Announcement PDF 7 June 2024 GENERAL MEETING NOTICE AND PROXY FORM A General Meeting (Meeting) of Celsius Resources Limited (Celsius or the Company) will be held on Monday, 8 July at 4:00pm (WST) by virtual meeting facility and physically at Level 5, 191 St. Georges Terrace, Perth, Western Australia. The Notice of Meeting (Notice) can be viewed and downloaded at https://celsiusresources.com/investors/. The Notice includes information on participating in the Meeting and the business to be considered at the Meeting. In accordance with section 110E of the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), the Company will not be sending hard copies of the Notice unless a Shareholder has elected to receive documents in hard copy. If you have not elected to receive documents in hard copy, you can still request a hard copy of the Notice by contacting the Company Secretary by telephone on +61 8 6245 9438 or via email at info@celsiusresources.com.au. If you are unable to attend the Meeting, the Company strongly encourages shareholders to lodge a proxy form prior to the Meeting. Shareholders can lodge their proxy by going to https://investor.automic.com.au/#loginsah and logging in with your holder number (HIN/SRN), which you can find on your enclosed personalised proxy form. Your proxy form must be received by 4:00pm (WST) 6 July 2024, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting. The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser. If you have any difficulties obtaining a copy of the Notice, please contact the Company’s share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Yours faithfully Julito Sarmiento Executive Chairman Celsius Resources Limited Level 5, 191 St. Georges Terrace, Perth WA 6000 PO Box 7059, Cloisters Square PO, Perth WA 6850 P: +61 2 8072 1400 E: info@celsiusresources.com.au celsiusresources.com.au Celsius Resources Limited ACN 009 162 949 Notice of General Meeting A General Meeting of the Company will be held as follows: Time and date: 4:00pm (AWST) on 8 July 2024 In-person: Level 5, 191 St Georges Terrace, Perth WA 6000 Virtual meeting link: https://us02web.zoom.us/webinar/register/WN_f1MZwL2vQsGATqSWmiTt_A 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 Secretary by telephone on +61 (2) 8072 1400. Shareholders are urged to vote by lodging the Proxy Form Celsius Resources Limited ACN 009 162 949 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of Celsius Resources Limited (Company) will be held in-person at Level 5, 191 St Georges Terrace, Perth WA 6000 and will also be held virtually via an online platform at 4:00pm (AWST) on 8 July 2024 (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are included as 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 6 July 2024 at 5:00pm (AWST). Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Resolutions Resolution 1 – Ratification of issue of Placement Securities To consider and, if thought fit, to pass with or without amendment, each as separate ordinary resolutions, the following: ‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 307,333,326 Placement Securities as follows: (a) 153,666,663 Placement Shares issued under Listing Rule 7.1A; and (b) 153,666,663 Placement Warrants issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’ Resolution 2 – Ratification of issue of Broker Placement Securities To consider and, if thought fit, to pass with or without amendment, each as separate ordinary resolutions, the following: ‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,116,665 Broker Placement Securities as follows: (a) 8,641,666 Broker Placement Shares issued under Listing Rule 7.1; and (b) 8,474,999 Broker Placement Warrants issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’ Page 2 Resolution 3 – Ratification of issue of Silvercorp Placement Securities To consider and, if thought fit, to pass with or without amendment, each as separate ordinary resolutions, the following: ‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 39,105,504 Silvercorp Placement Securities as follows: (a) 19,552,752 Silvercorp Placement Shares issued under Listing Rule 7.1A; and (b) 19,552,752 Silvercorp Placement Warrants issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’ Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: Resolution 1(a) and (b): by or on behalf of a person who participated in the issue of the Placement Securities, or any of their respective associates, or their nominees. Resolution 2(a) and (b): by or on behalf of the Broker and any other person who participated in the issue of the Broker Placement Securities, or any of their respective associates, or their nominees. Resolution 3(a) and (b): by or on behalf of Silvercorp and any other person who participated in the issue of the Silvercorp Placement Securities, or any of their respective associates, or their nominees. 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 on the Resolution, 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 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. BY ORDER OF THE BOARD Julito Sarmiento Executive Chairman Celsius Resources Limited Dated: 30 May 2024 Page 3 Celsius Resources Limited ACN 009 162 949 (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 in-person at Level 5, 191 St Georges Terrace, Perth WA 6000 and also virtually via an online platform at 4:00pm (AWST) on 8 July 2024. 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 Resolution 1 – Ratification of issue of Placement Securities Section 4 Resolution 2 – Ratification of issue of Broker Placement Securities Section 5 Resolution 3 – Ratification of issue of Silvercorp Placement Securities Schedule 1 Definitions Schedule 2 Summary of terms and conditions of Warrants A Proxy Form is made available at the end of the Explanatory Memorandum. Page 4 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. Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Attending the Meeting virtually The Company is pleased to provide Shareholders with the opportunity to attend and participate in the Meeting virtually through an online meeting platform powered by Automic, where Shareholders will be able to watch, listen, and vote online. To access the virtual Meeting: (a) Open your internet browser and go to investor.automic.com.au. (b) Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the Meeting to ensure there is no delay in attending the virtual Meeting. (c) After logging in, a banner will be displayed at the top once the Meeting is open for registration, click on “View” when this appears. (d) Click on “Register” and follow the steps. (e) Click on the URL to join the webcast where you can view and listen to the virtual Meeting. (f) Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen. (g) Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted. You may still vote at the virtual Meeting even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance at the Meeting will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that resolution. 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 their appointment, including any authority under which it is signed. Page 5 2.4 Voting by proxy Shareholders are encouraged to vote by completing a Proxy Form. 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 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 or virtually. 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: (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 Page 6 as the proxy for the purposes of voting on the resolution at the meeting. Your proxy voting instruction must be received by 4:00pm (AWST) on 6 July 2024, being not later than 48 hours before the commencement of the Meeting. 2.5 Depositary Interest holders Persons Entitled to Vote The Form of Instruction (accompanying this Notice of Meeting) must be signed by the depositary interest holder or an attorney duly authorised in writing and deposited at the office of the Depositary, Computershare Investor Services PLC, located at The Pavilions, Bridgewater Road, Bristol BS99 6ZY by 5:00 pm (UK Time) on 4 July 2024. Any Form of Instruction received after that time will not be valid for the Meeting. CREST Voting Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company’s agent (3RA50) no later than 5:00 pm (UK Time) on 4 July 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 2.6 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. 2.7 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@celsiusresources.com.au by 4 July 2024. Page 7 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. Resolution 1 – Ratification of issue of Placement Securities 3.1 General On 12 April 2024, the Company completed a placement raising approximately £922,000 (before costs) (Placement). The Placement is comprised of the following tranches: (a) the issue of 153,666,663 Shares (Placement Shares) to unrelated parties at an issue price of £0.006 each under Listing Rule 7.1A; (b) the issue of 153,666,663 free-attaching unquoted Warrants (Placement Warrants) under Listing Rule 7.1, on the basis of one (1) Placement Warrant for each Placement Share subscribed for and issued under the Placement; and (c) the issue of 8,641,666 Shares (Broker Placement Shares) and 8,474,999 freeattaching unquoted Warrants (Broker Placement Warrants) to the Broker (or its nominees) under Listing Rule 7.1. On 18 April 2024, the Company issued the Placement Shares and the Placement Warrants (together, the Placement Securities) using the Company’s available placement capacity under Listing Rules 7.1 and 7.1A in the proportions set out above. Resolution 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Securities. 3.2 Listing Rules 7.1, 7.1A and 7.4 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. Under Listing Rule 7.1A, 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 this approval at its 2023 annual general meeting held on 14 November 2023. The issue of the Placement Securities does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as they have not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and the additional 10% placement capacity under Listing Rule 7.1A. This reduces the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the issue of the Placement Securities. Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Page 8 Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A. The effect of Shareholders passing Resolution 1(a) and (b) 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, and the additional 10% placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval. If Resolution 1(a) is passed, 153,666,663 Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 1(b) is passed, 153,666,663 Placement Warrants will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 1(a) is not passed, 153,666,663 Placement Shares will continue to be included in the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 153,666,663 Equity Securities for the 12-month period following the issue of those Placement Shares (and assuming the Company’s approval under Listing Rule 7.1A remains in force for this period). If Resolution 1(b) is not passed, 153,666,663 Placement Warrants will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 153,666,663 Equity Securities for the 12-month period following the issue of those Placement Warrants. The Company confirms that Listing Rules 7.1 and 7.1A were not breached at the time the Placement Securities were issued. 3.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Securities: (a) The Placement Securities were issued to a range of professional and sophisticated investors, none of whom are a related party or a Material Investor of the Company. The participants in the Placement were identified through a bookbuild process, which involved the Broker seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Broker. (b) A total of 307,333,326 Placement Securities were issued, as follows: (i) 153,666,663 Placement Shares were issued within the Company’s additional 10% placement capacity permitted under Listing Rule 7.1A; and (ii) 153,666,663 Placement Warrants were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1. Page 9 3.4 (c) The Placement Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. The Placement Warrants are exercisable at £0.009 per Warrant on or before 31 December 2026 and are otherwise subject to the terms and conditions summarised in Schedule 2. (d) The Placement Securities were issued on 18 April 2024. (e) The Placement Shares were issued at £0.006 each. No funds were raised by the issue of the Placement Warrants as they were issued on a free-attaching basis to the Placement Shares issued under the Placement. (f) The proceeds from the Placement are intended to be applied towards: (i) early development works at the MCB Copper-Gold Project; (ii) permitting costs at the Sagay Copper-Gold Project; (iii) exploration costs at the Botilao Copper-Gold Project; and (iv) general working capital. (g) There are no other material terms to the agreement for the subscription of the Placement Securities. (h) A voting exclusion statement is included in the Notice. Additional information Each of Resolution 1(a) and (b) is an ordinary Resolution. The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b). 4. Resolution 2 – Ratification of issue of Broker Placement Securities 4.1 General Refer to Section 3.1 for the background to the Placement. WH Ireland acted as corporate broker and financial adviser to the Placement (Broker). As incentive consideration for the provision of corporate and financial / consultant services, the Company agreed to issue the Broker (or its nominee) the Broker Placement Shares and the Broker Placement Warrants (together, the Broker Placement Securities). On 18 April 2024, the Company issued the Broker Placement Securities without prior Shareholder approval using the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 2(a) and (b) seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Broker Placement Securities. Page 10 4.2 Summary of material terms of Broker Mandate The Company entered into a mandate agreement dated 25 March 2024 appointing WH Ireland as corporate broker and financial adviser in respect of the Placement (Broker Mandate). The Company agreed to pay the following fees to WH Ireland (or its nominee) pursuant to the Broker Mandate: (a) a 5% commission on the total proceeds from the Placement; and (b) a corporate finance fee of £5,000 (plus VAT, if applicable), which was made payable in Broker Placement Shares and Broker Placement Warrants on the same terms as those issued under the Placement. In addition to the above, the Company agreed to issue WH Ireland (or its nominee) 166,667 Broker Placement Shares at a deemed issue price of £0.006 each as consideration for a £1,000 retainer fee. The Broker Mandate otherwise contains terms and conditions (including standard representations, warranties and indemnities) considered standard for an agreement of this nature. 4.3 Listing Rules 7.1 and 7.4 A summary of Listing Rules 7.1 and 7.4 is in Section 3.2 above. The effect of Shareholders passing Resolution 2(a) and (b) 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 2(a) is passed, 8,641,666 Broker Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 2(b) is passed, 8,474,999 Broker Placement Warrants will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. If Resolution 2(a) is not passed, 8,641,666 Broker Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 8,641,666 Equity Securities for the 12-month period following the issue of those Broker Placement Shares. If Resolution 2(b) is not passed, 8,474,999 Broker Placement Warrants will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 8,474,999 Equity Securities for the 12-month period following the issue of those Broker Placement Warrants. Page 11 The Company confirms that Listing Rule 7.1 was not breached at the time the Broker Placement Securities were issued. 4.4 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Broker Placement Securities: 4.5 (a) The Broker Placement Securities were issued to WH Ireland (or its nominee) who is not a related party or Material Investor of the Company. (b) A total of 17,116,665 Broker Placement Securities were issued, as follows: (i) 8,641,666 Broker Placement Shares were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1; and (ii) 8,474,999 Broker Placement Warrants were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1. (c) The Broker Placement Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. The Broker Placement Warrants are exercisable at £0.009 per Warrant on or before 31 December 2026 and are otherwise subject to the terms and conditions summarised in Schedule 2. (d) The Broker Placement Securities were issued on 18 April 2024. (e) The Broker Placement Securities were issued for nil cash consideration as incentive consideration for corporate and financial / consultant services provided to the Company in connection with the Placement. Accordingly, no funds were raised from the issue of the Broker Placement Securities. (f) A summary of the material terms of the Broker Mandate is in Section 4.2 above. (g) A voting exclusion statement is included in the Notice. Additional information Each of Resolution 2(a) and (b) is an ordinary Resolution. The Board recommends that Shareholders vote in favour of Resolution 2(a) and (b). 5. Resolution 3 – Ratification of issue of Silvercorp Placement Securities 5.1 General Refer to Section 3.1 for the background to the Placement. On 18 April 2024, the Company advised that substantial Shareholder, Silvercorp Metals Inc. (Silvercorp), exercised its participation right to participate in the Placement on equivalent terms Page 12 to other subscribers in the Placement. 1 As announced on 15 May 2023, the Company agreed to provide Silvercorp with a reasonable opportunity to participate in future equity offers in the Company on equivalent terms to other subscribers for a period of two year