Announcement PDF Legacy Minerals Holdings Limited ABN 43 650 398 897 Notice of General Meeting Notice is given that a general meeting of the Company (Meeting) will be held at: Time 11:00am (AEST) Date Wednesday, 30 July 2025 Place Vintage Room, Level 5, 89 Macquarie Street Sydney NSW 2000 Important: This Notice is an important document that should be read in its entirety. If you are in any doubt or have any questions about this document, you should promptly consult your stockbroker, accountant or other professional adviser. Page 1 of 25 | ABN 43 650 398 897 3/202 Russell Street Bathurst, 2795 ASX: LGM Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 Notice of General Meeting Notice is given that the general meeting of Legacy Minerals Holdings Limited ACN 650 398 897 (Company) will be held at 11:00am (AEST) on Wednesday, 30 July 2025 at the Vintage Room, Level 5, 89 Macquarie Street Sydney NSW 2000. Agenda 1 Resolutions 1(a) and (b) – Ratification of issue of Tranche 1 Placement Shares To consider and, if thought fit, to pass, with or without amendment, the following resolutions each as a separate ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of an aggregate of 31,111,111 Tranche 1 Placement Shares at $0.18 per Share, as follows: (a) 18,618,041 Tranche 1 Placement Shares under Listing Rule 7.1; and (b) 12,493,070 Tranche 1 Placement Shares under Listing Rule 7.1A, as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares or a counterparty to the agreement being approved, or any of their respective associates. 2 Resolution 2 – Approval to issue Tranche 1 Placement Options To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 15,555,585 Tranche 1 Placement Options to the Tranche 1 Placement Participants as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Tranche 1 Placement Participants (or their respective nominees) or any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Tranche 1 Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 3 Resolution 3 – Approval to issue Tranche 2 Placement Shares To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 11,388,889 Tranche 2 Placement Shares at $0.18 2 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 per Share to the Tranche 2 Placement Participants as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Tranche 2 Placement Participants (or their respective nominees) or any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 4 Resolution 4 – Approval to issue Tranche 2 Placement Options To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 5,694,445 Tranche 2 Placement Options to the Tranche 2 Placement Participants as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Tranche 2 Placement Participants (or their respective nominees) or any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Tranche 2 Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 5 Resolution 5 – Approval to issue Director Placement Securities To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance Listing Rule 10.11 and for all other purposes, Shareholders approve the proposed issue of 555,556 Director Placement Shares at $0.18 per Share and 277,778 Director Placement Options to Mr David Carland (or his nominee) as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr David Carland (and his nominee), or any of his respective associates. 6 Resolution 6 – Approval to issue Lead Manager Options To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 7,750,000 Lead Manager Options to the Joint Lead Managers (or their respective nominees) as described in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Joint Lead Managers (and their respective nominees) or any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue of Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. 3 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 Voting exclusions and exceptions Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable). Resolution Exceptions 1(a), 1(b), 2, 3 4, 5 and 6 The voting exclusion does not apply to a vote cast in favour of the 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 Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. Voting entitlements The Company has determined that, in accordance with section 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 5:00pm (AEST) on 28 July 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Voting instructions (a) Votes at the Meeting may be given personally or by proxy, attorney or representative. (b) A proxy need not be a Shareholder of the Company. (c) The Proxy Form sent with this Notice should be used for the Meeting. (d) Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies. (e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney. 4 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy of it must be received by the Company in accordance with this Notice. (g) Any corporation that is a Shareholder may appoint a representative to attend and vote for that corporation at the Meeting. Appointments of corporate representatives must be received by the Company in accordance with this Notice or handed in at the Meeting when registering as a corporate representative. (h) Any directed proxies that are not voted on a poll at the Meeting by a Shareholder's appointed proxy will automatically default to the Chair, who is required to vote proxies as directed on a poll. (i) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be lodged with the Company’s share registry, Automic: (i) by post to Automic, GPO Box 5193, Sydney, NSW 2001; (ii) online by scanning the QR code in the Proxy Form; (iii) lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form; (iv) by email to meetings@automicgroup.com.au; (v) in person at Automic, Level 5, 126 Phillip Street, Sydney NSW 2000; or (vi) by facsimile to +61 2 8583 3040, so that they are received no later than 48 hours before the commencement of the Meeting. (j) The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. Document components This document includes this Notice and the accompanying Explanatory Statement and Proxy Form. Authorisation By order of the Board. Ian Morgan Company Secretary 27 June 2025 5 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 Explanatory Statement This Explanatory Statement sets out the information which the Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions. The Explanatory Statement forms part of the Notice which should be read in its entirety. The Explanatory Statement contains the terms and conditions on which the Resolutions will be voted. The Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions: A Proxy Form is located at the end of the Explanatory Statement. 1 General In accordance with section 110D of the Corporations Act, this Notice and Explanatory Statement are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, other than to any Shareholder who has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy of this Notice at least 48 hours before the Meeting. The Notice can be viewed online and downloaded via: (a) the Company’s website at https://legacyminerals.com.au (b) the Company’s ASX platform at https://www.asx.com.au/markets/company/LGM; or (c) if the Shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the Shareholder’s nominated email address. 2 Background to Resolutions 2.1 Placement On 16 May 2025, the Company announced that it had received binding commitments for a placement of Shares to raise $7,750,000 (before costs) to be issued by the Company with one (1) attaching New Option for no additional consideration (on the terms and conditions set out in Schedule 1) for every two (2) Shares issued under the placement (Placement). The Placement comprises: (a) 31,111,111 Shares at an issue price of $0.18 per Share were issued to non-related professional and sophisticated investors out of the Company’s existing Listing Rule 7.1 and 7.1A capacities to raise $5,600,000 (before costs), and, subject to shareholder approval, the proposed issue of up to 15,555,585 attaching New Options for no additional consideration (together, Tranche 1 Placement); (b) up to 11,388,889 Shares are proposed to be issued at an issue price of $0.18 per Share, together with up to 5,694,445 attaching New Options for no additional consideration to nonrelated professional and sophisticated investors, subject to shareholder approval, to raise up to $2,050,000 (before costs), (together, Tranche 2 Placement); and 6 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 (c) a further 555,556 Shares at an issue price of $0.18 per Share, together with 277,778 attaching New Options for no additional consideration (together, the Director Placement Securities), are proposed to be issued to Mr David Carland (or his nominee), a Director, subject to shareholder approval, to raise a further $100,000 (before costs) (together, Director Placement). On 21 May 2025, the Company issued 31,111,111 Shares to non-related participants pursuant to the Tranche 1 Placement out of the Company’s available placement capacity under Listing Rules 7.1 and 7.1A. The Tranche 1 Placement Shares are the subject of Resolution 1. As set out above, the Tranche 1 Placement includes the issue of up to 15,555,585 attaching unquoted New Options for no additional consideration to be issued on the terms and conditions set out in Schedule 1. The Tranche 1 Placement Options are the subject of Resolution 2. As set out above, the Tranche 2 Placement includes the issue of up to 11,388,889 Tranche 2 Placement Shares. The Tranche 2 Placement Shares are the subject of Resolution 3. As set out above, the Tranche 2 Placement includes the issue of up to 5,694,445 attaching unquoted New Options for no additional consideration issued on the terms and conditions set out in Schedule 1. The Tranche 2 Placement Options are the subject of Resolution 4. As set out above, the Director Placement includes the issue of 555,556 Director Placement Shares. The Director Placement includes the issue of 277,778 attaching unquoted New Options for no additional consideration issued on the terms and conditions set out in Schedule 1. The Director Placement Securities are the subject of Resolution 5. The Company engaged Bell Potter and Cumulus as joint lead managers to the Placement (Joint Lead Managers). The Joint Lead Managers will receive a cash fee of 6% of gross funds raised under the Placement and up to 7,750,000 Lead Manager Options as consideration for lead manager services provided with respect to the Placement (refer to Resolution 6 for further details). 7 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 2.2 Details of movements in Equity Securities Date Issued Resolution Details Resolution Number Price per Share Shares Options Equity Securities Dilution Full Dilution $ Number Number Number % % 124,930,707 40,280,801 165,211,508 Equity Securities on issue prior to the Placement 21 May 2025 21 May 2025 Ratification of issue of Tranche 1 Placement Shares - Listing Rule 7.1 Ratification of issue of Tranche 1 Placement Shares - Listing Rule 7.1A 1(a) $0.18 18,618,041 - 18,618,041 1(b) $0.18 12,493,070 - 12,493,070 156,041,818 40,280,801 196,322,619 92.9% 82.6% Equity Securities on issue at the date of the Notice Approval to issue Tranche 1 Placement Options 2 - Approval to issue Tranche 2 Placement Shares 3 $0.18 Approval to issue Tranche 2 Placement Options 4 - Approval to issue Director Placement Securities 5 $0.18 Approval to issue Lead Manager Options 6 - Equity Securities on issue assuming all Resolutions are passed - 15,555,585 15,555,585 0.0% 6.5% 11,388,889 - 11,388,889 6.8% 4.8% - 5,694,445 5,694,445 0.0% 2.4% 555,556 277,778 833,334 0.3% 0.4% - 7,750,000 7,750,000 0.0% 3.3% 167,986,263 69,558,609 237,544,872 100.0% 100.0% 8 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 3 Resolutions 1(a) and (b) – Ratification of issue of Tranche 1 Placement Shares 3.1 General A summary of the Tranche 1 Placement is set out in section 2.1 above. On 21 May 2025, the Company issued a total of 31,111,111 Tranche 1 Placement Shares to the Tranche 1 Placement Participants using the Company's placement capacity under Listing Rules 7.1 and 7.1A to raise $5,600,000 (before costs). Resolutions 1(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue the Tranche 1 Placement Shares. Resolutions 1(a) and (b) are ordinary resolutions. The Board recommends that Shareholders vote in favour of each of the resolutions which form part of Resolutions 1(a) and (b). 3.2 Listing Rules 7.1, 7.1A and 7.4 Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. Under Listing Rule 7.1A an eligible entity can seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 1 November 2024. Listing Rule 7.4 sets out an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 and 7.1A. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issues under Listing Rules 7.1 and 7.1A. To this end, Resolutions 1(a) and (b) seek shareholder approval for the issue of the Tranche 1 Placement Shares under and for the purposes of Listing Rule 7.4. If Resolutions 1 (a) and (b) are passed, the Tranche 1 Placement Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of issue of the Tranche 1 Placement Shares (being 21 May 2025). If Resolutions 1 (a) and (b) are not passed, the Tranche 1 Placement Shares will be included in calculating the Company's 15% limit under Listing Rule 7.1 and 10% limit under Listing Rule 7.1A, effectively decreasing the number of Securities it can issue without Shareholder approval over the 12-month period following the date of issue of the Shares (being 21 May 2025). 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 Tranche 1 Placement Shares: (a) a total of 31,111,111 Tranche 1 Placement Shares were issued on 21 May 2025 as follows: 9 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 (i) 18,618,041 Tranche 1 Placement Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and (ii) 12,493,070 Tranche 1 Placement Shares were issued within the 10% limit permitted under Listing Rule 7.1A, without the need for Shareholder approval; (b) the Tranche 1 Placement Shares were issued at $0.18 per Share; (c) the Tranche 1 Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue; (d) the Tranche 1 Placement Shares were issued to the Tranche 1 Placement Participants, none of whom are a related party of the Company. Investors were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Tranche 1 Placement from existing contacts of the Company and clients of the Joint Lead Managers. None of the participants in the Tranche 1 Placement are considered to be “material investors” for the purposes of ASX Guidance Note 21, paragraph 7.4; (e) the proceeds from the issue of the Tranche 1 Placement Shares, together with existing cash reserves, are intended to be used for: (i) Expansion of Thomson Project drilling; (ii) Drake Project drill targeting of high-priority near mine and regional targets; (iii) Drake Project Stage 2 Scoping Study; and (iv) Low-cost generative exploration and working capital; (f) there are no other material terms to the agreement for the subscription of the Tranche 1 Placement Shares; and (g) a voting exclusion statement is included in the Notice. 4 Resolution 2 – Approval to issue Tranche 1 Placement Options 4.1 General A summary of the Tranche 1 Placement is set out in section 2.1 above. As part of the Tranche 1 Placement, the Company will also issue up to 15,555,585 attaching unquoted New Options for no additional consideration exercisable at $0.30 and expiring on the date that is two years from the date of issue to Tranche 1 Placement Participants on a 1 for 2 basis (Tranche 1 Placement Options). Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of up to 15,555,585 attaching Tranche 1 Placement Options for no additional consideration to the Tranche 1 Placement Participants. The Company will not seek ASX quotation for the Tranche 1 Placement Options. Resolution 2 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 2. 10 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 4.2 Listing Rules 7.1 and 7.2 Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. Listing Rule 7.2 sets out various types of equity issues that are excluded from the operation of Listing Rule 7.1 and 7.1A. The issue of the Tranche 1 Placement Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1. The effect of Resolution 2 will be to allow the Company to issue the Tranche 1 Placement Options during the period of 3 months after the Meeting without using the Company's 15% annual placement capacity under Listing Rule 7.1. If Resolution 2 is not passed, the Company will not be able to proceed to issue the Tranche 1 Placement Options. 4.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Tranche 1 Placement Options: (a) the Tranche 1 Placement Options will be issued to the same parties who acquired the Tranche 1 Placement Shares (on the basis of one (1) New Option for every two (2) Shares issued); (b) a maximum of 15,555,585 New Options are to be issued as Tranche 1 Placement Options; (c) the Tranche 1 Placement Options will not be quoted and are exercisable at $0.30 each on or before two years after their date of issue and will otherwise be issued on the terms and conditions set out in Schedule 1. The Shares to be issued on exercise of the Tranche 1 Placement Options 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 Tranche 1 Placement Options will be issued no later than 3 months after the date of the Meeting; (e) the Tranche 1 Placement Options are attaching for no additional consideration to the Shares issued pursuant to the Placement on a 1 for 2 basis; (f) the Tranche 1 Placement Options will be issued to Tranche 1 Placement Participants, none of whom will be a related party of the Company. Investors were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Tranche 1 Placement from existing contacts of the Company and clients of the Joint Lead Managers. No Tranche 1 Placement Participants are considered to be “material investors” for the purposes of ASX Guidance Note 21, paragraph 7.2; (g) no funds will be raised from the issue of the Tranche 1 Placement Options as they are attaching for no additional consideration to the Tranche 1 Placement Shares, funds raised upon any exercise of the Tranche 1 Placement Options are intended to be used for: (i) Expansion of Thomson Project drilling; (ii) Drake Project drill targeting of high-priority near mine and regional targets; (iii) Drake Project Stage 2 Scoping Study; and (iv) Low-cost generative exploration and working capital; 11 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 (h) the material terms on which the Tranche 1 Placement Options will be issued are set out in Schedule 1; (i) the Tranche 1 Placement Options are not being issued under, or to fund, a reverse takeover; and (j) a voting exclusion statement is included in the Notice. 5 Resolution 3 – Approval to issue Tranche 2 Placement Shares 5.1 General A summary of the Placement is set out in section 2.1 above. As part of the Placement, the Company will also issue up to 11,388,889 Tranche 2 Placement Shares for $0.18 per Share. Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.1 for the issue of up to 11,388,889 Tranche 2 Placement Shares to Tranche 2 Placement Participants. Resolution 3 is an ordinary resolution. The Board recommends that Shareholders vote in favour of Resolution 3. 5.2 Listing Rules 7.1 and 7.2 A summary of Listing Rules 7.1 and 7.2 is contained in section 4.2 above. The effect of Resolution 3 will be to allow the Company to issue the Tranche 2 Placement Shares during the period of 3 months after the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), without using the Company's 15% annual placement capacity under Listing Rule 7.1. If Resolution 3 is not passed, the Company will not be able to proceed to issue the Tranche 2 Placement Shares. 5.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Tranche 2 Placement Shares: (a) the Tranche 2 Placement Shares will be issued to the Tranche 2 Placement Participants, none of whom are a related party of the Company. Investors were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Tranche 2 Placement from existing contacts of the Company and clients of the Joint Lead Managers. None of the participants in the Tranche 2 Placement are considered to be “material investors” for the purposes of ASX Guidance Note 21, paragraph 7.2; (b) The Tranche 2 Placement Shares are a maximum of 11,388,889 Shares to be issued, 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; (c) the Tranche 2 Placement Shares will be issued no later than 3 months after the date of the Meeting; (d) the Tranche 2 Placement Shares will be issued at $0.18 per Share; 12 Notice of General Meeting of Legacy Minerals Holdings Limited 11:00am (AEST) on Wednesday, 30 July 2025 (e) the proceeds from the issue of the Tranche 2 Placement Shares, together with existing cash reserves, are intended to be used for: (i) Expansion of Thomson Project drilling; (ii) Drake Project drill targeting of high-priority near mine and regional targets; (iii) Drake Project Stage 2 Scoping Study; and (iv) Low-cost generative exploration and working capital; (f) there are no other material terms to the agreement for the subscription of the Tranche 2 Placem