Announcement PDF CHARIOT CORPORATION LIMITED ACN 637 559 847 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:00am DATE: Tuesday, 11 February 2025 PLACE: Level 5, 191 St Georges Terrace, Perth Western Australia The business of the Meeting affects your shareholding and your vote is important. This Notice 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 10:00am (WST) on 9 February 2025. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES AND OPTIONS UNDER PLACEMENT – 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 7,342,000 Shares and 7,342,000 Options to the Placement Participants, 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 ISSUE OF OPTIONS TO LEAD MANAGER OF THE PLACEMENT – 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 7,778,764 Options to Ignite Equity Pty Ltd (or its nominee/s) 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 FOR DIRECTOR PARTICIPATION IN THE PLACEMENT – SHANTHAR PATHMANATHAN 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 up to 500,000 Shares and 500,000 Options to Mr Shanthar Pathmanathan (or his nominee/s) 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 – APPROVAL FOR DIRECTOR PARTICIPATION IN THE PLACEMENT – FREDERICK FORNI 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 up to 250,000 Shares and 250,000 Options to Mr Frederick Forni (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 5. RESOLUTION 5 – APPROVAL TO ISSUE CONSIDERATION SHARES 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 1,000,000 Shares to Black Mtn. Lithium Corp. (or their nominee/s) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 1 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: RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES AND OPTIONS UNDER PLACEMENT – LISTING RULE 7.1 The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS TO LEAD MANAGER OF THE PLACEMENT – LISTING RULE 7.1 Ignite Equity Pty Ltd (or its nominee/s), or any other person who participated in the issue or an associate of that person or those persons. RESOLUTION 3 – APPROVAL FOR DIRECTOR PARTICIPATION IN THE PLACEMENT – SHANTHAR PATHMANATHAN Shanthar Pathmanathan (or his nominee/s) 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 4 – APPROVAL FOR DIRECTOR PARTICIPATION IN THE PLACEMENT – FREDERICK FORNI Frederick Forni (or his nominee/s) 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 5 – APPROVAL TO ISSUE CONSIDERATION SHARES Black Mtn. Lithium Corp. (or their nominee/s) or any other 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) 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. 2 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 or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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 please do not hesitate to contact the Company Secretary on ir@chariotcorporation.com. 3 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. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES AND OPTIONS UNDER THE PLACEMENT LISTING RULE 7.1 1.1 General The Company previously issued a total of 7,342,000 Shares and 7,342,000 Options to unrelated sophisticated and professional investors (Placement Participants) pursuant to a placement that was announced to ASX on 21 October 2024 (Placement). The Shares were issued on 28 October 2024, at an issue price of $0.20 per Share, raising $1,468,400 (before costs). The Options were issued on 28 October 2024, free attaching to Shares issued under the Placement, on the basis of: (a) 1 Option, exercisable at $0.30 and expiring on 17 October 2025 (the 2025 Options), for every 2 Shares subscribed for and issued; and (b) 1 Option, exercisable at $0.35 and expiring on 17 October 2026 (the 2026 Options), for every 2 Shares subscribed for and issued. The full terms and conditions of the Options are otherwise set out in Schedule 1. The purpose of the issue of the Shares is to raise capital, which the Company intends to apply towards: (i) phase 2 drilling at the Black Mountain Lithium Project, (ii) the 4th purchase price payment to Black Mountain Lithium Corp., one of the Black Mountain Project vendors, (iii) initial execution of the pilot mine strategy, including metallurgical testing in Perth and a scoping study for a pilot mine and general working capital. The Shares and Options were issued under the Company’s existing placement capacity pursuant to Listing Rule 7.1. Resolution 1 seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of the Shares and Options to the Placement Participants. 1.2 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 22 May 2024. The issues do 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 dates of the issues. 1.3 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 pursuant to Listing Rule 7.1 or 7.1A (provided that the previous issue did not breach Listing Rule 7.1). If they do, the issue is taken to have been approved under Listing Rule 7.1 or 7.1A and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 or 7.1A. 4 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 or 7.1A. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 1.4 Technical information required by Listing Rule 14.1A If the Resolution is passed, the issue 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 the issue. If the Resolution is not passed, the issue 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 the issue. 1.5 Technical information required by Listing Rule 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The Shares and Options were issued to the Placement Participants, comprised of professional and sophisticated investors who were identified through a bookbuild process, which involved seeking expressions of interest to participate in the Placement from non-related parties of the Company. The Company confirms that no Material Persons were agreed to be issued more than 1% of the issued capital of the Company. Number and class of Securities issued A total of 7,342,000 Shares were issued. Terms of Securities The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. A total of 7,342,000 Options were issued, comprising 3,671,000 2025 Options and 3,671,000 2026 Options. The Options were issued on the terms and conditions set out in Schedule 1. Date(s) on or by which the Securities were issued The Shares and Options were issued on 28 October 2024. Price or other consideration the Company received for the Securities The Shares were issued at an issue price of $0.20 per Share and a total of $1,468,400 (before costs) was raised from the issue. The Options were issued free attaching to Shares issued under the Placement, on the basis of 1 2025 Option for every 2 Shares issued and 1 2026 Options for every 2 Shares issued. Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue of the Shares is to raise capital, which the Company intends to apply towards the items outlined in Section 1.1 above. No funds were raised from the issue of the Options. The Options were issued to incentivise investor participation in the Placement and will raise additional capital for the Company in the event they are exercised. Summary of material terms of agreement to issue The Shares and Options were not issued pursuant to an agreement. Voting Exclusion Statement A voting exclusion statement applies to this Resolution. Compliance The issue did not breach Listing Rule 7.1. 5 1.6 Board recommendation The Board unanimously recommends that Shareholders vote in favour of this Resolution. Additionally, each of the Directors intend to vote (or cause to be voted) each Share that they control in favour of the Resolution. 2. RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS TO LEAD MANAGER OF THE PLACEMENT – LISTING RULE 7.1 2.1 General On 5 November 2024, the Company issued a total of 7,778,764 Options to Ignite Equity Pty Ltd (or its nominee/s) (comprising 3,799,382 2025 Options and 3,799,382 2026 Options), in consideration for acting as lead manager to the Placement. The full terms and conditions of the Options are otherwise set out in Schedule 1. The Options were issued under the Company’s existing placement capacity pursuant to Listing Rule 7.1. Resolution 2 seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of the Options. 2.2 Listing Rules 7.1 and 7.1A A summary of Lisitng Rules 7.1 and 7.1A is set out in Section 1.2 above. The issue 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 the issue. 2.3 Listing Rule 7.4 A summary of Listing Rule 7.4 is set out in Section 1.3 above. 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 or 7.1A. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 2.4 Technical information required by Listing Rule 14.1A If the Resolution is passed, the issue 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 the issue. If the Resolution is not passed, the issue 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 the issue. 2.5 Technical information required by Listing Rule 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The Options were issued to Ignite Equity Pty Ltd (or its Number and class of Securities issued A total of 7,778,764 Options were issued, comprising Terms of Securities The Options were issued on the terms and conditions set out in Schedule 1. nominee/s). 3,799,382 2025 Options and 3,799,382 2026 Options. 6 REQUIRED INFORMATION DETAILS Date(s) on or by which the Securities were issued The Options were issued on 5 November 2024. Price or other consideration the Company received for the Securities No funds were raised from the issue. The Options were issued as consideration for the provision of lead manager services. Purpose of the issue, including the intended use of any funds raised by the issue No funds were raised from the issue. The Options were issued as consideration for the provision of lead manager services. Summary of material terms of agreement to issue The Options were issued pursuant to a mandate between the Company and Ignite Equity Pty Ltd. The material terms of the mandate were: (a) (b) 2.6 Ignite Equity Pty Ltd agreed to act as lead manager to the Placement and, in consideration for these services: (i) was paid a 6% cash fee on the total amount raised. (ii) Will be granted 3,799,382 2025 Options and 3,799,382 2026 Options, subject to the passing of this Resolution. Ignite Equity Pty Ltd was granted a first right of refusal to act as lead manager for the Company’s next capital raising. Voting Exclusion Statement A voting exclusion statement applies to this Resolution. Compliance The issue did not breach Listing Rule 7.1. Board recommendation The Board unanimously recommends that Shareholders vote in favour of this Resolution. Additionally, each of the Directors intend to vote (or cause to be voted) each Share that they control in favour of the Resolution. 3. RESOLUTION 3 – APPROVAL FOR DIRECTOR PARTICIPATION IN THE PLACEMENT – SHANTHAR PATHMANATHAN 3.1 General This Resolution seeks Shareholder approval for purposes of Listing Rule 10.11 for the issue of 500,000 Shares and 500,000 Options (comprising 250,000 2025 Options and 250,000 2026 Options) to Mr Shanthar Pathmanathan (or his nominee(s)), to enable his participation in the Company’s Placement, on the same terms as unrelated participants. 3.2 Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act requires that 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 constitutes giving a financial benefit and Shanthar Pathmanathan is a related party of the Company by virtue of being a Director. 7 The Directors (other than Shanthar Pathmanathan, who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to Shanthar Pathmanathan (or his nominee(s)) on the same terms as Securities issued to non-related party participants in the capital raising and as such the giving of the financial benefit is on arm’s length terms. 3.3 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 issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders. The issue 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. 3.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue 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) and will raise additional funds which will be used in the manner set out in Section 1.1. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity. If this Resolution is not passed, the Company will not be able to proceed with the issue and no further funds will be raised. 3.5 Technical Information required by Listing Rule 10.13 REQUIRED INFORMATION DETAILS Name of the person to whom Securities will be issued Shanthar Pathmanathan, or his nominee/s. Categorisation under Listing Rule 10.11 Shanthar Pathmanathan falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of Shanthar Pathmanathan who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. Number of Securities and class to be issued 500,000 Shares will be issued and 500,000 Options will be issued (comprising 250,000 2025 Options and 250,000 2026 Options). Terms of Securities The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. 8 REQUIRED INFORMATION DETAILS The Options will be issued on the terms and conditions set out in Schedule 1. Date(s) on or by which the Securities will be issued The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one 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). Price or other consideration the Company will receive for the Securities $0.20 per Share and nil per Option as the Options will be issued free attaching with the Shares. Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue is to raise capital, which the Company intends to apply towards the items outlined in Section 1.1. Summary of material terms of agreement to issue The Securities will be issued pursuant to a customary subscription letter, whereby Shanthar Pathmanathan (or his nominee/s) has agreed to subscribe for the Securities for the issue price. The agreement contains customary representations and warranties from both the subscriber and the Company. Voting exclusion statement A voting exclusion statement applies to this Resolution. 4. RESOLUTION 4 – APPROVAL FOR DIRECTOR PARTICIPATION IN THE PLACEMENT – FREDERICK FORNI 4.1 General This Resolution seeks Shareholder approval for purposes of Listing Rule 10.11 for the issue of 250,000 Shares and 250,000 Options (comprising 125,000 2025 Options and 125,000 2026 Options) to Mr Frederick Forni (or his nominee(s)), to enable his participation in the Company’s Placement, on the same terms as unrelated participants. 4.2 Chapter 2E of the Corporations Act A summary of Chapter 2E of the Corporations Act is set out in Section 3.2. The issue constitutes giving a financial benefit and Frederick Forni is a related party of the Company by virtue of being a Director. The Directors (other than Frederick Forni, who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to Frederick Forni (or his nominee(s)) on the same terms as Securities issued to non-related party participants in the capital raising and as such the giving of the financial benefit is on arm’s length terms. 4.3 Listing Rule 10.11 A summary of Listing Rule 10.11 is set out in Section 3.3. The issue 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. 4.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue 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) and will raise additional funds which will be used in the manner set out in Section 1.1. As approval pursuant to Listing Rule 7.1 is not required for the 9 issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity. If this Resolution is not passed, the Company will not be able to proceed with the issue and no further funds will be raised. 4.5 Technical Information required by Listing Rule 10.13 REQUIRED INFORMATION DETAILS Name of the person to whom Securities will be issued Frederick Forni, or his nominee/s. Categorisation under Listing Rule 10.11 Frederick Forni falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of Frederick Forni who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. Number of Securities and class to be issued 250,000 Shares will be issued and 250,000 Options will be issued (comprising 125,000 2025 Options and 125,000 2026 Options). Terms of Securities The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Options will be issued on the terms and conditions set out in Schedule 1. Date(s) on or by which the Securities will be issued The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one 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). Price or other consideration the Company will receive for the Securities $0.20 per Share and nil per Option as the Options will be issued free attaching with the Shares. Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue is to raise capital, which the Company intends to apply towards the items outlined in Section 1.1. Summary of material terms of agreement to issue The Securities will be issued pursuant to a customary subscription letter, whereby Frederick Forni (or his nominee/s) has agreed to subscribe for the Securities for the issue price. The agreement contains customary representations and warranties from both the subscriber and the Company. Voting exclusion statement A voting exclusion statement applies to this Resolution. 5. RESOLUTION 5 – APPROVAL TO ISSUE CONSIDERATION SHARES 5.1 General As disclosed in the Company’s initial public offer prospectus dated 23 August 2023 (Prospectus), the Company’s subsidiary Panther Lithium Corporation (PLC) is party to an exploration and secured option agreement with Black Mountain Lithium Corporation (also known as Black Mtn. Lithium Corp.) (Black Mtn. Lithium Corp. or BMLC) dated to be effective 20 July 2022 and varied on 27 April 2023 (BMLC Option Agreement), pursuant to 10 which BMLC granted PLC the sole and exclusive option to purchase 27 lode claims at the Black Mountain Project (Purchase Option), which PLC exercised on 27 April 2023. A summary of the material terms and conditions of the BMLC Option Agreement is set out in section 6.2.1 of the Prospectus. As announced on 13 December 2024, PLC has entered into an amendment to the BMLC Option Agreement with BMLC to vary the consideration payable under the BMLC Option Agreement (BMLC Amendment Deed). The material terms of the BMLC Amendment Deed are as follows: (a) (Purchase Price): PLC and BMLC have agreed, pursuant to the BMLC Amendment Deed, to increase the total consideration payable under the BMLC Option Deed from USD$4,000,000 to USD$4,100,000 plus 1,000,000 Shares, subject to obtaining Shareholder approval (Consideration Shares). (b) (Payment of Purchase Price): PLC and BMLC have agreed, pursuant to the BMLC Amendment Deed, to vary the 12 month Purchase Option anniversary payment under the BMLC Option Deed from USD$750,000 to be paid on 30 December 2024, to the following: (i