Exercise Price has been set - off. I f the Exercise Price otherwise payable in respect of an Option being exercised is the same or higher than the applicable m arket v alue of a Share at the time of exe rcise, then a Participant will not be entitled to use the Cashless Exercise Facility. (i) Lapse of an Option An Option will lapse upon the earlier to occur of: (i) an unauthorised dealing in, or hedging of, the Option occurring ; (ii) a Vesting Condition in relation to the Option is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Option in the circu mstances set out in paragraph (g) or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person cea ses to be an Eligible Participant; (iii) in respect of unvested Option only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Option in the circumstances set out in paragraph (g) or the Board resolves, in its absolute discretion, to allow the unvested Options to remain unvested after the Relevant Person ceases to be an Eligible Particip ant; (iv) in respect of vested Options only, a Relevant Person ceases to be an Eligible Participant and the Option s granted in respect of that Relevant Person are not exercised within one (1) month (or such later date as the Board determines) of the date that R elevant Person ceases to be an Eligible Participant; (v) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant; (vi) the Company undergoes a c hange of c ontrol or a winding up resolution or order is made and the Options do not vest; and (vii) the expiry date of the Option. (j) Not transferrable Subject to the Listing Rules, Options are only transferrable in S pecial C ircumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy. (k) Shares Shares resulting from the exercise of the Options shall, subject to any s ale r estrictions (refer to paragraph (l) ) , from the date of issue, rank on equal terms with all other Shares on issue. 4763 - 01 / 2805597 _ 6 30 (l) Sale r estrict ions The Board may, in its discretion, determine at any time up until exercise of Options, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Options ( Restriction Period ) . In addition, the Board m ay, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period. (m) Quotation of Shares If Shares of the same class as those issued upon exercise of Options issued under the Option Plan are quoted on the ASX, the Company will, subject to the Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the disposal of Shares ends. The Co mpany will not apply for quotation of any Options on the ASX. (n) No participation rights There are no participation rights or entitlements inherent in the Options and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. (o) Change in exercise price or number of underlying securities An Option does not confer the right to a change in exercise price or in the number of underlying Shares over which the Option can be exercised. (p) Reorganisation If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the terms of the Options will be changed in a manner consistent with the Corpor ations Act and the Listing Rules at the time of the reorganisation. (q) Amendments Subject to express restrictions set out in the Option Plan and complying with the Corporations Act, Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the Option Plan, or the terms or conditions of any Option granted under the Option Plan including giving any amendment retrospective effect. 4763 - 01 / 2805597 _ 6 31 S C H E D U L E 2 – T E R M S A N D C O N D I T I O N S O F I N C E N T I V E O P T I O N S (a) Entitlement Each Option entitle s the holder to subscribe for one Share upon exercise of the Option. (b) Exercise Price Subject to paragraph (i) , the amount payable upon exercise will be : (i) 1,250,000 Options exercisable at $0.40 per Option; and (ii) 1 ,250,000 Options exercisable at $0.60 per Option, (each, an Exercise Price ). (c) Expiry Date Ea ch Option will expire at 5 : 00 pm (WST) on that date which is four (4) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. (d) Exercise Period The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ) . (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to t he Company in the manner specified on the Option certificate ( Notice of Exercis e ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company . (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ) . (g) Timing of issue of Shares on exercise Within five Business Days after the Exercise Date, the Company will: (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Com pany ; (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act , or , if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things ne cessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors ; and 4763 - 01 / 2805597 _ 6 32 (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issu ed pursuant to the exercise of the O ptions. If a notice delivered under (g) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things n ecessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. (h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the ti me of the reconstruction. (j) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders duri ng the currency of the Opt ions without exercising the Options. (k) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. (l) T ransferab ility Subject to the Listing Rules, the Options are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the holder ’s legal personal represent ative or upon bankruptcy to the participant’s trustee in bankruptcy. (m) Cashless Exercise In lieu of paying the Exercise Price under paragraph (b) above , the Board may, in its sole and absolute discretion , after an initial period of 12 months , permit the Optionholder to elect to receive, without payment of cash or other consideration, a number of Shares determined in accordance with the following formula ( Cashless Exercise Facility ): (i) the aggregate total m arket v alue (as determined on the date the Options the subject of the Cashless Exercise Facility are exercised) of Shares that would oth erwise be issued on exercise of the Options had all such Options been exercised for a cash Exercise Price; (ii) less the aggregate total Exercise Price otherwise payable in respect of the Options exercised; and 4763 - 01 / 2805597 _ 6 33 (iii) divided by the m arket v alue of a Share as determin ed on the date the Options the subject of the Cashless Exercise Facility are exercised. I f the Exercise Price otherwise payable in respect of an Option being exercised is the same or higher than the applicable m arket v alue of a Share at the time of exerci se, then the Optionholder will not be entitled to use the Cashless Exercise Facility. SAMPLE LODGEMENT OF A PROXY FORM HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM YOUR NAME AND ADDRESS This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. DEFAULT TO CHAIRMAN OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP. VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the ?rst Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certi?ed photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the of?ce held by signing in the appropriate place. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate “Certi?cate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certi?cate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au. IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE. LODGE YOUR VOTE ? ONLINE www.linkmarketservices.com.au ? BY MAIL Carawine Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia ? BY FAX +61 2 9287 0309 ? BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 ? ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474 This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 2:00pm (WST) on Monday, 20 December 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or: ? ONLINE www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identi?er” - Securityholder Reference Number (SRN) or Holder Identi?cation Number (HIN). BY MOBILE DEVICE Our voting website is designed speci?cally for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identi?er and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. QR Code I/We being a member(s) of Carawine Resources Limited and entitled to attend and vote hereby appoint: PROXY FORM STEP 1 or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees ?t) at the Annual General Meeting of the Company to be held at 2:00pm (WST) on Wednesday, 22 December 2021 at Quest Kings Park, 54 Kings Park Road, West Perth, Western Australia, 6005 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 6, 7, 9 & 10: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 6, 7, 9 & 10, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. the Chairman of the Meeting (mark box) OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy APPOINT A PROXY STEP 2 Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. ? 1 Adoption of Remuneration Report 2 Re-election of Director – David Archer 3 Rati?cation of Prior Issue of Shares Under the Placement – 7.1 Placement Capacity 5 Approval of 7.1A Mandate 4 Rati?cation of Prior Issue of Shares Under the Placement – 7.1A Placement Capacity 6 Adoption of Incentive Option Plan 7 Issue of Incentive Options to Director – David Boyd 8 Approval to Issue Shares to Rio Tinto Resolutions VOTING DIRECTIONS STEP 3 This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certi?ed copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth). Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED 9 Issue of Shares to Related Party – David Boyd For For Against Against Abstain * Abstain * 10 Issue of Shares to Related Party – William Burbury SAMPLE CWX PRX2101D *CWX PRX2101D* *X99999999999* X99999999999 NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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