Announcement PDF ASX:NFL 30 October 2023 Dear Shareholder Annual General Meeting – Notice of Meeting and Proxies Notice is given that the Annual General Meeting (Meeting) of Shareholders of Norfolk Metals Limited (ACN 652 438 385) (Company) will be held as follows: Time and date: Location: 4:00pm (WST) on Thursday, 30 November 2023 283 Rokeby Road Subiaco WA 6008 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://norfolkmetals.com.au/asx-announcements/; and the ASX market announcements page under the Company’s code “NFL”. If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting. Voting at the Meeting or by proxy Shareholders are encouraged to vote by lodging a proxy form. Proxy forms can be lodged: • Online: www.investor.automic.com.au/#/loginsah using your secure access information or use your mobile device to scan the personalised QR code • By mail: Automic GPO Box 5193 Sydney NSW 2011, Australia • In person: Automic Level 5, 126 Phillip Street Sydney NSW 2000 • By Email: meetings@automicgroup.com.au • By fax: +61 2 8583 3040 Your proxy voting instruction must be received by 4:00pm (WST) on Tuesday, 28 November 2023 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. The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Authorised for release by: Arron Canicais Company Secretary Norfolk Metals Limited Norfolk Metals Limited I ABN: 38 652 438 385 Unit 10, 85-87 Forrest Street Cottesloe WA 6011 1 www.norfolkmetals.com.au NORFOLK METALS LIMITED ACN 652 438 385 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 4:00pm (WST) DATE: 30 November 2023 PLACE: 283 Rokeby Road, Subiaco WA 6008 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 (WST) on 28 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 – RE-ELECTION OF DIRECTOR – PATRICK HOLYWELL 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 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Patrick Holywell, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – 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.” 5. RESOLUTION 4 – REPLACEMENT OF 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 repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.” 1 6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO CONSULTANT To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 250,000 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. Dated: 30 October 2023 By order of the Board Arron Canicais Company Secretary 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 – Approval to issue Shares to Consultant 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) (namely Mr Mark Couzens) 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. 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 at arron@explorercorporate.com.au. 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 www.norfolkmetals.com.au. 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. 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 – RE-ELECTION OF DIRECTOR – PATRICK HOLYWELL 3.1 General Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr Patrick Holwell, who has served as a Director since 8 October 2021, retires by rotation and seeks re-election. 3.2 Qualifications and other material directorships Mr Holywell has over 15 years of experience in accounting, finance and corporate governance, including employment at Deloitte and Patersons (now Canaccord Genuity). He is a Chartered Accountant and a Fellow of the Governance Institute of Australia with the last ten years focused on director and company secretarial roles in the resources and technology space. Mr Holywell’s most recent involvements include roles with De Grey Mining Limited (ASX:DEG), Si6 Metals Limited (ASX:SI6) and Pentanet Limited (ASX:5GG). Mr Holywell has completed a Bachelor of Commerce at UWA, a Graduate Diploma of Chartered Accounting with the Institute of Chartered Accountants and the Company Directors Course with the Australian Institute of Company Directors. 3.3 Independence If re-elected the Board considers Mr Holywell will be an independent Director. 3.4 Board recommendation The Board has reviewed Mr Holywell’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 re-election of Mr Holywell and recommends that Shareholders vote in favour of Resolution 2. 4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE 4.1 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. 6 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 $5,610,000 (based on the number of Shares on issue and the closing price of Shares on the ASX on 19 October 2023). Resolution 3 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. If Resolution 3 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 3 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. 4.2 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 3: (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: 7 (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 4.2(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 exploration activities, future acquisition opportunities and/or for general working capital purposes. (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. If Resolution 3 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 19 October 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 $0.085 $0.170 $0.255 50% decrease Issue Price 50% increase Funds Raised Current 33,250,000 3,325,000 $282,625 $565,250 $847,875 50% increase 49,875,000 4,987,500 $423,937 $847,875 $1,271,812 100% increase 66,500,000 6,650,000 $565,250 $1,130,500 $1,695,750 *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 33,250,000 Shares on issue comprising: (a) 33,000,000 existing Shares as at the date of this Notice; and 8 (b) 250,000 Shares which will be issued if Resolution 5 is passed at this Meeting. 2. There are currently 33,000,000 Shares on issue at the date of this Notice. 3. The issue price set out above is the closing market price of the Shares on the ASX on 19 October 2023 (being $0.17). 4. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 5. 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. 6. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 7. 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. 8. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 9. 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%. 10. 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: (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; 9 (f) (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 24 November 2022 (Previous Approval). During the 12-month period preceding the date of the Meeting, being on and from 30 November 2022, the Company has not issued any Equity Securities pursuant to the Previous Approval. 5. RESOLUTION 4 – REPLACEMENT OF CONSTITUTION 5.1 General A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders. Resolution 4 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules. This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 8 October 2021. The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions. The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature. The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below. A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.norfolkmetals.com.au and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (arron@explorercorporate.com.au). Shareholders are invited to contact the Company if they have any queries or concerns. 5.2 Summary of material proposed changes Minimum Securityholding (clause 3) This Proposed Constitution now extends the minimum holding provisions to all securities as provided for under the Listing Rules. The clause previously only referred to shares. Capital Reductions (clause 10.2) 10 The Proposed Constitution now permits sales of unmarketable parcels to a sale nominee as part of a capital reduction. Use of technology (clause 14) The Proposed Constitution includes a new provision to permit the use of technology at general meetings (including wholly virtual meetings) to the extent permitted under the Corporations Act, Listing Rules and applicable law. 5.3 Recommendation of the Board The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 4. 6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO CONSULTANT 6.1 General The Company is proposing to issue up to 250,000 Shares in lieu of payment for geological consultancy services provided by Mr Mark Couzens to the Company (Consultant Shares). The material terms of the consultancy agreement between Mr Mark Couzens and the Company (Consultancy Agreement) are set out below: (a) Term – The Consultancy Agreement shall commence on 11 October 2023 and shall be terminated on the date that completion of Phase 1 drill program at Orroroo Uranium Project as defined in PEPR submitted to DEM is completed and the subsequent results released to ASX. (b) Consulting Fee - $1,000.00 per month (excluding GST) to be paid 50:50 in cash and Shares with no escrow restrictions. Shares to be allotted to an entity nominated by Mr Couzens at the end of the Phase 1 Drill Program at the Orroroo Uranium Project. (c) Competent Person Fee - $400.00 (excluding GST) per ASX release where Mark Couzens signs off as Competent Person. (d) Responsibilities – Mr Couzens responsibilities under the Consultancy Agreement are as follows: (i) regular work progress and update reports as reasonably required by the Company throughout the services to be provided; (ii) complete Phase 1 drill program; (iii) write the ASX release for Phase 1 Drilling; and (iv) sign off as competent person for the ASX releases relating to the Orroroo Uranium Project. The Consultancy Agreement otherwise contains standard terms for an agreement of this nature. 11 As summarised in Section 4.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The proposed issue of the Consultant Shares does not fit within any of the exceptions set out in Listing Rule 7.2. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so that it does not use up any of its 15% placement capacity under Listing Rule 7.1. 6.2 Technical information required by Listing Rule 14.1A If Resolution 5 is passed, the Company will be able to proceed with the issue of the Consultant Shares. In addition, the issue of the Consultant 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. If Resolution 5 is not passed, the issue of the Consultant Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue. Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Consultant Shares. 6.3 Technical information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 5: (a) the Consultant Shares will be issued to Mr Mark Couzens; (b) the maximum number of Consultant Shares to be issued is 250,000. The Consultant Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (c) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Consultant Shares will occur on the same date; (d) the Consultant Shares will be issued in lieu of payment for geological consultancy services provided by Mr Mark Couzens, at an issue price to be calculated at the lowest closing price of the first five trading days of the month the days