AuTECO Minerals Limited Notice of General Meeting

Press Release

Time and date: 2:00pm (AWST) on Wednesday, 11 October 2023

In-person: Quest Kings Park, 54 Kings Park Road, West Perth WA 6005

The Notice of General Meeting should be read in its entirety.

If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company on +61 8 9220 9030.

Notice is hereby given that a general meeting of Shareholders of AuTECO Minerals Limited (Company) will be held at Quest Kings Park, 54 Kings Park Road, West Perth WA 6005, on Wednesday, 11 October 2023 at 2:00pm (AWST) (Meeting).

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 5:00pm (AWST) on Monday, 9 October 2023.

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

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

Resolution 1 – Approval of issue of Consideration Shares

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

‘That, subject to and conditional on the passing of Resolution 3, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 600,000,000 Consideration Shares to the Monitor (or its nominee/s) as partial consideration to acquire 100% of the issued share capital of the Rambler Group, on the terms and conditions in the Explanatory Memorandum.’

Note: Resolution 1 will be withdrawn at the Meeting if Resolution 3 is not passed by the requisite majority of Shareholders.

Resolution 2 – Ratification of agreement to issue Tranche 1 Placement Shares

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

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of or agreement to issue up to 346,959,075 Tranche 1 Placement Shares as follows:

(a) up to 314,175,445 Tranche 1 Placement Shares under Listing Rule 7.1; and
(b) up to 32,783,630 Tranche 1 Placement Shares under Listing Rule 7.1A, on the terms and conditions in the Explanatory Memorandum.’

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