Announcement PDF Dart Mining NL ACN 119 904 880 Notice of General Meeting The General Meeting of the Company will be held as follows: Time and date: 11am (AEDT) on Tuesday, 10th November 2026 Location: Online as a virtual meeting 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 accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (03) 9642 0655. Shareholders are urged to vote by lodging the Proxy Form made available with the Notice Page 2 Dart Mining NL ACN 119 904 880 (Company) Notice of General Meeting Notice is hereby given that the General Meeting of Shareholders of Dart Mining NL ACN 119 904 880 will be held virtually on Tuesday, 10th November 2026 at 11am (AEDT) (Meeting). 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. 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 as Shareholders on Sunday, 8th November 2026 at 7.00pm (AEDT). Terms and abbreviations used in the Notice are defined in Schedule 1. 1 Resolutions Resolution 1– Approval to issue Consideration Securities To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 37,647,064 Consideration Shares and 18,823,532 Consideration Options on the terms and conditions in the Explanatory Memorandum.’ Resolution 2(a) and (b) – Ratification of prior issue of 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, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 66,844,623 Tranche 1 Placement Shares as follows: (a) 40,106,774 Tranche 1 Placement Shares issued under Listing Rule 7.1; and (b) 26,737,849 Tranche 1 Placement Shares issued under Listing Rule 7.1A, on the terms and conditions in the Explanatory Memorandum.’ Resolution 3 – Approval to issue Tranche 2 Placement Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: Page 3 ‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 161,390,669 Tranche 2 Placement Shares on the terms and conditions in the Explanatory Memorandum.’ Resolution 4 – Approval to issue Placement Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 114,117,645 Placement Options on the terms and conditions in the Explanatory Memorandum.’ Resolution 5(a) to (d) – Approval to issue Director Placement Securities 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 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 7,058,826 Director Placement Shares and 3,529,414 Director Placement Options to the Directors (or their respective nominees) as follows: (a) up to 2,352,942 Director Placement Shares and 1,176,471 Director Placement Options to James Chirnside; (b) up to 2,352,942 Director Placement Shares and 1,176,471 Director Placement Options to Terry Bates; (c) up to 1,176,471 Director Placement Shares and 588,236 Director Placement Options to Richard Udovenya; and (d) up to 1,176,471 Director Placement Shares and 588,236 Director Placement Options to Dean Turnbull, on the terms and conditions in the Explanatory Memorandum.’ Resolution 6(a) and (b) – Approval to issue Broker Securities 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 7.1 and for all other purposes, Shareholders approve the issue of up to 152,941,177 Broker Securities to the Brokers (or their respective nominees) as follows: (a) up to 23,529,412 Broker Shares and 11,764,706 Attaching Options; and (b) up to 117,647,059 Broker Options, Page 4 on the terms and conditions in the Explanatory Memorandum.’ Resolution 7– Approval to issue Referral Securities To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 4,647,059 Referral Shares and 2,323,530 Attaching Options to the Brokers (or their respective nominees) on the terms and conditions in the Explanatory Memorandum.’ 2 Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 1: 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 of the Consideration Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (b) Resolution 2(a) and (b): by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates; (c) Resolution 3: 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 of the Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (d) Resolution 4: 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 of the Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (e) Resolution 5(a): by or on behalf of James Chirnside (or his nominees), and any other person who will obtain a material benefit as a result of, the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (f) Resolution 5(b): by or on behalf of Terry Bates (or his nominees), and any other person who will obtain a material benefit as a result of, the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (g) Resolution 5(c): by or on behalf of Richard Udovenya (or his nominees), and any other person who will obtain a material benefit as a result of, the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates; (h) Resolution 5(d): by or on behalf of Dean Turnbull (or his nominees), and any other person who will obtain a material benefit as a result of, the issue of these Director Placement Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates; Page 5 (i) Resolution 6(a) and (b): by or on behalf of Discovery Capital Partners Pty Ltd and/or Zerp Capital Pty Ltd (or their respective nominees), and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Broker Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and (j) Resolution 7: by or on behalf of Discovery Capital Partners Pty Ltd and/or Zerp Capital Pty Ltd (or their respective nominees), and any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Referral Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, 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, 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. BY ORDER OF THE BOARD Julie Edwards Company Secretary Dart Mining NL Dated: 12 October 2026 Page 6 Dart Mining NL ACN 119 904 880 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held virtually on Tuesday, 10th November 2026 at 11am (AEDT). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Background to the Resolutions Section 4 Resolution 1 – Approval to issue Consideration Securities Section 5 Resolution 2(a) and (b) – Ratification of prior issue of Tranche 1 Placement Shares Section 6 Resolution 3 – Approval to issue Tranche 2 Placement Shares Section 7 Resolution 4 – Approval to issue Placement Options Section 8 Resolution 5(a) to (d) – Approval to issue Director Placement Section 9 Resolution 6(a) and (b) – Approval to issue Broker Securities Section 10 Resolution 7 – Approval to issue Referral Securities Schedule 1 Definitions Schedule 2 Terms and Conditions of Consideration Options, Placement Options, Director Placement Options, Attaching Options and Broker Options Schedule 3 Terms and Conditions of ASX waiver and decision A Proxy Form is made available at the end of the Explanatory Memorandum. Page 7 2. Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 No voting in person Please refer to the information below on how Shareholders can participate in the Meeting. As Shareholders will not be entitled to physically attend the Meeting, it will be deemed to be held at the registered office of the Company in accordance with section 249RA(1)(c) of the Corporations Act. 2.2 Attending the Meeting virtually If you wish to attend the Meeting, you must register online. You can then join the Meeting in one of two ways: (a) If your e-mail address has been provided to the Company for you to receive communications by e-mail: by clicking on this link: https://zoom.us/meeting/register/QPGuYWqLS2W8a_ih7rVVvA You will then be asked to register for the Meeting. (b) If your e-mail address has not been provided to the Company, to register for the Meeting: go to www.zoom.us then select ‘join a meeting’ and enter the following meeting ID: 949 0531 1252 You may register at any time up to 11am (AEDT) on Monday, 9th November 2026, being 24 hours before the appointed time of the Meeting. Further guidance on how to access the Meeting will be uploaded on the ASX and the Company’s website in the week prior to the Meeting, outlining how Shareholders will be able to participate in the Meeting via the internet. The Meeting will be virtually accessible to all Shareholders, and will allow Shareholders, as a whole, a reasonable opportunity to participate without being physically present at the Meeting. If you have any difficulty, please e-mail the Company Secretary: jedwards@dartmining.com.au. 2.3 Voting by a corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should submit to the Company ahead of the Meeting, or bring to the Meeting evidence of their appointment, including any authority under which it is signed. 2.4 Voting by proxy A Proxy Form is made available with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a ‘proxy’) to vote in their place. All Shareholders are invited and encouraged to vote by completing and submitting the Proxy Form and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from virtually attending and voting at the Meeting. Page 8 Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The available Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (d) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (e) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; (f) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (g) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; (b) the appointed proxy is not the chair of the meeting; (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 11am on Sunday, 8th November 2026, being not later than 48 hours before the commencement of the Meeting. 2.5 Chair’s voting intentions The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.6 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at jedwards@dartmining.com.au by no later than five business days before the Meeting. Page 9 Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Background to the Resolutions 3.1 Acquisition On 20 August 2026, the Company announced that it had entered into a binding share purchase agreement (SPA) with the shareholders of each of EE II Pty Ltd and EE IV Pty Ltd (together, the Targets) for the acquisition of 100% of the issued capital of the Targets from the shareholders (each a Vendor, and together, the Vendors) (Acquisition). The Targets collectively hold one (1) granted exploration licence and seven (7) exploration licence applications located in the Yamarna district of Western Australia (together, the Project). Refer to the Company’s ASX announcement entitled “DTM to acquire WA Project and secures firm commitments for $2M placement” dated 20 August 2026 for further details regarding the Project. Pursuant to the SPA, and subject to satisfaction of the Conditions (defined below), the Company will acquire 100% of the fully paid ordinary shares in the capital of the Targets (Sale Shares) from the Vendors for the following consideration: (a) non-refundable $25,000 exclusivity fee to be paid within 5 business days of execution of the SPA (Exclusivity Fee); (b) $50,000 in cash (Cash Consideration); (c) 37,647,064 Shares (Consideration Shares), being $320,000 worth of Shares at a deemed issue price equal to the issue price of Shares under the Placement (defined below), comprising: (i) 4,705,883 Consideration Shares (Upfront Consideration Shares), being attributable to the one (1) granted exploration licence; and (ii) 32,941,181 Consideration Shares (Deferred Consideration Shares), being attributable to the seven (7) exploration licence applications (each a Pending Tenement, and together, the Pending Tenements); (d) 18,823,532 unquoted options on the same terms as the free-attaching options offered under the Placement set out in Schedule 2 (Consideration Options), being one (1) Consideration Option for every two (2) Upfront Consideration Shares and Deferred Consideration Shares each Vendor is entitled to receive under the Acquisition; (e) 1% net smelter return royalty in respect to the Project (Royalty); and (f) reimbursement of any costs of the heritage and land access agreements for the Project incurred from the execution of the SPA, subject to the Company’s prior written consent. Completion of the Acquisition under the SPA is subject to satisfaction (or waiver, as applicable) of the following outstanding conditions precedent (Conditions): Page 10 (g) Shareholder approvals: the Company obtaining all necessary Shareholder approvals required by the Listing Rules or the Corporations Act to give effect to the Acquisition and Placement, including without limitation the approval of Resolution 1 and Resolution 3 to Resolution 5(a) to (d) (inclusive); and (h) Royalty deed: the Company and nominated entity of the Vendors executing a royalty deed in respect to the Royalty. The Conditions must be satisfied or waived within 6 months of the execution of the SPA (or as extended by agreement) (Cut-Off Date). The SPA may be terminated prior to completion by any party if the conditions precedent are not satisfied or waived by the Cut-Off Date. The SPA is otherwise considered to be on standard terms for a transaction of this nature. It is expected that, following completion of the Acquisition, Cain Fogarty (current director of the Targets) will join the Company as a Technical Advisor, to assist with the planning, implementation and execution of exploration activities across the Project and broader Company portfolio. 3.2 Placement In connection with the Acquisition, the Company received firm commitments from professional and sophisticated investors to raise $2 million (before costs) via the issue of 235,294,118 Shares (Placement Shares) through a two-tranche equity placement at $0.0085 per Placement Share (Placement). The Placement is comprised of the following: (a) Tranche 1: the issue of 66,844,623 Placement Shares on 27 August 2026 to unrelated parties of the Company, comprising: (i) 40,106,774 Placement Shares, which were issued pursuant to the Company’s existing placement capacity under Listing Rule 7.1 (the subject of Resolution 2(a)); and (ii) 26,737,849 Placement Shares, which were issued pursuant to the Company’s existing placement capacity under Listing Rule 7.1A (the subject of Resolution 2(b)), (together, the Tranche 1 Placement Shares); and (b) Tranche 2: the proposed issue of up to 168,449,495 Placement Shares as follows: (i) 161,390,669 Placement Shares to unrelated parties of the Company (Tranche 2 Placement Shares) subject to Shareholder approval under Listing Rule 7.1 (the subject of Resolution 3); and (ii) 7,058,826 Placement Shares to the Directors (or their respective nominees) (Director Placement Shares) subject to Shareholder approval under Listing Rule 10.11 (the subject of Resolution 5(a) to (d) (inclusive)). Subject to Shareholder approval, Placement Participants will also be entitled to receive one (1) free-attaching unquoted Option for every two (2) Placement Shares subscribed for and issued under the Placement (Placement Options). The Placement Options will be exercisable at Page 11 $0.011 each and expire on 30 September 2029, and will otherwise be subject to the terms and conditions in Schedule 2. Proceeds of the Placement have been and are intended to be directed towards: (a) subject to completion of the Acquisition: (i) initial exploration and assessment work at the Project, including data compilation, target generation and planning of first pass drilling programs; and (ii) costs associated with the Acquisition, including the Cash Consideration; (b) continuation of field mapping, geochemical and geophysical surveys, and follow up drilling to test high priority targets across the Company’s existing portfolio; (c) accretive project M&A growth and consolidation opportunities; (d) costs associated with the Placement; and (e) general working capital. 3.3 Brokers Discovery Capital Partners Pty Ltd and Zerp Capital Pty Ltd (together, the Brokers) acted as joint lead managers to the Placement pursuant to the terms of the joint lead manager mandate (JLM Mandate). The engagement of the Brokers under the JLM Mandate is for a period of 3 months on an exclusive basis in connection with the Placement. As consideration for the provision of services, the Company agreed to: (a) pay the Brokers a 6% cash fee on all funds raised under the Placement; and (b) subject to Shareholder approval, issue the Brokers (or their respective nominees) the following Securities: (i) one (1) Share (Broker Share) for every ten (10) Placement Shares issued under the Placement, with one (1) attaching unquoted Option on the same terms as the Placement Options (Attaching Options) for every two (2) Broker Shares issued (the subject of Resolution 6(a)); and (ii) one (1) unquoted Option on the same terms as the Placement Options (Broker Option) for every two (2) Placement Shares issued under the Placement (the subject of Resolution 6(b)), (together, the Broker Securities). Pursuant to the terms of the JLM Mandate, the Brokers will also receive a referral fee of 10% of the total deal value for any corporate transactions or divestments introduced or brokered by the Brokers for the Company (Referral Fee) which is to be paid in Shares using the lower of most recent capital raising issue price of the latest 15-day VWAP of the Company. In relation to the Acquisition, the Company has agreed to issue the Brokers 4,647,059 Shares (Referral Shares) with 2,323,530 Attaching Options on the same ratio as the Placement (together, the Referral Securities) subject to Shareholder approval (the subject of Resolution 7). Page 12 4. Resolution 1 – Approval to issue Consideration Securities 4.1 General The Acquisition, including the proposed issue of the Consideration Securities, is summarised in Section 3.1. Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue the Consideration Securities to the Vendors. 4.2 Listing Rule 7.1 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 shares it had on issue at the start of that period. The proposed issue of the Consideration Securities does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the Company’s 15% placement capacity. It therefore requires the approval of Shareholders under Listing Rule 7.1. The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval. If Resolution 1 is passed, and subject to satisfaction or waiver of the Conditions under the SPA, the Company will be able to proceed with the issue of the Consideration Securities. If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Consideration Securities and will not be able to proceed with the Acquisition. 4.3 Specific Information required by Listing Rule 7.3 Pursuant to Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Securities: (a) The Consideration Securities will be issued to the Vendors, none of whom are a related party or, other than as detailed below, a Material Investor of the Company. The Consideration Securities will be issued to the Vendors pro-rata to their respective shareholding in the Targets. The Company advises that each of Kale Ivan Pervan and AKM (WA) Pty Ltd (ACN 130 789 507) as trustee for the AKM A/C (being associates of Discovery Capital Partners Pty Ltd, an adviser to the Company) is entitled to be issued 408,471 Upfront Consideration Shares, 2,859,297 Deferred Consideration Shares and 1,633,884 Consideration Options, which, in each case, comprised more than 1% of the Company’s issued capital at the time of the agreement to issue the Consideration Securities. Accordingly, each of the abovenamed Vendors is considered to be a Material Investor in accordance with paragraph 7.4 of ASX Guidance Note 21. (b) A maximum of 37,647,064 Consideration Shares and 18,823,532 Consideration Options will be issued. Page 13 (c) The Consideration Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue. (d) The Consideration Options will be exercisable at $0.011 each and expire on 30 September 2029, and will otherwise be subject to the terms and conditions in Schedule 2. (e) The Upfront Consideration Shares and Consideration Options will be issued on completion of the Acquisition, which will be no later than 3 months after the date of the Meeting. (f) The Deferred Consideration Shares will be issued in seven equal tranches (each a Deferred Tranche) with each Deferred Tranche being issued upon the earlier of the grant of the Pending Tenement to which it is attributable and the Company disposing of, surrendering, transferring, allowing to lapse or failing to maintain that Pending Tenement or its application (Milestone). A Deferred Tranche lapses if: (i) the application for the Pending Tenement to which it is attributable is finally refused grant on its merits, and that refusal is not caused or materially contributed to by any act or omission of the Company; or (ii) the Company surrenders a Pending Tenement, or allows an application for a Pending Tenement to lapse, only where grant of that Pending Tenement cannot be obtained, despite the Company using reasonable endeavours to obtain grant, fund and conclude the heritage and land access agreements reasonably required for grant. (g) The Company has been granted a waiver by ASX from Listing Rule 7.3.4 to allow it to issue the Deferred Consideration Shares outside of the date which is three months from the date that the Company obtains Shareholder approval for their issue under ASX Listing Rule 7.1. This waiver applies to the issue of each Deferred Tranche to the extent the trigger is the grant of the Pending Tenement to which it is attributable (Granted Milestone). Accordingly, the Company will issue each Deferred Tranche upon satisfaction of the Granted Milestone in relation to the Pending Tenement attributable to that Deferred Tranche and, in any event, no later than 2 years from the date of the Meeting. To the extent that the issue of any Deferred Tranches is triggered by the Company disposing of, surrendering, transferring, allowing to lapse or failing to maintain that Pending Tenement or its application (Relinquishment Milestone), the Company will issue such Deferred Tranches no later than 3 months from the date of the Meeting and, if any of those Deferred Tranches are not issued within that period, the Company will be required to seek a further Shareholder approval within 45 days of satisfaction of the Relinquishment Milestone (failing which, the Sellers may elect that the Company instead pay the cash value of the Deferred Tranche being $40,000). (h) The issue of the Deferred Consideration Shares will have a dilutive effect on the percentage interest of existing Shareholders’ holdings when the Deferred Consideration Shares are issued. The potential dilution if all Deferred Consideration Shares are issued is: (i) 8.97% based on the current Share capital structure of the Company as at the date of this Notice (being 334,223,117 Shares as