Announcement PDF INVESTIGATOR RESOURCES LIMITED ACN 115 338 979 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Thursday, 23 November 2023 Time of Meeting: 11.00am (ACDT) Place of Meeting: Grant Thornton Level 3 170 Frome Street Adelaide SA 5000 Following recent modifications brought to the Corporations Act 2001 (Cth) which provide for permanent relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (AGM Materials) will be circulated unless Shareholders have elected to receive the AGM Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company’s website https://investres.com.au/. This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay. 0 INVESTIGATOR RESOURCES LIMITED ACN 115 338 979 Registered Office: 47 King Street Norwood, Adelaide, SA 5067 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of shareholders of Investigator Resources Limited (the “Company”) will be held at the offices of Grant Thornton, Level 3, 170 Frome Street, Adelaide SA 5000, at 11.00am (ACDT) on Thursday, 23 November 2023. AGENDA The Explanatory Statement and proxy form which accompany and form part of this Notice, includes defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety. ORDINARY BUSINESS Receipt and Consideration of Accounts & Reports To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2023. Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purpose of Section 250R(2) of the Corporations Act, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 June 2023 be adopted as described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” A voting exclusion statement as set out below in this Notice applies to this Resolution. Resolution 2: Re-election of Mr Andrew Shearer as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That Mr Andrew Shearer, who retires by rotation pursuant to the Constitution of the Company and being eligible offers himself for re-election, be re-elected as Director of the Company.” Resolution 3: Renewal of Investigator Resources Limited’s Employee Share Option Plan To consider and, if thought fit, pass the following resolutions as ordinary resolutions: “That, under and for the purposes of ASX Listing Rule 7.2 Exception 13(b), and for all other purposes, approval is given for the Company to issue Equity Securities under the Company’s Equity Incentive Plan as an exception to Listing Rule 7.1 on the terms and conditions as set out or described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” 1 SPECIAL BUSINESS Resolution 4: Renewal of Proportional Takeover Provision To consider and, if thought fit, pass the following Resolution as a special resolution: “That, for the purposes of Section 648G(4) of the Corporations Act and for all other purposes the shareholders of the company approve the renewal of Clause 27 of the Company’s Constitution as described in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” Resolution 5: Approval of 10% Additional Placement Capacity To consider and, if thought fit, pass the following Resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the AGM, at an issue price of not less than that determined pursuant to ASX Listing Rule 7.1A.3 and on the terms and conditions in the Explanatory Statement which accompanied and formed part of the Notice of the Meeting.” By the order of the Board Anita Addorisio Company Secretary Dated: 20 October 2023 2 Notes 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the Annual General Meeting, this is no later than 6.30pm (ACDT) on Tuesday, 21 November 2023. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. On a poll, members have one vote for every fully paid ordinary share held. 3. Proxies          Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative. Each shareholder has a right to appoint one or two proxies. A proxy need not be a shareholder of the Company. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act. If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy. To be effective, proxy forms must be received by the Company’s share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 11.00am (ACDT) on Tuesday, 21 November 2023. Any proxy received after that time will not be valid for the scheduled meeting. i. ii. iii. iv. 4. By post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001 By fax to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) Online by going to www.investorvote.com.au or by scanning the QR code found on the enclosed proxy form with your mobile device For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting. 5. How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. 6. Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or the KMP voter is by the Chair of the meeting and the appointment of the Chair as proxy: a. b. does not specify the way the proxy is to vote on the resolution; and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or the consolidated entity. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of this Resolution. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolutions 2 and 4 There are no voting exclusions on this resolution. 3 Resolutions 3 The Company will disregard any votes cast in favour of this Resolution by or on behalf of: a. b. any person who is eligible to participate in the Company’s Employee Incentive Plan; or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: a. b. c. a person as a 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; 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: 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. Furthermore, a vote must not be cast as proxy on Resolution 3 by a member of the KMP (as defined by the Corporations Act) or a closely related party of KMP. However, a person described above (a “Restricted Voter”) may cast a vote on any Resolution 3 as a proxy if: a. The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution(s); or b. The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution(s) or expressly authorises the Chair to exercise the proxy even though the Resolution(s) is or are connected with the remuneration of a member of the KMP. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. Resolution 5 In accordance with Listing Rule 14.11.1, the Company is required to disregard any votes cast in favour of Resolution 5 by a person or an associate of a person who is expected to participate in the proposed issue of Shares or who will obtain a material benefit, except a benefit solely in the capacity of a holder of Shares, if the resolution is passed. However, the Company need not disregard a vote cast in favour if:  it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or  if it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides; or  it is cast by a person acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with the directions given by beneficiary to the holder to vote in that way. At this stage, the proposed allottees of the Shares are not known and identified. 7. Special Resolutions Resolutions 4 and 5 are proposed special resolutions. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution. 8. Enquiries Shareholders are invited to contact the Company Secretary on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents. 4 EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement ("Statement") accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2023 Annual General Meeting (“Meeting”). The Notice incorporates, and should be read together, with this Statement. Receipt and Consideration of Accounts & Reports A copy of the Annual Report for the financial year ending 30 June 2023 which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company Secretary by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website: https://investres.com.au/ or via the Company’s announcement platform on the ASX. Except for as set out in Resolution 1, no resolution is required on these reports. Shareholders will have the opportunity to ask questions about, or make comments on, the 2023 Annual Report and the management of the Company. The auditor will be invited to attend and will be available to answer questions about the audit of the Company’s 2023 Annual Financial Statements. Resolution 1: Adoption of Remuneration Report Background Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s 2023 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five per cent (25%) or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five per cent (25%) of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for the Meeting. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Board Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of Annual General Meeting), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that shareholders vote in favour of this Resolution to adopt the Remuneration Report. 5 Voting Exclusions Refer to Note 6 for voting exclusions. Resolution 2: Election of Mr Andrew Shearer as a Director of the Company Background Mr Andrew Shearer was appointed as a Non-Executive Director of the Company on 14 July 2020 and is eligible for election under the Company’s Constitution. Mr Shearer has been involved in the mining and finance industries for more than 25 years. Mr Shearer established his career in the resources industry as a geologist and geophysicist, in technical and senior management roles with the South Australian Government, Mount Isa Mines Limited, and Glengarry Resources Limited. Mr Andrew then moved to the corporate and finance sectors in Resource Analyst roles with PAC Partners Pty Ltd, Phillip Capital, Austock and Taylor Collison. Where he covered small to mid-cap resource stocks across a broad suite of commodities. Mr Shearer provides the Company with experience in the financial services industry combined with his technical experience and understanding of capital markets. He is also a Director of Osmond Resources (ASX: OSM) and Non-Executive Chair for ACDC Metals (ASX:ADC). Mr Shearer holds a BSc degree from University of South Australia, Honours from Adelaide University and an MBA from the University of South Australia. Board Recommendation The Board (with Mr Shearer abstaining) recommends that shareholders vote in favour of the election of Mr Shearer. The Chair of the meeting intends to vote undirected proxies in favour of Mr Shearer’ election. Voting Exclusions There are no voting exclusions on this resolution. Resolution 3: Renewal of Investigator Resources Limited’s Employee Share Option Plan Background On 30 November 2020 (Prior Approval), Shareholders approved the Employee Share and Option Plan (ESOP). The ESOP applies to eligible directors, employees, consultants, and such other persons as the Board determines (including executive and non-executive directors, officers, employees, and contractors of the Company’s subsidiaries) and enables those persons to be granted shares, options to acquire shares and other securities in the Company, and assists in achieving the objectives referred to above. This resolution renews the ESOP which was approved by Shareholders at the Company’s 2020 Annual General Meeting held on 30 November 2020. The Board is committed to incentivising and retaining the Company’s directors, employees and consultants in a manner which promotes alignment of their interests with shareholder interests. Additionally, the Board considers equity-based compensation an integral component of the Company’s remuneration platform as it allows it to be fiscally prudent by conserving cash resources while still enabling it to offer market-competitive remuneration arrangements. No directors or their associates can or will be issued shares, options or other securities or rights under the ESOP unless shareholder approval of specific issues to them is obtained. Approval is sought, for the purposes of Listing Rule 7.2, Exception 13(b), to issue up to 50 million Equity Securities (shares, options or other rights each conditionally entitling the applicable holder to one fully paid ordinary share upon exercise or achievement of the applicable milestone). Any additional issues under the ESOP above that number would require further shareholder approval, unless they were made from the Company’s 15% placement capacity under Listing Rule 7.1. 6 If Shareholders approve this Resolution, the grant of Equity Securities (and the issue of any new Shares pursuant to these Equity Securities) under the ESOP will not be included in the 15% limit imposed by ASX Listing Rule 7.1 for a period of three years from the date of the Meeting. If this Resolution is not approved by Shareholders, any Equity Securities issued by the Company under the ESOP will be included in the formula to calculate the number of securities which the Company may issue in any 12month period using ASX Listing Rule 7.1 (15% Placement Capacity). ASX Listing Rules ASX Listing Rule 7.1 requires that shareholder approval be received for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period. ASX Listing Rule 7.2 exception 13(b) provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme, such as the ESOP, within 3 years after shareholder approval of the issue of Equity Securities under that scheme as an exception to Listing Rule 7.1. The Company therefore seeks approval of the issue of Equity Securities under the ESOP pursuant to ASX Listing Rule 7.2 Exception 13(b) so that issues of securities under the ESOP do not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval. Since 30 November 2020, the date on which Shareholders approved the previous ESOP, the Company has issued 28,500,000 securities under the ESOP. In the Board’s opinion, this Resolution will assist the Company in managing its capital requirements efficiently by ensuring that the Company’s annual issue limit is not diminished by issues of shares under the ESOP, and capacity is available for capital management initiatives and acquisitions, if necessary and appropriate. Summary of Terms and Conditions of the ESOP A summary of the key terms of the ESOP is set out below. A copy of the ESOP is also available on the Company’s website at Corporate Governance - Investigator Resources (investres.com.au). Eligibility Any director, officer, employee or consultant who is an eligible participant for the purposes of ASIC Class Order 14/1000, or other person approved by the Board, is an eligible participant for the purposes of the ESOP (Eligible Person). Grant of securities The Board may offer any number of options to Eligible Persons on the terms the Board decides, subject to the ESOP rules, any applicable laws and the Listing Rules. The offer must be in writing and specify, amongst other things, the number of options for which the Eligible Person may apply, the period within which the options may be exercised, any vesting, the option expiry date (as determined by the Board) and the exercise price of the options. Exercise The options may be exercised, subject to any exercise conditions, by the participant giving a signed notice to the Company, paying the exercise price in full and agreeing to consent to become a member of the Company and abide by the Company’s Share Trading Policy. Cashless Exercise (New Term) The Board may determine in its sole and absolute discretion that an Eligible Person will not be required to provide payment of the exercise price of options and offer a cashless exercise facility (Facility). Under the Facility, at the time of exercise of options a participant will be entitled to set-off the exercise price against the number of Shares which the participant is entitled to receive upon exercise of the options. This means that on exercise of the options the Company will only allot and issue that number of Shares to the participant that are equal in value (determined by reference to Market Value at the time of exercise) to the difference between the exercise price otherwise payable in relation to the options exercised (together with any applicable tax liability to the extent the Board determines the tax liability should be dealt with in this manner) and the market value (at the time of such exercise) of the Shares otherwise issuable upon such exercise (with the number of Shares rounded down). 7 Restrictions on Hedging and Dealing The ESOP includes restrictions on participants: (a) entering into any schemes, arrangements or transactions, including hedging arrangements, that hedge or protect the value of options allocated under the ESOP or Shares which will be issued on exercise of options; (b) dealing with options (or any right or obligation under the ESOP) until certain conditions are satisfied, including written consent of the Company being obtained and such dealing complying with the Company’s Constitution and Share Trading Policy. Automatic Vesting of Unvested Options Notwithstanding any vesting conditions application to an option, if a change in control event occurs of a participant is a good leaver (as those terms are defined in the ESOP), then all vesting conditions in respect of the relevant options will be deemed satisfied and all unvested options will automatically vest, unless the Board otherwise determines. Lapse The options shall lapse in accordance with specific offer terms or events contained in the ESOP rules, which include insolvency of the Company or where a participant is a bad leaver (as defined in the ESOP). Reconstructions The Company is permitted to alter the rights of options issued under the ESOP on any reorganisation of its capital in accordance with the Listing Rules. Rights of Participants No conferred rights Participation in the ESOP does not: (a) confer any right or entitlement if such right is subject to Shareholder approval; (b) confer on any person the right to receive an offer under the ESOP; (c) confer on a participant the right to continue as an employee of the Company; or (d) affect any right the Company or any subsidiary may have to terminate the employment of a participant. No impact on termination rights Participation in the ESOP may not be used to increase damages in any action brought against the Company or any subsidiary in respect of that termination. Other schemes Participation in the ESOP does not affect, and is not affected by, participation in any other employee incentive scheme operated by the Company unless the terms of the other scheme provide otherwise. Exercise of Options Once Shares are allotted upon exercise of options issued under the ESOP, the Shares will rank equally on and from the date of issue with any Shares of the same class then on issue. New Issue Participants are not entitled to participate in offers of new securities by the Company unless they have been issued Shares on the exercise of options. Change of Control In the event of a change of control (as defined in the ESOP rules) is proposed: (a) in the absence of a determination by the Board to the contrary, the Company will cancel any unexpired options for remuneration based on a Black-Scholes valuation, subject to receipt of an applicable ASX waiver and the agreement of the option holder; and (b) as an alternative, the Board will consider in its discretion whether it is more appropriate to seek from the party proposing the change of control an alternative form of consideration for the options which the holder of options could elect to accept. If a change of control event occurs, then an option will expire (subject to no 8 other relevant expiry event subsisting) on the earlier of 5 business days after the change of control event and, if the Board determines that it expects a change of control event to occur, the date determined by the Board (subject to the Company providing at least 5 business days’ notice to participants Tax The Company is not responsible for any taxes which may become payable by a participant in connection with the ESOP. Notwithstanding, if the Company is obliged to make or deemed to make a payment to a participant under the ESOP, the Company may deduct or withhold any amount in respect of taxes payable as a result of the payment (including by withholding options or shares and selling them to raise the necessary funds at any price reasonably obtainable by the Company). Assignment The options are not assignable without the prior written approval of the Company. Administration The ESOP will be a