CropLogic : Notice of General Meeting

For personal use only

CROPLOGIC LIMITED

(TO BE RENAMED 'OLYMPIO METALS LIMITED') ARBN 619 330 648

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:10:00am AWST/13:00pm AEST/15:00pm NZDT

DATE:

27 January 2022

PLACE: Level 15, 2 The Esplanade, Perth, Western Australia

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 section 89(2) of the Companies Act that the persons entitled to vote at the Meeting are those who are the registered holders of Shares in the Company at the time of the Meeting.

For personal use only

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 - CHANGE TO NATURE AND SCALE OF ACTIVITIES - PROPOSED 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 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 Proposed Acquisition, as described in the Explanatory Statement."

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

2. RESOLUTION 2 - MAJOR TRANSACTION APPROVAL

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

"That, in respect of Resolutions 1 to 10 and Resolutions 14 to 17 that are passed, for the purposes of section 129 of the Companies Act, approval is given for the Company to enter into the transactions contemplated by the resolutions that are passed."

3. RESOLUTION 3 - APPROVAL TO ISSUE CONSIDERATION SECURITIES TO ROCKTIVITY MINING (OR ITS NOMINEE/S)

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:

1. 7,500,000 Shares (on a post-Consolidation basis); and
2. 8,500,000 Options (on a post-Consolidation basis), comprising:
3. 1. 5,000,000 Options (on a post-Consolidation basis) exercisable at $0.25 each; and
   2. 3,500,000 Options (on a post-Consolidation basis) exercisable at $0.30 each,

expiring on or before the date which is 3 years from the date of issue),

to Rocktivity Mining (or its nominee/s) 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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4. RESOLUTION 4 - APPROVAL TO ISSUE ROCKTIVITY CONSIDERATION SECURITIES TO RELATED PARTY - SEAN DELANEY

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 10.11 and for all other purposes, approval is given for the Company to issue up to 590,000 of the Rocktivity Consideration Shares (on a post-Consolidation basis) and 668,667 of the Rocktivity Consideration Options (on a post-consolidation basis) to Director Sean Delaney (or his nominee) on the terms and conditions set out in the Explanatory Statement."

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

5. RESOLUTION 5 - APPROVAL TO ISSUE CONSIDERATION SECURITIES TO NORTHGATE (OR ITS NOMINEE/S)

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:

1. 5,000,000 Shares (on a post-Consolidation basis); and
2. 2,500,000 Options (on a post-Consolidation basis) exercisable at $0.25 each and expiring three years from their date of issue,

to Northgate (or its nominee/s), 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 CONVERTIBLE LOAN SHARES

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 3,000,000 Shares (on a post-Consolidation basis) to Rocktivity Mining (or its nominee/s) on the terms and conditions set out in the Explanatory Statement."

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

7. RESOLUTION 7 - DEBT TO EQUITY CONVERSION - ATLAS CAPITAL MARKETS LIMITED

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

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to convert existing debt to equity and issue 2,345,983 Shares (on a post-Consolidation basis) to Atlas

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Capital Markets Limited (or its nominee/s) 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 - DEBT TO EQUITY CONVERSION - SEED FUNDING

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

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to convert existing debt to equity and issue 764,093 Shares (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.

9. RESOLUTION 9 - ISSUE OF SHARES PURSUANT TO 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 30,000,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share on the terms and conditions set out in the Explanatory Statement."

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

10. RESOLUTION 10 - APPROVAL TO ISSUE LEAD MANAGER OPTIONS IN CONNECTION WITH THE 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 ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 3,000,000 Options (on a post-Consolidation basis) exercisable at $0.30 each on or before the date which is 4 years from the date of issue, to Grange Capital Partners Pty Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory Statement."

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

11. RESOLUTION 11 - APPROVAL FOR RELATED PARTY PARTICIPATION IN THE PUBLIC OFFER - SIMON ANDREW

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 Resolution 8, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 250,000 of the Public Offer Shares (on a post-Consolidation basis) to Simon Andrew (or his nominee) on the terms and conditions set out in the Explanatory Statement."

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

12. RESOLUTION 12 - APPROVAL FOR RELATED PARTY PARTICIPATATION IN THE PUBLIC OFFER - AIDAN PLATEL

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 Resolution 8, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 250,000 of the Public Offer Shares (on a post-Consolidation basis) to Aidan Platel (or his nominee) on the terms and conditions set out in the Explanatory Statement."

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

13. RESOLUTION 13 - APPROVAL FOR RELATED PARTY PARTICIPATION IN THE PUBLIC OFFER - SEAN DELANEY

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 Resolution 8, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 250,000 of the Public Offer Shares (on a post-Consolidation basis) to Sean Delaney (or his nominee) on the terms and conditions set out in the Explanatory Statement."

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

14. RESOLUTION 14 - APPROVAL FOR SUBSTANTIAL (30%+) HOLDER TO PARTICIPATE IN PUBLIC OFFER - ADAMO INVESTMENTS LIMITED

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 10.11 and for all other purposes, approval is given for the Company to issue up to 3,750,000 Shares (on a post-Consolidation basis) to Adamo Investments Limited (or its nominee/s) on the terms and conditions set out in the Explanatory Statement."

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

15. RESOLUTION 15 - APPOINTMENT OF DIRECTOR - SIMON ANDREW

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

"That, subject to completion of the Proposed Acquisition and conditional upon the passing of all Essential Resolutions, pursuant to and in accordance with Clause 13.3 of the Company's Constitution and for all other purposes, Simon Andrew, having consented to act as a director of the Company, be appointed as a director of the Company with effect on and from completion of the Proposed Acquisition."

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