Diatreme Resources : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

Diatreme Resources Limited

ACN 061 267 061

Notice of Extraordinary General Meeting

An Extraordinary General Meeting of Diatreme Resources Limited will be held at:

• Mayflower Room, Level 1, Christies Conference Spaces, 320 Adelaide Street, Brisbane.
• 2:00 pm (AEST) on 25 August 2022.

This notice of extraordinary general meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting.

Please contact the Company Secretary on [phone] or [e-mail] if you wish to discuss any matter concerning the Meeting.

For personal use only

Diatreme Resources Limited

ACN 061 267 061

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Diatreme Resources Limited will be held at 2.00pm (AEST) Mayflower Room, Level 1, Christies Conference Spaces, 320 Adelaide Street, Brisbane on 25 August 2022.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and Proxy Form form part of this Notice of Meeting.

Shareholders are urged to vote by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Statement.

Proxy Forms must be received by no later than 2:00 pm (AEST) on 23 August 2022.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1 of the Explanatory Statement.

Agenda

RESOLUTION 1 - ISSUE OF SHARES TO ILWELLA PTY LTD

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

"That for the purposes of ASX Listing Rules 10.11 and for all other purposes, approval is given for the issue of 132,111,500 Shares to Ilwella Pty Ltd at an issue price of $0.025 per Share as detailed in the Explanatory Statement."

A voting exclusion statement is set out below.

RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

To consider, and if thought fit, to pass 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 455,727,393 Shares at an issue price of $0.0248 per Share to Sibelco Asia Pacific Pty Ltd to raise approximately $11.3 million undertaken by the Company on 27 June 2022, and otherwise on the terms set out in the Explanatory Statement."

A voting exclusion statement is set out below.

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VOTING PROHIBITION AND EXCLUSION STATEMENTS

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a resolution by or on behalf of:

1. the below named person or class of persons excluded from voting; or
2. an associate of that person or those persons:

Resolution		Persons excluded from voting
Resolution 1	- Issue of Shares	The person who is to receive the securities in question
to Ilwella Pty Ltd	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 entity), or any associate of those persons.
Resolution 2	- Ratification of	Persons who participated in the issue or is a
prior issue of Placement	counterparty to the agreement being approved, or any
Shares		associate of those persons.

However, this does not apply to a vote cast in favour of a 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 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 as 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.

By order of the Board of Directors

Tuan Do - Company Secretary

Diatreme Resources Limited

26 July 2022

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DIATREME RESOURCES LIMITED

ACN 061 267 061

Explanatory Statement

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Mayflower Room, Level 1, Christies Conference Spaces, 320 Adelaide Street, Brisbane on 25 August 2022 at 2:00 pm (AEST). The purpose of this Explanatory Statement is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

1. ACTION TO BE TAKEN BY SHAREHOLDERS ...................................................3
2. RESOLUTION 1 - ISSUE OF SHARES TO ILWELLA PTY LTD ..................................5
3. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ...............7 A Proxy Form is located at the end of this Explanatory Statement.

Please contact the Company Secretary on [phone] or [e-mail] if you wish to discuss any matter concerning the Meeting.

1 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Statement carefully before deciding how to vote on the Resolutions.

The Directors STRONGLY ENCOURAGE ALL SHAREHOLDERS TO LODGE A DIRECTED PROXY FORM PRIOR TO THE MEETING.

1.1 Voting by Proxy

Shareholders can appoint a proxy to attend on their behalf by signing and returning the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

1. each Shareholder has the right to appoint a proxy;
2. the proxy need not be a Shareholder of the Company; and
3. a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not

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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 half of the votes.

The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on each Resolution.

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 2:00pm (AEST) on 23 August 2022. Any Proxy Form received after that time will not be valid for the Meeting. Proxy Form must be received at the following address:

By mail:	Automic
	GPO Box 5193
	Sydney NSW 2001
By email:	[e-mail]
Online:	https://investor.automic.com.au/#/loginsah

Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the Meeting.

1. Voting in person
   Ordinary resolutions require the support of more than 50% of the votes cast. Special resolutions require the support of at least 75% of the votes cast.
   All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting
2. Corporate representatives
   Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
   An appointment of corporate representative form is available from the website of the Company's share registry (Automic).
3. Eligibility to vote
   For the purposes of regulations 7.11.37 and 7.11.38 of the Corporations Act Regulations, the Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 7:00 pm (AEST) on 23 August 2022.
4. Poll
   All Resolutions will be determined by poll.

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