Announcement PDF AURIC MINING LIMITED ACN 635 470 843 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11:00am (WST) DATE: Monday, 14 December 2026 PLACE: Steinepreis Paganin Level 14, QV1 Building 250 St Georges Terrace PERTH WA 6000 The business of the Meeting affects your shareholding and your vote is important. This Notice 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. 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 11:00am (WST) on Saturday, 12 December 2026. 1 B U S I N E S S OF TH E M E E T I N G AGENDA 1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1 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 28,184,040 Placement Shares to the Unrelated Placement Participants on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1A 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 18,789,360 Placement Shares to the Unrelated Placement Participants on the terms and conditions set out in the Explanatory Statement.” 3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES 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, approval is given for the Company to issue 44,269,844 Placement Shares to the Unrelated Placement Participants on the terms and conditions set out in the Explanatory Statement.” 4. RESOLUTION 4 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – MR GARETH SOLLY 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 10.11 and for all other purposes, approval is given for the Company to issue 270,270 Shares to Mr Gareth Solly (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – MR JOHN UTLEY 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 10.11 and for all other purposes, approval is given for the Company to issue 378,378 Shares to Mr John Utley (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – APPROVAL TO ISSUE CONSIDERATION SHARES 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, approval is given for the Company to issue 12,500,000 Shares to EazyOz (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 2 7. RESOLUTION 7 – APPROVAL TO ISSUE FIRST UNION JACK MILESTONE SHARES 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, approval is given for the Company to issue up to 6,250,000 Shares to EazyOz (or its nominee(s)) in satisfaction of the First Union Jack Milestone Payment on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 8 – APPROVAL TO ISSUE SECOND UNION JACK MILESTONE SHARES 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, approval is given for the Company to issue up to 6,250,000 Shares to EazyOz (or its nominee(s)) in satisfaction of the Second Union Jack Milestone Payment on the terms and conditions set out in the Explanatory Statement.” 9. RESOLUTION 9 – APPROVAL TO ISSUE THIRD UNION JACK MILESTONE SHARES 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, approval is given for the Company to issue up to 9,375,000 Shares to EazyOz (or its nominee(s)) in satisfaction of the Third Union Jack Milestone Payment on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE FIRST NORSEMAN MILESTONE SHARES 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, approval is given for the Company to issue up to 3,125,000 Shares to the Sellers (or their nominee(s)), in equal proportions, in satisfaction of the First Norseman Milestone Payment on the terms and conditions set out in the Explanatory Statement.” 11. RESOLUTION 11 – APPROVAL TO ISSUE SECOND NORSEMAN MILESTONE SHARES 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, approval is given for the Company to issue up to 3,125,000 Shares to the Sellers (or their nominee(s)), in equal proportions, in satisfaction of the Second Norseman Milestone Payment on the terms and conditions set out in the Explanatory Statement.” 12. RESOLUTION 12 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR JOHN UTLEY 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 10.11 and for all other purposes, approval is given for the Company to issue 5,500,000 Performance Rights to Mr John Utley (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 13. RESOLUTION 13 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – MR MARK ENGLISH 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 10.11 and for all other purposes, approval is given for the Company to issue 5,500,000 Performance Rights to Mr Mark English (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Dated: 12 November 2026 3 Voting Prohibition Statements Resolution 12 – Approval to Issue Performance Rights to Director – Mr John Utley 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 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 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. Resolution 13 – Approval to Issue Performance Rights to Director – Mr Mark English 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 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 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. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: Resolution 1 – Ratification of Prior Issue of Tranche 1 Placement Shares under Listing Rule 7.1 Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. Resolution 2 – Ratification of Prior Issue of Tranche 1 Placement Shares under Listing Rule 7.1A Unrelated Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. Resolution 3 – Approval to Issue Tranche 2 Placement Shares Unrelated Placement Participants (or their nominee(s)) 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 4– Approval for Director Participation in Placement – Mr Gareth Solly Mr Solly (or his nominee(s)) 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 5 – Approval for Director Participation in Placement – Mr John Utley Mr Utley (or his nominee(s)) 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 6 – Approval to Issue Consideration Shares EazyOz (or its nominee(s)) or any other person who is expected to 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 7 – Approval to Issue First Union Jack Milestone Shares EazyOz (or its nominee(s)) or any other person who is expected to 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 8 – Approval to Issue Second Union Jack Milestone Shares EazyOz (or its nominee(s)) or any other person who is expected to 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 – Approval to Issue Third Union Jack Milestone Shares EazyOz (or its nominee(s)) or any other person who is expected to 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 10 – Approval to Issue First Norseman Milestone Shares The Sellers (or their nominee(s)) or any other person who is expected to 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). 4 Resolution 11 – Approval to Issue Second Norseman Milestone Shares The Sellers (or their nominee(s)) or any other person who is expected to 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 12 – Approval to Issue Performance Rights to Director – Mr John Utley Mr Utley (or his nominee(s)) 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 13 – Approval to Issue Performance Rights to Director – Mr Mark English Mr English (or his nominee(s)) 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. However, 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 that 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. 5 Voting by proxy To vote by proxy, please 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 appoint a proxy;  the proxy need not be a Shareholder of the Company; and  a Shareholder who is 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. If the Shareholder appoints two 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 proxies 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 appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment 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 Computershare will need to verify your identity. You can register from 10:30am on the day of the Meeting. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9548 9997 or cyeo@auricmining.com.au. 6 E X PL A N A T O R Y S T A T EM 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. BACKGROUND TO RESOLUTIONS 1 TO 5 1.1 Placement As announced on 12 November 2026, the Company received firm commitments from non- related institutional, professional and sophisticated investors (Unrelated Placement Participants), and from two of the Directors, Gareth Solly and John Utley (Director Participants), to raise approximately $17,000,000 (before costs) through the issue of 91,891,892 fully paid ordinary shares in the capital of the Company (Placement Shares) at an issue price of $0.185 per Placement Share (Placement). (a) Tranche 1 On or around 18 November 2026 (being before the Meeting), the Company will issue 46,973,400 Placement Shares at an issue price of $0.185 per Placement Share under tranche one of the Placement (Tranche 1) to the Unrelated Placement Participants, comprising: (i) 28,184,040 Placement Shares to be issued under the Company’s Listing Rule 7.1 placement capacity (being the subject of Resolution 1); and (ii) 18,789,360 Placement Shares to be issued under the Company’s Listing Rule 7.1A placement capacity (being the subject of Resolution 2). Resolutions 1 and 2 seek Shareholder approval for the ratification of an aggregate of 46,973,400 Placement Shares issued under Tranche 1 of the Placement. (b) Tranche 2 The Company is proposing to issue the remaining 44,918,492 Placement Shares at an issue price of $0.185 per Placement Share under tranche two of the Placement (Tranche 2), comprising: (i) 44,269,844 Placement Shares to the Unrelated Placement Participants (or their nominees), subject to Shareholder approval of Resolution 3; and (ii) 648,648 Placement Shares to the Director Participants (or their nominees), subject to Shareholder approval for the purposes of Listing Rule 10.11 under Resolutions 4 and 5, to enable the Director Participants to participate in Tranche 2 of the Placement on the same terms as the Unrelated Placement Participants. 1.2 Lead Manager Canaccord Genuity (Australia) Limited (ACN 075 071 466) (Canaccord), Taylor Collison Limited (ACN 008 172 450) (Taylor Collison) and MA Moelis Australia Advisory Pty Ltd (ABN 72 142 008 446) (Moelis) (together, the Lead Managers) acted as joint lead managers and bookrunners to the Placement pursuant to an engagement letter dated 11 September 2026 (Lead Manager Mandate). Under the Lead Manager Mandate, the Company has agreed to pay the Lead Managers, the following fees: (a) a management fee equal to 2% (plus GST) of the gross proceeds of the Placement; and (b) a selling fee equal to 4% (plus GST) of the gross proceeds of the Placement, excluding any proceeds subscribed for by investors identified by the Company (including the Director Participants). The Company has also agreed to reimburse the Lead Managers for their reasonable out- of-pocket expenses incurred in connection with the Placement, up to a maximum of 7 $50,000 (excluding GST) without the Company’s prior written approval. No Securities are to be issued to the Lead Managers under the Lead Manager Mandate. The Lead Manager Mandate otherwise contains terms and conditions which are standard for an agreement of this nature. 1.3 Use of Funds Funds raised under the Placement will be applied towards: (a) Munda grade control and extensional drilling to grow the Mineral Resource; (b) extensional and resource growth drilling at the Union Jack Project; (c) acquisition costs for the Iron Maiden Project; (d) relocating the recently purchased second-hand crushing circuit and equipment for Burbanks; and (e) general working capital, including business development activities. 2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES 2.1 General A summary of the Placement is set out in Section 1.1 above. These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 46,973,400 Shares at an issue price of $0.185 per Share to raise $8,690,079 under Tranche 1 of the Placement. 28,184,040 Shares will be issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 18,789,360 Shares will be issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 2), in each case on or around 18 November 2026 (being before the Meeting). 2.2 Listing Rules 7.1 and 7.1A 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 securities it had on issue at the start of that 12 month period. Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 28 May 2026. The issue 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% limit 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 the issue. 2.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 8 2.4 Technical information required by Listing Rule 14.1A If these Resolutions are passed, the issue will be excluded 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 the issue. If these Resolutions are not passed, the issue 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 the issue. 2.5 Technical information required by Listing Rules 7.4 and 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The Placement Shares will be issued to the Unrelated Placement Participants (or their nominee(s)) who are institutional, professional and sophisticated investors who were identified through a bookbuild process, which involved the Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. Number and class of Securities issued 46,973,400 Shares will be issued on the following basis: (a) 28,184,040 Shares will be issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (b) 18,789,360 Shares will be issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2). Terms of Securities The Shares 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. Date(s) on or by which the Securities were or will be issued On or around 18 November 2026 (being before the Meeting). Price or other consideration the Company received or will receive for the Securities $0.185 per Placement Share Purpose of the issue, including the intended use of any funds raised by the issue Refer to Section 1.3 for details of the proposed use of funds. Summary of material terms of agreement to issue The Placement Shares issued as Tranche 1 of the Placement will be issued pursuant to customary placement agreements between the Company and the Unrelated Placement Participants. Voting Exclusion Statement Voting exclusion statements apply to these Resolutions. Compliance The issue will not breach Listing Rule 7.1 or 7.1A. 9 3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES 3.1 General A summary of the Placement is set out in Section 1.1 above. This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 44,269,844 Placement Shares to the Unrelated Placement Participants (or their nominee(s)) at an issue price of $0.185 per Placement Share to raise approximately $8,189,921 (before costs) under Tranche 2 of the Placement. 3.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 2.2 above. The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1. 3.3 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If this Resolution is not passed, the Company will not be able to proceed with the issue. Consequently, the Company will not be able to complete Tranche 2 of the Placement in its entirety and will not raise the further $8,189,921 (before costs). 3.4 Technical information required by Listing Rule 7.3 REQUIRED INFORMATION DETAILS Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected The Unrelated Placement Participants (or their nominee(s)) who are institutional, professional and sophisticated investors who were identified through a bookbuild process, which involved the Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company. Number of Securities and class to be issued 44,269,844 Shares will be issued under Tranche 2 of the Placement. Terms of Securities The Shares 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. Date(s) on or by which the Securities will be issued The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three 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). Price or other consideration the Company will receive for the Securities $0.185 per Placement Share, being the same issue price as the Placement Shares issued under Tranche 1 of the Placement. Purpose of the issue, including the intended use of any funds raised by the issue Refer to Section 1.3 for details of the proposed use of funds raised under the Placement. Summary of material terms of agreement to issue The Shares will be issued under customary placement agreements between the Company and the Unrelated Placement Participants. 10 REQUIRED INFORMATION DETAILS Voting exclusion statement A voting exclusion statement applies to this Resolution. 4. RESOLUTIONS 4 AND 5 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT 4.1 General As set out in Section 1.1 above, the Director Participants, being Mr Gareth Solly and Mr John Utley, have agreed to participate in Tranche 2 of the Placement for an aggregate of $120,000 on the same terms as the Unrelated Placement Participants (Participation). Accordingly, Resolutions 4 and 5 seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of an aggregate of 648,648 Placement Shares to the Director Participants (or their nominee(s)), comprising: (a) 270,270 Shares to Mr Gareth Solly (or his nominee(s)) (the subject of Resolution 4); and (b) 378,378 Shares to Mr John Utley (or his nominee(s)) (the subject of Resolution 5), on the terms set out below. 4.2 Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act requires that 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: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue constitutes giving a financial benefit and the Director Participants are related parties of the Company by virtue of being Directors. The Directors (other than Messrs Solly and Utley who have a material personal interest in these Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to the Director Participants (or their nominee(s)) on the same terms as Securities issued to non-related party participants in the capital raising and as such the giving of the financial benefit is on arm’s length terms. 4.3 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 b