Lycaon Resources : Notice of Annual General Meeting/Proxy Form

For personal use only

Lycaon Resources Ltd

ACN 647 829 749

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting:	10 August 2022
Time of Meeting:	10.00am AWST
Place of Meeting:	Level 2, 22 Mount Street, Perth WA 6000

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form. If you are in doubt as to how you should vote, then you should seek advice from your professional adviser prior to voting.

With regards to the COVID-19 pandemic, the Company will adhere to all social distancing measures prescribed by government authorities at the Annual General Meeting, and Shareholders attending the Annual General Meeting will need to ensure they comply with the protocols. We are concerned for the safety and health of Shareholders, staff and advisers, so we will put in place certain measures including social distancing requirements.

As a precaution in relation to COVID-19 and in compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 10.00am AWST on 8 August 2022.

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 5.00pm AWST on 8 August 2022.

For personal use only

Notice of Annual General Meeting

Notice is given that an Annual General Meeting of shareholders of Lycaon Resources Ltd ACN 647 829 749 (Company) will be held at Level 2, 22 Mount Street, Perth WA 6000 on 10 August 2022 commencing at 10.00am AWST.

Agenda

Ordinary business

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the period ending 30 June 2021 together with the declaration of the Directors, the Director's report, and the auditor's report.

1. Resolution 1: Re-election of Director - Mr Patrick Burke
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, Mr Patrick Burke, a Director ceases to hold office in accordance with clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, and being eligible, offers himself for re- election as a Director of the Company."
2. Resolution 2: Election of Director - Mr Thomas Langley
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, Mr Thomas Langley, a Director, ceases to hold office in accordance with clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes and being eligible, offers himself for re- election as a Director of the Company."
3. Resolution 3: Election of Director - Mr Ranko Matic
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That, Mr Ranko Matic, a Director, ceases to hold office in accordance with clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes and being eligible, offers himself for re- election as a Director of the Company."
4. Resolution 4: Appointment of Auditor
   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
   "That pursuant to section 327B of the Corporations Act and for all other purposes, approval is given for the appointment of Criterion Audit Pty Ltd as the Company's auditor, with effect from the close of the Meeting."
5. Resolution 5: Ratification of Prior Issue of Acquisition Shares
   To consider and, if thought fit, to pass 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 1,250,000 Acquisition Shares on the terms and conditions set out in the Explanatory Statement."

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For personal use only

Notice of Annual General Meeting

Voting exclusion statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Peter Lewis and Uramin Pty Ltd, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolutions by:

1. 1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 6: Ratification of Prior Issue of Facilitation Fee Shares

To consider and, if thought fit, to pass 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 125,000 Facilitation Fee Shares on the terms and conditions set out in the Explanatory

Statement."

Voting exclusion statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Hensman Corporate (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolutions by:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 7: Ratification of Prior Issue of Contract Services Shares

To consider and, if thought fit, to pass 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 1,031,250 Contract Services Shares on the terms and conditions set out in the Explanatory

Statement."

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Notice of Annual General Meeting

Voting exclusion statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of StocksDigital (or their nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolutions by:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Special Resolutions

8. Resolution 8: Approval of 10% Placement Capacity

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 ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement:

The Company will disregard any votes cast in favour of the 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 Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolutions by:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9. Resolution 9: Amendment of Company Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend its existing Constitution in the form as signed by the chairman of the Meeting for identification purposes, with effect from the close of the Meeting."

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Notice of Annual General Meeting

10. General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Notes:

1. Terms used in this Notice of Meeting are defined in the "Interpretation" section of the accompanying
   Explanatory Memorandum.
2. A detailed summary of the Resolution(s) is contained within the Explanatory Memorandum.

The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

By order of the board

Melanie Ross

Company Secretary

8 July 2022

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