Announcement PDF VICTORY METALS LIMITED ACN 124 279 750 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:00 am WST DATE: 9 November 2023 PLACE: Suite 1 295 Rokeby Rd Subiaco WA 6008 The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company on +61 8 6557 8656. VICTORY METALS LIMITED ACN 124 279 750 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of Shareholders of Victory Metals Limited (Company) will be held at Suite 1, 295 Rokeby Rd, Subiaco, Western Australia on 9 November 2023 at 10:00am (WST) (Meeting). The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 7 November 2023 at 4:00pm (WST). Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7. 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 Directors’ 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. Voting Exclusion 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 1 (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. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JAMES BAHEN 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 11.1 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr James Bahen, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, 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 Memorandum.” Dated: 6 October 2023 By order of the Board Robbie Featherby Joint Company Secretary 2 VICTORY METALS LIMITED ACN 124 279 750 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 1, 295 Rokeby Road, Subiaco Western Australia 6008 on Thursday, 9 November 2023 at 10:00am (WST). This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. 2. ACTION TO BE TAKEN BY SHAREHOLDERS 2.1 Voting in person To vote in person, attend the Meeting at the time, date and place set out above. 2.2 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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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 changes to the Corporations Act made in 2011 mean 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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on +61 8 6557 8656. 3. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, 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 3 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 . 4. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 4.1 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. 4.2 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. 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 Annual General Meeting. 5. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JAMES BAHEN 5.1 General Clause 11.1(c) of the Constitution requires that one third of the Directors (excluding the Managing Director) must retire at each annual general meeting. Clause 11.1(e) of the Constitution requires that the Directors to retire are those who have held their office as Director for the longest period since their last election or appointment to that office. In the event that two or more Directors have held office for equal periods of time, the retiring Directors are to be determined by lot, unless otherwise agreed by those Directors. The Directors have resolved to agree that Mr Bahen retires and be eligible for re-election. Clause 11.1(d) of the Constitution provides that a Director who retires in accordance with Clause 11.1(c) is eligible for re-election. 5.2 Qualifications and other material directorships Mr James Bahen is a director and equity partner of SmallCap Corporate and chartered secretary who commenced his career in audit and assurance with an international chartered accounting 4 firm. Mr Bahen is currently a non-executive director and company secretary to a number of ASXlisted companies and has a broad range of corporate governance and capital markets experience, having been involved with public company listings, mergers and acquisitions transactions and capital raisings for ASX-listed companies across the resource industry. Mr Bahen is a member of the Governance Institute of Australia and holds a Graduate Diploma of Applied Finance and a Bachelor of Commerce degree majoring in accounting and finance. Mr Bahen is currently a Non-Executive Director at Cosmos Exploration Limited and Lithium One Metals (TSX-V:LONE). 5.3 Independence If elected, the Board considers Mr Bahen will be an independent director. 5.4 Board recommendation The Board, other than Mr Bahen, supports the re-election of Mr Bahen and recommends that Shareholders vote in favour of Resolution 2. 6. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT CAPACITY 6.1 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. 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 $300,000,000 or less. This Resolution 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. 6.2 Technical information required by Listing Rule 14.1A If this Resolution 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 this Resolution 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. 6.3 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 this Resolution: (a) Period for which the 7.1A Mandate is valid 5 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; or (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 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: (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 4.3(b)(i), the date on which the Equity Securities are issued. Use of funds raised under the 7.1A Mandate The Company may only seek to issue the Equity Securities under the 7.1A Mandate for cash consideration. The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate towards: (d) (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition); (ii) continued exploration expenditure on the Company’s current assets/or projects; (iii) the development of the Company’s current business; and (iv) general working capital. 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 this Resolution 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 as at 3 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. 6 Dilution Issue Price Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution 0.1 0.2 0.3 50% decrease Issue Price 50% increase Funds Raised Current 80,899,656 8,089,966 $808,996.56 1,617,993.12 $2,426,989.68 50% increase 121,349,484 12,134,948 $1,213,494.84 $2,426,989.68 $3,640,484.52 100% increase 161,799,312 16,179,931 $1,617,993.12 $3,235,986.24 $4,853,979.36 The table above uses the following assumptions: 1. There are currently 80,899,656 Shares on issue. 2. The issue price set out above is the closing market price of Shares as at 3 October 2023. 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. 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 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. 5. 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. 6. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 7. 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%. 8. 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 7 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: (f) (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; (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 9 November 2022 (Previous Approval). During the 12-month period preceding the date of the Meeting, being on and from 9 November 2022, the Company issued a total of 5,500,000 Shares pursuant to the Previous Approval, which represents approximately 9.64% of the total number of Equity Securities on issue at 9 November 2022. The above Shares were issued on 10 May 2023 as a portion of a placement to sophisticated and professional investors who participated in the placement at an issue price of $0.24 per Share, representing a discount of 8.3% to the Market Price on the date of issue. A total of $3 million (before costs) was raised under the placement, whereby $1,320,000 (before costs) was raised through the portion of Shares issued under Listing Rule 7.1A, all of which will be used to advance exploration at the Company’s projects including finalising the maiden JORC (2012) Mineral Resources Estimate (MRE) for the Company’s North Stanmore REE Project, exploration activities (including drilling and associated activities) on the North Stanmore REE Project, further metallurgical test work and for general working capital purposes and costs of the placement. Of the portion of funds raised under Listing Rule 7.1A, $1,320,000 has already been expended by the Company. (g) Voting Exclusion Statement As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. 7. DEFINITIONS $ means Australian dollars. 7.1A Mandate has the meaning given to that term in Section 6.1. 8 Annual General Meeting or Meeting means the meeting convened by the Notice. ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires. Board means the current board of directors of the Company. Chair means the chair of the Meeting. Closely Related Party of a member of the Key Management Personnel means: (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act. Company means Victory Metals Limited (ACN 124 279 750). Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. Explanatory Memorandum means the explanatory memorandum accompanying the Notice. Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group. Listing Rules means the Listing Rules of ASX. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue (or agreement to issue, as applicable) of the relevant Equity Securities. Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form. Option means an option to acquire a Share. Previous Approval has the meaning given to that term in Section 7.3(f). Proxy Form means the proxy form accompanying the Notice. Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2023. Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Section means a section of the Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of a Share. Spill Meeting has the meaning given in Section 4.2. 9 Spill Resolution has the meaning given in Section 4.2. Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules. Voter has the meaning given in Section 2(b). VWAP means volume weighted average price. WST means Western Standard Time as observed in Perth, Western Australia. In this Notice, words importing the singular include the plural and vice versa. 10 Need assistance? Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Online: www.investorcentre.com/contact YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be received by 10:00am (AWST) on Tuesday, 7 November 2023. Proxy Form How to Vote on Items of Business Lodge your Proxy Form: XX All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item. Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Your secure access information is Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf. Control Number: 182968 For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable. By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia By Fax: 1800 783 447 within Australia or +61 3 9473 2555 outside Australia PARTICIPATING IN THE MEETING Corporate Representative If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms". PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare. Samples/000002/000002 Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘X’) should advise your broker of any changes. Proxy Form Step 1 I ND Please mark to indicate your directions XX Appoint a Proxy to Vote on Your Behalf I/We being a member/s of Victory Metals Limited hereby appoint the Chairman of the Meeting PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s). OR or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Victory Metals Limited to be held at Suite 1, 295 Rokeby Road, Subiaco, WA 6008 on Thursday, 9 November 2023 at 10:00am (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2. Step 2 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. Items of Business For Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director - Mr James Bahen Resolution 3 Approval of 10% Placement Capacity Against Abstain The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. Step 3 Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary / Update your communication details Mobile Number V TM (Optional) Email Address 999999A / Date By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically