Rincon Resources : Notice of General Meeting/Proxy Form

About this update from Rincon Resources Ltd.

For personal use only RINCON RESOURCES LIMITED ACN 628 003 538 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME : 10:00am (WST) DATE : 22 June 2022 PLACE : Unit 8 1200 Hay Street WEST PERTH WA 6005 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 professional advisers prior to voting. 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 Shareholders at 5:00pm (WST) on 20 June 2022. For personal use only B US I N E S S O F T HE M E E TI N G AGENDA 1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF ADVISOR OPTIONS 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 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 Options on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement applies to this Resolution. Please see below. 2. RESOLUTION 2 - APPROVAL TO ISSUE PERFORMANCE OPTIONS 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 Company to issue up to 2,500,000 Options on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement applies to this Resolution. Please see below. 3. RESOLUTION 3 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - BLAIR SERGEANT To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : "That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Mr Blair Sergeant (or his nominee) on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 4. RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - GARY HARVEY To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : "That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Gary Harvey (or his nominee) on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 4881-04/2951534_4 2 For personal use only 5. RESOLUTION 5 - ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTY - CAROLINE KEATS To consider and, if thought fit, to pass, the following resolution as an ordinary resolution : "That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,000,000 Performance Rights to Ms Caroline Keats (or her nominee) on the terms and conditions set out in the Explanatory Statement." A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. Dated: 20 May 2022 By order of the Board Victor Goh Company Secretary Rincon Resources Limited 4881-04/2951534_4 3 For personal use only Voting Prohibition Statements Resolution 3 - Issue of In accordance with section 224 of the Corporations Act, a vote on this Performance Rights to Resolution must not be cast (in any capacity) by or on behalf of a related Related Party party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 3 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 3 Excluded Party. 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: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 4 - Issue of In accordance with section 224 of the Corporations Act, a vote on this Performance Rights to Resolution must not be cast (in any capacity) by or on behalf of a related Related Party party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 4 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 4 Excluded Party. 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: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 4881-04/2951534_4 4 use only Resolution 5 - Issue of Performance Rights to Related Party In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 5 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party. 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: the proxy is either: a member of the Key Management Personnel; or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if: the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. For personal Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons: Resolution 1 - Ratification A person who participated in the issue or is a counterparty to the of prior issue of Advisor agreement being approved (namely Prenzler) or an associate of that Options person or those persons. Resolution 2 - Approval to A person who is expected to participate in, or who will obtain a material issue Performance Options benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Prenzler) or an associate of that person (or those persons). Resolution 3 - Issue of Mr Blair Sergeant (or his nominee) and any other person who will obtain a Performance Rights to material benefit as a result of the issue of the securities (except a benefit Related Party - Blair solely by reason of being a holder of ordinary securities in the Company) Sergeant or an associate of that person or those persons. Resolution 4 - Issue of Mr Gary Harvey (or his nominee) and any other person who will obtain a Performance Rights to material benefit as a result of the issue of the securities (except a benefit Related Party - Gary solely by reason of being a holder of ordinary securities in the Company) Harvey or an associate of that person or those persons. Resolution 5 - Issue of Ms Caroline Keats (or her nominee) and any other person who will obtain Performance Rights to a material benefit as a result of the issue of the securities (except a Related Party - Caroline benefit solely by reason of being a holder of ordinary securities in the Keats Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or 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 holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: 4881-04/2951534_4 5 This is an excerpt of the original content. To continue reading it, access the original document here .

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