Announcement PDF TALISMAN MINING LIMITED ACN 079 536 495 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11:00AM (WST) DATE: 22 November 2023 PLACE: The Celtic Club 48 Ord Street WEST PERTH WA 6005 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. 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 4:00pm (WST) on 20 November 2023. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – ANDREW MUNCKTON To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Andrew Munckton, a Director who was appointed casually on 21 August 2023, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – KERRY HARMANIS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Kerry Harmanis, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – BRIAN DAWES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Brian Dawes, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 1636-08/3298573_12 1 6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 580,852 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 7. RESOLUTION 6 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled ‘Employee Securities Incentive Plan’ and for the issue of a maximum of 9,832,167 securities under that Plan, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement apply to this Resolution. Please see below. 8. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 9. RESOLUTION 8 – ISSUE OF OPTIONS TO DIRECTOR – KERRY HARMANIS To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 534,500 Options to Kerry Harmanis (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 1636-08/3298573_12 2 10. RESOLUTION 9 – ISSUE OF OPTIONS TO DIRECTOR – PETER BENJAMIN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 334,100 Options to Peter Benjamin (or their nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 11. RESOLUTION 10 – ISSUE OF OPTIONS TO DIRECTOR – BRIAN DAWES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 334,100 Options to Brian Dawes (or their nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 12. RESOLUTION 11 – ISSUE OF OPTIONS TO DIRECTOR – JEREMY KIRKWOOD To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 334,100 Options to Jeremy Kirkwood (or their nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 1636-08/3298573_12 3 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report Resolution 6 – Adoption of Employee Securities Incentive Plan Resolution 8 to 11 – Issue of Options to Directors A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) 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. In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of an Excluded Party. 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: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not an Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) 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. 1636-08/3298573_12 4 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons: Resolution 5 – Ratification of prior issue of Shares A person who participated in the issue or is a counterparty to the agreement being approved (namely First Au Limited) or an associate of that person or those persons. Resolution 6 – Adoption of Employee Securities Incentive Plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. Resolution 8 – Issue of Options to Director – Kerry Harmanis Kerry Harmanis (or his nominee) 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) or an associate of that person or those persons. Resolution 9 – Issue of Options to Director – Peter Benjamin Peter Benjamin (or his nominee) 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) or an associate of that person or those persons. Resolution 10 – Issue of Options to Director – Brian Dawes Brian Dawes (or his nominee) 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) or an associate of that person or those persons. Resolution 11 – Issue of Options to Director – Jeremy Kirkwood Jeremy Kirkwood (or his nominee) 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) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (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. 1636-08/3298573_12 5 Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9380 4230. 1636-08/3298573_12 6 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.talismanmining.com.au/. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 1636-08/3298573_12 7 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – ANDREW MUNCKTON 3.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to clause 15.4 of the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mr Andrew Munckton, having been appointed by other Directors on 21 August 2023 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. 3.2 Qualifications and other material directorships Mr Munckton is an experienced geologist who has held senior management roles with a number of ASX-listed companies in a career spanning more than 30 years. Most recently, Mr Munckton has spent the past five years as Managing Director of gold exploration and development company, Kin Mining, where he oversaw the delineation of a 1.54Moz Mineral Resource at the Cardinia Gold Project, located in the Leonora region of the Eastern Goldfields region of Western Australia. Earlier in his career, Mr Munckton has also held the roles of Managing Director of Syndicated Metals and Avalon Minerals, General Manager – Operations for Gindalbie Metals, General Manager Strategic Development of Placer Dome Asia Pacific and General Manager Operations of the Kanowna Belle, Paddington and Kundana gold mines over a period of 10 years. Mr Munckton holds a Bachelor of Science (Geology) from the University of Western Australia and is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Company Directors. 3.3 Independence Mr Munckton has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. If elected the Board does not consider Mr Munckton will be an independent Director. 1636-08/3298573_12 8 3.4 Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company undertook such checks prior to the appointment of Mr Munckton. Mr Munckton has confirmed that he considers he will have sufficient time to fulfil his responsibilities as Managing Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Managing Director of the Company. 3.5 Board recommendation The Board has reviewed Mr Munckton’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Munckton and recommends that Shareholders vote in favour of Resolution 2. 4. RESOLUTION 3 AND 4 – RE-ELECTION OF DIRECTORS – KERRY HARMANIS AND BRIAN DAWES 4.1 General Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without reelection) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement. Kerry Harmanis, who has served as a Director since 15 July 2020 and was last reelected on 4 November 2020, retires by rotation and seeks re-election, pursuant to Resolution 3. Brian Dawes, who has served as a Director since 16 June 2009 and was last reelected on 4 November 2020, retires by rotation and seeks re-election, pursuant to Resolution 4. 4.2 Qualifications and other material directorships (a) Kerry Harmanis Mr Harmanis joined the Company’s board on 15 July 2020 and is one of Western Australia’s most successful mining executives and investors. Mr Harmanis has been a major shareholder and strong supporter of the Company since 2007 and currently holds an 18% stake in the Company. With a career spanning more than 40 years in the Australian exploration and mining industry, Mr Harmanis was the founder and Executive Chairman of Jubilee Mines NL, a highly successful West Australian nickel miner which he established in 1987. Through a combination of exploration success, focused project development and operational consistency, Jubilee Mines grew to become one of the most successful mid-tier miners on the ASX until its acquisition by Xstrata for A$3.1 billion in October 2007. During this period, Mr Harmanis led a highly successful geological and operational team 1636-08/3298573_12 9 which helped Jubilee set new benchmarks on the ASX for shareholder returns in the resource sector. (b) Brian Dawes Mr Dawes is a mining engineer with extensive international mining industry experience. He holds a BSc in Mining from the University of Leeds UK and is a Member of the AusIMM. Mr Dawes has worked in the UK, Africa, the Middle East and across Australia and holds several First Class Mine Managers’ Certificates of Competency. Mr Dawes’ diverse expertise covers all key industry aspects from exploration through the discovery, feasibility, funding, approvals, project construction, commissioning, operations, optimisation, logistics, marketing, and closure phases. This includes site management and corporate responsibilities in a diversity of challenging and successful underground and open pit operations across many commodities and geographies; mainly in copper, nickel, gold, zinc and lead, with iron ore, graphite, and coal. Prior to joining Talisman, Mr Dawes held senior positions with Jubilee Mines NL, Western Areas, LionOre Australia, WMC, Normandy Mining, and Aberfoyle. Mr Dawes serves on the Company’s Audit, Nomination and Remuneration Committees. With extensive industry experience, Mr Dawes is considered qualified to hold these responsibilities. Mr Dawes also serves as a Non-Executive Director of Kin Mining Ltd. 4.3 Independence If re-elected the Board does not consider Mr Harmanis will be an independent Director as he is a substantial Shareholder. If re-elected the Board considers Mr Dawes will be an independent Director. 4.4 Technical information required by Listing Rule 14.1A If Resolution 3 is passed, Mr Harmanis will be re-elected to the Board as a Director. If Resolution 4 is passed, Mr Dawes will be re-elected to the Board as an independent Director. In the event that Resolution 3 is not passed, Mr Harmanis will not join the Board as a Director and will be required to find a new Chairperson. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. In the event that Resolution 4 is not passed, Mr Dawes will not join the Board as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 4.5 Board recommendation The Board has reviewed Mr Harmanis’ and Mr Dawes’ performance since their appointment to the Board and considers that their skills and experience will continue to enhance the Board’s ability to perform its role. 1636-08/3298573_12 10 Accordingly, the Board supports the re-election of Mr Harmanis and Mr Dawes and recommends that Shareholders vote in favour of Resolutions 3 and 4, respectively. 5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1 5.1 General On 13 June 2023, the Company issued 580,852 Shares pursuant to a sale and purchase agreement between the Company and First Au Limited (ACN 000 332 918) (Agreement) as part consideration for the acquisition of several tenements (Consideration Shares). The Agreement related to the acquisition of several tenements (comprising EL/6619, EL/6620 and EL/6627) making up the Mabel Creek IOCG Project in South Australia. The Company agreed to pay First Au Limited consideration comprising: (a) $200,000 in cash; and (b) the issue of 580,852 Shares (being the Consideration Shares the subject of this Resolution). The issue of the Consideration Shares did not breach Listing Rule 7.1 at the time of the issue. 5.2 Listing Rules 7.1 and 7.1A 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’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of Equity Securities following this Meeting remains conditional on Resolution 7 being passed at this Meeting. The issue of the Consideration Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Consideration Shares. 5.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking 1636-08/3298573_12 11 Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Consideration Shares. Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Consideration Shares. 5.4 Technical information required by Listing Rule 14.1A If Resolution 5 is passed, the Consideration Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares. If Resolution 5 is not passed, the Consideration Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of Equity Securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares. It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of Equity Securities following this Meeting remains conditional on Resolution 7 being passed at this Meeting. 5.5 Technical 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 Resolution 5: (a) the Consideration Shares were issued to First Au Limited; (b) 580,852 Consideration Shares were issued and the Consideration Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (c) the Consideration Shares were issued on 13 June 2023; (d) the Consideration Shares were issued at a nil issue price, in consideration for the acquisition of tenements under the Agreement summarised at Section 5.1. The Company has not and will not receive any other consideration for the issue of the Consideration Shares; (e) the Consideration Shares were issued at a deemed issue price of $0.17216 per Share; (f) the purpose of the issue of the Consideration Shares was to offer part consideration for the acquisition of several tenements from First Au Limited; and (g) the Consideration Shares were issued to First Au Limited under the Agreement. A summar