Announcement PDF ASTUTE METALS NL ACN 007 090 904 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10.00am (AEDT) DATE: 22 November 2023 PLACE: Offices of RSM Level 13, 60 Castlereagh Street SYDNEY NSW 2000 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 4.00pm AEDT on 20 November 2023. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director’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 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – JOHN YOUNG 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 12.1(b) of the Constitution, Listing Rule 14.4 and for all other purposes, John Young, a Director who was appointed casually on 3 March 2023, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – VINCENT JOHN FAYAD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That Vincent John Fayad, who retires by rotation in accordance with Rule 12.2(c) of the Company’s Constitution and Listing Rule 14.5 and, being eligible and having offered himself for re-election, be re-elected as a director.” 5. RESOLUTION 4 – 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 10% 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.” /1464_7 1 6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES – 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 41,273,185 Shares to HPG Urban Developments Pty Ltd, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 2 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 this 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. 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 5 – Ratification of prior issue of Shares A person who participated in the issue or is a counterparty to the agreement being approved (namely HPG Urban Developments Pty Ltd) 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. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 3 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. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 2 8046 2799. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 4 EXPLANATORY STATEMENT 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 Corporations 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 2023 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 Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://astutemetals.com/invest/annual-reports/. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors 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 directors’ report contained in the annual financial report of the company 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 remuneration 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 Meeting 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. /1464_7 5 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – JOHN YOUNG 3.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. John Young, having been appointed by other Directors on 3 March 2023 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. 3.2 Qualifications and other material directorships Mr Young is a highly experienced geologist who has worked on exploration and production projects encompassing gold, uranium and specialty metals, including tungsten, molybdenum, tantalum and lithium. Mr Young’s previous corporate experience includes appointments as CEO of Marenica Energy Limited and CEO and Director of Thor Mining PLC. Mr Young was the exploration manager at Pilbara Minerals Limited (ASX: PLS) from June 2014 until August 2015, appointed as technical director in September 2015 and transitioned to non-executive director in July 2017 until his resignation in April 2018. During his tenure at Pilbara Minerals, he played a significant role alongside fellow founding directors Tony Leibowitz and Neil Biddle in overseeing Pilbara Minerals rapid growth from micro-cap explorer to leading lithium producer. Mr Young was also a director of Australian gold developer Bardoc Gold Limited (ASX: BDC) (formerly Spitfire Materials Limited) from June 2017 until its acquisition by St Barbara Limited in April 2022. During his tenure as managing director of Bardoc, he was instrumental in the mergers with Excelsior Gold Limited and Aphrodite Gold Limited to consolidate a large, high-quality gold resource inventory in the North Kalgoorlie district (the Bardoc Gold Project). Mr Young is currently the non-executive director of lithium explorers Trek Metals Ltd (ASX: TKM), non-executive chairman of Green Technology Metals Limited (ASX: GT1) and rare earth-phosphate developer RareX Limited (ASX: REE). 3.3 Independence John Young has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 6 If elected, the Board considers John Young will be an independent Director. 3.4 Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of John Young. John Young has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company. 3.5 Board recommendation The Board has reviewed John Young’s performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of John Young and recommends that Shareholders vote in favour of Resolution 2. 4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – VINCENT JOHN FAYAD 4.1 General Rule 12.2(b) of the Constitution provides that a director of the Company must retire from office no later than the longer of the third annual general meeting of the Company or three years following that director’s last election or appointment. In the event no director has served for such a period, Rule 12.2(c) of the Constitution requires that one director (not being a director appointed to fill a casual vacancy) be nominated to retire at the Meeting, being either that director which has held office for the longest period, or determined by lot if two or more directors have held office for the same period. Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. Vincent Fayad has held office as a director of the Company since 10 October 2017, and was last re-elected at the Company’s annual general meeting on 30 November 2021. As such, in accordance with Rule 12.2(c) of the Company’s Constitution and Listing Rule 14.5, Mr Fayad retires from office and, being eligible pursuant to Rule 12.2(d) of the Company’s Constitution, offers himself for reelection as a non-executive director at the Meeting. 4.2 Qualifications and other material directorships Mr Fayad has strong public company experience, with a particular skillset in financial and corporate matters and execution of mining exploration activities. Mr Fayad has over 40 years’ experience in corporate finance, international mergers and acquisitions, accounting and other advisory related services in Sydney-based mid-tier accounting firms. Mr Fayad is the principal of his own firm, Vince Fayad & Associates Pty Ltd (VFA), providing accounting and advisory services. VFA also provides company NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 7 secretary of ASX-listed companies, Greenvale Energy Limited and Lithium Universe Limited. 4.3 Independence If re-elected, the Board considers Vincent Fayad will not be an independent Director, by virtue of his executive status. 4.4 Technical information required by Listing Rule 14.1A If Resolution 3 is passed, Vincent Fayad will be re-elected to the Board as an executive Director. In the event that Resolution 3 is not passed, Vincent Fayad will not join the Board as an executive Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 4.5 Board recommendation The Board has reviewed Vincent Fayad’s performance since his appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Vincent Fayad and recommends that Shareholders vote in favour of Resolution 3. 5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE 5.1 General 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 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 $16,420,780 (based on the number of Shares on issue and the closing price of Shares on the ASX on 26 September 2023). Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 8 If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity 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 Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 4: (a) 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: (b) (i) the date that is 12 months after the date of this 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 (disposal 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 for cash consideration 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: (c) (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 Securities; 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 funds 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 continued exploration expenditure on the Company’s mining projects, the review of technologies for the processing of the Company’s mineral sands projects, acquisition of new assets and investments (including expenses associated with such an acquisition) and general working capital. (d) 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. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 9 If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 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 26 September 2023. 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 Issue Price Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution $0.02 $0.04 $0.06 50% decrease Issue Price 50% increase Funds Raised Current 410,519,490 41,051,949 $821,038 $1,642,077 $2,463,116 50% increase 615,779,235 61,577,923 $1,231,558 $2,463,116 $3,694,675 100% increase 821,038,980 82,103,898 $1,642,077 $3,284,155 $4,926,233 *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 prorata 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 410,519,490 Shares on issue at the date of this Notice. 2. The issue price set out above is the closing market price of the Shares on the ASX on 26 September 2023 (being $0.04). 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 Performance Rights vest into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Performance Rights, it is assumed that those Performance Rights vest into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 6. The calculations 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 pursuant 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%. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 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 Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (e) (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: (f) (i) the purpose of the issue; (ii) alternative methods for raising funds available 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 Company; (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 Listing Rule 7.1A The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 25 November 2022 (Previous Approval). (g) Issue of securities under Listing Rule 7.1A During the 12-month period preceding the date of the Meeting, being on and from 25 November 2022, the Company issued 26,203,321 Shares pursuant to the Previous Approval (Previous Issue), which represents approximately 13.39% of the total diluted number of Equity Securities on issue in the Company on 25 November 2022, which was 195,730,678 (on a post consolidation basis). 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. NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 11 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: 14 April 2023 Recipients Professional and sophisticated investors as part of a placement announced on 6 April 2023. The placement participants were identified through a bookbuild process, which involved Rawson Lewis Pty Ltd seeking expressions of interest to participate in the placement from nonrelated parties of the Company. Date of Appendix 2A: 14 April 2023 None of the participants in the placement were material investors that are required to be disclosed under section 7.3 of ASX Guidance Note 21. Number and Class of Equity Securities Issued 26,203,321 Shares2 (issued using placement capacity under LR7.1A Mandate. Issue Price and discount to Market Price1 (if any) $0.053 per Share (at a discount 24.29% to the 15-day volume weighted average market price of the Company’s shares over the last 15 trading days prior to the announcement of the issue). Total Cash Consideration and Use of Funds Amount raised: $1,388,776. Amount spent: $1,388,776. Use of funds: To assist in expediting exploration activities, particularly for the Governor Boome Sands Project and the lithium projects located in Nevada, USA. Amount remaining: $nil Notes: 5.3 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 recorded prior to the date of issue of the relevant Equity Securities. 2. Fully paid ordinary shares in the capital of the Company, ASX Code: ASE (terms are set out in the Constitution). 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 5 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1 6.1 General On 25 September 2023, the Company issued 41,273,185 Shares at an issue price of $0.05 per Share to raise $2,063,659.25 (Subscription Shares). The issue of the Subscription Shares did not breach Listing Rule 7.1 at the time of the issue. 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 NOM AGM - Astute Metals (03 10 2023)(3281765.8).docx 12 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. Under 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%. The 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 5 being passed at this Meeting. The issue of the Subscription Shares does not fit within any of the exceptions set o