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ELEVATE URANIUM LTD Proxy Solicitation & Information Statement 2024

Oct 31, 2024

64834_rns_2024-10-31_b7df52d4-9c9f-4b6c-a8e3-1bc9f2b6baa5.pdf

Proxy Solicitation & Information Statement

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Elevate Uranium Limited ACN 001 666 600

ADDENDUM TO NOTICE OF GENERAL MEETING

Notice is given that in relation to the Notice of General Meeting dated 22 October 2024 ( Notice of Meeting ) in respect of a general meeting of shareholders of Elevate Uranium Limited ACN 001 666 600 ( Company ) scheduled to be held at The Board Room, CWA House, 1176 Hay Street, West Perth, Western Australia, 6005 on Friday, 29 November 2024, commencing at 10.30am (WST) ( Meeting ), the Directors have determined to issue this addendum to the Notice of Meeting ( Addendum ), to provide updated disclosure as set out below.

This Addendum supplements the Notice of Meeting and should be read in its entirety and in conjunction with the Notice of Meeting. To the extent of any inconsistency, this Addendum will prevail over the Notice of Meeting. All Resolutions proposed in the Notice of Meeting remain unchanged. Except as set out below, all information in the Notice of Meeting (including the Explanatory Memorandum) remains unchanged.

The Company confirms that the Meeting will be held as scheduled at The Board Room, CWA House, 1176 Hay Street, West Perth, Western Australia, 6005 on Friday, 29 November 2024, commencing at 10.30am (WST).

Defined terms used in this Addendum have the same meaning as terms defined in the Notice of Meeting unless otherwise provided for in this Addendum.

The Company confirms that there have been no changes to the Proxy Form previously provided to Shareholders. Shareholders are advised as follows:

  • If you have already completed and returned the Proxy Form previously provided with the Notice of Meeting and you wish to change your vote, you must complete and return a new Proxy Form. Please contact the Company’s share registry Automic on 1300 288 664 if you require a new Proxy Form.

  • If you have already completed and returned the Proxy Form previously provided with the Notice of Meeting and you do not wish to change your vote, you do not need to take any action. The Proxy Form already submitted by you will be accepted by the Company unless you submit a new Proxy Form.

  • If you have not yet completed and returned a Proxy Form, and you wish to vote on the Resolutions on the information amended by this Addendum, please complete and return the Proxy Form.

Shareholders should contact the Company Secretary on +61 8 6555 1816 if they have any queries in respect of the matters set out in this Addendum.

1. Background to this Addendum

Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 7.1A and for all other purposes 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 ASX Listing Rule 7.1A.2.

On 22 October 2024, the Company announced that it had received binding commitments to raise $25,000,000 (before costs) under a two-tranche placement of 76,923,077 Shares ( October 2024 Placement Shares ) at an issue price of $0.325 per October 2024 Placement Share to institutional, sophisticated and professional investors ( October 2024 Placement ).

On 30 October 2024, the Company issued the first tranche of 32,444,977 October 2024 Placement Shares (at an issue price of $0.325 per October 2024 Placement Share) under ASX Listing Rules 7.1 and 7.1A as follows:

  • 27,790,796 October 2024 Placement Shares were issued under the Company’s 15% capacity under Listing Rule 7.1; and

  • 4,654,181 October 2024 Placement Shares were issued under the Company’s 10% capacity under Listing Rule 7.1A.

The second tranche of the October 2024 Placement, comprising 44,478,100 October 2024 Placement Shares will be issued subject to Shareholder approval being obtained at an extraordinary general meeting expected to be held in early December 2024 ( EGM ). In addition, two directors of the Company will be issued 246,155 shares ( Director Placement Shares ) subject to Shareholder approval being obtained at the EGM. A notice of meeting convening the EGM is expected to be despatched to Shareholders in early November 2024.

The Company’s disclosures in the Notice of Meeting in relation to Resolution 4 needs to be updated for the October 2024 Placement and the Director Placement Shares. Further details of the October 2024 Placement and the Director Placement Shares are set out in the Company’s ASX Announcement dated 22 October 2024 titled “Elevate Uranium funded to advance Koppies and U-pgrade[TM] following strongly supported $25M Institutional Placement”.

2. Amendment to Explanatory Statement

By this Addendum:

  • (a) The following additional disclosure is provided for insertion in Section 4.2(c) of the Explanatory Memorandum after the existing Dilution table (including the notes to the existing Dilution table):

“The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the closing market price of Shares as at 23 October 2024 and the number of Equity Securities that will be on issue after issue of the October 2024 Placement Shares (as defined in Section 1 of the Addendum dated 1 November 2024 to this Notice) and the Director Placement Shares (as defined in Section 1 of the Addendum dated 1 November 2024 to this Notice).

The table below also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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----- Start of picture text ----- DilutionIssue Price $0.1775 $0.355 $0.5325(per Share) 50% decrease Issue Price 50% increaseIssue Price Issue PriceShares issued –10% voting385,615,812 dilution 38,561,581 38,561,581 38,561,581(Variable A) Shares Shares SharesFunds raised $6,844,681 $13,689,361 $20,534,042Shares issued –578,423,718 (50% increase 10% voting dilution 57,842,372 Shares 57,842,372 Shares 57,842,372 SharesVariable A)Funds raised $10,267,021 $20,534,042 $30,801,063Shares issued –771,231,624 10% voting(100% increase dilution 77,123,162 Shares 77,123,162 Shares 77,123,162 SharesVariable A)Funds raised $13,689,361 $27,378,723 $41,068,084----- End of picture text -----

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer

or upon the exercise of options or exercise of Service Rights, Retention Rights or Options) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

1. There will be 385,615,812 Shares on issue for the purposes of Variable A (assuming the issue of the October 2024 Placement Shares (as defined in Section 1 of the Addendum to this Notice dated 1 November 2024) and the Director Placement Shares (as defined in Section 1 of the Addendum to this Notice dated 1 November 2024)).

2. The issue price set out above is the closing price of the Shares on the ASX on 23 October 2024.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Convertible Securities are exercised into Shares before the date of issue of the Equity Securities.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

7. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

  • (b) The following additional disclosure is provided for insertion at the end of Section 4.2(f) of the Explanatory Memorandum

During the 12-month period preceding the date of the Meeting (being the period from 29 November 2023– 29 November 2024) ( Period ) (and as at the date of the Addendum dated 1 November 2024 to this Notice), the Company has issued a total of 28,463,705 Shares under ASX Listing Rule 7.1A (being 23,809,524 Shares issued under the Placement referred to in Section 3.1 and 4,654,181 Shares issued under the October 2024 Placement (as defined in the Addendum dated 1 November 2024 to this Notice ( October 2024 Placement ))) which represents approximately 10% of the total diluted Equity Securities on issue in the Company at the commencement of the Period (which was 284,637,056 Equity Securities);

As at the date of the Addendum dated 1 November 2024 to this Notice, the Company has not issued any other Equity Securities under ASX Listing Rule 7.1A during the Period.

For the purposes of ASX Listing Rule 7.3A.6, the following details are provided in respect of the Shares which the Company has issued under ASX Listing Rule 7.1A under the October 2024 Placement.

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----- Start of picture text ----- Date of issue and Appendix 2A 4,654,181 Shares were issued (as part of the October 2024Placement) on 30 October 2024.Appendix 2A – 30 October 2024.----- End of picture text -----

ich the Company has issued under ASX Listing Rule 7.1A under the October 2024 Placement. ich the Company has issued under ASX Listing Rule 7.1A under the October 2024 Placement. ich the Company has issued under ASX Listing Rule 7.1A under the October 2024 Placement. ich the Company has issued under ASX Listing Rule 7.1A under the October 2024 Placement. ich the Company has issued under ASX Listing Rule 7.1A under the October 2024 Placement.
Date of issue and Appendix 2A4,654,181 Shares were issued (as part of the October 2024Placement) on 30 October 2024.Appendix 2A – 30 October 2024.
Recipients The 4,654,181 Shares were issued (as part of the October2024 Placement) to one or more institutional, professionalnd hititd intr idntifid b th Cmn nd
a sopthe Joint L cae vesos ee y e opay aead Managers to the October 2024 Placement by
way of a b ookbuild process.
None of th e investors to whom the 4,654,181 Shares were
issued (as part of the October 2024 Placement) were a
related party of the Company, a member of the Company’s
key management personnel, a substantial holder of theCompan an advisor to the Compan or an associate of an
y, ysuch persons that were issued more than 1% of theCompany’s current issued capital (as at the time of issue).

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----- Start of picture text ----- Number and class of Equity 4,654,181 Shares [1 ] (as part of the October 2024 Placement).SecuritiesIssue price and discount to Issue price for the 4,654,181 Shares (as part of the OctoberMarket Price [2] (if applicable) 2024 Placement) was $0.325 per Share, representing a14.5% discount to the Market Price of $0.38 on 18 October2024.Form of consideration and use Amount Raised : The total cash consideration received byof funds the Company in respect of the 4,654,181 Shares issued (aspart of the October 2024 Placement) was $1,512,608.82.Amount spent : As at the date of the Addendum dated 1November 2024 to this Notice, the Company has not spentany of the $1,512,608.82 raised in respect of the 4,654,181Shares issued (as part of the October 2024 Placement).Use of funds : The amount raised under the October 2024Placement will be used to fund a bench-scale metallurgicaltestwork program, construction and operation of ademonstration plant, completion of Koppies Uranium ProjectScoping Study, exploration drilling across the Namibian andAustralian portfolio and working capital requirements [3] .----- End of picture text -----

Notes

1. Fully paid ordinary shares in the capital of the Company, ASX Code: EL8 (terms are set out in the Constitution).

2. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date the Company announced the October 2024 Placement (being 22 October 2024).

3. This is a statement of current intentions as at the date of the Addendum dated 1 November 2024 to this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

As at the date of the Addendum dated 1 November 2024 to this Notice, the Company has not issued any other Equity Securities under ASX Listing Rule 7.1A during the Period.

By Order of the Board of Directors

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Shane McBride Company Secretary Elevate Uranium Limited

1 November 2024