Announcement PDF ASX: CRI 1 12 December 2025 Dear Shareholder General Meeting – Notice of Meeting and Proxies Notice is given that the General Meeting (Meeting) of Shareholders of Critica Limited (ACN 119 678 385) (Company) will be conducted as physical meeting, with shareholders able to vote and participate in the meeting as follows: Time and date: 10:00AM (Perth time) on Thursday, 15 January 2026 Location: The Park Business Centre, 45 Ventnor Avenue, WEST PERTH WA 6005 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 individual shareholders have 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 https://critica.limited/; and • the ASX market announcements page under the Company’s code “CRI”. 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 can vote by attending the Meeting in person, by proxy or by appointing an authorised representative. Shareholders are encouraged to vote by lodging a proxy form. Proxy forms can be lodged: Online: https://investor.automic.com.au/#/loginsah or use your mobile device to scan the personalised QR code on your personalised form. By mail: Automic GPO Box 5193 Sydney NSW 3001, Australia By fax: +61 2 8583 3040 Your proxy voting instruction must be received by 10:00am (Perth time) on Tuesday, 13 January 2026 being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. If you have questions about your Proxy Form or difficulties accessing the Notice of Meeting, please contact Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia). 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. 2 Authorised by the Board of Critica Limited. Timothy Lindley Non-Executive Chairman CONTACT US Critica Limited Level 2, 16 Altona Street, West Perth, Western Australia T: + 61 8 6279 9428 | admin@critica.limited | www.critica.limited CRITICA LIMITED ACN 119 678 385 NOTICE OF GENERAL MEETING A general meeting of the Company will be held at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 on Thursday, 15 January 2026 at 10:00am (AWST). 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 accountant, solicitor or other professional adviser prior to voting. Shareholders may vote by directed proxy. Proxy forms for the meeting should be lodged before 10:00am (AWST) on Tuesday, 13 January 2026. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 6279 9428 or via email at admin@critica.limited P a g e | 1 CRITICA LIMITED ACN 119 678 385 NOTICE OF GENERAL MEETING Notice is hereby given that a general meeting of Shareholders of Critica Limited ACN 119 678 385 (Company) will be conducted as a physical meeting to be held at the Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 on Thursday, 15 January 2026 at 10:00am (AWST) (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. 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 as Shareholders on Tuesday, 13 January 2026 at 4:00pm (AWST). The Company advises that a poll will be conducted for the Resolutions. Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1. AGENDA 1 Resolution 1 – Ratification of Tranche 1 Placement Securities issued under Listing Rule 7.1 To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: “That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of: (a) 203,062,884 Shares issued under Listing Rule 7.1; and (b) 203,062,884 Options issued under Listing Rule 7.1, pursuant to the Tranche 1 Placement on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Tranche 1 Placement or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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: P a g e | 2 (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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 2 Resolution 2 – Issue of Tranche 2 Placement Securities to Placement Investors To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 92,321,731 Shares and 92,321,731 Options pursuant to the Tranche 2 Placement on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a 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 entity) or any associate of the abovementioned persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 3 Resolution 3 – Director Placement Securities – Mr Tim Lindley To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 7,692,307 Shares and 7,692,307 Options to Mr Tim Lindley (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Tim Lindley (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Lindley or any of the abovementioned persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or P a g e | 3 (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 4 Resolution 4 – Director Placement Securities – Mr Nick Cernotta To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 3,846,154 Shares and 3,846,154 Options to Mr Nick Cernotta (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Cernotta (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Cernotta or any of the abovementioned persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 5 Resolution 5 – Director Placement Securities – Mr Jamie Byrde To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 769,231 Shares and 769,231 Options to Mr Jamie Byrde (and/or his nominee(s)) pursuant to the Tranche 2 Placement, on the terms and conditions in the Explanatory Memorandum." Voting Exclusion P a g e | 4 The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Byrde (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Byrde or any of the abovementioned persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Dated 12 December 2025 By order of the Board Timothy Lindley Non-Executive Chairman P a g e | 5 CRITICA LIMITED ACN 119 678 385 EXPLANATORY MEMORANDUM 1 Introduction This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting. This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Background Section 4 Resolution 1 - Ratification of Tranche 1 Placement Securities issued under Listing Rule 7.1 Section 5 Resolution 2 – Issue of Tranche 2 Placement Securities to Placement Investors Section 6 Resolution 3 – Director Placement Securities – Mr Tim Lindley Section 7 Resolution 4 – Director Placement Securities – Mr Nick Cernotta Section 8 Resolution 5 – Director Placement Securities – Mr Jamie Byrde Schedule 1 Definitions Schedule 2 Terms and Conditions of the Placement Options A Proxy Form is located at the end of this Explanatory Memorandum. 2 Action to be taken by Shareholders Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. The Company advises that a poll will be conducted for all Resolutions. 2.1 Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. The Company encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person, by signing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting (subject to the voting exclusions detailed in the Notice). P a g e | 6 Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. Proxy Forms must be received by the Company no later than Tuesday, 13 January 2026 at 10:00am (AWST), being at least 48 hours before the Meeting. The Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 3 Background 3.1 Capital Raising On 17 November 2025, the Company announced firm commitments to raise approximately A$8 million (before costs) via a two tranche placement. The two tranche placement involves the issue of an aggregate of approximately 307,692,307 Shares at an issue price of A$0.026 per Share (Placement Shares), together with one free attaching unlisted Option (with an exercise price of A$0.043, expiring 2 years from the date of issue and on the terms and conditions in Schedule 2) for every Placement Share issued (Placement Options) to new and existing institutional and sophisticated investors (Placement), comprising of: (a) Tranche 1 Placement: 203,062,884 Shares (Tranche 1 Placement Shares) and 203,062,884 unlisted Options (Tranche 1 Placement Options) (together the Tranche 1 Placement Securities) to raise approximately A$5.3 million utilising the Company's existing placement capacity pursuant to Listing Rule 7.1 (Tranche 1 Placement); and (b) Tranche 2 Placement: 92,321,731 Shares (Tranche 2 Placement Shares) and 92,321,731 unlisted Options (Tranche 2 Placement Options) (together, the Tranche 2 Placement Securities) to raise approximately A$2.4 million subject to Shareholder approval (Tranche 2 Placement). As part of the Placement, the Company also agreed to issue: (a) 7,692,307 Shares and 7,692,307 Options to Mr Tim Lindley (and/or his nominee(s)); (b) 3,846,154 Shares and 3,846,154 Options to Mr Nick Cernotta (and/or his nominee(s)); and (c) 769,231 Shares and 769,231 Options to Mr Jamie Byrde (and/or his nominee(s)), subject to Shareholder approval (together the Director Placement Securities). The Tranche 1 Placement Securities were issued on 21 November 2025 (Resolution 1). The Tranche 2 Placement Securities and the Director Placement Securities (Resolutions 2 to 5) are subject to Shareholder approval. Bell Potter Securities Limited and Taylor Collison Limited acted as joint lead managers to the Placement. A 2% management fee and 4% selling fee is payable to the joint lead managers for proceeds raised from the Placement. P a g e | 7 3.2 Use of Funds Proceeds from the Placement, in conjunction with the Company's existing cash, will fund the Jupiter REE Scoping Study and associated drilling, metallurgy/piloting and offtake engagement, corporate costs, general working capital and costs of the Placement. 3.3 Capital Structure The capital structure of the Company on completion of the Placement will be as follows: Shares Options Securities on issue as at the date of the Notice 2,910,568,007 416,239,184 Securities to be issued under the Tranche 2 Placement 92,321,731 92,321,731 Securities to be issued pursuant to the Director Placement Securities 12,307,692 12,307,692 TOTAL 3,015,197,430 520,868,607 Note: The above table assumes that the Resolutions 2 to 5 are passed and no existing Options or performance rights are exercised or converted. 3.4 Indicative Timetable An indicative timetable for the Placement is detailed below: Key Dates Date / time (Sydney time) Announcement of the Placement 17 November 2025 Issue of Tranche 1 Placement Securities 21 November 2025 Meeting Date 9 January 2026 Issue of Tranche 2 Securities and Director Placement Securities 15 January 2026 4 Resolution 1 – Ratification of Tranche 1 Placement Securities issued under Listing Rule 7.1 4.1 General On 21 November 2025, the Company issued 203,062,884 Shares at an issue price of A$0.026 per Share and 203,062,884 Options to the Placement Investors under the Tranche 1 Placement. The Tranche 1 Placement Securities were issued pursuant to the Company's placement capacity under Listing Rule 7.1. Refer to Section 3.1 for further details on the Tranche 1 Placement. Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Securities issued pursuant to the Company's 15% Placement Capacity under Listing Rule 7.1. Resolution 1 is an ordinary resolution. The Chair intends to exercise all available undirected proxies in favour of Resolution 1. P a g e | 8 4.2 Listing Rule 7.1 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 (15% Placement Capacity). Listing Rule 7.4 provides that if the Company in a general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 and provided that the previous issue did not breach Listing Rule 7.1) those Equity Securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1. The issue of the Tranche 1 Placement Securities does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, it effectively uses up part of the Company's 15% Placement Capacity, thereby 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 issue of the Tranche 1 Placement Securities. If Resolution 1 is passed, the Tranche 1 Placement Securities will be excluded in calculating the Company's 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the Tranche 1 Placement Securities. If Resolution 1 is not passed, the Tranche 1 Placement Securities will be included in calculating the Company's 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the Tranche 1 Placement Securities. 4.3 Specific information required by Listing Rule 7.5 The following information in relation to Resolution 1 is provided to Shareholders for the purposes of Listing Rule 7.5. (a) The Tranche 1 Placement Securities were issued to the Placement Investors, being institutional, sophisticated and professional investors identified by the joint lead managers. No investor under the Tranche 1 Placement was a related party, a member of the Company's Key Management Personnel, a substantial Shareholder or an adviser of the Company or an associate of any of those persons. (b) The Tranche 1 Placement Securities comprised the issue of 203,062,884 Shares and 203,062,884 Options issued pursuant to Listing Rule 7.1, ratification of which is sought pursuant to Resolution 1. (c) The Tranche 1 Placement Shares are fully paid ordinary shares and rank equally in all respects with the Company's existing Shares. (d) The Tranche 1 Placement Shares were issued at an issue price of A$0.026 per Share, raising a total of A$5,279,635. (e) The Tranche 1 Placement Options were issued with an exercise price of A$0.043 per Placement Option and expire 2 years from the date of issue. The terms and conditions of the Placement Options are detailed in Schedule 2. (f) The Tranche 1 Placement Securities were issued on 21 November 2025. (g) Funds raised from the issue of the Tranche 1 Placement Securities are intended to be used as detailed in Section 3.2. (h) The Tranche 1 Placement Securities were issued pursuant to subscription letters pursuant to which the Placement Investors subscribed for the Placement Securities. (i) A voting exclusion statement is included in the Notice for Resolution 1. P a g e | 9 4.4 Board recommendation The Board recommends that Shareholders vote in favour of Resolution 1. 5 Resolution 2 – Issue of Tranche 2 Placement Securities to Placement Investors 5.1 General Resolution 2 seeks Shareholder approval to issue up to 92,321,731 Shares and 92,321,731 Options to Placement Investors under the Tranche 2 Placement. Refer to Section 3.1 for further details of the Tranche 2 Placement. Resolution 2 is an ordinary resolution. The Chair intends to exercise all available proxies in favour of Resolution 2. 5.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is detailed in Section 4.2. Resolution 2 seeks the required Shareholder approval to issue the Tranche 2 Placement Securities for the purposes of Listing Rule 7.1. If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Securities. If Resolution 2 is not passed, the Company will not be able to issue the Tranche 2 Placement Securities to the Placement Investors and the Company will not be able to raise funds from issuing the Tranche 2 Placement Securities and may seek to raise them from alternate sources. 5.3 Specific information required by Listing Rule 7.3 The following information in relation to Resolution 2 is provided to Shareholders for the purpose of Listing Rule 7.3. (a) A maximum of 92,321,731 Shares and 92,321,731 Options will be issued to Placement Investors who participated in the Tranche 2 Placement. No investor under the Tranche 2 Placement is a Related Party, a member of the Company's Key Management Personnel, a substantial shareholder or adviser of the Company or any of their associates. The participation of Messrs Tim Lindley, Nick Cernotta and Jamie Byrde in the Placement are subject to Shareholder approval pursuant to Resolutions 3, 4 and 5 respectively. (b) The Tranche 2 Placement Shares are fully paid ordinary shares and rank equally in all respects with the Company’s existing Shares. (c) The Tranche 2 Placement Shares have an issue price of A$0.026 per Share, raising a total of A$2,400,365. (d) The Tranche 2 Placement Options have an exercise price of A$0.043 per Placement Option and expire 2 years from the date of issue. The terms and conditions of the Placement Options are detailed in Schedule 2. (e) The Tranche 2 Placement Securities will be issued no later than three months after the date of the Meeting. (f) Funds raised from the issue of the Tranche 2 Placement Securities will be used as detailed in Section 3.2. (g) The Tranche 2 Placement Securities will be issued pursuant to subscription letters pursuant to which the Placement Investors subscribed for the Placement Securities. (h) A voting exclusion statement is included in the Notice for Resolution 2. P a g e | 10 5.4 Director's recommendation The Directors recommend that Shareholders vote in favour of Resolution 2. 6 Resolution 3 – Director Placement Securities - Mr Tim Lindley 6.1 General Resolution 3 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of 7,692,307 Shares and 7,692,307 Options to Mr Tim Lindley (and/or his nominee(s)), the Non- Executive Chairman of the Company (Lindley Securities). The terms and conditions upon which Mr Lindley will subscribe for the Lindley Securities is on the same terms and conditions as other investors in the Tranche 2 Placement. Resolution 3 is an ordinary resolution. The Chair intends to exercise all available proxies in favour of Resolution 3. 6.2 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: (a) a related party; (b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the company; (c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder 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; (d) an associate of a person referred to in (a) to (c); or (e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains shareholder approval. The issue of the Lindley Securities to Mr Tim Lindley (and/or his nominee(s)) falls within Listing Rule 10.11.1, as Mr Tim Lindley is a related party to the Company, 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 3 seeks the required Shareholder approval to issue the Lindley Securities to Mr Tim Lindley (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11. If Resolution 3 is passed, the Company will be able to proceed with the issue of the Lindley Securities to Mr Tim Lindley (and/or his nominee(s)). If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lindley Securities to Mr Tim Lindley (and/or his nominee(s)) and the Company will not be able to raise funds from issuing Lindley Securities to Mr Tim Lindley and may seek to raise them from alternate sources. 6.3 Specific information required by Listing Rule 10.13 The following information in relation to Resolution 3 is provided to Shareholders for the purposes of Listing Rule 10.13. (a) The Lindley Securities will be issued to Mr Tim Lindley (and/or his nominee(s)). (b) Mr Tim Lindley falls within Listing Rule 10.11.1 as he is a Director and therefore a Related Party of the Company. (c) The maximum number of Placement Securities to be issued to Mr Tim Lindley (and/or his nominee(s)) is 7,692,307 Shares and 7,692,307 Options. P a g e | 11 (d) The Placement Shares are fully paid ordinary shares and rank equally in all respects w