Delecta : Notice of General Meeting / Proxy Form

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DELECTA LIMITED

ACN 009 147 924

Building 41

9-45 Ashley Street

Braybrook

Victoria 3019

Phone: [phone]

13 June 2022

Dear Shareholders,

2022 EXTRAORDINARY GENERAL MEETING

An extraordinary meeting of the shareholders of Delecta Ltd (Company) is scheduled to be held in Perth, Western Australia on Tuesday, 12 July 2022 at 9:00am (WST) (Meeting).

The Company is continuing to monitor the impact of the COVID-19 virus in Western Australia and following guidance from the Federal and State Governments. Having considered the current circumstances, at this stage the Directors have made the decision that a physical meeting will be held. Accordingly, Shareholders will be able to attend the Meeting in person.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the Meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders questions. However, questions may also be raised during the Meeting.

In accordance with new provisions under the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy.

A copy of the Meeting documents can be viewed and downloaded online as follows:

• On the Company's website at: www.delecta.com.au
• On the Company's ASX market announcements page (ASX: DLC)

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.

In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.advancedshare.com.au and log in with your unique shareholder identification number and postcode (or country for overseas residents), which you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the "Vote" tab.

If you are unable to access the Notice of Meeting and Explanatory Statement online please contact the Company Secretary, John Burness, on [phone] or via email at [e-mail].

The Company will notify Shareholders via the Company's website at www.delecta.com.au and the Company's ASX Announcement Platform at asx.com.au (ASX: DLC) if changing circumstances impact the planning or arrangements for the Meeting.

This announcement is authorised for market release by Delecta Ltd Managing Director.

Sincerely

Malcolm Day

Managing Director

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DELECTA LIMITED

(TO BE RENAMED 'MOAB MINERALS LIMITED') ACN 009 147 924

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	9:00am (WST)
DATE:	12 July 2022
PLACE:	Level 3, 101 St Georges Terrace, Perth, Western Australia, 6000

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.

Independent Expert's Report: Shareholders should refer to the Independent Expert's Report prepared for the purposes of the Shareholder approval being sought under ASX Listing Rule

10.1 in respect of Resolution 1. The Independent Expert's Report comments on the fairness and reasonableness of the disposal the subject of Resolution 1 to the non-associated Shareholders. The Independent Expert has determined the disposal the subject of Resolution 1 is not fair but reasonable to the non-associated Shareholders.

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 9:00am (WST) on 10 July 2022.

ASX and ASIC take no responsibility for the contents of this Notice of Meeting.

For personal use only

B USINESS O F THE MEETING

AGENDA

1. RESOLUTION 1 - DISPOSAL OF MAIN UNDERTAKING TO RELATED PARTY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of the Essential Resolutions, purposes of section 195(4) and section 208 of the Corporations Act of ASX Listing Rule 10.1, 11.2 and for all other purposes, approval is given for the sale by the Company of 100% of the issued share capital of Calvista Australia and Calvista NZ to Calvista Holdings, on the terms and conditions set out in the Explanatory Statement."

Short Explanation: The Company has entered into the Disposal Agreement pursuant to which the Company has agreed to dispose of its wholesale business undertaken by Calvista Australia and Calvista NZ to Calvista Holdings. Mr Malcolm Day is a director of and holds one-third of the shares on issue in, Calvista Holdings and is a Director and substantial shareholder of the Company. Calvista Holdings is deemed a related party and a substantial shareholder by virtue of ASX Listing Rule 10.1.1 and 10.1.3. Accordingly, the Company seeks Shareholder approval for the Acquisition in accordance with Listing Rule 10.1.

Independent Expert's Report:

Shareholders should carefully consider the Independent Expert's Report included with this Notice of Meeting, prepared by the Independent Expert for the purposes of the Shareholder approval required under ASX Listing Rule 10.1. The Independent Expert's Report comments on the fairness and reasonableness of the transaction the subject of this Resolution to the non-associated Shareholders in the Company. The Independent Expert has determined the grant of the Security as part of the Disposal is not fair but reasonable to the non-associated Shareholders.

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

2. RESOLUTION 2 - CHANGE TO NATURE AND SCALE OF ACTIVITIES - ACQUISITION AND DISPOSAL

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of the Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities resulting from completion of the Transactions, as described in the Explanatory Statement."

Short Explanation: The Company has entered into the Acquisition Agreement pursuant to which the Company has agreed to acquire, and the Nabberu shareholders have agreed to sell, 100% of the issued capital of Nabberu. The Company has entered into the Disposal Agreement pursuant to which the Company has agreed to dispose of its wholesale business undertaken by Calvista Australia and Calvista NZ to Calvista Holdings. If successful, the Transactions will result in the Company changing the nature and scale of its activities. ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the nature or scale of its activities. In addition, ASX has also advised the Company that it will also be required to re-comply with the

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requirements of Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. Please refer to the Explanatory Statement for further details.

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 - CONSOLIDATION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, from the effective date of 12 July 2022, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that every two and a half (2.5) Shares be consolidated into one (1) Share (Consolidation) and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction down to the nearest whole Share (as the case may be)."

4. RESOLUTION 4 - ISSUE OF CONSIDERATION SECURITIES TO NABBERU SHAREHOLDERS IN CONSIDERATION FOR ACQUISITION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 45,000,000 Consideration Shares and 30,000,000 Consideration Options (on a post-Consolidation basis) to the Nabberu shareholders (or their nominee/s) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Refer below.

5. RESOLUTION 5 - PUBLIC OFFER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 200,000,000 Shares (on a post- Consolidation basis) at an issue price of $0.02 per Share on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 - APPROVAL TO ISSUE OPTIONS - CORAL BROOK PTY LTD

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 20,000,000 Options (on a post- Consolidation basis) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

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7. RESOLUTION 7 - APPROVAL TO ISSUE LEAD MANAGER OPTIONS TO CPS 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 Company to issue up to 20,000,000 Options (on a post- Consolidation basis) to CPS Capital Pty Ltd (or it/s nominee/s) in consideration for services provided in connection with the Public Offer, on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 8 - APPROVAL TO ISSUE DIRECTOR INCENTIVE OPTIONS - MALCOLM DAY

To consider and, if thought fit, to pass, with or without amendment, 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 up to 6,000,000 Options (on a post-Consolidation basis), to Malcolm Day (or his nominee/s) 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.

9. RESOLUTION 9 - APPROVAL TO ISSUE DIRECTOR INCENTIVE OPTIONS - BRYAN HUGHES

To consider and, if thought fit, to pass, with or without amendment, 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 up to 4,000,000 Options (on a post-Consolidation basis) to Bryan Hughes (or his nominee/s) 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.

10. RESOLUTION 10 - APPROVAL TO ISSUE DIRECTOR INCENTIVE OPTIONS - DAVID WHEELER

To consider and, if thought fit, to pass, with or without amendment, 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 up to 4,000,000 Options (on a post-Consolidation basis) to David Wheeler (or his nominee/s) 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.

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