Astron LimitedASX: ATR

Notice of Extraordinary General Meeting/Proxy Form

· Issued by Astron Limited

For personal use *I00000105*only

16 February 2022

Dear Securityholder

Extraordinary General Meeting: Issue of Convertible Notes

I have pleasure in inviting you to attend an Extraordinary General (EGM) Meeting of Astron Corporation Limited (the Company), ASX: ATR, and have enclosed the Notice of Meeting and Explanatory Memorandum setting out the items of business. The Meeting will be held on 7 March 2022 commencing at 4:00 PM (Australian Eastern Daylight Time). Due to COVID-19 restrictions, this will be a virtual meeting.

The purpose of the Meeting is to authorise the issue of Convertible Notes (Notes) to Collins Street Asset Management Pty Ltd in its capacity as trustee of the Collins St Value Fund to raise the principal amount of A$5 million, plus A$1 million, by the issue of supplementary notes, to pay interest at 10% pa capitalised in advance on the Notes. The principal amount will be used in development of the Donald Mineral Sands and Rare Earths Project, located in regional Victoria.

The funds will be used to advance the definitive feasibility study (DFS) of the Project, including feasibility level engineering design of the work site and process plant, and additional exploration drilling. This is expected to lead to a refined resource model and ore reserves and be followed by continuing environmental studies and regulatory engagement. The DFS completion is planned for the second half of 2022.

The Notes have a term of two years and are convertible into ordinary shares of the Company at A$0.54 per share. The Notes carry a 10% p.a. coupon which is capitalised upfront to the loan balance. The main terms governing the issue of the Notes are set out in the Explanatory Memorandum which accompanies the Notice of Meeting.

Collins Street Asset Management is an Australian wholesale investment management company with an orientation to value-based investment. Founded by Michael Goldberg and Vas Piperoglou, the Collins Street Value Fund is a concentrated portfolio of their team's highest conviction ideas.

The Notice of Meeting is also available on the Company's website. All resolutions for the EGM will be decided via a poll. The poll will be conducted based on votes submitted by proxy, together with any votes cast at the EGM.

The following Procedures for Voting provides details on the voting arrangements available for shareholders.

I look forward to your attendance at the Company's Extraordinary General Meeting.

George Lloyd

Chairman

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Procedures for Voting

The Company strongly encourages shareholders to vote using the voting instruction form for the purposes of the EGM. A personalised Voting Instruction Form is attached to this letter when dispatched by the Company's Registry. Shareholders who have elected to receive notices from the Company in electronic format will receive an email directly from the Computershare Registry. Shareholders can update their email addresses and communication preferences via the Registry (www.investorcentre.com/contact).

The Company also encourages shareholders to lodge their proxy votes online via the Registry (www.investorvote.com.au) using the holding details (SRN or HIN) that will be available on the personalised Voting Instruction Form dispatched by the Registry.

There are a number of ways in which you may vote at the Meeting, depending on whether you hold Shares in the Company or CDIs.

If you hold Shares, you may attend and vote at the Extraordinary General Meeting in person or by your authorised corporate representative or appoint someone as your proxy to attend and vote at the Meeting on your behalf.

If you hold CDIs you may instruct CHESS Depository Nominees Pty Ltd (CDN) as the legal holder of Shares in the Company underlying the CDIs how you wish to vote by way of completing the enclosed Voting Instruction Form.

Alternatively, you may convert your holding in CDIs to a holding of Shares and vote these at the Extraordinary General Meeting. You must ensure the conversion is completed before the record date for the Meeting. If you do so, if you subsequently wish to sell your Shares on ASX, the Shares must first be converted back to CDIs.

If you are attending this Extraordinary General Meeting virtually, please follow the instructions to facilitate your registration.

If you are unable to attend the Meeting, you are encouraged to complete the enclosed Voting Instruction Form. If you are a CDI holder and you wish to direct CDN how to vote in respect of your CDIs you should read, complete, date and sign the accompanying CDI Voting Instruction Form. The Voting Instruction Form should be returned in the envelope provided or sent or faxed to the Company's share registrar, Computershare Investor Services Pty Limited at GPO Box 242 Melbourne, Victoria 3001 Australia, on 1800 783 447 (within Australia) / +61 3 9473 2555 so that it is received by 7:00 PM (Australian Eastern Daylight Time) on 2 March 2022.

Alternatively, if you are a shareholder and wish to vote by proxy, a proxy form (and any power of attorney or other authority under which it is signed, or a certified copy of it) must be deposited with Computershare Hong Kong Investor Services Ltd at Hopewell Centre, 17M Floor, 183 Queen's Road East, Wan Chai, Hong Kong so that it is received by 1:00 PM (Hong Kong Time) on 5 March 2022.

Corporate shareholders will be required to complete a "Certificate of Appointment of Representative" to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company's share registrar.

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Astron Corporation Limited ARBN 154 924 553 (incorporated in Hong Kong, company number 1687414)

Notice of Extraordinary General Meeting and Explanatory Memorandum

Date of Meeting:

7 March 2022

Time of Meeting:

4:00 PM AEDT

Virtual meeting link:https://tinyurl.com/2zkffebk

You may pre-register for the virtual meeting. Pre-registration is at: https://tinyurl.com/5p7nwjrb

This is an important document. Please read it carefully.

If you are unable to attend the Extraordinary General Meeting (Meeting), please complete the voting instruction form enclosed and return it in accordance with the instructions set out on that form.

Each Resolution to be put to the Meeting will be decided by poll vote, as a combination of proxy votes lodged, together with any votes cast in person at the meeting. Accordingly, Securityholders are encouraged to lodge their votes online via the Company's Registry (www.investorvote.com.au) or via the voting instruction form supplied.

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Notice of Extraordinary General Meeting

Astron Corporation Limited

Notice is hereby given that the Extraordinary General Meeting (Meeting) of the Securityholders of Astron Corporation Limited ARBN 154 924 553 (Company) will be held on 7 March 2022 at 4:00 PM (AEDT) virtually by webinar at https://tinyurl.com/2zkffebk. Alternatively, if you are unable to access the webinar but wish to attend by telephone, please email the Australian Company Secretary (joshua.theunissen@astronlimited.com) to arrange dial in details.

Terms used in this Notice of Meeting are defined in section 4 of the accompanying Explanatory Memorandum. The Explanatory Memorandum accompanies and forms part of this Notice of the Extraordinary General Meeting. The Explanatory Memorandum provides additional information on matters to be considered at the Meeting and should be read in its entirety.

Agenda

SPECIAL BUSINESS

1. Resolution 1: Issue convertible notes to CSVF

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That the directors of the Company be authorised to issue convertible notes to Collins Street Asset Management Pty Ltd ACN 601897 974 AFSL 468935 in its capacity as the trustee of the Collins Street Value Fund ABN 72 216 927 424 (CSVF) with an issue amount of A$6 million (comprising A$5 million in the principal issue amount and A$1 million by the issue of supplementary notes to pay interest of 10% p.a., capitalised in advance) which convert into ordinary Securities in the capital of the Company in an amount equal to the face value divided by A$0.54, with a term of 2 years, where such authority is provided for the purposes of the Hong Kong Companies Ordinance, ASX listing rule 7.1, and all other purposes."

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 1 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 Equity Securities under this Resolution 1 (except a benefit solely by reason of being a holder of Securities if this Resolution 1 is passed); and
  • an associate of that person.

However, this does not apply to a vote cast in favour of this Resolution 1 by:

  • a person as a 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 of the meeting 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 holder 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 holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2: Issue of shares on conversion of convertible note

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That, subject to Resolution 1 being passed, the directors of the Company be authorised to issue shares on the exercise of rights of conversion under the convertible notes referred to in Resolution 1 where such authority is provided for the purposes of the Hong Kong Companies Ordinance and all other purposes."

Voting exclusion statement

The Company will disregard any votes cast in favour of this 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 Equity Securities under this Resolution 2 (except a benefit solely by reason of being a holder of Securities if this Resolution 2 is passed); and
  • an associate of that person.

However, this does not apply to a vote cast in favour of this Resolution 2 by:

  • a person as a 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 of the meeting 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 holder 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 holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
    • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Voting process for CDI holders

Computershare Investor Services Pty Limited (Computershare AU), on behalf of CDN, will provide CDI holders a CDI Voting Instruction Form along with this Notice of Meeting and Explanatory Memorandum and the other proxy solicitation materials. By completing, signing and returning the CDI Voting Instruction Form, CDI holders may instruct CDN to vote on their behalf in accordance with their written directions. Where a CDI holder executes the CDI Voting Instruction Form under a power of attorney, the power of attorney or other authority under which it is signed, or a certified copy of it, must be provided with the CDI Voting Instruction Form.

Computershare AU has agreed to collect and process Voting Instruction Forms from CDI holders. Computershare AU must receive your CDI Voting Instruction Form, completed and returned in accordance with the instructions provided on the form, by 7:00 PM (Australian Eastern Daylight Time) on 2 March 2022. This will give CDN enough time to tabulate all voting instructions provided by holders of CDIs and to vote the shares underlying the CDIs.

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