Canyon Resources : Notice of General Meeting/Proxy Form

For personal use only

Canyon Resources Limited

ABN 13 140 087 261

NOTICE OF GENERAL MEETING

AND EXPLANATORY

MEMORANDUM TO

SHAREHOLDERS

Date of Meeting

Wednesday, 10 August 2022

Time of Meeting

10.00am (AWST) Place of Meeting

QV1 Conference Centre

Level 2, 250 St Georges Terrace, Perth, Western Australia

A Proxy Form is enclosed or has otherwise been provided to you

Please read this Notice and Explanatory Memorandum carefully.

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For personal use only

If you are unable to attend the General Meeting please complete and return the Proxy Form in accordance with the specified directions.

CANYON RESOURCES LIMITED

ABN 13 140 087 261

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Canyon Resources Limited ABN 13 140 087 261 will be held at QV1 Conference Centre, Level 2, 250 St Georges Terrace, Perth, WA on 10 August 2022 at 10.00am (AWST) for the purpose of transacting the following business referred to in this Notice of General Meeting.

The Company and the Board are aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. The Board has made the decision that it will hold a physical Meeting with any appropriate social gathering and physical distancing measures in place to comply with State and Federal Government restrictions for physical gatherings.

The Company will update Shareholders if changing circumstances will impact the planning or arrangements for the General Meeting by way of announcement on ASX and the details will also be made available on our website at www.canyonresources.com.au.

AGENDA

1 Resolution 1 - Ratification of issue of Shares to unrelated placees under Tranche 1 of Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 104,636,355 Shares (at an issue price of $0.045 each) on 28 June 2022 to unrelated placees on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. a person who participated in the issue or is a counterparty to the agreement being approved; or
2. an Associate of those persons.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. 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 - Proposed Issue of New Options to unrelated placees under Tranche 2 of Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of 104,636,355 New Options at an exercise price of $0.07 per Option and an expiry date

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two years after the date of issue to unrelated placees on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. a 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 holder of ordinary securities in the Company); or
2. an Associate of those persons.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3 Resolution 3 - Proposed issue of Shares under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr Peter Su) (or his nominee(s)) To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 5,474,757 Shares at an issue price of $0.045 per Share to Mr Peter Su, Director of the Company (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or his nominee; or
2. an Associate of that person.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4 Resolution 4 - Proposed issue of Shares under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr David Netherway) (or his nominee(s))

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

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"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 555,555 Shares at an issue price of $0.045 per Share to Mr David Netherway, Director (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or his nominee; or
2. an Associate of that person.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5 Resolution 5 - Proposed issue of Shares under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr Steven Zaninovich) (or his nominee(s))

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 444,444 Shares at an issue price of $0.045 per Share to Mr Steven Zaninovich, Director (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or his nominee; or
2. an Associate of that person.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6 Resolution 6 - Proposed issue of New Options under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr Peter Su) (or his nominee(s))

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

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"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 5,474,757 New Options for nil consideration at an exercise price of $0.07 per New Option and an expiry date of two years after the date of issue to Mr Peter Su, Director (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or his nominee; or
2. an Associate of that person.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7 Resolution 7 - Proposed issue of New Options under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr David Netherway) (or his nominee(s))

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 555,555 New Options for nil consideration at an exercise price of $0.07 per New Option and an expiry date of two years after the date of issue to Mr David Netherway, Director (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

1. the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or his nominee; or
2. an Associate of that person.

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

1. a person as 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
2. the Chair of the General 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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