ASX:DRE ABN 40 119 031 864 +61 (08) 9473 8345 info@dreres.com.au Unit 1, 4 Burgay Court Osborne Park WA 6017 dreadnoughtresources.com.au 24 October 2023 Notice of meeting Dear Shareholder Notice is given that a meeting of shareholders will be held at: Time: 11:00 am (WST) Date: 23 November 2023 Place: Trinity on Hampden (230 Hampden Road, Nedlands, Western Australia, 6009) (Meeting). As permitted by the Corporations Act 2001 (Cth), the Company will not be despatching hard copies of the Notice of Meeting (Notice) unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. For those shareholders who have provided an email address and elected to receive electronic communications from the Company, an email has been sent to the nominated email address with a link to an electronic copy of the Meeting Materials and the proxy form/voting instruction form. For those shareholders who have not made such an election, you can access the Meeting Materials online at the Company’s website https://www.dreadnoughtresources.com.au/investors/#announcements The Meeting Materials can also be accessed online at the Company’s ASX Announcement Platform website: https://www.asx.com.au/markets/company/dre If you are unable to access the Meeting Material online, please contact the Company’s share registry, Automic, at hello@automic.com.au to obtain a hard copy. If you would like to receive electronic communications from the Company in the future, please update your communication preferences online at: https://investor.automic.com.au/#/loginsah Yours sincerely, Jessamyn Lyons Company Secretary dreadnoughtresources.com.au 1 Dreadnought Resources Limited ACN 119 031 864 Notice of Annual General Meeting Notice is given that the Annual General Meeting will be held at: Time: 11:00 am (WST) Date: 23 November 2023 Place: Fellows Room Trinity on Hampden 230 Hampden Road Nedlands WA 6009 Important The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting 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 7:00pm (Sydney time) on 21 November 2023. Business of the Meeting Agenda 1. Financial Statements and Reports To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2023, which includes the Financial Report, the Directors’ 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 Annual 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. Voting Prohibition Statement: 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: 3. (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. Resolution 2 – Election of Director – Mr Robert Gee To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Robert Gee, who was appointed as an additional Director on 2 March 2023, retires, and being eligible, is elected as a Director.” 4. Resolution 3 – Ratification of prior issue of Shares – Placement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 84,255,319 Shares to various sophisticated and professional investors on 9 October 2023 under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated in the issue of the Shares, or any of their associates. 5. Resolution 4 – Ratification of prior issue of Options – Lead Manager To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 Options to Shaw and Partners and their nominees under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Shaw and Partners or their nominees, or any of their associates. 6. Resolution 5 – Ratification of prior issue of Shares – tenement acquisition To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 Shares to an unrelated third party vendor under ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Robert Dorey or any of his associates. 7. Resolution 6 – Ratification of agreement to issue Shares – tenement acquisition To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the agreement to issue 2,500,000 Shares to an unrelated third party vendor under ASX Listing Rule 7.1 on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Hurricane Prospecting Pty Ltd or any of its associates. 8. Resolution 7 – Participation of Related Party in Placement – Philip Crutchfield To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 21,276,596 Shares to Mr Philip Crutchfield (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Philip Crutchfield (or his nominee/s) 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. 9. Resolution 8 – Participation of Related Party in Placement – Paul Chapman To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 851,064 Shares to Mr Paul Chapman (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Paul Chapman (or his nominee/s) 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. 10. Resolution 9 – Approval to issue Performance Rights to a Related Party – Dean Tuck To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue to Dean Tuck (or his nominee(s)) 3,600,000 Performance Rights on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 (being a Director of the Company and any of their respective associates) who is eligible to participate in the Dreadnought Equity Incentive Plan, or any associates of those persons. Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (b) (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: 11. (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 the remuneration of a member of the Key Management Personnel. Resolution 10 – Approval of 10% Issuance Capacity 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 Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” Dated: 20 October 2023 By order of the Board Jessamyn Lyons Company Secretary Voting Exclusion Statements Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by: (a) a person as 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 (i) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at jlyons@dreres.com.au at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made. 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: (a) each Shareholder has a right to appoint a proxy; (b) the proxy need not be a Shareholder; and (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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 changes to the Corporations Act made in 2011 mean that: (a) if proxy holders vote, they must cast all directed proxies as directed; and (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9468 5650. 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. Annual Report Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on the Company’s website at https://dreadnoughtresources.com.au/ There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act. 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 The vote on Resolution 1 is advisory only and does not bind the Company or its Directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices. 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. 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 – Mr Robert Gee 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 does not exceed the maximum number specified by the Constitution. Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office until the next annual general meeting and is then eligible for election by Shareholders. Dr Robert Gee, who was appointed by the Directors on 2 March 2023, retires and seeks election by Shareholders. 3.2 Qualifications and other material directorships Dr Gee is an experienced hydrometallurgist and technical manager with over thirty years’ experience the resource and battery chemicals sectors, with a significant focus on critical minerals extraction in recent years. He has held senior positions in both the private and public sectors working in operations, technical development and consulting . During this time, Dr Gee has worked for a number of small and large organisations including BHP Group and the Australian Nuclear Science and Technology Organisation (ANSTO). Dr Gee holds a Bachelor of Science in Engineering (Mineral Processing) with Honours and a PhD (Hydrometallurgy) both completed at the Royal School of Mines, Imperial College of Science and Technology, London, and Graduate Certificate of Management from the University of Newcastle. 3.3 Independence The Board considers that Mr Gee is an independent director. 3.4 Other material information The Company conducted appropriate checks into the background and experience of Mr Gee before his appointment, and is satisfied that he is an appropriate candidate to put forward for election as a Director. 3.5 Board recommendation The Board supports the election of Mr Gee and recommends that Shareholders vote in favour of Resolution 2 because the Board considers that the experience, expertise and skills of Mr Gee assist the Board in fulfilling its responsibilities. 4. Resolution 3 – Ratification of prior issue of Shares – Placement 4.1 General On 29 September 2023, the Company announced it had received firm commitments to raise $5,000,000 by the issue of 106,382,979 Shares at $0.047 per Share. On 9 October 2023, the Company issued 84,255,319 Shares to sophisticated and professional investors (Placement Shares) using its existing placement capacity under Listing Rule 7.1. The balance of 22,127,660 Shares are to be issued subject to Shareholder approval of Resolutions 7 and 8. Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares. 4.2 Listing Rules 7.1 and 7.4 ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (Placement Capacity). ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies a previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. 4.3 Effect of the Resolution If Shareholders approve Resolution 3, they will have ratified the issue of the Placement Shares, and the issue of those Shares will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval. If Shareholders do not approve Resolution 3, the issue of the Placement Shares will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time. 4.4 Board recommendation The Board recommends that Shareholders vote in favour of Resolution 3 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity. 4.5 Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to this Resolution: (a) the Shares were issued to sophisticated and professional investors identified by the lead manager to the Placement, Shaw & Partners, in consultation with the Directors. None of the subscribers were a related party of the Company or an associate of a related party; nor were any of them a member of the Company’s Key Management Personnel, a substantial holder of the Company, an adviser of the Company, or any associate of any of those parties, who were issued more than 1% of the issued capital of the Company; (b) the number of Shares issued was 84,255,319; (c) the Shares were issued on the same terms and conditions as the Company’s existing Shares; (d) the Shares were issued on 9 October 2023; (e) the Shares were issued for cash consideration of $0.047 per Share; (f) the funds raised by the issue of the Shares are primarily being used for RC and diamond drilling at the Tarraji-Yampi Project, RC drilling at the Mangaroon REE and Au Project, RC drilling at Central Yilgarn Au, Ni and LCT pegmatite targets, target generation across all projects and working capital; and (g) the Shares were not issued pursuant to an agreement, but the Company engaged Shaw & Partners as lead manager to the Placement. The Company paid Shaw & Partners a fee of 5% of the amount raised under the Placement and 6,000,000 Options (the subject of Resolution 4). 5. Resolution 4 – Ratification of prior issue of Options – Lead Manager 5.1 General On 29 September 2023, the Company announced it had received firm commitments to raise $5,000,000 (Placement). The Company engaged Shaw and Partners to act as Lead Manager to the Placement. Under the terms of that engagement, the Company agreed to pay Shaw and Partners (or its nominee/s) a cash fee of 5% of the funds raised under the Placement and 6,000,000 Options. Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options. 5.2 Listing Rules 7.1 and 7.4 A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 4.2. 5.3 Effect of the Resolution If Shareholders approve Resolution 4, they will have ratified the issue of the Options, and the issue of those Options will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval. If Shareholders do not approve Resolution 4, the issue of the Options will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time. 5.4 Board recommendation The Board recommends that Shareholders vote in favour of Resolution 4 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity. 5.5 Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to this Resolution: (a) the Options were issued to the following parties: (i) 3,000,000 to Shaw & Partners; (ii) 3,000,000 to nominees of Shaw & Partners; (b) The total number of Options issued was 6,000,000; (c) the Options were issued on the terms and conditions set out in Schedule 1; (d) the Options were issued on 9 October 2023; (e) the Options were issued for nil cash consideration. Accordingly, no funds were raised from their issue; and (f) the Options were issued pursuant to an agreement between the Company and Shaw and Partners, the material terms of which are summarised in Section 5.1. 6. Resolution 5 – Ratification of prior issue of Shares – tenement acquisition 6.1 General On 6 June 2023, the Company announced it had entered an agreement to acquire mining lease M09/91, located near the Company’s Mangaroon Project (Acquisition). The material terms of the agreement relating to the Acquisition are: (a) Vendor: Robert Dorey (b) Purchaser: Dreadnought Exploration Pty Ltd (wholly-owned subsidiary of the Company) (c) Tenement: M09/91 (d) Consideration: (e) (i) Deposit: $60,000 (ii) Completion payment: $60,000 and 2,500,000 Shares Royalty: 1% gross revenue royalty on all minerals On 18 August 2023, the Company issued 2,500,000 Shares to the Vendor (Consideration Shares) using its existing placement capacity under Listing Rule 7.1. Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Consideration Shares. 6.2 Listing Rules 7.1 and 7.4 A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 4.2. 6.3 Effect of the Resolution If Shareholders approve Resolution 5, they will have ratified the issue of the Consideration Shares, and the issue of those Shares will no longer use up a portion of the Company’s Placement Capacity, and will be included in the base figure (referred to as variable “A” in ASX Listing Rule 7.1) from which the Company’s 15% Placement Capacity and 10% Additional Placement Capacity under Listing Rule 7.1A are calculated (as explained further below), meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval. If Shareholders do not approve Resolution 5, the issue of the Consideration Shares will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time. 6.4 Board recommendation The Board recommends that Shareholders vote in favour of Resolution 5 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity. 6.5 Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to this Resolution: (a) the Shares were issued to Robert Dorey; (b) the number of Shares issued was 2,500,000; (c) the Shares were issued on the same terms and conditions as the Company’s existing Shares; (d) the Shares were issued on 18 August 2023; (e) the Shares were issued for nil cash consideration as the purpose of the issue was as part consideration for the Acquisition; and (f) the Shares were issued pursuant to the agreement for the Acquisition which is summarised at Section 6.1. 7. Resolution 6 – Ratification of agreement to issue Shares –tenement acquisition 7.1 General On 4 October 2023, the Company announced it had entered an agreement to acquire two Exploration Licences, E52/3412 and E52/3462, covering an area of approximately 20km2 located within its Bresnahan Project area (Agreement). The material terms of the Agreement are: (a) Vendor: Hurricane Prospecting Pty Ltd (b) Tenements: E52/3412 and E52/3462 (c) Total Consideration: (d) (i) Deposit: $50,000 (ii) Completion payment: $50,000 and 2,500,000 Shares Royalty: 1% gross revenue royalty on all minerals The Company has not yet issued the 2,500,000 Shares pursuant to the Agreement (Acquisition Shares) but has agreed to issue them using its existing placement capacity under Listing Rule 7.1. Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the agreement to issue the Acquisition Shares. 7.2 Listing Rules 7.1 and 7.4 A summary of ASX Listing Rules 7.1 and 7.4 are set out in Section 4.2. 7.3 Effect of the Resolution If Shareholders approve Resolution 6, they will have ratified the agreement to issue the Acquisition Shares, and the issue of those Shares, subject to it occurring within 3 months of the date of the Meeting (or such later date to