Announcement PDF ASX: OD6 General Meeting Notice Dear Shareholder, OD6 Metals Limited (the Company) will be holding a general meeting of shareholders at 9:00am (AWST) on 9 April 2025 (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 (AWST) on 7 April 2025, 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 OD6 METALS LIMITED ACN 654 839 602 NOTICE OF GENERAL MEETING Notice is given that a general meeting of the Company will be held at 9:00am (AWST) on 9 April 2025 at Level 1, 50 Kings Park Road, West Perth, Western Australia 6005 Important: This Notice is an important document that should be read in its entirety. If you are in any doubt as to how to vote or have any questions about this document, you should promptly consult your stockbroker, accountant, or other professional adviser. Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice OD6 METALS LIMITED ACN 654 839 602 NOTICE OF GENERAL MEETING Notice is given that a general meeting of OD6 Metals Limited (ACN 654 839 602) (Company) will be held at 9:00am (AWST) on 9 April 2025 at Level 1, 50 Kings Park Road, West Perth, Western Australia 6005 (Meeting). The Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form form part of the Notice. 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 7 April 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. AGENDA Resolution 1 – Approval to issue Placement Options to Placement Participants To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 12,277,778 Placement Options under the Placement 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 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 Shareholder) or any of their respective associates. Resolutions 2(a) and (b) – Ratification of agreement to issue Placement Shares to Placement Participants To consider and, if thought fit, to pass, with or without amendment, the following resolutions, each as a separate ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to ratify the issue of or agreement to issue 24,555,555 Shares at $0.045 each to raise $1,105,000 on or around 19 February 2025 under the Placement as follows: (a) 11,686,538 Shares under Listing Rule 7.1; and (b) 12,869,017 Shares under Listing Rule 7.1A, as described in the Explanatory Statement." Voting exclusion: The Company will disregard any votes cast in favour of Resolutions 2(a) and 2(b) by or on behalf of any person who participated in the agreement to issue of 1 Shares under the Placement (or any of their respective associates), subject to any applicable exception described below. Resolution 3 – Approval to issue Placement Securities to Directors To consider and, if thought fit, to pass, with or without amendment, the following resolution each as a separate ordinary resolution: "That, pursuant to and in accordance Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of Placement Shares and Placement Options to Directors (or their nominees) as follows: (a) up to 555,556 Placement Shares and up to 277,778 Placement Options to Dr Holden (or his nominee); (b) up to 555,556 Placement Shares and up to 277,778 Placement Options to Mr Hazelden (or his nominee); and (c) up to 333,333 Placement Shares and up to 166,667 Placement Options to Mr Loan (or his nominee), as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of: (a) Resolution 3(a) by or on behalf of Dr Holden (and his nominees), or any of their respective associates; (b) Resolution 3(b) by or on behalf of Mr Hazelden (and his nominees), or any of their respective associates; and (c) Resolution 3(c) by or on behalf of Mr Loan (and his nominees), or any of their respective associates. Resolution 4 – Approval to issue Advisor Options to Lead Manager 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 issue of 3,000,000 Advisor Options to the Lead Manager (or its nominees) as partial consideration for lead manager services with respect to the Placement, 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 the Lead Manager (and/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 Advisor Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates, subject to any applicable exception described below. Resolution 5 – Approval to issue Advisor Options to Yelverton Capital 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 issue of 5,000,000 Advisor Options to Yelverton Capital (or its nominees) as partial consideration for corporate advisory services to be provided to the Company, as described in the Explanatory Statement.” 2 Voting exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Yelverton Capital (and/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 Advisor Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates, subject to any applicable exception described below. Resolution 6 – Ratification of prior issue of Completion Consideration Shares To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 to Mr Jonathan Downes (or his nominees) 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 Mr Jonathan Downes (or his nominees) and any of their respective associates, subject to any applicable exception described below. Voting exclusions and exceptions If a voting exclusion or prohibition applies to a Resolution above then it is referenced immediately below the Resolution. The following exceptions apply to such voting exclusions and prohibitions (as applicable): Resolution Exclusions and exceptions 1 to 6 The voting exclusion does not apply to a vote cast in favour of the Resolution by: • 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; • 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 • a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: − 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 − the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. 3 Proxies (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 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) 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. (j) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. Document components This document includes this Notice and the accompanying Explanatory Statement and Proxy Form. 4 Authorisation By order of the Board. Joel Ives Company Secretary 4 March 2025 5 OD6 METALS LIMITED ACN 654 839 602 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 on which the Resolutions will be voted. 1 Access to Notice 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: (a) the Company’s website at https://www.od6metals.com.au/investors/asxannouncements/; (b) the Company’s ASX platform at www.asx.com.au/asx/share-priceresearch/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. 2 Resolution 1 – Approval to issue Placement Options to Placement Participants 2.1 Background On 12 February 2025, the Company announced that it had received binding commitments for a placement to raise approximately $1.17 million before costs (Placement) by the issue of Shares at $0.045 each (Placement Shares). The Company also agreed to issue, subject to Shareholder approval, one (1) free-attaching unquoted option exercisable at $0.065 per Share and expiring 3 years from the issued date (and otherwise on the terms set out in Schedule 1, for every two (2) Shares subscribed for under the Placement (Placement Options). On 19 February 2025, the Company issued a total of 24,555,555 Placement Shares to unrelated sophisticated and professional investors (Placement Participants) using the Company's placement capacity under Listing Rules 7.1 and 7.1A to raise $1.105 million (before costs) as follows: • 12,869,017 Placement Shares were issued using the Company's placement capacity under Listing Rules 7.1 (which it is seeking to ratify pursuant to Resolution 1(a)); and 6 • 11,686,538 Placement Shares were issued using the Company's additional placement capacity under Listing Rule 7.1A (which it is seeking to ratify pursuant to Resolution 1(b)). In addition to the Placement Shares issued to the Placement Participants, the Company has agreed to issue a total of 1,444,445 to certain Directors of the Company to raise a further $65,000 (before costs), subject to shareholder approval (being the subject of the Resolutions which form Resolution 3). Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to issue up to 12,277,778 Placement Options to the Placement Participants. Resolution 1 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 1. 2.2 Listing Rule 7.1 Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of Listing Rule 7.1 and 7.1A. The issue of the Placement Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1. The effect of Resolution 1 will be to allow the Company to issue 12,277,778 Placement Options to the Placement Participants during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity under Listing Rule 7.1. If Resolution 1 is not passed, the Company will not be able to proceed to issue the 12,277,778 Placement Options. 2.3 Specific 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 the proposed issue of the Placement Options: (a) the Placement Options will be issued to Placement Participants, none of whom will be a related party of the Company. Investors were selected by the Company in consultation with the Company’s lead manager, JP Equity Holdings Pty Ltd. No Placement Participants are considered to be “material investors” for the purposes of ASX Guidance Note 21, paragraphs 7.2 to 7.4; (b) a maximum of 12,277,778 Placement Options are to be issued; (c) the Placement Options will be exercisable at $0.065 each on or before the date that is 3 years after the issue date and will otherwise be issued on the terms and conditions set out in Schedule 1; (d) the 12,277,778 Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules); 7 (e) the Placement Options are free-attaching to the Placement Shares issued and therefore will be issued at an issue price of nil; (f) no funds will be raised from the issue of the Placement Options as they are freeattaching to the Placement Shares; and (g) the material terms on which the Placement Options will be issued are set out in section 2.1; and (h) a voting exclusion statement is included in the Notice. 3 Resolutions 2(a) and (b) – Ratification of agreement to issue Placement Shares to Placement Participants 3.1 Background As set out in section 2.1 above, on 19 February 2025: • 12,869,017 Placement Shares were issued using the Company's placement capacity under Listing Rules 7.1 (which the Company is seeking to ratify pursuant to Resolution 2(a)); and • 11,686,538 Placement Shares were issued using the Company's additional placement capacity under Listing Rule 7.1A (which the Company is seeking to ratify pursuant to Resolution 2(b)). Resolutions 2(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of or agreement to issue the Placement Shares. Resolutions 2(a) and (b) are ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolutions 2(a) and (b). 3.2 Listing Rules 7.1, 7.1A and 7.4 A summary of Listing Rule 7.1 is contained in section 2.2 above. Under Listing Rule 7.1A an eligible entity can seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 27 November 2024. Listing Rule 7.4 sets out an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the issue of or agreement to issue securities pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 and 7.1A. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under Listing Rules 7.1 and 7.1A. To this end, Resolutions 2(a) and (b) seek shareholder approval for the issue of or agreement to issue the Placement Shares under and for the purposes of Listing Rule 7.4. If Resolution 2(a) is passed, the issue of 12,869,017 Placement Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the 8 number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of issue of the Placement Shares (being 19 February 2025). If Resolution 2(a) is not passed, the 12,869,017 Placement Shares will be included in calculating the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares. If Resolution 2(b) is passed, the issue of 11,686,538 Placement Shares will be excluded in calculating the Company's 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of issue of the Placement Shares. If Resolution 2(b) is not passed, the 11,686,538 Placement Shares will be included in calculating the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of issue of the Placement Shares. 3.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares: (a) the Placement Shares were issued to the Placement Participants, none of whom are a related party of the Company. Investors were selected by the Company in consultation with the Company’s lead manager JP Equity Holdings Pty Ltd. No Placement Participants are considered to be “material investors” for the purposes of ASX Guidance Note 21, paragraphs 7.2 to 7.4; (b) the Company issued a total of 24,555,555 Placement Shares as follows: (i) 12,869,017 Placement Shares within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and (ii) 11,686,538 Placement Shares within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval; (c) the Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue; (d) the Placement Shares were issued on 19 February 2025; (e) a total of 24,555,555 Placement Shares were issued at $0.045 per Placement Share; (f) the proceeds from the issue of the Placement Shares will be used to advance the recently acquired Gulf Creek Copper Project, for general working capital purposes and expenses relating to the assessment of potential future opportunities; (g) the material terms on which the Placement Shares were issued are set out in section 2.1; and (h) a voting exclusion statement is included in the Notice. 9 4 Resolution 3 – Approval to issue Placement Securities to Directors 4.1 General Background to the Placement is set out in section 2.1. Directors Dr Darren Holden, Mr Brett Hazelden and Mr Mitch Loan (together, the Related Party Participants) each wish to participate in the Placement, subject to Shareholder approval being obtained. The Resolutions which form Resolution 3 seek the approval of Shareholders pursuant to Listing Rule 10.11 for the issue of up to 1,444,445 Placement Shares and 722,223 Placement Options to the Related Party Participants (or their nominees) arising from their participation in the Placement (Participation). Each of the resolutions which forms part of Resolution 3 is an ordinary resolution. The Board (other than Messrs Holden, Hazelden and Loan who have a material personal interest in the outcome of the Resolutions) recommends that Shareholders vote in favour of each of the Resolutions which form Resolution 3. 4.2 Listing Rule 10.11 Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to: (a) a related party (Listing Rule 10.11.1); (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2); (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3); (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or (e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5), unless it obtains the approval of its shareholders. The Related Party Participants are related parties of the Company by virtue of being Directors. As the Participation involves the issue of Shares to related parties of the Company, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances. Resolutions 3(a), (b) and (c) seek the required Shareholder approval to the proposed issues of Placement Shares and Placement Options to the Related Party Participants under and for the purposes of Listing Rule 10.11. 10 If Resolutions 3(a), (b) and (c) are passed the Company will be able to proceed with the issue of the Placement Shares and Placement Options to the Related Party Participants (or their respective nominees). If Resolutions 3 (a), (b) and (c) are not passed, the Company will not be able to proceed with the issue of the Placement Shares and Placement Options to the Related Party Participants (or their respective nominees) and the Company will need to return funds received from the Related Party Participants. As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Placement Shares and Placement Options to the Related Party Participants (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1. 4.3 Specific information required by Listing Rule 10.13 Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed Participation: (a) the Placement Shares and Placement Options will be issued to Directors Dr Darren Holden, Mr Brett Hazelden and Mr Mitch Loan (or their respective nominees); (b) each of the Directors is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1. In the event that the Placement Shares and Placement Options are issued to nominees of the Directors, those persons will fall into the category stipulated by Listing Rule 10.11.4; (c) the maximum number of Placement Shares and Placement Options to be issued to the Related Party Participants is 1,444,445 Placement Shares and 722,223 Placement Options in the following proportions: (i) up to 555,556 Placement Shares and up to 277,778 Placement Options to Dr Holden (or his nominee); (ii) up to 555,556 Placement Shares and up to 277,778 Placement Options to Mr Hazelden (or his nominee); and (iii) up to 333,333 Placement Shares and up to 166,667 Placement Options to Mr Loan (or his nominee). (d) the Placement 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. The Placement Options will be exercisable at $0.065 each on or before the date that is 3 years after the issue date and will otherwise be issued on the terms and conditions set out in Schedule 1; (e) the Placement Shares and Placement Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules); (f) the issue price of each Placement Share will be $0.045 per Share, being the same as all other Shares issued under the Placemen. The Placement Options are freeattaching to the Placement Shares issued and therefore will be issued at an issue price of nil; 11 (g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in section 3.3(f); (h) the proposed Participation is not intended to remunerate or incentivise the Related Party Participants; (i) the material terms on which the Placement Shares and Placement Options are to be issued are set out in section 2.1; and (j) a voting exclusion statement is included in the Notice. 5