Announcement PDF *M00000112Q02* ASX: OD6 Annual General Meeting Notice Dear Shareholder, OD6 Metals Limited (the Company) will be holding its annual general meeting of shareholders at 9:00am (WST) on 27 November 2024 (Meeting) at Level 1, 50 Kings Park Road, West Perth 6005. In accordance with the section 110D of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy. The Notice can be viewed online and downloaded via:  the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/;  the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or  if the shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the shareholder’s nominated email address. A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Computershare Investor Services Pty Limited by: Post to: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 or by email to info@od6metals.com.au. Proxy votes may also be lodged online using the following link: www.investorvote.com.au. Your proxy voting instruction must be received by 9:00am (WST) on 25 November 2024, 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 Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare Investor Services Pty Limited on 1300 850 505. The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX, and the details will also be made available on our website at www.od6metals.com.au. The Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting, as detailed above. OD6 Metals Ltd Level 1, 50 Kings Park Road, West Perth, WA 6005 ACN 654 839 602 PO Box 277, North Beach, WA 6920 PO Box 2009, Esperance, WA 6450 Samples/000001/000002/i12 OD6 Metals Limited ACN 654 839 602 Notice of Annual General Meeting Notice is given that the annual general meeting of the Company (Meeting) will be held at: Time 9:00am (AWST) Date Wednesday, 27 November 2024 Place Level 1, 50 Kings Park Road West Perth WA 6005 Important: This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. Notice of Annual General Meeting Notice is given that the annual general meeting of OD6 Metals Limited ACN 654 839 602 (Company) will be held at 9:00am (AWST) on Wednesday, 27 November 2024 at Level 1, 50 Kings Park Road, West Perth WA 6005. Agenda Annual Report To table and consider the Annual Report of the Company for the financial year ended 30 June 2024, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report. 1 Resolution 1 – Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding 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 set out in the Annual Report for the financial year ended 30 June 2024." Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition: In accordance with sections 250BD, 250R and 250V of the Corporations Act, 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, subject to the applicable exceptions described in this Notice. 2 Resolution 2 – Election of Director – Dr Mitch Loan To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, in accordance with Article 7.2 of the Constitution and for all other purposes, Dr Mitch Loan retires by rotation and, being eligible and offering himself for re-election, is re-elected as a Director as described in the Explanatory Statement." 3 Resolution 3 – Election of Director – Mr Wayne Bramwell To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, in accordance with Article 7.6(c) of the Constitution and for all other purposes, Mr Wayne Bramwell, a Director who was appointed on 8 August 2024, retires and, being eligible, is elected as a Director as described in the Explanatory Statement." 2 4 Resolution 4 – Approval of the Additional 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 Equity Securities under the Additional 10% Placement Capacity as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution if, at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the Additional 10% Placement Capacity, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the Additional 10% Placement Capacity (except a benefit solely by reason of being a holder of Shares) or any associate of those persons. 5 Resolution 5 – Approval of the issue of Incentive Options to Mr Wayne Bramwell To consider and, if thought fit, to pass, with or without amendment, the following resolution each as an ordinary resolution: "That, subject to Resolution 3 being passed, in accordance Listing Rule 10.14, Shareholders approve the issue of up to 4,500,0000 Incentive Options to Mr Wayne Bramwell (or his nominees) under the Plan as described in the Explanatory Statement.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in any employee incentive scheme of the Company or any of their respective associates. Voting prohibition: 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 this Resolution 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 the Resolution. 3 Voting exclusions and exceptions Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable). Resolution Exceptions 1 and 5 A person (voter) described in the voting prohibition may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in the voting exclusion and either: 4 and 5 (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the 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 the Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The voting exclusion does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, 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 on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Voting entitlements The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 5:00pm (AWST) on Monday, 25 November 2024. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Voting instructions (a) Votes at the Meeting may be given personally or by proxy, attorney or representative. (b) A proxy need not be a Shareholder of the Company. (c) The Proxy Form sent with this Notice should be used for the Meeting. (d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that 4 each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies. (e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney. (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice. (g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative. (h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll. (i) A member of the Key Management Personnel (which includes each Director) will not be able to vote as proxy on Resolutions 1 or 5 unless the Shareholder directs it how to vote or, in the case of the Chair, unless the Shareholder expressly authorises the Chair to do so. (j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair) as its proxy, the Shareholder should ensure that it directs the member of the Key Management Personnel how to vote on Resolutions 1 or 5. (k) If a Shareholder intends to appoint the Chair as its proxy for Resolutions 1 or 5, the Shareholder can direct the Chair how to vote by marking one of the boxes for Resolutions 1 or 5 (e.g. if the Shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If a Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolutions 1 or 5 even though it is connected to the remuneration of a member of the Key Management Personnel. (l) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company's share registry, Computershare: (i) by post to GPO Box 242, Melbourne VIC 3001; (ii) online by visiting www.investorvote.com.au; or (iii) by email to info@od6metals.com.au, so that they are received no later than 48 hours before the commencement of the Meeting. (m) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. (n) If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 and 5 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. 5 Document components This document includes this Notice and the accompanying Explanatory Statement and Proxy Form. Authorisation By order of the Board. Joel Ives Company Secretary 18 October 2024 6 Explanatory Statement This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions. The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory Statement contains the terms and conditions on which the Resolutions will be voted. The Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions: A Proxy Form is located at the end of the Explanatory Statement. 1 General In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting. The Notice can be viewed online and downloaded via: 2 (a) the Company’s website at https://www.od6metals.com.au/investors/asx-announcements/; (b) the Company’s ASX platform at https://www.asx.com.au/markets/company/OD6; or (c) if the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2024. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at www.od6metals.com.au; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the preparation and content of the Auditor's Report; (b) the conduct of the audit; 7 (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. 3 Resolution 1 – Remuneration Report 3.1 Overview Subsection 250R(2) of 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 Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. 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. 3.2 Voting consequences In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. 3.3 Previous voting results The Company's Remuneration Report did not receive a Strike at the 2023 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2025 annual general meeting, this may result in the re-election of the Board. 3.4 Board recommendation The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report. Resolution 1 is an ordinary resolution. The Board encourages Shareholders to vote on the adoption of the Remuneration Report. 8 4 Resolution 2 – Election of Director – Dr 4.1 General Article 7.2(b) of the Constitution requires that there is an election of Directors at each annual general meeting of the Company. If no person or Director is standing for election or re-election in accordance with other Articles of the Constitution, Article 7.2(b)(iv) provides that that any director who wishes to may retire and stand for re-election. Otherwise, the person who has been a Director the longest without re-election must retire and stand for re-election. If 2 or more Directors have been a Director the longest and an equal time without re-election, then in default of agreement, the Director to retire will be determined by ballot. Dr Mitch Loan was elected as a non-executive Director on 26 October 2022 and has held office equal longest since being last elected. Accordingly, Dr Loan retires by rotation at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2. Resolution 2 is an ordinary resolution. 4.2 Dr Mitch Loan Dr Loan is a mining executive with over 20 years of experience in operational, commercial, strategy, stakeholder management, governance, technical and corporate development across the minerals industry. Dr Loan is currently the Global Director of Strategy and Business Development of Alcoa of Australia. Dr Loan has not held directorships with any other listed companies in the past 3 years. Dr Loan has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. Dr Loan is considered to be an independent Director. 4.3 Board recommendation The Board (excluding Dr Loan who has an interest in the outcome of Resolution 2) recommends that Shareholders vote in favour of Resolution 2, due to Dr Loan’s extensive experience which is relevant to the Company’s phase of growth, strong leadership and focus on delivering shareholder returns. 5 Resolution 2 – Election of Director – Dr 5.1 General Article 7.6(a) of the Constitution allows the Board to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to Article 7.6(c) of the Constitution, any Director so appointed holds office until the conclusion of the next annual general meeting of the Company but is eligible for election by Shareholders at that meeting. Mr Wayne Bramwell was appointed as a Non-Executive Director of the Company on 8 August 2024. Mr Bramwell resigns as a Director at the Meeting, and being eligible, seeks approval to be re-elected as a Director pursuant to Resolution 3. Resolution 3 is an ordinary resolution. 9 5.2 Mr Wayne Bramwell Mr Bramwell is an experienced mining executive with a background in metallurgy and mineral economics. Mr Bramwell has considerable project, corporate and M&A expertise across precious and base metals companies spanning nearly three decades. He holds a Bachelor of Science in Extractive Metallurgy, a Graduate Diploma in Business, a Master of Science in Mineral Economics and is a graduate of the Australia Institute of Company Directors. Mr Bramwell is currently the Managing Director of ASX and TSX listed gold producer Westgold Resources Ltd (ASX: WGX, TSX: WGX) and previously the Group Business Manager at the Creasy Group. Mr Bramwell has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. Mr Bramwell is considered to be an independent Director. 5.3 Board recommendation The Board (excluding Mr Bramwell who has an interest in the outcome of Resolution 3) recommends that Shareholders vote in favour of Resolution 3, due to Mr Bramwell’s extensive experience which is relevant to the Company’s phase of growth, strong leadership and focus on delivering shareholder returns. 6 Resolution 4 – Approval of the Additional 10% Placement Capacity 6.1 General Listing Rule 7.1A provides that an 'eligible entity' may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital at the time of issue calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 (Additional 10% Placement Capacity) without using that company's existing 15% annual placement capacity under Listing Rule 7.1 and without requiring further shareholder approval prior to the issue. The Company is seeking approval under Resolution 4 to have the flexibility to issue additional Equity Securities under the Additional 10% Placement Capacity. As at the date of this Notice, no decision has been made by the Company to undertake any issue of Equity Securities under the Additional 10% Placement Capacity if Shareholders approve this Resolution. Resolution 4 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the Additional 10% Placement Capacity during the Additional 10% Placement Period (refer to section 6.3(a) below). The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. If Resolution 4 is passed, the Company will effectively be able to issue equity securities up to a combined annual placement capacity of 25% under Listing Rules 7.1 and 7.1A (subject to certain restrictions) without necessarily requiring prior Shareholder approval. If Resolution 4 is not passed, the Company will not be able to access the Additional 10% Placement Capacity to issue equity securities without Shareholder approval. This means the Company will only have access to the 15% annual placement capacity for issuing equity securities without necessarily requiring prior Shareholder approval under Listing Rule 7.1. The Board recommends that Shareholders vote in favour of Resolution 4. 10 6.2 Listing Rule 7.1A (a) Eligible Entity Under the Listing Rules, an 'eligible entity' is an entity which, as at the date of the relevant resolution, is not included in the S&P/ASX300 Index and has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) equal to or less than $300 million. The Company has a market capitalisation of $4,890,266 and is currently an 'eligible entity'. (b) Special resolution Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). (c) Type of Securities which may be issued Any Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the company. As at the date of the Notice, the Company has on issue one quoted class of Equity Securities; Shares (ASX:OD6). (d) Interaction with Listing Rule 7.1 The Additional 10% Placement Capacity under Listing Rule 7.1A is in addition to the Company's 15% placement capacity under Listing Rule 7.1. Therefore, approval of this Resolution will enable the Company to issue Equity Securities under Listing Rule 7.1A without using its placement capacity under Listing Rule 7.1. (e) Effect of Resolution 4 The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the Additional 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1. 6.3 Information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the Additional 10% Placement Capacity: (a) Effective period Shareholder approval of the Additional 10% Placement Capacity is valid from the date of the Meeting and expires on the earlier of: (i) the date that is 12 months after the Meeting; (ii) the time and date of the Company's next annual general meeting; and (iii) the date that Shareholders approve a transaction under Listing Rule 11.1.2 (significant change to nature or scale of activities) or 11.2 (change involving main undertaking), (Additional 10% Placement Period). 11 (b) Minimum issue price The issue price of Equity Securities issued under the Additional 10% Placement Capacity must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the issue price is agreed for Equity Securities; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued, (Minimum Issue Price). The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity. (c) Purpose of issue The Company may only issue Equity Securities under the Additional 10% Placement Capacity for cash consideration, which it may do to fund any one or more of the following: (i) general working capital expenses; (ii) activities associated with its current assets, including exploration expenditure on the Company’s projects; (iii) repayment of debt; and (iv) acquisition and investment in new assets (including associated expenses). The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity. (d) Economic and voting dilution risks If Equity Securities are issued under the Additional 10% Placement Capacity, there is a risk of economic and voting dilution of Shareholders, including: (i) the market price for Equity Securities in the class of securities issued under the Additional 10% Placement Capacity may be significantly lower on the issue date than on the date of approval under Listing Rule7.1A (i.e. the date of the Meeting); and (ii) the Equity Securities may be issued under the Additional 10% Placement Capacity at a discount to the market price for those Equity Securities on the issue date, which may have an effect on the amount of funds raised from the issue of the Equity Securities. The table below illustrates: (i) the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable 'A' calculated in accordance with the formula