Announcement PDF RED MOUNTAIN MINING LIMITED ACN 119 568 106 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11:00am (WST) DATE: 30 September 2024 PLACE: Unit 1/38 Colin 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 11:00am (WST) on 28 September 2024. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1 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 300,000,000 Shares 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 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A 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 100,000,000 Shares 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 – APPROVAL TO ISSUE PLACEMENT 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 400,000,000 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER 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 100,000,000 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 1 5. RESOLUTION 5 – ISSUE OF OPTIONS TO RELATED PARTY - LINCOLN LIU 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 10.11 and for all other purposes, approval is given for the Company to issue 30,000,000 Options to Lincoln Liu (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. 6. RESOLUTION 6 – ISSUE OF OPTIONS TO RELATED PARTY – MAURO PICCINI 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 10.11 and for all other purposes, approval is given for the Company to issue 15,000,000 Options to Mauro Piccini (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. 7. RESOLUTION 7 – CONSOLIDATION OF CAPITAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, 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: (a) every 10 Shares be consolidated into 1 Share; (b) every 10 Options be consolidated into 1 Option; and (c) every 10 Performance Rights be consolidated into 1 Performance Right (subject to rounding), and, where this Consolidation results in a fraction of a Security being held, the Company be authorised to round fractional entitlements of 0.5 and over will be rounded up to the nearest whole number." RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 2 Voting Prohibition Statements Resolution 5 – Issue of Options to Related Party Lincoln Liu Resolution 6 – Issue of Options to Related Party Mauro Piccini 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. However, 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. 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. However, 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. 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: Resolutions 1 and 2 – Ratification of prior issue of Placement Shares A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement participants) or an associate of that person or those persons. Resolution 3 – Approval to issue Placement Options 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) (namely the Placement participants) or an associate of that person (or those persons). Resolution 4 – Ratification of prior issue of Lead Manager Options A person who participated in the issue or is a counterparty to the agreement being approved (namely Xcel Capital) or an associate of that person or those persons. Resolution 5 – Issue of Options to Related Party Lincoln Liu Lincoln Liu (or his nominee) 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 an associate of that person or those persons. Resolution 6 – Issue of Options to Related Party Mauro Piccini Mauro Piccini (or his nominee) 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 an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) 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 (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 holder 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 holder 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 holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 3 Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6559 1792. RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 4 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. BACKGROUND TO RESOLUTIONS 1 TO 4 1.1 Placement As announced on 5 August 2024, the Company received firm commitments from sophisticated and professional investors to issue up to 400,000,000 Shares at an issue price of $0.001 per Share (Placement Shares) to raise a total of $400,000 (before expenses), together with one (1) free attaching option (Placement Option) for every one Placement Share applied for and issued, exercisable at $0.002 each on or before 10 May 2027 (Placement). On 13 August 2024, the Company issued the Placement Shares as follows: (a) 300,000,000 Placement Shares pursuant to the Company’s placement capacity under Listing Rule 7.1 (the subject of Resolution 1); and (b) 100,000,000 Placement Shares pursuant to the Company’s placement capacity under Listing Rule 7.1A (the subject of Resolution 2). The Company seeks Shareholder approval pursuant to Resolution 3 to issue the Placement Options to the participants to the Placement. Funds raised from the Placement will be used primarily for exploration of the Company’s Fry Lake Gold Project. In addition, some funds will be directed towards exploration on the Company’s existing asset portfolio, review of potential new ventures and for working capital purposes. Further details in respect of the Placement are set out in the announcement released on 5 August 2024. 1.2 Lead Manager The Company appointed Xcel Capital Pty Ltd as lead manager to the Placement (Xcel Capital). Pursuant to a lead manager mandate (Mandate), the Company has agreed to pay / issue Xcel Capital: (a) a 6% fee on all funds raised under the Placement; (b) a $10,000 management fee; and (c) 100,000,000 Options on the same terms as the Placement Options (Lead Manager Options). The Company is seeking Shareholder ratification for the issue of the Lead Manager Options pursuant to Resolution 4. RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 5 2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES LISTING RULES 7.1 AND 7.1A 2.1 General On 13 August 2024, the Company issued 400,000,000 Placement Shares. 300,000,000 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 100,000,000 Shares were issued pursuant to the Company’s 7.1A mandate (being, the subject of Resolution 2) which was approved by Shareholders at the annual general meeting held on 8 November 2023. The issue of the Placement Shares did not breach Listing Rule 7.1 at the time of the issue. 2.2 Listing Rules 7.1 and 7.1A Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held on 8 November 2023. The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares. 2.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. 2.4 Technical information required by Listing Rule 14.1A If Resolutions 1 and 2 are passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 6 effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. If Resolutions 1 and 2 are not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. 2.5 Technical 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 Resolutions 1 and 2: (a) the Placement Shares were issued to professional and sophisticated investors who are clients of Xcel Capital. The recipients were identified through a bookbuild process, which involved Xcel Capital seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company; (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were: (c) (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and (ii) issued more than 1% of the issued capital of the Company; 400,000,000 Placement Shares were issued on the following basis: (i) 300,000,000 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (ii) 100,000,000 Shares issued pursuant to Listing (ratification of which is sought under Resolution 2); Rule 7.1A (d) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (e) the Placement Shares were issued on 13 August 2024; (f) the issue price was $0.001 per Placement Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Placement Shares; (g) the purpose of the issue of the Placement Shares and intended use of funds is set out in Section 1.1; and (h) the Placement Shares were not issued under an agreement. RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 7 3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS 3.1 General As set out in Section 1.1, the Company is proposing to issue one (1) free attaching Option for every one (1) Share subscribed for and issued under the Placement. As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The proposed issue of the Placement Options does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1. 3.2 Technical information required by Listing Rule 14.1A If Resolution 3 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Placement Options. Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Placement Options. 3.3 Technical information required by Listing Rule 7.1 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3: (a) the Placement Options will be issued to professional and sophisticated investors who are clients of Xcel Capital. The recipients will be identified through a bookbuild process, which will involve Xcel Capital seeking expressions of interest to participate in the capital raising from nonrelated parties of the Company; (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be: (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and (ii) issued more than 1% of the issued capital of the Company; (c) the maximum number Placement Options to be issued is 400,000,000; (d) the Placement Options will be issued on the terms and conditions set out in Schedule 1; (e) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 8 ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Options will occur on the same date; 3.4 (f) the issue price will be nil per Placement Option as the Placement Options will be issued free attaching with the Placement Shares on a 1:1 basis. The Company will not receive any other consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Placement Options); (g) the purpose of the issue of the Placement Options is to incentivise the participants to the Placement; (h) the Placement Options are not being issued under an agreement; and (i) the Placement Options are not being issued under, or to fund, a reverse takeover. Dilution Assuming no Options are exercised, no convertible securities are converted or other Shares issued, in the event all the Options issued pursuant to this Resolution were exercised the number of Shares on issue would increase from 3,873,577,312 (being the number of Shares on issue as at the date of this Notice) to 4,273,577,312 and the shareholding of existing Shareholders would be diluted by 9.36%. 4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF LEAD MANAGER OPTIONS 4.1 General As set out in Section 1.2 above, on 13 August 2024, the Company issued 100,000,000 Lead Manager Options, pursuant to the Company’s capacity under Listing Rule 7.1. The issue of the Lead Manager Options did not breach Listing Rule 7.1 at the time of the issue. As summarised in Section 2.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained approval to increase its limit to 25% at the annual general meeting held on 8 November 2023. The issue of the Lead Manager Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Lead Manager Options. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 9 issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Lead Manager Options. Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Lead Manager Options. 4.2 Technical information required by Listing Rule 14.1A If Resolution 4 is passed, the Lead Manager Options will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Lead Manager Options. If Resolution 4 is not passed, the Lead Manager Options will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Lead Manager Options. 4.3 Technical 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 Resolution 4: (a) the Lead Manager Options were issued to Xcel Capital; (b) 100,000,000 Lead Manager Options were issued and the Lead Manager Options were issued on the terms and conditions set out in Schedule 1; (c) the Lead Manager Options were issued on 13 August 2024; (d) the Lead Manager Options were issued at a nil issue price, in consideration for lead manager services provided by Xcel Capital. The Company has not and will not receive any other consideration for the issue of the Lead Manager Options (other than in respect of funds received on exercise of the Lead Manager Options); (e) the purpose of the issue of the Lead Manager Options was to satisfy the Company’s obligations under the Mandate; and (f) the Lead Manager Options were issued to Xcel Capital under the Mandate. A summary of the material terms of the Mandate is set out in Schedule 2. RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 10 5. RESOLUTIONS 5 AND 6 – ISSUE OF OPTIONS TO RELATED PARTIES 5.1 General The Company has agreed, subject to obtaining Shareholder approval, to issue an aggregate of 45,000,000 Options to Lincoln Liu and Mauro Piccini (or their nominees) (Related Parties) on the terms and conditions set out below. Resolutions 5 and 6 seek Shareholder approval for the issue of the Options to the Related Parties (or their nominees). 5.2 Chapter 2E of the Corporations Act For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue of Options to the Related Parties (or their nominees) constitutes giving a financial benefit and Messrs Liu and Piccini are a related parties of the Company by virtue of being Directors. The Directors (other than Messrs Liu and Piccini who have a material personal interest in Resolutions 5 and 6, respectively) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Options because the agreement to issue the Options, reached as part of the remuneration package for Messrs Liu and Piccini, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. 5.3 Listing Rule 10.11 Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to: 10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company; 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so; 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the RMX - NOM General Meeting (FINAL) (22 08 24)(3490797.3) 11 issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders. The issue of Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11. Resolutions 5 and 6 seek the required Shareholder approval for the issue of the Options under and for the purposes of Listing Rule 10.11. 5.4 Technical information required by Listing Rule 14.1A If Resolutions 5 and 6 are passed, the Company will be able to proceed with the issue of the Options to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity. If Resolutions 5 and 6 are not passed, the Company will not be able to proceed with the issue of the Options. Resolutions 5 and 6 are independent of one another. 5.5 Technical Information required by Listing Rule 10.13 Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 5 and 6: (a) the Options will be issued to the following persons: (i) Lincoln Liu (or his nominee) pursuant to Resolution 5; and (ii) Mauro Piccini (or his nominee) pursuant to Resolution 6, each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director; (b) the maximum number of Options to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 45,000,000 comprising: (i) 30,000,000 Options to Lincoln Liu (or his nominee) pursuant to Resolution 5; and (ii) 15,000,000 Options to Mauro Piccini (or his nominee) pursuant to Resolution 6; (c) the terms and conditions of the Options are set out in Schedule 1; (d) the Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Options will occur on the same date; RMX - NOM General Meeting (FINAL) (22 08 24)(34