Announcement PDF 31 May 2023 Dear Shareholder ASTRAL RESOURCES NL – NOTICE OF GENERAL MEETING Astral Resources NL (ASX: AAR) (the Company) advises that a General Meeting of Shareholders (Meeting) will be held on Friday, 30 June 2023 at 11.30am (AWST) at Suite 2, 6 Lyall Street, South Perth Western Australia 6151. In accordance with 110D of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting (unless a shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Act 2001 (Cth)). A copy of the Meeting materials can be viewed and downloaded online as follows: (a) You can access the Meeting materials www.astralresources.com/asx-announcements/ online at the Company’s website: (b) A complete copy of the Meeting materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “AAR”; or (c) If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form. A copy of your Proxy Form is enclosed for convenience. The Company intends to hold a physical meeting. The Company will notify any changes to this by way of an announcement on ASX and the details will also be made available on our website. The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your stock broker, investment advisor, accountant, solicitor or other professional adviser. Yours sincerely Brendon Morton Company Secretary ______________________________________________________________________________________ ASTRAL RESOURCES NL ACN 009 159 077 ______________________________________________________________________________________ NOTICE OF GENERAL MEETING A General Meeting of Astral Resources NL will be held at Suite 2, 6 Lyall Street, South Perth WA 6151 on Friday, 30 June 2023 at 11:30am (AWST) Shareholders are encouraged to submit any questions in advance of the Meeting by emailing the questions to meetings@astralresources.com.au by no later than 11:30am (AWST) on Wednesday, 28 June 2023. Shareholders are also strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice. Proxy Forms for the meeting should be lodged before 11:30am (AWST) on Wednesday, 28 June 2023. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.astralresources.com.au. This Notice and the accompanying Explanatory Memorandum should be read in full. If Shareholders are in doubt as to how they should vote, they should seek advice from their stockbroker, investment advisor, accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 9382 8822 ASTRAL RESOURCES NL ACN 009 159 077 NOTICE OF GENERAL MEETING TIME AND PLACE OF MEETING Notice is hereby given that a general meeting of shareholders of Astral Resources NL (Company) will be held at Suite 2, 6 Lyall Street, South Perth WA 6151 on Friday, 30 June 2023 at 11:30am (AWST) (Meeting). This Notice is being made available to Shareholders electronically and can be viewed and downloaded online from the Company’s website www.astralresources.com.au. Instructions on how to attend the Meeting and vote are in the Explanatory Memorandum. The Explanatory Memorandum and the Proxy Form form part of this Notice. The Company advises that a poll will be conducted for all Resolutions. Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1. YOUR VOTE IS IMPORTANT The business of the Meeting affects your shareholding and your vote is important. VOTING ELIGIBILITY The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 28 June 2023 at 11:30am (AWST). AGENDA 1 RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES 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 and approve the prior issue of 46,111,113 Shares pursuant to the Placement, on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the Placement or an associate of that person (or 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 in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 P a g e |1 (ii) 2 the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 2 – ISSUE OF SHARES TO MR MARC DUCLER UNDER THE PLACEMENT 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 authorise and approve the issue of 694,444 Shares to Mr Marc Ducler (and/or his nominee(s)) pursuant to the 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 Marc Ducler (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Shares (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 this Resolution by: 3 (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 in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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. RESOLUTION 3 – ISSUE OF SHARES TO MR JUSTIN OSBORNE UNDER THE PLACEMENT 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 authorise and approve the issue of 138,888 Shares to Mr Justin Osborne (and/or his nominee(s)) pursuant to the 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 Justin Osborne (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Shares (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 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 in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or P a g e |2 (c) 4 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. RESOLUTION 4 – ISSUE OF SHARES TO MR DAVID VARCOE UNDER THE PLACEMENT 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 authorise and approve the issue of 277,777 Shares to Mr David Varcoe (and/or his nominee(s)) pursuant to the 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 David Varcoe (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of Shares (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 this Resolution by: 5 (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 in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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. RESOLUTION 5 – RENEWAL OF EMPLOYEE INCENTIVE PLAN 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 7.2, exception 13(b) and for all other purposes, Shareholders authorise and approve the renewal of the Company's "Employee Incentive Plan" (Plan), 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 eligible to participate in the Plan or an associate of that person (or 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 in that way; or P a g e |3 (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 Prohibition In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and: (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel. Dated: 31 May 2023 By order of the Board Brendon Morton Company Secretary P a g e |4 ASTRAL RESOURCES NL ACN 009 159 077 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 to be held at Suite 2, 6 Lyall Street, South Perth WA 6151 on Friday, 30 June 2023 at 11:30am (AWST). This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2: Action to be taken by Shareholders Section 3: Background Section 4: Resolution 1 – Ratification of Placement Shares Section 5: Resolutions 2, 3 and 4 – Issue of Shares to Directors (and/or their nominee(s)) under the Placement Section 6: Resolution 5 – Renewal of Employee Incentive Plan Schedule 1: Definitions Schedule 2: Summary of Employee Incentive Plan A Proxy Form is attached to the Notice. 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 The Proxy Form accompanying the Notice may be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. 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. To vote by proxy: P a g e |5 (a) Your voting instruction may be lodged online at https://investor.automic.com.au/#/loginsh by following the instructions below: Login to the Automic website using the holding details as shown as the Proxy Form. Click on ‘Meetings – Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form; or (b) 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. Proxy Forms must be received by the Company no later than 11:30am (AWST) on Wednesday, 28 June 2023, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid. The Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 2.2 Attendance at the Meeting The Company encourages all Shareholders to vote by directed proxy. Proxy forms for the meeting should be lodged before 11:30am (AWST) on Wednesday, 28 June 2023. Shareholders are encouraged to submit any questions in advance of the Meeting by emailing the questions to meetings@astralresources.com.au by no later than 11:30am (AWST) on Wednesday, 28 June 2023. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at https://astralresources.com.au/. 3 BACKGROUND 3.1 Background to the Placement On 28 April 2023, the Company announced that it had received firm commitments for a placement of approximately 47,222,222 new Shares to raise approximately $3.4 million (before costs) at $0.072 per Share (Placement). Pursuant to the Placement, 46,111,113 Shares were issued to sophisticated and professional investors on 8 May 2023 (utilising part of the Company’s placement capacity pursuant to Listing Rule 7.1). Subject to Shareholder approval, a further 1,111,109 Shares will be issued to certain Directors of the Company (and/or their nominee(s)) under the Placement. Morgans Corporate Limited acted as lead manager to the Placement (Lead Manager). Refer to the Company’s ASX announcements on, and after, 28 April 2023 for further details of the Placement. Resolutions 1 to 4 (inclusive) seek Shareholders' approval for the issue of Shares pursuant to the Placement: (a) Resolution 1 seeks Shareholder approval for the ratification of Shares issued under the Placement; (b) Resolution 2 seeks Shareholder approval for Mr Marc Ducler (and/or his nominee(s)) to participate in the Placement; (c) Resolution 3 seeks Shareholder approval for Mr Justin Osborne (and/or his nominee(s)) to participate in the Placement; and (d) Resolution 4 seeks Shareholder approval for Mr David Varcoe (and/or his nominee(s)) to participate in the Placement. P a g e |6 3.2 Indicative Use of Funds The proceeds raised from the Placement will primarily be used to advance resource definition drilling and technical and feasibility studies at the Company's 100% owned Mandilla and Feysville Gold Projects, located near Kalgoorlie, Western Australia. The Company's planned activities include: (a) completion of the current diamond drilling (DD) and reverse circulation (RC) drilling at the Mandilla Gold Project; (b) completion of the next Mineral Resource Update for the Mandilla Gold Project, which is currently scheduled for mid-2023; (c) additional RC drilling and DD including: (i) additional in-fill and extensional drilling at the Theia deposit; (ii) drilling to test the bedrock mineralisation at Eos; (iii) resource definition drilling at the Hestia deposit; and (iv) further exploration and resource definition drilling at the Feysville Gold Project; (d) advancement of technical and feasibility studies for the Mandilla Gold Project; and (e) general working capital and corporate costs requirements. The Company's Board reserves the right to reallocate funds for alternative purposes, as may be deemed necessary by the Board. 4 RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES 4.1 Background Resolution 1 seeks Shareholder ratification and approval pursuant to and in accordance with Listing Rule 7.4 (and for all other purposes) of the issue of 46,111,113 Shares to sophisticated and professional investors at an issue price of $0.072 per Share under the Placement (other than the Shares proposed to be issued to the relevant Directors (and/or their nominee(s)) pursuant to Resolutions 2, 3 and 4) (Placement Shares). Refer to Section 3.1 for further details on the Placement. Resolution 1 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 1. 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 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 into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder ratification and approval for the Placement Shares under and for the purposes of Listing Rule 7.4 (and for all other purposes). If Resolution 1 is passed, the issue of the Placement Shares 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 Placement Shares. P a g e |7 If Resolution 1 is not passed, the Placement Shares 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 Placement Shares. 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: 4.4 (a) The Placement Shares were issued to professional and sophisticated investors. None of the participants in the Placement were related parties, a member of the Key Management Personnel, a substantial shareholder, an adviser of the Company or an associate of any of those persons, other than Mr Brendon Morton, the Company Secretary, who subscribed for 138,888 Placement Shares, and the Shares proposed to be issued to the relevant Directors (and/or their nominee(s)), which will be issued if Resolutions 2, 3 and 4 are passed. (b) 46,111,113 Shares were issued. (c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue. (d) The Placement Shares were issued at an issue price of $0.072 per Share, raising a total of $3,320,000 (before costs). (e) The Placement Shares were issued on 8 May 2023. (f) Funds raised from the issue of the Placement Shares will be used as detailed in Section 3.2. (g) A voting exclusion statement is included in the Notice for Resolution 1. Board recommendation The Board recommends that Shareholders vote in favour of Resolution 1. 5 RESOLUTIONS 2, 3 AND 4 – ISSUE OF SHARES TO DIRECTORS UNDER THE PLACEMENT 5.1 Background Resolutions 2, 3 and 4 seek Shareholder approval pursuant to and in accordance with Listing Rule 10.11 (and for all other purposes) to issue (in aggregate) 1,111,109 Shares to the Directors, being Messrs Ducler, Osborne and Varcoe (and/or their nominee(s)) under the Placement (Director Shares). The Director Shares will be offered at the same issue price as the Shares under the Placement (being $0.072 per Share), to raise approximately $80,000 (before costs). The Company is proposing to issue: (a) 694,444 Shares to Mr Marc Ducler (and/or his nominee(s)) pursuant to Resolution 2; (b) 138,888 Shares to Mr Justin Osborne (and/or his nominee(s)) pursuant to Resolution 3; and (c) 277,777 Shares to Mr David Varcoe (and/or his nominee(s)) pursuant to Resolution 4. Refer to Section 3.1 for further details on the Placement. In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of Shares to a related party. Messrs Ducler, Osborne and Varcoe are each Directors and therefore are related parties of the Company. The issues of the Director Shares do not fall within any of the exceptions to Listing Rule 10.11 and is conditional upon Shareholder approval (which is being sought pursuant to Resolutions 2, 3 and 4) in accordance with Listing Rule 10.11.1. Resolutions 2, 3 and 4 are ordinary resolutions. P a g e |8 The Chairperson intends to exercise all available proxies in favour of Resolutions 2, 3 and 4. If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1. To the extent Resolution 2, 3 or 4 is passed, the Company will be able to proceed with the issue of the relevant Director Shares to the relevant Director (and/or his nominee(s)) without using any of the Company's 15% Placement Capacity. In addition, the issue of the relevant Director Shares 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. To the extent Resolution 2, 3 or 4 is not passed, the Company will not be able to proceed with the issue of the relevant Director Shares to the relevant Director (and/or his nominee(s)), and the Company will not be able to raise funds from issuing Director Shares to that Director and may seek to raise them from alternate investors. 5.2 Specific information required by Listing Rule 10.13 The following information in relation to Resolutions 2, 3 and 4 is provided to Shareholders for the purposes of Listing Rule 10.13: (a) The Director Shares under the Placement will be issued to: (i) Mr Marc Ducler (and/or his nominee(s)) pursuant to Resolution 2; (ii) Mr Justin Osborne (and/or his nominee(s)) pursuant to Resolution 3; and (iii) Mr David Varcoe (and/or his nominee(s)) pursuant to Resolution 4. (b) Messrs Ducler, Osborne and Varcoe fall within Listing Rule 10.11.1 as they are Directors and therefore related parties of the Company. (c) The maximum number of Director Shares to be issued to: (i) Mr Marc Ducler (and/or his nominee(s)) is 694,444 Director Shares pursuant to Resolution 2; (ii) Mr Justin Osborne (and/or his nominee(s)) is 138,888 Director Shares pursuant to Resolution 3; and (iii) Mr David Varcoe (and/or his nominee(s)) is 277,777 Director Shares pursuant to Resolution 4. (d) The Director Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue. (e) The Director Shares will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). (f) The Director Shares will have an issue price of $0.072 per Share. The amount raised from the Director Shares to be issued to: (i) Mr Marc Ducler (and/or his nominee(s)) is approximately $50,000 pursuant to Resolution 2; (ii) Mr Justin Osborne (and/or his nominee(s)) is approximately $10,000 pursuant to Resolution 3; (iii) Mr David Varcoe (and/or his nominee(s)) is approximately $20,000 pursuant to Resolution 4. (g) Funds raised from the issue of the Director Shares to Messrs Ducler, Osborne and Varcoe (and/or their nominee(s)) will be used as detailed in Section 3.2. (h) A voting exclusion statement is included in the Notice for Resolutions 2, 3 and 4. P a g e |9 (i) 5.3 Other than the information above and otherwise detailed in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 2, 3 and 4. Directors' recommendation The Board (excluding Mr Ducler, due to his personal interest in Resolution 2) recommends that Shareholders vote in favour of Resolution 2. The Board (excluding Mr Osborne, due to his personal interest in Resolution 3) recommends that Shareholders vote in favour of Resolution 3. The Board (excluding Mr Varcoe, due to his personal interest in Resolution 4) recommends that Shareholders vote in favour of Resolution 4. 6 RESOLUTION 5 – RENEWAL OF EMPLOYEE INCENTIVE PLAN 6.1 General The employee and officer incentive plan known as the Astral Resources NL Employee Incentive Plan (Plan) enables the Company to grant Performance Rights, Options and Shares upon the exercise or conversion of those Performance Rights and Options (Employee Incentives) to be issued to eligible Directors, employees and contractors of the Company (Eligible Employees). The Plan was last approved at the 2020 general meeting of the Company and, for the purposes of Listing Rule 7.2 (exception 13), is due to be renewed in 2023. Shareholders approved a maximum of 51,863,616 Employee Incentives to be issued under the Plan at the 2020 general meeting of the Company. The materia