Announcement PDF Brazilian Critical Minerals Ltd (ABN: 82 089 221 634) AUS: Level 28, 140 St Georges Terrace, Perth WA 6000 T +61 8 6383 7820 BRA: MINERAÇÃO BBX DO BRASIL LTDA, Rua dos Inconfidentes n⁰ 867, Savassi, Belo Horizonte, Minas Gerais, CEP 30.140-128 11 August 2026 Dear Shareholder, General Meeting – Notice of Meeting and Proxies Notice is given that the General Meeting (Meeting) of Shareholders of Brazilian Critical Minerals Limited (ACN 089 221 634) (Company) will be held as follows: Time and date: 9:30am (AWST) on Thursday, 10 September 2026 In-person: The Office of Argus Corporate Partners Pty Ltd, Level 4, 225 St Georges Terrace, Perth WA 6000 Notice of Meeting In accordance with the Corporations Act 2001 (Cth) the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded from: • the Company’s website at www.braziliancriticalminerals.com and • the ASX market announcements page under the Company’s code “BCM”. If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting. Voting at the Meeting or by proxy Shareholders are encouraged to vote by lodging a Proxy Form. The Directors instruct all Shareholders who would like to have their vote counted to vote by lodging a Proxy Form prior to 9:30am (AWST) on Tuesday, 8 September 2026 (Proxy Cut-Off Time). Shareholders are strongly urged to vote by lodging a Proxy Form prior to the Meeting. Proxy Forms can be lodged: • Online: https://investor.automic.com.au/#/loginsah • By mail: Automic, GPO Box 5193, Sydney NSW 2001 • In-person: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 • By email: meetings@automicgroup.com.au • By fax: +61 2 8583 3040 • By mobile: Scan the QR Code on your Proxy Form and follow the prompts In order for your proxy to be valid, your Proxy Form (and any power of attorney under which it is signed) must be received by the Proxy Cut-Off Time. Proxies received after this time will be invalid. The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Authorised for release by: Ben Donovan Company Secretary Brazilian Critical Minerals Limited BRAZILIAN CRITICAL MINERALS LIMITED ACN 089 221 634 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 9:30am (WST) DATE: 10 September 2026 PLACE: The office of Argus Corporate Partners Pty Ltd Level 4, 225 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 5pm WST on 8 September 2026. /1492_3 2 B U S I N ES S OF TH E M EE T I N G AGENDA 1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF CONSIDERATION SHARES TO GAIA NATURAL CAPITAL PTY LTD 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 15,000,000 Consideration Shares to Gaia Natural Capital Pty Ltd(or its nominee/s), on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 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 7.4 and for all other purposes, Shareholders ratify the issue of 139,623,833 Tranche 1 Placement Shares, 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, Shareholders approve the issue of up to 49,055,416 Tranche 2 Placement Shares, on the terms and conditions set out in the Explanatory Statement.” 4. RESOLUTION 4(a)-(c) – APPROVAL TO ISSUE DIRECTOR PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as a separate ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,377,358 Director Placement Shares, as follows: (a) up to 1,000,000 Director Placement Shares to Jeremy Robinson; (b) up to 188,679 Director Placement Shares to Andrew Reid; and (c) up to 188,679 Director Placement Shares to Nick Holthouse, (or their respective nominee/s), on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – APPROVAL TO ISSUE JLM OPTIONS 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, Shareholders approve the issue of up to 20,000,000 JLM Options, on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – RE-APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the employee securities incentive plan of the Company known as the ‘Brazilian Critical Minerals Limited’ (Plan) and the issue of up to 230,000,000 Securities under the Plan, over a period of up to three years from the date of the Meeting, on the terms and conditions in the Explanatory Memorandum.” 3 7. RESOLUTION 7 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.” 8. RESOLUTION 8 – APPROVAL TO INCREASE NON-EXECUTIVE DIRECTORS' REMUNERATION To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, pursuant to and in accordance with clauses 14.7 and 14.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the maximum total aggregate amount of fees payable to non- executive Directors to $550,000 per annum, on the terms and conditions in the Explanatory Memorandum.” 9. RESOLUTION 9(a)-(c) – APPROVAL TO ISSUE DIRECTOR PERFORMANCE RIGHTS To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as a separate ordinary resolution: “That, for the purposes of Listing Rule 10.14, section 195(4) and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 45,000,000 Director Performance Rights, as follows: (a) up to 15,000,000 Director Performance Rights to Jeremy Robinson; (b) up to 20,000,000 Director Performance Rights to Andrew Reid; and (c) up to 10,000,000 Director Performance Rights to Nick Holthouse, (or their respective nominee/s), on the terms and conditions set out in the Explanatory Statement.” Dated: 10th August 2026 Ben Donovan Company Secretary 4 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following 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 Resolution 1 Gaia Natural Capital Pty Ltd, and any other person who participated in the issue of these Consideration Shares, or any of their respective associates, or their nominees. Resolution 2 any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates, or their nominees. Resolution 3 any person who will obtain a material benefit as a result of the proposed issue of the Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 4(a) Jeremy Robinson, and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 4(b) Andrew Reid, and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 4(c) Nick Holthouse, and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 5 Barrenjoey Markets Pty Limited and Wallabi Group Pty Ltd, and any other person who will obtain a material benefit as a result of the proposed issue of the JLM Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 6 a person who is eligible to participate in the Plan, or any of their respective associates, or their nominees. Resolution 8 a Director, or any of their respective associates. Resolution 9(a) Jeremy Robinson, and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates. Resolution 9(b) Andrew Reid, and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates. Resolution 9(c) Nick Holthouse, and any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates. 5 (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. Voting Exclusion Statements If you purport to cast a vote other than as permitted below, that vote will be disregarded by the Company (as indicated below), and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act: Resolution 6 In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on this Resolution if: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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 7 In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on this Resolution if: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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. Further, in accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any participants or potential participants in the Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement. However, a vote may be cast Resolution 8 In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on this Resolution if: (a) the proxy is either a member of the Key Management 6 Personnel or a Closely Related Party of such 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 9(a)-(c) In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on this Resolution if: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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. Further, in accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the relevant Resolution would permit a financial benefit to be given, or an associate of such a related party. However, the above prohibition does not apply if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the relevant Resolution; and (b) it is not cast on behalf of a related party of the Company to whom the relevant Resolution would permit a financial benefit to be given, or an associate of such a related party. Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution. 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 7 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. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 0401 248 048. 8 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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF CONSIDERATION SHARES TO GAIA NATURAL CAPITAL PTY LTD 1.1 General This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 15,000,000 Shares to Gaia Natural Capital Pty Ltd (or its nominee/s) (Consideration Shares) on 23 October 2025 in consideration for lead manager services provided to the Company during May 2025. There are no other material terms to the agreement for the issue of the Consideration Shares. 1.2 Listing Rules 7.1 and 7.4 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue 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 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue. 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. The Company confirms that Listing Rule 7.1 was not breached at the time of the agreement to issue the Consideration Shares. 1.3 Technical information required by Listing Rule 14.1A If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 this Resolution is not passed, the issue will continue to be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue. 1.4 Technical information required by Listing Rules 7.4 and 7.5 (a) The Consideration Shares were issued to Gaia Natural Capital Pty Ltd (or its nominee/s), who is not a related party or Material Investor of the Company. (b) A total of 15,000,000 Consideration Shares were issued. (c) The Consideration Shares are fully paid and rank equally in all respects with the Company’s existing Shares on issue. (d) The Consideration Shares were issued on 23 October 2025. 9 (e) The Consideration Shares were issued for nil cash consideration and as consideration for lead manager services provided to the Company during May 2025. (f) Nil funds were raised from the issue of the Consideration Shares. (g) There are no other material terms to the agreement for the issue of the Consideration Shares. (h) A voting exclusion statement is included in this Notice. 1.5 Additional information Resolution 1 is an ordinary resolution. The Board recommends that shareholders vote in favour of Resolution 1. 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES 2.1 General On 7 July 2026, the Company announced a placement to raise approximately A$10 million (before costs) (Placement). The Placement comprised the issue of fully paid ordinary Shares at A$0.053 each. The Placement is comprised of the following tranches: (a) Tranche 1: the issue of 139,623,833 Shares to unrelated parties of the Company without the prior receipt of Shareholder approval pursuant to the Company’s Listing Rule 7.1 placement capacity (the subject of this Resolution 2) (Tranche 1 Placement Shares). (b) Tranche 2: the issue of up to 49,055,416 Shares to unrelated parties of the Company subject to the prior receipt of Shareholder approval under Listing Rule 7.1 (the subject of Resolution 3) (Tranche 2 Placement Shares). (c) Tranche 3: the issue of up to 1,377,358 Shares to related parties of the Company subject to the prior receipt of Shareholder approval under Listing Rule 10.11 (the subject of Resolutions 4(a)-(c)(inclusive)) (Director Placement Shares). Barrenjoey Markets Pty Limited and Wallabi Group Pty Ltd acted as joint lead managers and bookrunners to the Placement (JLMs). This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares. 2.2 Listing Rules 7.1 and 7.4 A summary of Listing Rules 7.1 and 7.4 is in Section 1.2 above. 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. The Company confirms that Listing Rule 7.1 was not breached at the time of the agreement to issue the Tranche 1 Placement Shares. 2.3 Technical information required by Listing Rule 14.1A If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, 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 this Resolution is not passed, the issue will continue to be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue. 10 2.4 Technical information required by Listing Rules 7.4 and 7.5 (a) The Tranche 1 Placement Shares were issued to a range of sophisticated and professional investors none of whom are a related party of the Company or, other than to the extent detailed below, a Material Investor. The Placement participants were identified through a bookbuild process which involved the JLMs seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the JLMs. The Company advises that Citicorp Nominees Pty Limited, a substantial shareholder, has been or will be issued up to 45,720,650 Placement Shares, which comprised more than 1% of the Company’s issued capital at the time of the agreement to issue the Placement Shares. Accordingly, the abovenamed subscriber is considered to be a Material Investor in accordance with paragraph 7.4 of ASX Guidance Note 21. (b) A total of 139,623,833 Tranche 1 Placement Shares were issued. (c) The Tranche 1 Placement Shares are fully paid and rank equally in all respects with the Company’s existing Shares on issue. (d) The Tranche 1 Placement Shares were issued on 14 July 2026. (e) The Tranche 1 Placement Shares were issued at A$0.053 each. (f) Proceeds from the Placement have been or are intended to be used towards advancing the Ema Project towards FID, including detailed engineering and design and provide flexibility to continue progressing offtake, project financing and permitting discussions, and general working capital. (g) There are no other material terms to the agreement for the issue of the Tranche 1 Placement Shares. (h) A voting exclusion statement is included in this Notice. 2.5 Additional information Resolution 2 is an ordinary resolution. The Board recommends that shareholders vote in favour of Resolution 2. 3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES 3.1 General The background to the Placement is in Section 2.1. This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Tranche 2 Placement Shares. 3.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 1.2 above. 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 of the Tracnhe 2 Placement Shares. If this Resolution is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares. 3.4 Technical information required by Listing Rules 7.1 and 7.3 (a) The Tranche 2 Placement Shares will be issued to range of sophisticated and professional investors none of whom are a related party of the Company or, other than to the extent detailed below, a Material Investor. The Placement participants were identified through a bookbuild process which involved the JLMs seeking 11 expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the JLMs. The Company advises that Citicorp Nominees Pty Limited, a substantial shareholder, has been or will be issued up to 45,720,650 Placement Shares, which comprised more than 1% of the Company’s issued capital at the time of the agreement to issue the Placement Shares. Accordingly, the abovenamed subscriber is considered to be a Material Investor in accordance with paragraph 7.2 of ASX Guidance Note 21. (b) A maximum of 49,055,416 Tranche 2 Placement Shares will be issued. (c) The Tranche 2 Placement Shares will be fully paid and rank equally in all respects with the Company’s existing Shares on issue. (d) The Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting. (e) The Tranche 2 Placement Shares will be issued at A$0.053 each. (f) Proceeds from the Placement have been or are intended to be used towards advancing the Ema Project towards FID, including detailed engineering and design and provide flexibility to continue progressing offtake, project financing and permitting discussions, and general working capital. (g) There are no other material terms to the agreement for the issue of the Tranche 2 Placement Shares. (h) A voting exclusion statement is included in this Notice. 3.5 Additional information Resolution 3 is an ordinary resolution. The Board recommends that shareholders vote in favour of Resolution 3. 4. RESOLUTION 4(a)-(c) – APPROVAL TO ISSUE DIRECTOR PLACEMENT SHARES 4.1 General The background to the Placement is in Section 2.1. Each of the Directors, or their respective nominee/s, have agreed to subscribe for up to an aggregate 1,377,358 Director Placement Shares to raise approximately A$73,000 (before costs), as follows (Director Placement Shares): Director Amount committed to the Placement Director Placement Shares Jeremy Robinson $53,000 1,000,000 Andrew Reid $10,000 188,679 Nick Holthouse $10,000 188,679 TOTAL $73,000 1,377,358 Resolution 4(a)-(c) (inclusive) seek the approval of Shareholders pursuant to Listing Rule 10.11 for the issue of up to 1,377,358 Director Placement Shares to the Directors (or their respective nominee/s). 4.2 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 any of the following persons without the approval of Shareholders: 12 (a) a related party (Listing Rule 10.11.1); (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2); (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company 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 (Listing Rule 10.11.3); (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or (e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 or 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5). Jeremy Robinson, Andrew Reid and Nick Holthouse are related parties of the Company by virtue of being Directors of the Company and therefore fall into the category stipulated b