Equus Mining : Notice of General Meeting/Proxy Form

For personal use only

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members of Equus Mining Limited (Company) is to be convened. The meeting will be held on Wednesday, 9 February 2022 at 11am Australian Eastern Daylight Time (AEDT) to consider the business set out in this Notice of Meeting. Due to the continuing developments concerning coronavirus (COVID19), the health and safety of our shareholders and employees being of paramount importance, and continuing restrictions on large gatherings, it is not feasible or advisable for shareholders to physically attend this General Meeting. Accordingly, the General Meeting will be made accessible to shareholders via a live webcast as well as an online platform. These processes are set out in this notice of meeting.

AGENDA

ORDINARY BUSINESS

The items of business should be read in conjunction with the explanatory notes on the pages to follow. The explanatory notes form part of this Notice of Meeting.

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

Ordinary Resolution 1 Approval of the Proposed Issue of 5,882,353 Ordinary Shares to Mark Lochtenberg

'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 5,882,353 fully paid ordinary shares in the Company to a Director Mr Mark Lochtenberg and/or his nominee as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 2 Approval of the Proposed Issue of 296,470 Ordinary Shares to John Braham

'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 296,470 fully paid ordinary shares in the Company to a Director Mr John Braham and/or his nominee as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 3 Approval of the Proposed Issue of 58,824 Ordinary Shares to Damien Koerber

'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 58,824 fully paid ordinary shares in the Company to a Director MrDamien Koerber and/or his nominee as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 4 Approval of the Proposed Issue of 117,647 Ordinary Shares to David Coupland

'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 117,647 fully paid ordinary shares in the Company to a Director Mr David Coupland and/or his nominee as set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Equus Mining Limited ABN 44 065 212 679

Level 2, 66 Hunter Street, Sydney NSW 2000, Australia

T: [phone] F: [phone]

For personal use only

Ordinary Resolution 5 Ratification of 13,080,000 Shares - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 13,080,000 fully paid ordinary shares issued under Listing Rule 7.1 on 15 December 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

To transact any other business that may be brought forward in accordance with the Company's Constitution.

By order of the Board Marcelo Mora Company Secretary 6 January 2021

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Explanatory Memorandum to the Notice of General Meeting

to be held on 9 February 2022

Resolution 1 Approval of Director Participation in Tranche 2 Placement Shares

onlyFor the purposes of Chapter 2E of the Corporations Act, Mr Mark Lochtenberg is a related party of the Company. Resolution 1 relate to a proposed issued of 5,882,353 Shares to Mr Lochtenberg (or entities related to him or in which he has an indirect interest), which is a financial benefit that requires Shareholder approval for the purposes of section 208 of the Corporations Act.

The Company has agreed, subject to Shareholder approval to issue 5,882,353 Shares to Mr Lochtenberg, at an issue price of $0.17 per Share (or his nominees) under Tranche 2 for Directors to participate in accordance with the announcement dated 8 December 2021.

useInformation Requirements - Listing Rules 10.11 and 10.13

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company must not issue or agree to issue equity securities to:

	• a related party (Listing Rule 10.11.1);
personal	• 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 (Listing Rule 10.11.2);
•	10.11.5), unless it obtains the approval of its Shareholders.
	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 pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

• an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• 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 Shareholders (Listing Rule

The proposed issue of Shares under Resolution 1 will be to a party who fall 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.

Resolution 1 seeks the required Shareholder approval to the issue under and for the purposes of Listing Rule 10.11 and for all other purposes to allow the Company Director or his nominees participation on the same terms as the Placement made to the unrelated parties.

ForIf Resolution 1 is passed, the Company will be able to proceed with the issue to the Director and the Company will raise $1,000,000 before costs.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Placement Shares to the Director or his nominees and the Company will not receive $1,000,000 in application funds.

Details of the issue, as required by ASX Listing Rule 10.13 are as follows:

Names of the allottees:	Resolution 1 the shares to be issued to Mark Lochtenberg or his nominee.
The category under Listing	Resolution 1 Listing Rule 10.11.1 because Mark Lochtenberg is a related party as
Rule 10.11	Director of the Company;
The number and class of	5,882,353 ordinary shares;
securities to be issued:
Terms:	Fully paid ordinary shares in the Company.
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Voting Exclusion Statement

useThe Company will disregard any votes cast in favour on Resolution 1 by or on behalf of

Mark Lochtenberg or any other person who is to receive the securities 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).

However, this does not apply to a vote cast in favour of Resolution 1 by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with

personal • directions given to the proxy or attorney to vote on the resolution in that way; or

the chair of the meeting 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 1.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1. For

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onlyIf approval is given for the issue of the Shares under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

The Company confirms that the shares are not issued under an agreement.

Intended use of funds

Issue price:

The shares will be issued no later than 1 month after the date of the General Meeting and it is intended that issue will occur on the same date that the shareholder approve the issue.

$0.17 per share

The funds raised by the placement will be used to advance exploration and drill test high priority targets, further progress resource evaluation and upgrading of the JORC compliant resources throughout the Cerro Bayo Project, and for general corporate and working capital purposes.

Allotment date:

Resolution 2 Approval of Director Participation in Tranche 2 Placement Shares

For the purposes of Chapter 2E of the Corporations Act, John Braham is a related party of the Company. Resolution 2 relate to a proposed issued of 296,470 Shares to Mr John Braham (or entities related to him or in which he has an indirect interest), which is a financial benefit that requires Shareholder approval for the purposes of section

208 of the Corporations Act.

onlyThe Company has agreed, subject to Shareholder approval to issue 296,470 Shares to Mr John Braham, at an issue

price of $0.17 per Share (or his nominees) under Tranche 2 for Directors to participate in accordance with the announcement dated 8 December 2021.

Information Requirements - Listing Rules 10.11 and 10.13

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company must not issue or agree to issue equity securities to:

use	• a related party (Listing Rule 10.11.1);
• 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 (Listing Rule 10.11.2);
	• 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 pursuant to a relevant agreement
	which gives them a right or expectation to do so (Listing Rule 10.11.3);
	• an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
	• a person whose relationship with the Company or a person referred to in Listing Rules 10.11.1 to 10.11.4
personal	is such that, in ASX's opinion, the issue or agreement should be approved by Shareholders (Listing Rule
10.11.5), unless it obtains the approval of its Shareholders.

The proposed issue of Shares under Resolution 2 will be to a party who fall 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.

Resolution 2 seeks the required Shareholder approval to the issue under and for the purposes of Listing Rule 10.11 and for all other purposes to allow the Company Director or his nominees participation on the same terms as the Placement made to the unrelated parties.

If Resolution 2 is passed, the Company will be able to proceed with the issue to the Director and the Company will raise $50,400 before costs.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Shares to the Director or his nominees and the Company will not receive $50,400 in application funds.

Details of the issue, as required by ASX Listing Rule 10.13 are as follows:

For

Names of the allottees:

The category under Listing Rule 10.11

The number and class of securities to be issued:

Terms:

Allotment date:

Issue price:

Intended use of funds

Resolution 2 the shares to be issued to John Braham or his nominee.

Resolution 2 Listing Rule 10.11.1 because Jonh Braham is a related party as Director of the Company;

296,470 ordinary shares;

Fully paid ordinary shares in the Company.

The shares will be issued no later than 1 month after the date of the General Meeting and it is intended that issue will occur on the same date that the shareholder approve the issue.

$0.17 per share

The funds raised by the placement will be used to advance exploration and drill test high priority targets, further progress resource evaluation and upgrading of the JORC compliant resources throughout the Cerro Bayo Project, and for general corporate and working capital purposes.

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