Fargo Enterprises : Appointment of CEO and Addendum to Notice of Annual General

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ASX Release

16 November 2021

Appointment of CEO and Addendum to Notice of Annual General Meeting

Fargo Enterprises Limited (ACN 000 031 292) (Company) is pleased to advise the appointment of Mr Alistair Stephens as Chief Executive Officer of the Company, effective 10 January 2022.

Mr Stephens is a qualified geologist with more than 30 years' experience in the resources industry, in a broad range of technical and corporate management roles. He is well versed in Corporate Governance, strategic development, technical program management, marketing, shareholder communications and capital funding. His commodity experience spans gold, copper, nickel, rare earths and rare metals and commercial management in explosives. He has worked in the Australia, Solomon Islands, Fiji, Indonesia and has African exposure. He held the position of Managing Director and Chief Executive Officer of Arafura Resources Limited from 2004 to 2009 and Globe Metals and Mining from 2013 to 2021. He has also worked for KCGM Pty Ltd, Normandy Poseidon and WMC Resources Ltd.

The Company has entered into an executive services agreement with Mr Stephens pursuant to which the Company will pay Mr Stephens a base salary of $360,000 per annum (exclusive of superannuation). The Company has also agreed to issue Mr Stephens (or his nominees) 10,000,000 unquoted options, exercisable at $0.04 each on or before the date that is four years from the date of issue (subject to shareholder approval). The executive services agreement may be terminated by either party by giving two months' written notice (or a shorter period in limited circumstances). In the event of a change of control of the Company, Mr Stephens will receive a lump sum gross payment of three months' base salary.

The Company hereby gives notice to Shareholders that, in relation to the Notice of Annual General Meeting dated 28 October 2021 in respect of the Annual General Meeting to be held at the offices of the Company, at Unit 1, 295 Rokeby Road, Subiaco WA 6008 on Friday, 26 November 2021 at 2.00pm (WST) (Meeting), the Directors have resolved to add Resolution 16 as set out below, and to supplement the information contained in the Explanatory Memorandum.

The numbering used in this Addendum is a continuation of the numbering used in the Notice of Annual General Meeting and the Explanatory Memorandum. The definitions used in this Addendum are as defined in the Notice and the Explanatory Memorandum, unless otherwise defined in this Addendum.

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from a suitably qualified professional advisor prior to voting. Should you wish to discuss the matters set out in this Addendum, please do not hesitate to contact the Company Secretary by telephone at [phone].

PROXY FORM

Annexed to this Addendum is a replacement proxy form (Replacement Proxy Form). To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

1. If you have already voted by completing a Proxy Form and wish to vote on Resolution 16 or otherwise change your proxy vote:

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Please place a new vote, which will replace your previous vote, by following the proxy lodgement instructions below.

1. If you have already voted by completing a Proxy Form and do not wish to vote on Resolution 16 or otherwise change your vote:
   You need not take any action as the earlier submitted vote remains valid.
2. If you have not yet voted and wish to vote:

		Please place a vote by following the proxy lodgement instructions below.
Proxy Forms can be lodged:
	Online:		https://investor.automic.com.au/#/loginsah
	By mail:		Automic
			GPO Box 5193
			Sydney NSW 2001
	In person		Automic
			Level 5, 126 Phillip Street
			Sydney NSW 2000
	By email:		[e-mail]
	By fax:		[phone]
	By mobile:		Scan the QR Code on your Proxy Form and follow the prompts

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Additional Resolution

Resolution 16 - Approval to issue Options to Mr Alistair Stephens

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

"That the issue of up to 10,000,000 Options to Mr Alistair Stephens (or his nominees) is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Alistair Stephens and any 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 Shareholder) or any of their respective associates.

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

1. 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;
2. the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with direction given by the beneficiary to the holder to vote in that way.

Voting prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

1. the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
2. the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

1. the proxy is the Chair; and
2. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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BY ORDER OF THE BOARD

Zane Lewis

Non-Executive Director

Fargo Enterprises Limited

Dated: 16 November 2021

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Addendum to the Explanatory Memorandum

4.11 Effect on capital structure

The proposed capital structure table in respect of Options is to be replaced with the below:

Options		Number of Options	%
Existing Options		12,754,543	-
Post-Consolidation1		2,550,909	1.7%
Consideration Options2		98,161,192	64.1%
Incentive Options3		22,500,000	14.7%
Lead Manager Options4		20,000,000	13.1%
CEO Options5		10,000,000	6.5%
Total		153,212,101	100%
Notes:

1. Comprising:
2. 1. 823,073 Unquoted Options exercisable at $0.20 on or before 22 May 2022;
   2. 130,000 Unquoted Options exercisable at $0.20 on or before 22 March 2023;
   3. 797,836 Unquoted Options exercisable at $0.04 on or before 22 February 2022; and
   4. 800,000 Unquoted Options exercisable at $0.035 on or before 11 July 2022.
3. Consideration Options exercisable at $0.04 each on or before 4 years from the date of issue, to be issued to the Odessa Optionholders.
4. Incentive Options exercisable at $0.04 each on or before 4 years from the date of issue to be issued to Mr Zane Lewis and the Proposed Directors.
5. Lead Manager Options exercisable at $0.04 each on or before 4 years from the date of issue to be issued to Pursuit Capital (or its nominees).
6. CEO Options exercisable at $0.04 each on or before 4 years from the date of issue to be issued to Mr Alistair Stephens (or his nominees).

21 Resolution 16 - Approval to issue Options to Mr Alistair Stephens

21.1 General

On 10 November 2021, the Company entered into an executive services agreement with Mr Alistair Stephens pursuant to which Mr Stephens is appointed as Chief Executive Officer, commencing on 10 January 2022 (Executive Services Agreement). Pursuant to the Executive Services Agreement, the Company has agreed to pay Mr Stephens a base salary of $360,000 per annum (exclusive of superannuation) and has also agreed to issue Mr Stephens (or his nominees) 10,000,000 unquoted Options, exercisable at $0.04 each on or before the date that is four years from the date of issue and otherwise on the terms and conditions set out in Schedule 10 (CEO Options).

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