Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
Unit 10, 85-87 Forrest Street
Cottesloe WA 6011
ABN: 38 652 438 385
Phone: +61 8 6255 8625
norfolkmetals.com.au
ASX: NFL 3 July 2026
Dear Shareholder
General Meeting – Notice of Meeting and Proxies
Notice is given that the General Meeting (Meeting) of Shareholders of Norfolk Metals Limited (ACN 652 438 385)
(Company) will be held as follows:
Time and date: 2:00pm (Perth time) on Monday, 3 August 2026
Location: Level 39, 152-158 St Georges Terrace, Perth WA 6000
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/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 2:00pm (Perth time) on Saturday, 1 August 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.
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
Notice of General Meeting (Norfolk Metals Limited)
Norfolk Metals Limited
ACN 652 438 385
Notice of General Meeting
The General Meeting of the Company will be held as follows:
Time and date: 3 August 2026 at 2.00pm (AWST)
In-person: Level 39, 152-158 St Georges Terrace Perth WA 6000
The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how
to vote, they should seek advice from their accountant, solicitor or other professional advisor prior
to voting.
Should you wish to discuss any matter, please do not hesitate to contact the Company
Secretary by telephone on +61 8 6255 8625.
Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice
Notice of General Meeting (Norfolk Metals Limited) Page 2
Norfolk Metals Limited ACN 652 438 385
(Company)
Notice of General Meeting
Notice is hereby given that a General Meeting of Shareholders of Norfolk Metals Limited will be held
at Level 39, 152-158 St Georges Terrace Perth WA 6000 on 3 August 2026 at 2.00pm (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 the 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
1 August 2026 at 2.00pm (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
Resolution 1 – Ratification of prior issue of Placement Shares
To consider and, if thought fit, to pass, with or without amendment, each as a separate
ordinary resolution the following:
'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of:
(a) 11,919,886 Placement Shares issued under Listing Rule 7.1; and
(b) 8,080,114 Placement Shares issued under Listing Rule 7.1A,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 2 – Approval to issue Placement Options
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 20,000,000 Placement Options to the Tranche 1
Placement Participants (or their respective nominees), on the terms and conditions in the
Explanatory Memorandum.’
Resolution 3 – Approval to issue Director Placement Securities
To consider and, if thought fit, to pass with or without amendment, each as a separate
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 1,000,000 Director Placement Shares and 1,000,000
Director Placement Options to the Placement Participating Directors (or their respective
nominees) as follows:
(a) 300,000 Director Placement Shares and 300,000 Director Placement Options to
Notice of General Meeting (Norfolk Metals Limited) Page 3
Leonardo Pilapil;
(b) 200,000 Director Placement Shares and 200,000 Director Placement Options to Ben
Phillips; and
(c) 500,000 Director Placement Shares and 500,000 Director Placement Options to
Patrick Holywell,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 4 – Approval to issue JP Equity Options
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, approval
is given for the Company to issue up to 2,000,000 JP Equity Options, on the terms and
conditions set out in the Explanatory Memorandum.’
Resolution 5 – Approval to issue Carmen Stage 2 Securities
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 the Carmen Stage 2 Securities, being 8,075,000 Carmen
Copper Earn-in Shares and 25,000,000 Carmen Copper Earn-in Performance Rights, to
Transcendence Mining Pty Ltd (or its nominees) under the Earn-in Agreement, on the terms
and conditions in the Explanatory Memorandum.'
Resolution 6 – Approval to change in nature and scale of activities
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Listing Rule 11.1.2 and for all
other purposes, Shareholders approve the significant change in the nature and scale of the
Company's activities resulting from the Re-compliance Transaction, on the terms and
conditions set out in the Explanatory Memorandum.’
Resolution 7 – Approval to issue Capital Raising Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, and pursuant to and in accordance with Listing Rule 7.1 and for
all other purposes, Shareholders approve the issue of up to 1,200,000,000 Capital Raising
Shares on the terms and conditions set out in the Explanatory Memorandum.’
Notice of General Meeting (Norfolk Metals Limited) Page 4
Resolution 8 – Approval to issue Ciclón Consideration Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Listing Rule 7.1 and for all
other purposes, Shareholders approve the issue of 71,428,571 Shares to Pampa Camarones
SpA (or its nominee/s), on the terms and conditions in the Explanatory Memorandum.'
Resolution 9 – Election of Director – Anthony McClure
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Clause 15.4 of the
Constitution and for all other purposes, Anthony McClure, being eligible and having
consented to act, be elected as a Director on and from completion of the Re-Compliance
Transaction.’
Resolution 10 – Election of Director – Andrew Bray
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Clause 15.4 of the
Constitution and for all other purposes, Andrew Bray, being eligible and having consented to
act, be elected as a Director on and from completion of the Re-Compliance Transaction.’
Resolution 11 – Approval to issue Condor Consideration Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Listing Rule 7.1 and for all
other purposes, Shareholders approve the issue of 71,428,571 Condor Consideration Shares
to the Condor Peak Vendors (or their respective nominees), on the terms and conditions in
the Explanatory Memorandum.’
Resolution 12 – Participation in Capital Raising by the Capital Raising
Participating Directors
To consider and, if thought fit, to pass with or without amendment, each as a separate
ordinary resolution, the following:
‘That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Listing Rule 10.11, and for all
other purposes, Shareholders approve the issue of up to 101,000,000 Shares to the Capital
Raising Participating Directors (or their respective nominees) as follows:
(a) up to 1,000,000 Shares to Ben Phillips;
(b) up to 20,000,000 Shares to Anthony McClure; and
(c) up to 80,000,000 Shares to Andrew Bray;
Notice of General Meeting (Norfolk Metals Limited) Page 5
on the terms and conditions in the Explanatory Memorandum.’
Resolution 13 – Approval to issue Director Performance Rights
To consider and, if thought fit, to pass, with or without amendment, each as a separate
ordinary resolution the following:
'That, subject to and conditional upon the passing of all Transaction Resolutions and the
Carmen Copper Resolution, pursuant to and in accordance with Listing Rule 10.14 and for all
other purposes, approval is given for the Company to issue up to 27,000,000 Director
Performance Rights to Director Ben Phillips and proposed Directors Anthony McClure and
Andrew Bray (or their respective nominees), as follows:
(a) up to 7,000,000 Director Performance Rights to Ben Phillips;
(b) up to 13,000,000 Director Performance Rights to Anthony McClure; and
(c) up to 7,000,000 Director Performance Rights to Andrew Bray;
under the Plan, on the terms and conditions set out in the Explanatory Memorandum.'
Resolution 14 – Approval of Employee Securities Incentive Plan
To consider, and if thought fit, to pass with or without amendment, as an ordinary resolution,
the following:
'That for the purposes of exception 13(b) of Listing Rule 7.2 and for all other purposes,
Shareholders approve a new employee securities incentive plan of the Company known as
the "Norfolk Metals Ltd Employee Securities Incentive Plan" and the issue of up to a
maximum of 100,000,000 Equity Securities under that plan, on the terms and conditions in the
Explanatory Memorandum.'
Resolution 15 – Approval of potential termination benefits under the
Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, conditional on Resolution 14 being approved, for a period commencing from the date
this Resolution is passed and ending upon the expiry of all Securities issued or to be issued
under the Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act
for the giving of benefits to any current or future person holding a managerial or executive
office of the Company or a related body corporate in connection with that person ceasing to
hold such office, on the terms and conditions in the Explanatory Memorandum.’
Resolution 16 – Approval to issue Director Options to the Directors
To consider and, if thought fit, to pass, with or without amendment, each as a separate
ordinary resolution the following:
‘That pursuant to and in accordance with Listing Rule 10.14, sections 195(4) and 208 of the
Corporations Act, and for all other purposes, approval is given for the Company to issue up to
5,000,000 Director Options to the Directors (or their respective nominees), as follows:
Notice of General Meeting (Norfolk Metals Limited) Page 6
(a) up to 2,000,000 Director Options to Ben Phillips;
(b) up to 1,500,000 Director Options to Patrick Holywell; and
(c) up to 1,500,000 Director Options to Leonardo Pilapil;
under the Plan, on the terms and conditions set out in the Explanatory Memorandum.’
Resolution 17– Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
‘That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities totalling up 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 on the terms and conditions in the Explanatory Memorandum.’
Resolution 18 – Replacement of Constitution
To consider and, if thought fit, to pass with or without amendment, as a special resolution
the following:
‘That, pursuant to and in accordance with 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 Chair for identification
purposes, on the terms and conditions in the Explanatory Memorandum.’
Resolution 19 – Approval to increase Non-Executive Directors’
Remuneration
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 clause 15.8 of the Constitution, Listing Rule 10.17
and for all other purposes, Shareholders approve an increase of the maximum total aggregate
amount of fees payable to non-executive Directors to $500,000 per annum, on the terms and
conditions in the Explanatory Memorandum'
Resolution 20 – Approval to issue Broker 2025 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 7.1 and for all other purposes,
Shareholders approve the issue of 1,000,000 Broker 2025 Shares to JP Equity Partners and
Whistler Wealth Management (or their respective nominees) under the 2025 JLM Mandate, on
the terms and conditions in the Explanatory Memorandum.’
Voting Exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
Resolution 1(a) and (b): by or on behalf of a person who participated in the issue of the
Placement Shares, or any of their respective associates;
Notice of General Meeting (Norfolk Metals Limited) Page 7
Resolution 2: by or on behalf of any person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue of the Placement Options (except
a benefit solely by reason of being a Shareholder), or any of their respective associates;
Resolution 3(a): by or on behalf of Leonardo Pilapil (or his nominees), and any other person
who will obtain a material benefit as a result of the issue of these Director Placement
Securities (except a benefit solely by reason of being a Shareholder), or any of their
respective associates;
Resolution 3(b): by or on behalf of Ben Phillips (or his nominees), and any other person who
will obtain a material benefit as a result of the issue of these Director Placement Securities
(except a benefit solely by reason of being a Shareholder), or any of their respective
associates;
Resolution 3(c): by or on behalf of Patrick Holywell (or his nominees), and any other person
who will obtain a material benefit as a result of the issue of these Director Placement
Securities (except a benefit solely by reason of being a Shareholder), or any of their
respective associates;
Resolution 4: by or on behalf of JP Equity Partners (or its nominees), and any other person
who will obtain a material benefit as a result of, the proposed issue of the JP Equity Options
(except a benefit solely by reason of being a Shareholder), or any of their associates;
Resolution 5: by or on behalf of Transcendence (or its nominees), and any person who is
expected to participate in, or who will obtain a material benefit as a result of, the proposed
issue of the Carmen Stage 2 Securities (except a benefit solely by reason of being a
Shareholder), or any of their respective associates;
Resolution 6: by or on behalf of a counterparty to the Re-compliance Transaction that, of
itself or together with one or more other transactions, will result in a significant change to the
nature or scale of the Company’s activities and any other person who will obtain a material
benefit as a result of the Re-compliance Transaction (except a benefit solely by reason of
being a Shareholder) or an associate of those persons;
Resolution 7: 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 of Capital Raising Shares (except a
benefit solely by reason of being a Shareholder) or any of their respective associates;
Resolution 8: by or on behalf of each of Pampa Camarones and any other person who will
obtain a material benefit as a result of the proposed issue of Ciclón Consideration Shares
(except a benefit solely by reason of being a Shareholder), or any of their respective
associates;
Resolution 11: by or on behalf of the Condor Peak Vendors (or their nominees), and any
other person who will obtain a material benefit as a result of, the proposed issue of the
Condor Consideration Shares (except a benefit solely by reason of being a Shareholder), or
any of their associates;
Resolution 12(a): by or on behalf of Ben Phillips (or his nominees) and any other person who
will obtain a material benefit as a result of the issue of these Shares (except a benefit solely
by reason of being a Shareholder), or any of their respective associates;
Resolution 12(b): by or on behalf of Anthony McClure (or his nominees) and any other
person who will obtain a material benefit as a result of the issue of these Shares (except a
benefit solely by reason of being a Shareholder), or any of their respective associates;
Notice of General Meeting (Norfolk Metals Limited) Page 8
Resolution 12(c): by or on behalf of Andrew Bray (or his nominees) and any other person
who will obtain a material benefit as a result of the issue of these Shares (except a benefit
solely by reason of being a Shareholder), or any of their respective associates;
Resolution 13(a): by or on behalf of Ben Phillips (or his nominees), and any person referred
to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any
of their respective associates;
Resolution 13(b): by or on behalf of Anthony McClure (or his nominees), and any person
referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan,
or any of their respective associates;
Resolution 13(c): by or on behalf of Andrew Bray (or his nominees), and any person referred
to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any
of their respective associates;
Resolution 14: by or on behalf of a person who is eligible to participate in the Plan, or any of
their respective associates;
Resolution 16(a): by or on behalf of Ben Phillips (or his nominees), and any person referred
to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any
of their respective associates;
Resolution 16(b): by or on behalf of Patrick Holywell (or his nominees), and any person
referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan,
or any of their respective associates;
Resolution 16(c): by or on behalf of Leonardo Pilapil (or his nominees), and any person
referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan,
or any of their respective associates;
Resolution 17: if at the time of the Meeting, the Company is proposing to make an issue of
Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates;
Resolution 19: by or on behalf of a Director, or any of their respective associates; and
Resolution 20: by or on behalf of JP Equity Partners and Whistler Wealth Management (or
their nominees), and any other person who will obtain a material benefit as a result of, the
proposed issue of Broker 2025 Shares, or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution
by:
(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote, 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
Notice of General Meeting (Norfolk Metals Limited) Page 9
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting prohibitions
Resolution 13(a) to (c) (inclusive), Resolution 14, Resolution 15, Resolution 16(a)-(c) and
Resolution 19: In accordance with section 250BD of the Corporations Act, a person
appointed as a proxy must not vote on the basis of that appointment, on these Resolutions if:
(a) the proxy is either a member of the Key Management Personnel or a Closely Related
Party of such member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with remuneration of a member of the
Key Management Personnel.
Resolution 15: In addition to the above, in accordance with section 200E(2A) of the
Corporations Act, a vote on this Resolution must not be cast by any participants or potential
participants in the Plan and their associates, otherwise the benefit of this Resolution will be
lost by such a person in relation to that person's future termination.
However, a vote may be cast by such a person if:
(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote
on the Resolution; and
(b) it is not cast on behalf of the person or an associate of the person.
Further, in accordance with section 224 of the Corporations Act, a vote on Resolution 16(a)
to (c) (inclusive) must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given, or an associate
of such a related party.
However, the above prohibition does not apply if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to
vote on the relevant Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the relevant
Resolution would permit a financial benefit to be given, or an associate of such a
related party.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting
prohibition statement above, the Chair will only be able to cast a vote as proxy for a person
who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form
specifies how the proxy is to vote on the relevant Resolution.
Notice of General Meeting (Norfolk Metals Limited) Page 10
BY ORDER OF THE BOARD
Ben Phillips
Executive Chair
Norfolk Metals Limited
Dated: 3 July 2026
Notice of General Meeting (Norfolk Metals Limited) Page 11
Norfolk Metals Limited
ACN 652 438 385
(Company or Norfolk)
Explanatory Memorandum
1. Introduction
The 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 Level 39, 152-158
St Georges Terrace Perth WA 6000 on 3 August 2026 at 2.00pm (AWST) (Meeting).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety.
The Explanatory Memorandum contains the terms and conditions on which the Resolutions
will be voted.
The 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 Competent Person and Compliance Statement
Section 4 Conditional Transaction Resolutions
Section 5 Background to the Placement
Section 6 Background to the Carmen Copper Earn-in
Section 7 Background to the Re-compliance Transaction
Section 8 Overview of the Projects, business strategy and objectives
Section 9 Risk Factors
Section 10 Resolution 1(a)-(b) – Ratification of prior issue of Placement Shares
Section 11 Resolution 2 – Approval to issue Placement Options
Section 12 Resolution 3(a)-(c) – Approval to issue Director Placement Securities
Section 13 Resolution 4 – Approval to issue JP Equity Options
Section 14 Resolution 5 – Approval to issue Carmen Stage 2 Securities
Section 15 Resolution 6 – Approval to change in nature and scale of activities
Section 16 Resolution 7 – Approval to issue Capital Raising Shares
Section 17 Resolution 8 – Approval to issue Ciclón Consideration Shares
Section 18 Resolution 9 – Election of Director – Anthony McClure
Section 19 Resolution 10 – Election of Director – Andrew Bray
Section 20 Resolution 11 – Approval to issue Condor Consideration Shares
Notice of General Meeting (Norfolk Metals Limited) Page 12
Section 21 Resolution 12 – Participation in Capital Raising by the Capital Raising
Participating Directors
Section 22 Resolution 13(a)-(c) – Approval to issue Director Performance Rights
Section 23 Resolution 14 – Approval of Employee Securities Incentive Plan
Section 24 Resolution 15 – Approval of potential termination benefits under the Plan
Section 25 Resolution 16(a) - (c) – Approval to issue Director Options to the Directors
Section 26 Resolution 17 – Approval of 10% Placement Facility
Section 27 Resolution 18 – Replacement of Constitution
Section 28 Resolution 19 – Approval to increase Non-Executive Directors’
Remuneration
Section 29 Resolution 20 – Approval to issue Broker 2025 Shares
Schedule 1 Definitions
Schedule 2 Terms and Conditions of the Placement Options and JP Equity Options
Schedule 3 Terms and Conditions of the Director Options
Schedule 4 Carmen Copper Earn-in Performance Rights
Schedule 5 Valuation of the Director Options
Schedule 6 Tenements
Schedule 7 Pro forma Balance Sheet
Schedule 8 Terms and conditions of ASX waivers
Schedule 9 Summary of material terms of the Employee Securities Incentive Plan
Schedule 10 Director Performance Rights
Schedule 11 Valuation of Director Performance Rights
Schedule 12 Transaction Based Comparison Table
Schedule 13 Proposed Constitution
A Proxy Form is located at the end of the Explanatory Memorandum.
Notice of General Meeting (Norfolk Metals Limited) Page 13
2. Action to be taken by Shareholders
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
vote in person at the Meeting. The appointment must comply with the requirements of section
250D of the Corporations Act. The representative should bring to the Meeting evidence of his
or her appointment, including any authority under which it is signed.
2.3 Voting by proxy
A Proxy Form is provided with the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a proxy) to vote in their place. All Shareholders are invited to attend
the Meeting or, if they are unable to attend, sign and return 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 in person.
Shareholders may also submit their prox
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