Wildcat Resources : Addendum to Notice of Annual General Meeting

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Addendum to Notice of Annual General Meeting and Postponement of Annual General Meeting

Wildcat Resources Limited (ACN 098 236 938) (Company) announces that the Annual General Meeting (Meeting), scheduled to be held at 10:00am (AWST) on Friday, 26 November 2021, has been deferred to 10.00am (AWST) on Thursday, 16 December 2021 to include additional resolutions with respect to the Placement as set out in the Explanatory Statement.

The Directors have resolved to add Resolutions 6(a), 6(b), 7(a), 7(b), 7(c) and 8 as set out below, and to supplement the information contained in the Explanatory Statement with this addendum (Addendum).

The numbering used in this Addendum is a continuation of the numbering used in the Notice of Meeting and the Explanatory Statement. Furthermore, capitalised terms used in the Addendum have the same meaning as set out in the Notice of Meeting unless otherwise defined in this Addendum.

Attached to this Addendum is a replacement proxy form (Replacement Proxy Form), which replaces the Proxy Form that was attached to the Notice of Annual General Meeting (Original Proxy Form). Shareholders are advised to follow the below instructions if you have already submitted a proxy vote:

1. If you wish to vote on the Additional Resolutions or change your vote on Resolutions 1 to 5, you can submit your proxy either using the Replacement Proxy Form or online (see instructions below).
2. If you do not wish to vote on the Additional Resolutions or change your original vote on Resolutions 1 to 5, you do not need to take any action. The Original Proxy Form that you have already returned will remain valid for Resolutions 1 to 5 (unless you submit a Replacement Proxy Form) and you will be deemed to have abstained from Resolutions 6(a), 6(b), 7(a), 7(b), 7(c) and 8.

Replacement Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders can be lodged with the Company:

1. by post to Automic Pty Ltd, GPO Box 5193 Sydney NSW 2001;
2. in person at Level 5, 126 Phillips Street, Sydney NSW 2000;
3. online at http://investor.automic.com.au/#/loginsah;
4. by email [e-mail];
5. by mobile at investor.automic.com.au or scan the QR Code available on the Replacement Proxy Form,

so that they are received no later than 48 hours before the commencement of the Meeting.

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting. Should you wish to discuss the matters set out in this Addendum, please contact the Company in accordance with the details set out in the Notice of Meeting.

The Chair intends to exercise all available proxies in favour of Resolutions 6(a), 6(b), 7(a), 7(b), 7(c) and 8 unless the Shareholder has expressly indicated a different voting intention.

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Additional Resolutions

7 Resolutions 6(a) and (b) - Ratification of prior issue of Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify an aggregate of 125,000,000 Placement Shares as follows:

1. 77,000,000 Placement Shares under Listing Rule 7.1; and
2. 48,000,000 Placement Shares under Listing Rule 7.1A, as described in the Explanatory Statement ."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Placement Shares, or any of their respective associates.

Resolutions 7(a), (b) and (c) - Approval to issue Placement Shares to Directors

To consider and, if thought fit, to pass, with or without amendment, the following resolutions each as

1. separate ordinary resolution:

"That pursuant to and in accordance with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of as aggregate of 2,772,727 Placement Shares to Directors (or their nominees) pursuant to the Director Placement as follows:

1. up to 500,000 Placement Shares to Mr Alexander Hewlett;
2. up to 1,136,364 Placement Shares to Mr Jeff Elliott; and
3. up to 1,136,363 Placement Shares to Mr Matthew Banks, on the terms and conditions in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of: (a) Resolution 7(a) by or on behalf of Mr Alexander Hewlett (and his nominees), or any of his respective associates; (b) Resolution 7(b) by or on behalf of Mr Jeff Elliott (and his nominees), or any of his respective associates; and (c) Resolution 7(c) by or on behalf of Mr Matthew Banks (and his nominees), or any of his respective associates.

Resolution 8 - Approval for issue of Broker Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 3,000,000 unlisted options to Canaccord (or its nominee(s)) exercisable at $0.066 on or before the date that is 24 months from the date of

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issue (Broker Options) and on the terms and conditions set out in the Explanatory Statement and accompanying this Addendum."

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Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 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 (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

Voting exclusions and exceptions

Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable).

	Resolution			Exceptions
	6(a), 6(b),			The voting exclusion does not apply to a vote cast in favour of the Resolution by:
	7(a), 7(b),			(a)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	7(c) and 8
				in accordance with directions given to the proxy or attorney to vote on the Resolution
					in that way;
				(b)	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
				(c)	a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity
					on behalf of a beneficiary provided the following conditions are met:
					(i)	the beneficiary provides written confirmation to the Shareholder that the
						beneficiary is not excluded from voting, and is not an associate of a person
						excluded from voting, on the Resolution; and
					(ii)	the Shareholder votes on the Resolution in accordance with directions given
						by the beneficiary to the Shareholder to vote in that way.

Authorisation

By order of the Board.

James Bahen

Company Secretary

22 November 2021

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Explanatory Statement

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This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions.

The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory Statement contains the terms and conditions on which the Resolutions will be voted.

8 Background to the Additional Resolutions

On 17 November 2021, the Company announced that it had received binding commitments for a placement of 125,000,000 Shares (Placement Shares) at an issue price of $0.044 per Share to raise $5,500,000 (before costs) (Placement) to sophisticated and professional investors (Placement Participants).

On 24 November 2021, the Company issued a total of 125,000,000 Placement Shares to the Unrelated Party Participants under its Listing Rule 7.1 and 7.1A capacities as follows:

1. 77,000,000 Placement Shares under Listing Rule 7.1; and
2. 48,000,000 Placement Shares under Listing Rule 7.1A.

Resolutions 6(a) and (b) seek Shareholder approval for the ratification of 125,000,000 Placement Shares issued to the Unrelated Party Participants under the Company's existing placement capacity under Listing Rule 7.1 and 7.1A respectively.

In addition to the Placement, as announced on 17 November 2021, Messrs Alexander Hewlett, Jeff Elliott and Matthew Banks (together, the Related Party Participants), each of whom are Directors of the Company, applied for an aggregate of 2,772,727 Placement Shares on the same terms as the Placement (Director Placement) as follows:

1. Mr Alexander Hewitt applied for 500,000 Placement Shares;
2. Mr Jeff Elliott applied for 1,136,364 Placement Shares; and
3. Mr Matthew Banks applied for 1,136,363 Placement Shares.

The issue of the Placement Shares to the Related Party Participants as set out above is subject to Shareholder Approval. As such, Resolutions 7(a), (b) and (c) seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of an aggregate of 2,772,727 Placement Shares to the Related Party Participants pursuant to the Director Placement.

The Company has agreed to issue up to 3,000,000 unlisted options exercisable at $0.066 on or before the date that is 24 months from the date of issue and otherwise issued on the terms and conditions set out in Schedule 5 (Broker Options) as follows:

1. 1,000,000 Broker Options to Canaccord (or it nominee(s)); and
2. up to 2,000,000 Broker Options to Canaccord and any agreed brokers that assist Canaccord with the Placement on a pro rata basis depending on the actual amount raised under the Placement,

as partial consideration for lead manager services provided in relation to the Placement.

As such, Resolution 8 seeks the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of up to 3,000,000 Broker Options.

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2 Resolutions 6(a) and (b) - Ratification of prior issue of Placement Shares

2.1 General

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As detailed in Section 8 above, Resolutions 6(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue an aggregate of 125,000,000 Placement Shares to the Unrelated Party Participants as follows:

1. 77,000,000 Placement Shares, issued under the Company's placement capacity under
   Listing Rule 7.1, pursuant to Resolution 6(a); and
2. 48,000,000 Placement Shares, issued under the Company's placement capacity under
   Listing Rule 7.1A, pursuant to Resolution 6(b).

Resolutions 6(a) and (b) are ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolutions 6(a) and (b).

1. Listing Rules 7.1, 7.1A and 7.4
   Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
   Under Listing Rule 7.1A an eligible entity can seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 27 November 2020.
   Listing Rule 7.4 sets out an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 and 7.1A.
   The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under Listing Rules 7.1 and 7.1A. To this end, Resolutions 6(a) and (b) seek shareholder approval for the issue of 125,000,000 Placement Shares to the Unrelated Party Participants under and for the purposes of Listing Rule 7.4.
   If Resolutions 6(a) and (b) are passed, the Placement Shares issued to the Unrelated Party Participants will be excluded in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the date of issue of the Placement Shares to the Unrelated Party Participants (being 125,000,000 Shares).
   If Resolutions 6(a) and (b) are not passed, the Placement Shares issued to the Unrelated Party Participants will be included in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively decreasing the number of Securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares to the Unrelated Party Participants (being 125,000,000 Shares).
2. Specific information required by Listing Rule 7.5
   Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares to the Unrelated Party Participants:
3. 1. a total of 125,000,000 Placement Shares were issued on 24 November 2021 to the Unrelated Party Participants as follows:

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