Announcement PDF ABN 59 142 014 873 Notice of Annual General Meeting Date of Meeting Friday, 17 November 2023 Time of Meeting 11.00am (WST) Place of Meeting Suite 9, 110 Hay Street, Subiaco WA 6008 SEE OVERLEAF FOR IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING This document should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their independent professional advisers prior to voting. Queries for the Company may be made to the Company Secretary by telephone on +61 (0)8 9388 8290. IMPORTANT INFORMATION Meeting attendance and voting The 2023 Annual General Meeting of the Company will be held as a physical meeting. Shareholders will be able to attend the Meeting in person only. Votes may be submitted during the Meeting by those Shareholders in attendance either in person or through a validly appointed corporate representative. Votes via validly submitted proxy forms will also be accepted. Accordingly, the Company strongly encourages Shareholders to lodge a directed proxy form with the Company no later than 48 hours prior to the Meeting. A personalised proxy form has been despatched to Shareholders. Voting Eligibility 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 15 November 2023. Voting by poll All votes taken at the Meeting will be conducted by way of a poll taken physically at the Meeting and from validly submitted proxy forms. Voting will not be conducted electronically. Shareholders are therefore strongly encouraged to submit a valid proxy form in accordance with the instructions below. Voting by proxy Shareholders should note that: • • • a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; a proxy need not be a member of the Company; and a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes. The proxy form for the Meeting provides further details on appointing proxies and lodging proxy forms. To be valid, the proxy form (and any power of attorney under which it is signed) must be completed and returned by the time and in accordance with the instructions set out in the proxy form. Any proxy form received after that time will not be valid for the Meeting. Subject to any voting restrictions set out in a voting exclusion statement in respect of the Resolutions, the Chair will vote undirected proxies on, and in favour of, each Resolution. Corporate representatives A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution. The representative must, prior to the Meeting, provide evidence of his or her appointment, to the Company’s company secretary by email to ianh@vrxsilica.com.au by no later than 5.00pm (WST) on 16 November 2023, the business day prior to the Meeting, noting any authority under which the appointment is signed, unless it has previously been given to the Company. NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2023 Annual General Meeting of Shareholders will be held on Friday, 17 November 2023, commencing at 11.00am (WST) at Suite 9, 110 Hay Street, Subiaco WA 6008. The enclosed Explanatory Statement accompanies and forms part of this Notice of Annual General Meeting. AGENDA ORDINARY BUSINESS Accounts and Reports To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023, together with the reports by directors and auditors thereon. 1. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding resolution: “That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company’s Annual Report for the financial year ended 30 June 2023 be adopted.” Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition In accordance with section 250R of the Corporations Act, a vote in favour of this Resolution must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the remuneration report, or a Closely Related Party of such member. However, a vote may be cast by such person if: (a) the person is acting as a proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel. 2. Resolution 2: Re-election of Director – David Welch To consider, and if thought fit, to pass as an ordinary resolution the following: “That David Welch, being a Director who retires by rotation in accordance with Clause 6.3 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.” SPECIAL BUSINESS 3. Resolution 3: Approval of 10% Placement Capacity To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.” 2 4. Resolution 4: 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 purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue under Listing Rule 7.1 by the Company of 12,500,000 Shares to the parties and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who received Shares in the Placement or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; 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: 5. (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. Resolution 5: Ratification of prior issue of Options – Placement To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: “That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue under Listing Rule 7.1 by the Company of 6,250,002 Options to the parties and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who received Options in the Placement or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; 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. 3 6. Resolution 6: Ratification of prior issue of Shares – SPP To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: “That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue under Listing Rule 7.1 by the Company of 10,416,696 Shares to the parties and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who received Shares in the SPP or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; 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: 7. (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. Resolution 7: Ratification of prior issue of Options – SPP To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: “That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous issue under Listing Rule 7.1 by the Company of 5,208,384 Options to the parties and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who received Options in the SPP or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; 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. 4 8. Resolution 8: Approval for issue of Shares and Options – SPP Shortfall To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution: “That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue by the Company of up to 2,083,334 Shares and free-attaching 1,041,667 Options (subject to rounding up of fractional entitlements) to the parties and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; 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. BY ORDER OF THE BOARD Ian Hobson Company Secretary 5 October 2023 5 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of members to be held at Suite 9, 110 Hay Street, Subiaco WA 6008 on Friday, 17 November 2023, commencing at 11.00am (WST). This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Annual General Meeting. 1. 2023 ANNUAL REPORT In accordance with the requirements of the Constitution and the Corporations Act, the 2023 Annual Report will be tabled at the Annual General Meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Annual Report. There is no requirement for a formal resolution on this item. Representatives from the Company’s auditors, RSM Australia Partners, will be present to take Shareholders’ questions and comments about the conduct of the audit and the preparation and content of the audit report. 2. ADOPTION OF REMUNERATION REPORT: RESOLUTION 1 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 Directors. If at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s next annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution). If more than 50% of the Shareholders vote in favour of the Spill Resolution, the Company must convene an extraordinary general meeting (Spill Meeting) within 90 days of the relevant annual general meeting. All of the Directors who were in office on the date when the Company’s applicable Directors Report 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 is approved will become the Directors. 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 annual general meeting. 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 the financial year ended 30 June 2023. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. 3. RE-ELECTION OF DIRECTOR (DAVID WELCH): RESOLUTION 2 Resolution 2 relates to the re-election of David Welch as a Director. In accordance with the requirements of clause 6.3 of the Constitution and the Corporations Act, one-third of the directors of the Company retire from office at this Annual General Meeting. Mr Welch retires by rotation and, being eligible, offers himself for re-election. A summary of the qualifications and experience of Mr Welch is provided in the Annual Report. The Directors, except for Mr Welch, recommend that Shareholders vote in favour of Resolution 2. 6 4. APPROVAL OF 10% PLACEMENT CAPACITY: RESOLUTION 3 4.1 General Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting (10% Placement Capacity). The number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out in Section 4.2). The effect of Resolution 3 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% share issue capacity under Listing Rule 7.1. If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out in Section 4.2). If Shareholders do not approve Resolution 3, the Company will be unable to issue Equity Securities under the 10% Placement Capacity and will therefore require separate shareholder approval or be limited to the 15% share issue capacity under Listing Rule 7.1. Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed. 4.2 Listing Rule 7.1A Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% share issue capacity. An Eligible Entity is one that, as at the date of the relevant annual general meeting: (a) is not included in the S&P/ASX 300 Index; and (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) no greater than $300,000,000. The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation (as at 3 October 2023) of approximately $64.2 million. Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being the Shares (ASX Code: VRX). The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula: (A x D) – E Where: A is the number of Shares on issue at the commencement of the relevant period: (i) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17; (ii) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: 7 (iii) 4.3 • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or • the issue, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4; plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: • the agreement was entered into before the commencement of the relevant period; or • the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4; (iv) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4; (v) plus the number of partly paid shares that became fully paid in the relevant period; (vi) less the number of Shares cancelled in the relevant period. D is 10%. E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4. Technical information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 3: (a) Period for which approval will be valid The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following: (i) 12 months after the date of this Meeting; (ii) the time and date of the Company’s next annual general meeting; and (iii) the time and date of approval by Shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking), (10% Placement Capacity Period). (b) Minimum price at which Equity Securities may be issued The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within ten ASX trading days of the date in paragraph (i), the date on which the Equity Securities are issued. 8 (c) Purposes for which funds may be raised under a Listing Rule 7.1A issue The Company may issue Equity Securities under the 10% Placement Capacity for cash consideration only, and the Company intends to use any funds under such an issue raised for continued exploration and evaluation of the Company’s exploration projects, further development of exploration projects into construction and production phases, and for general working capital. (d) Risk of voting dilution Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue. If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A(2), on the basis of the current market price of Shares and the number of Equity Securities currently on issue. The table 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. Dilution No. Shares on Issue* 583,319,725 (Current) 874,979,588 (50% increase) 1,166,639,450 (100% increase) Issue price per Share $0.0550 $0.1100 $0.1650 50% decrease in issue price Current issue price 50% increase in issue price Shares issued 58,331,973 58,331,973 58,331,973 Funds raised $3,208,258 $6,416,517 $9,624,775 Shares issued 87,497,959 87,497,959 87,497,959 Funds raised $4,812,388 $9,624,775 $14,437,163 Shares issued 116,663,945 116,663,945 116,663,945 Funds raised $6,416,517 $12,833,034 $19,249,551 *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 that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. 2. 3. 4. 5. The current shares on issue are the Shares on issue as at 3 October 2023. The issue price set out above is the closing price of the Shares on ASX on 3 October 2023. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 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. 9 6. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1. Resolution 3 has been approved by Shareholders at the Meeting. Shareholders should note that there is a risk of economic and voting dilution of existing ordinary security holders that may result from an issue of Equity Securities under Listing Rule 7.1A.2, including the risk that: (e) (i) the market price for the Shares may be significantly lower on the issue date than on the date of the Meeting; and (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. Allocation under the 10% Placement Capacity The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to a number of factors, including: (i) the purpose of the issue; (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate; (iii) the effect of the issue of the Equity Securities on the control of the Company; (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; and (v) advice from corporate, financial and broking advisers (if applicable). The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice but may include existing Shareholders and/or new investors who are not related parties or associates of a related party of the Company. (f) Previous Approval under Listing Rule 7.1A and Equity Securities Issued The Company previously obtained approval under Listing Rule 7.1A at its 2021 annual general meeting held on 29 November 2021. Approval was not obtained at the 2022 annual general meeting. In the 12 months preceding the date of the 2023 Annual General Meeting, the Company has not issued any Equity Securities pursuant to Listing Rule 7.1A. 4.4 Voting Exclusion As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3. 5. RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – PLACEMENT: RESOLUTIONS 4 AND 5 5.1 Background On 28 August 2023, the Company announced to ASX that it had launched a $3 million capital raising under a $1.5 million placement (Placement) and $1.5 million share purchase plan (SPP) via the issue of Shares and free-attaching Options on a one-for-two basis (subject to rounding up of fractional entitlements) (Capital Raising). Canaccord Genuity (Australia) Limited acted as lead manager of the Capital Raising. 10 The Placement comprised the issue of 12,500,000 Shares and 6,250,002 free-attaching Options to sophisticated and professional investors, none of whom are related parties of the Company. The Company issued the Shares and Options within its 15% share issue capacity pursuant to Listing Rule 7.1 (described below). By issuing those Shares and Options under the Placement, the Company’s