Announcement PDF Mont Royal Resources Limited ACN 625 237 658 Notice of Annual General Meeting The Annual General Meeting of the Company will be held as follows: Time and date: 4.00pm (AEDT) on Wednesday, 13 November 2024 In-person: Level 8, 2 Bligh Street, Sydney, NSW 2000 The Notice of Annual 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 advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on (02) 8651 7800. Shareholders are urged to vote by lodging the Proxy Form Mont Royal Resources Limited ACN 625 237 658 (Company) Notice of Annual General Meeting Notice is hereby given that the annual general meeting of Shareholders of Mont Royal Resources Limited ACN 625 237 658 (Company) will be held at Level 8, 2 Bligh Street, Sydney, NSW 2000 on Wednesday, 13 November 2024 at 4.00pm (AEDT) (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 as Shareholders on Monday, 11 November 2024 at 5.00pm (AEDT). 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 Schedule 1. Agenda 1 Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: there is no requirement for Shareholders to approve the Annual Report. 2 Resolutions Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: 'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.' Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director – Mr Gary Lawler To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, in accordance with Article 6.3(d) and 6.3(f) of the Constitution and for all other purposes, Mr Gary Lawler, a Director who was appointed on 15 October 2018, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.' Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.' Resolution 4 – Appointment of Auditor To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to Section 327B(1)(b) of the Corporations Act and for all other purposes, BDO Audit Pty Ltd, having been nominated by a Shareholder and having given its consent in writing to act as auditor, be appointed as the auditor of the Company to hold office with effect from the conclusion of the Meeting on the terms and conditions in the Explanatory Memorandum.’ Voting exclusion Resolution 3: Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of this Resolution, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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. The above voting exclusion does 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. Voting prohibitions Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. BY ORDER OF THE BOARD Mr Shaun Menezes Company Secretary Mont Royal Resources Limited Dated: 14 October 2024 Mont Royal Resources Limited ACN 625 237 658 (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 at Level 8, 2 Bligh Street, Sydney, NSW 2000 at 4.00pm (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 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Director – Mr Gary Lawler Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4 – Appointment of Auditor Schedule 1 Definitions Schedule 2 Nomination of Auditor Letter A Proxy Form is located at the end of the Explanatory Memorandum. 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 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 2.3 Voting by a corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. Voting by proxy A Proxy Form is attached to the 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 attend the Meeting or, if they are unable to attend in person, sign 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 attending and voting at the Meeting in person. 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 enclosed 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: (a) 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); (b) 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; (c) 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 (d) 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. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting. 2.4 Chair's voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. 2.5 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@montroyalres.com by no later than five business days before the Meeting. 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). 2.6 Right to elect to receive documents electronically or physically The Company gives notice pursuant to section 110K of the Corporations Act of the rights of Shareholders to elect to: (a) be sent certain documents in physical form; (b) be sent certain documents in electronic form; or (c) not be sent certain documents at all. Documents The documents to which this election applies includes: (a) documents that relate to a meeting of Shareholders, such as notices of meeting, proxy and voting forms; (b) documents that relate to a resolution to be considered by Shareholders without a meeting; (c) Annual Reports of the Company (comprising the financial report, directors' report and auditor's report for the relevant financial year); and (d) a notice of Shareholders’ rights under section 110K of the Corporations Act (such as this notice), unless the notice is readily available on a website, together with any other documents prescribed by relevant regulations, (collectively, the Documents). Shareholders’ rights Each Shareholder is entitled to: (a) elect to be sent Documents in either physical form or electronic form; and (b) elect not to be sent Annual Reports by the Company (and any other documents prescribed by the relevant regulations), by notifying the Company of the election. Please note: • The election to be sent certain Documents in physical form, electronic form or not at all will be in force the first business day after the Shareholder notifies the Company, unless the Shareholder specifies a later date in which case the election takes effect the first business day after that later date, or if the regulations specify another date. • A Shareholder may make an election in relation to all Documents or a specified class(es) of Documents. • A Shareholder may withdraw an election referred to above at any time by notifying the Company. The withdrawal will be in force the first business day after the Shareholder notifies the Company, unless the Shareholder specifies a later date in which case the withdrawal takes effect the first business day after that later date, or if the regulations specify another date. • An election to be sent Documents in physical form will not be in force if: o the Company is required or permitted under the Corporations Act to send Documents by a particular day; and o the election is received on or after the day that is 30 days immediately prior to the day mentioned above. Ad hoc requests to receive Documents A Shareholder may also make ad hoc requests to receive a particular Document in either physical form or electronic form. The Company will take reasonable steps to send a Document that complies with the ad hoc request by the later of the following: (a) three business days after the day on which the request is received; or (b) if the Company is permitted to send the Document under the Corporations Act by a particular time, that time. How to make your Elections and/or Requests The Company encourages all Shareholders to elect to receive electronic documents. This will allow Shareholders to be immediately informed of the Company’s activities and reduce the impact on the environment by alleviating the need to produce hard copies of the Documents. You may make your election and/or request by contacting our share registry, Automic Group Pty Ltd using the following options: Telephone: 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) Online: investor.automic.com.au By mail: Automic GPO Box 5193 Sydney NSW 2001 By email: hello@automicgroup.com.au If making your request by phone or mail, please quote your security holder reference number or holder identification number and provide the name of the registered holder. 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2024. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at https://montroyalres.com/; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the preparation and content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. 4. Resolution 1 – Remuneration Report 4.1 General In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2024 in the Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2023 annual general meeting held on 31 October 2023. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2025 annual general meeting, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report. 4.2 Additional information Resolution 1 is an ordinary resolution. Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution. 5. Resolution 2 – Re-election of Director – Mr Gary Lawler 5.1 General Article 6.3(d) of the Constitution requires that one Director must retire at each annual general meeting. Article 6.3(e) of the Constitution requires that the Directors to retire are those who have held their office as Director for the longest period since their last election or appointment to that office. In the event two or more Directors have held office for equal periods of time, the retiring Directors are to be determined by lot, unless otherwise agreed by those Directors. Article 6.3(f) of the Constitution provides that a Director who retires in accordance with Article 6.3(d) is eligible for re-election. Mr Gary Lawler was appointed as Non-Executive Director of the Company on 15 October 2018 and was last re-elected at the annual general meeting held on 24 November 2022. Accordingly, Mr Gary Lawler, retires at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2. 5.2 Mr Gary Lawler Mr Gary Lawler is a career lawyer having practiced for over 40 years primarily as a corporate / mergers and acquisitions lawyer. During his years of practice, Mr Gary Lawler has been a partner in several large Sydney based law firms and is currently a Senior Adviser at Ashurst Australia. Mr Gary Lawler brings a wealth of legal and business experience to the Board. Mr Gary Lawler is currently a director of Champion Iron Limited (ASX/TSX). Mr Gary Lawler does not currently hold any other material directorships, other than as disclosed in this Notice. The Company confirms that it took appropriate checks into Mr Gary Lawler’s background and experience and that these checks did not identify any information of concern. If elected, Mr Gary Lawler is considered by the Board (with Mr Gary Lawler abstaining) to be an independent Director. Mr Gary Lawler is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. Mr Gary Lawler has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. 5.3 Board recommendation The Board (other than Mr Gary Lawler who has a personal interest in the outcome of Resolution 2) supports the election of Mr Gary Lawler. After appropriate consideration, and taking into account Mr Gary Lawler’s past performance, contributions to the Company and the current and future needs of the Board and the Company, the Board’s members (excluding Mr Lawler) unanimously agreed that Mr Gary Lawler’s distinct set of skills and experience, are of obvious and on-going benefit to the Board. If Resolution 2 is approved, Mr Gary Lawler will be re-elected as a Director of the Company. If Resolution 2 is not approved, Mr Gary Lawler will not be re-elected as a Director of the Company. 5.4 Additional information Resolution 2 is an ordinary resolution. The Board (other than Mr Gary Lawler who has a personal interest in the outcome of Resolution 2) recommends that Shareholders vote in favour of Resolution 2. 6. Resolution 3 – Approval of 10% Placement Facility 6.1 General Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1. Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below). If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1. 6.2 Listing Rule 7.1A (a) Is the Company an eligible entity? An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $4.5 million, based on the closing price of Shares ($0.053) on 10 October 2024. (b) What Equity Securities can be issued? Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity. As at the date of the Notice, the Company has on issue one quoted class of Equity Securities, being Shares. (c) How many Equity Securities can be issued? Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula: (A x D) – E Where: A= is the number of Shares on issue at the commencement of the Relevant Period: (A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17; (B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (C) (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (1) the agreement was entered into before the commencement of the Relevant Period; or (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; (D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period; (E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and (F) less the number of fully paid Shares cancelled in the Relevant Period. Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity. (d) D= is 10%. E= is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4. What is the interaction with Listing Rule 7.1? The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1. (e) At what price can the Equity Securities be issued? Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued, (Minimum Issue Price). (f) When can Equity Securities be issued? Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of: (i) the date that is 12 months after the date of the Meeting; (ii) the time and date of the Company's next annual general meeting; or (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (10% Placement Period). (g) What is the effect of Resolution 3? The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1. 6.3 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility: (a) Final date for issue The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) above). (b) Minimum issue price Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.2(e) above). (c) Purposes of issues under the 10% Placement Facility The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital. (d) Risk of economic and voting dilution Shareholders should note that there is a risk that: (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities. If this Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares). The table below shows the dilution of existing Shareholders based on the curren