Big River Gold : Notice of General Meeting and Proxy Form – Big River Gold Limited

Big River Gold Limited

ACN 106 641 963

Notice of General Meeting

The General Meeting of the Company will be held at Level 29, 221 St Georges Terrace, Western Australia on Thursday, 28 January 2021 at 10.00am (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN-PERSON

MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE

SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE

ABILITY TO FACILITATE AN IN-PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

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 adviser prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the

Company on (08) 9480 3708.

Shareholders are urged to attend or vote by lodging the proxy form attached to the

Notice.

Big River Gold Limited

ACN 106 641 963

(Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Big River Gold Limited (Company) will be held at Level 29, 221 St Georges Terrace, Western Australia on Thursday, 28 January 2021 at 10.00am (WST) (Meeting).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.

The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website at https://www.bigrivergold.com.au/ and the ASX announcement platform.

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 5.00pm (WST) on 26 January 2021.

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 the Schedule.

Agenda

1 Resolutions

Resolution 1 - Ratification of issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 168,334,685 Shares under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 - Approval to issue Tranche 2 Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,

Page 2

Shareholders approve the issue of up to 236,465,315 Shares on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 - Approval to issue Director Placement Shares

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of the Director Placement Shares to the Directors (or their nominees) as follows:

1. up to 1,000,000 Shares to Andrew Richards;
2. up to 1,000,000 Shares to John Evans;
3. up to 1,000,000 Shares to John Cathcart; and
4. up to 200,000 Shares to Beau Nicholls,

on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 - Approval to issue JLM Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the agreement to issue up to 24,480,000 Options to the Joint Lead Managers (or their respective nominees) on the terms and conditions in the Explanatory Memorandum.'

Resolution 5 - Consolidation of capital

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the terms and conditions in the Explanatory Memorandum, on the basis that:

1. every 8 Shares be consolidated into 1 Share;
2. all Convertible Securities (except Options) be adjusted in accordance with Listing Rule 7.21; and
3. all Options on issue be adjusted in accordance with Listing Rule 7.22,

and, where this Consolidation results in a fraction of a security being held, the Company be authorised to round that fraction up to the nearest whole security. The consolidation is to take effect on 15 February 2021.'

Page 3

Resolution 6 - Approval of Employee Securities Incentive Plan

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the establishment of the employee incentive scheme of the Company known as the Big River Gold Limited Employee Securities Incentive Plan and the issue of Securities under that plan, on the terms and conditions in the Explanatory Memorandum.'

Resolution 7 - Approval of potential termination benefits under the Plan

To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following:

'That, conditional on Resolution 6 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the Big River Gold Limited Employee Securities Incentive Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.'

Resolution 8 - Ratification of issue of Performance Rights to Luis Pablo Carlin Diaz

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 32,500,000 Performance Rights to Luis Pablo Carlin Diaz (or his nominees) 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:

1. Resolution 1 by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associate;
2. Resolution 2 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Tranche 2 Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;
3. Resolution 3(a) by or on behalf of Andrew Richards (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;

Page 4

This is an excerpt of the original content. To continue reading it, access the original document here.