Announcement PDF HASTINGS TECHNOLOGY METALS LTD ACN 122 911 399 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11:00am (WST) DATE: 30 July 2025 PLACE: Level 3, 5 Mill Street, Perth WA 6000 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 11:00am (WST) on 28 July 2025. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES TO MARCH PLACEMENT PARTICIPANTS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,480,000 Shares to the March Placement Participants on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES TO CHARLES LEW TO ENABLE HIS SUBSCRIPTION IN THE MARCH 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 Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 801,250 Shares to Charles Lew (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 3. RESOLUTION 3 – APPROVAL OF THE TRANSACTION To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That the Transaction with Wyloo on the terms and conditions set out in the Explanatory Statement is approved for all purposes.” Dated: 30 June 2025 1 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: Resolution 1 – Ratification of issue of Shares to March Placement Participants The March Placement Participants or any other person who participated in the issue or an associate of that person or those persons. Resolution 2 – Approval to issue Shares to Charles Lew to enable his subscription in the March Placement Charles Lew (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. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6117 6118. 2 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. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES TO MARCH PLACEMENT PARTICIPANTS 1.1 General This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 7,480,000 Shares to professional and sophisticated investors (March Placement Participants) at an issue price of $0.32 per Share to raise $2,393,600 (before costs) (March Placement). The March Placement was completed on 21 March 2025. The proceeds of the March Placement are intended to be applied towards funding general working capital. 1.2 Listing Rule 7.1 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue. 1.3 Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue. 1.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue. If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue. 1.5 Technical information required by Listing Rules 7.4 and 7.5 REQUIRED INFORMATION DETAILS Names of persons to whom Securities were issued or the basis on which those persons were identified/selected The March Placement Participants who were identified by the Directors. Number and class of Securities issued 7,480,000 Shares were issued. Terms of Securities The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. 3 REQUIRED INFORMATION DETAILS Date(s) on or by which the Securities were issued 21 March 2025. Price or other consideration the Company received for the Securities $0.32 per Share. Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue was to raise capital, which the Company intends to apply as set out in Section 1.1. Summary of material terms of agreement to issue The Shares were issued pursuant to customary placement agreements between the Company and the March Placement Participants. Voting Exclusion Statement A voting exclusion statement applies to this Resolution. Compliance The issue did not breach Listing Rule 7.1. 2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES TO CHARLES LEW TO ENABLE HIS SUBSCRIPTION IN THE MARCH PLACEMENT 2.1 General This Resolution seeks Shareholder approval for purposes of Listing Rule 10.11 for the issue of up to 801,250 Shares to Charles Lew (or his nominee(s)), to enable his participation in the Company’s capital raising activities on the same terms as the March Placement Participants. 2.2 Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue constitutes giving a financial benefit and Charles Lew is a related party of the Company by virtue of being a Director. The Directors (other than Charles Lew who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Shares will be issued to Charles Lew (or his nominee(s)) on the same terms as Shares issued to non-related party participants in the March Placement and as such the giving of the financial benefit is on arm’s length terms. 2.3 Listing Rule 10.11 Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to: 10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company; 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so; 4 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders. The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11. 2.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.1. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity. If this Resolution is not passed, the Company will not be able to proceed with the issue and no further funds will be raised. 2.5 Technical Information required by Listing Rule 10.13 REQUIRED INFORMATION DETAILS Name of the person to whom Securities will be issued Charles Lew (or his nominee(s)). Categorisation under Listing Rule 10.11 Charles Lew falls within the category set out in Listing Rule 10.11.1 as he is a related party of the Company by virtue of being a Director. Any nominee(s) of Charles Lew who receive Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. Number of Securities and class to be issued Up to 801,250 Shares will be issued. Terms of Securities The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. Date(s) on or by which the Securities will be issued The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). Price or other consideration the Company will receive for the Securities $0.32 per Share (being the same issue price as Shares issued to unrelated March Placement Participants under the March Placement). Purpose of the issue, including the intended use of any funds raised by the issue The purpose of the issue is to raise capital, which the Company intends to apply as set out in Section 1.1. Summary of material terms of agreement to issue The Shares will be issued pursuant to a customary placement agreement between the Company and Mr Lew. Voting exclusion statement A voting exclusion statement applies to this Resolution. 5 3. RESOLUTION 3 – APPROVAL OF THE TRANSACTION 3.1 Background The Company and its subsidiaries (the Group) operate an Australian rare earth material and niobium development and exploration business, which as at the date of this Notice is focused on the development of: (a) the Yangibana Rare Earths and Niobium Project (Yangibana Project), further details in respect of which are set out below; (b) the Brockman Niobium and Rare Earths Project, comprising four wholly-owned prospecting licenses in the East Kimberley region of Western Australia which hosts zircon, niobium, tantalum, and yttrium deposits (Brockman Project); (c) the Darcys Gold Project comprising three wholly owned exploration licenses, which together cover an area of approximately 100 square kilometers situated adjacent to the Brockman Project tenements in the East Kimberley region of Western Australia and within the historical Halls Creek gold mining area (Darcys Gold Project); (d) the Ark Gold Project, comprising two wholly-owned exploration licenses located approximately 15 km southeast of the Yangibana Project, which together cover an area of 85 square kilometres (Ark Gold Project); and (e) the Whiteheads Gold Project, a proposed acquisition of gold tenements which was announced on 27 May 2025 with due diligence currently being advanced (Whiteheads Project). The Yangibana Project is currently the Company’s main undertaking with exploration and development of the Yangibana Project being the Company’s current focus as at the date of this Notice. The Yangibana Project occupies 650 square kilometres and is located approximately 250 kilometres northeast of Carnarvon in Western Australia. The Yangibana Project is a world-class rare earths and niobium deposit located in a tier one jurisdiction, containing an unrivalled percentage of NdPr to Total Rare Earth Oxide in the orebody, averaging 37% over the life of mine and up to 52% in some areas of the deposit. 1 The Yangibana Project has a current Mineral Resource of 29.93mt at 0.93% TREO (0.32% Nd2O3+Pr6O11).1 An Ore Reserve of 20.93mt at 0.90% TREO (0.33% Nd2O3+Pr6O11) supports an expected mine operating life of at least 17 years.1 The Yangibana Project is fully permitted for immediate construction of the Beneficiation Process Plant and is well-timed to meet the forecast supply gap for rare earth elements accelerated by the growth in electric vehicles and wind turbines, both vital for the global energy transition. The Plant is designed to produce 37,000 tonnes per annum of mixed rare earth concentrate.1 In October 2022, the Group completed the acquisition of 8,974,127 common shares in Neo Performance Materials Inc. (Neo), a leading global rare earth processing and advanced permanent magnets producer listed on the Toronto Stock Exchange (which represented an approximate 22.1% shareholding in Neo). The acquisition provided the Group with a strategic stake in Neo and exposure to the global downstream processing of rare earth materials into magnets. The acquisition was funded by a $150 million cornerstone investment in Hastings by Wyloo Consolidated Investments Pty Ltd (Wyloo), through the 1 The Company confirms that all material assumptions underpinning the Ore Reserves supporting the Life of Mine Plan in the ASX release dated 6 February 2023, forecast financial information and production targets in the ASX release dated 31 May 2023 and supplemented by the 16 February 2024 ASX release continue to apply and have not materially changed. In addition, production targets and forecast financial information are based on Ore Reserves and Mineral Resources (Measured and Indicated), and no inferred mineral resources nor exploration target are included. The Company confirms that it is not aware of any new information as at the date of this Notice that materially affects the information included in the previous market announcements. The Yangibana Mineral Resource is comprised of a Measured Resource of 4.97mt at 0.96% TREO (0.37% Nd2O3+Pr6O11), 19.51mt Indicated Resource at 0.88% TREO (0.32% Nd2O3+Pr6O11) and 5.45mt Inferred Resource at 1.05% TREO (0.31% Nd2O3+Pr6O11). The Yangibana Ore Reserve is comprised of a 4.89mt Proven Ore Reserve at 0.95% TREO (0.37% Nd2O3+Pr6O11) and a 16.03mt Probable Ore Reserve at 0.88% TREO (0.32% Nd2O3+Pr6O11). 6 issue of secured, redeemable exchangeable notes (Exchangeable HTM Investments (One) Pty Ltd, a wholly owned subsidiary of the Company. Notes) in The Company announced on 20 February 2025 that it had entered into an exclusive nonbinding term sheet with Wyloo which outlined the terms and conditions of a two-stage transaction with the Group in respect of the Yangibana Project and the Exchangeable Notes. 3.2 Overview of the Transaction The first stage of the transaction, which was completed on 20 February 2025, involved the Company transferring 8,350,311 shares held in Neo, representing an approximate 19.99% interest in Neo (Transferred Neo Shares) to Wyloo. The Transferred Neo Shares had a value of A$79.8m 2 , which was set off against the outstanding amount of the Exchangeable Notes. As announced on 16 May 2025, the Group has executed a definitive transaction agreement (Transaction Agreement) with Wyloo and Wyloo Gascoyne Pty Ltd (Wyloo Gascoyne) and a deed of termination, release and standstill in respect of the Exchangeable Notes (Deed of Termination, Release and Standstill) which outlines the terms and conditions of the second stage of the transaction (Transaction). The Transaction will involve the sale of a 60% interest in the Yangibana Project to Wyloo Gascoyne and the formation of a 60:40 unincorporated joint venture between Wyloo Gascoyne and the Company’s wholly owned subsidiary Yangibana Jubilee Pty Ltd (YJPL) with respect to the Yangibana Project (UJV). The UJV covers both Stage 1 of the Yangibana Project’s Beneficiation Plant and Stage 2 Hydrometallurgical Plant. Wyloo Gascoyne will hold an initial 60% participating interest (with an option to increase its interest to 70%) and YJPL will hold an initial 40% participating interest in the UJV. Further information in relation to the interests of Wyloo Gascoyne and YJPL (each a Participant) in the UJV and the pre-emptive and other acquisition rights held by Wyloo Gascoyne is set out in Section 3.3(c). Wyloo Gascoyne will fund its pro-rata share of remaining capital costs in respect of the Yangibana Project. Further information in relation to the funding of the UJV is set out in Section 3.3(b). Wyloo Gascoyne will be appointed as the manager of the UJV and will receive a management fee. Further information in relation to the management of the UJV is set out in Section 3.3(a). The consideration for the transfer of the 60% interest in the Yangibana Project comprises: (a) the cancellation of all Exchangeable Notes held by Wyloo (including all accrued interest) which the Transaction Agreement fixed at a value of $123,259,271.99 and which are currently subject to a standstill as set out in the Deed of Termination, Release and Standstill during the period prior to completion of the Transaction; and (b) the payment by the Company of the value of the remaining 623,816 shares held in Neo (valued at $7,363,068) (Cash Payment). As set out in the diagram below, all assets and tenements which do not comprise the Yangibana Project will remain with the Group following completion of the Transaction Agreement (Completion). Further information in respect of the Company’s business model following Completion is set out in Section 3.7. 2 Converted at a AUD/CAD exchange rate of 0.9025 7 Figure 1: Assets of the Group at Completion Completion is conditional upon the satisfaction or waiver of the following: (a) the Company obtaining Shareholder approval to proceed with the Transaction (which approval is being sought under this Resolution); (b) Ministerial consent for the transfer of certain tenements the subject of the Yangibana Project; and (c) assignment/novation of authorisations and assignment/novation of a 60% interest in key contracts relevant to the Yangibana Project to Wyloo Gascoyne, along with other standard conditions precedent (Conditions). Each party must use all reasonable endeavours to ensure that each Condition is satisfied on or before 14 November 2025. Further details in respect of each stage of the Transaction are set out below and in the ASX announcements released on 20 February 2025 and 16 May 2025. A summary of the material terms of the Transaction Agreement and the Deed of Termination, Release and Standstill and other agreements relevant to the Transaction is set out in Schedule 1. 3.3 Overview of the UJV An overview of the key terms of the UJV is set out below, with further details set out in Schedule 1. (a) Management of the UJV Wyloo Gascoyne will be appointed as the manager of the UJV (Manager) and will receive a management fee. A management committee will be established which will initially comprise two members appointed by each Participant (Management Committee). Following a change to the interest of a Participant in the UJV (JV Share), the Management Committee will be comprised of one member for each 20% JV Share held by each Participant. A Participant who holds a JV Share of less than 20% will be entitled to continue to nominate and appoint a member whose sole rights are limited to voting in respect of Reserved Matters (defined below) and acting as a non-voting observer in respect of all other matters. Decisions of the Management Committee will be on a simple-majority basis, other than the following matters (each a Reserved Matter) which require unanimous approval: (a) the variation of the management fee, (b) a decision to vary or amend the Joint Venture Agreement or any of the Project Agreements, (c) a decision to suspend, close, terminate or abandon all or substantially all of the 8 activities of the UJV (excluding a decision to place property into suspension or care and maintenance) and (d) a decision for the UJV or the Manager to enter into agreements, transactions or arrangements with an individual Participant or its related entities, where the aggregate amount payable exceeds a prescribed threshold over a 12 month period (excluding any agreements entered into on arm’s length terms). (b) Funding of the UJV Each Participant is responsible for funding its participation in the UJV. The Participants agree to use commercially prudent and reasonable endeavours to work together to arrange finance for the Yangibana Project on terms acceptable to both Participants (acting reasonably) and achieve a minimum gearing ratio of 50:50 (debt:equity) based on the total capital cost for the Yangibana Project (with the calculation of the total capital cost for the Yangibana Project to include capital expenditure prior to the establishment of the UJV). To the extent there is required residual equity contribution from the Participants that are not raised from project finance, Participants can dilute (0.5% per $1m) or be loan carried for 60 days at BBSY +15% (pre-FID) and for 90 days at BBSY + 10% (post-FID but prior to the Participants collecting an aggregate of $10m in revenue from the Yangibana Project). A Participant cannot be loan carried after the Participants collect an aggregate of $10m in revenue from the Yangibana Project. No cash calls for 90 days post FID (which means that a Participant will have up to180 days to obtain initial funding post-FID as a result of the 90-day loan carry period plus the 90 day cash call prohibition period). (c) Interest in the UJV Wyloo Gascoyne has a right of pre-emption on standard terms in relation to the disposal of YJPL’s JV Share to a third party. Additionally, Wyloo Gascoyne has: (i) an option to acquire an additional 10% JV Share from YJPL at the lower of the fair market value as agreed or determined by an independent expert valuation (Fair Market Value), or $20m (subject to indexation); (ii) an option to acquire YJPL’s JV Share at the lower of Fair Market Value and $2m for each 1% of YJPL’s JV Share (subject to indexation), if: (iii) (d) (A) YJPL’s JV Share falls below 10% and Wyloo Gascoyne holds a JV Share of 50% or more; or (B) if an insolvency event occurs in respect of the Company or YJPL; and an option to acquire YJPL’s JV Share for Fair Market Value if a change of control occurs in relation to YJPL (which includes a change of control in relation to Hastings other than a change of control which occurs as a result of a market bid conducted pursuant to section 635 of the Corporations Act or creeping acquisitions in accordance with item 9 of section 611 of the Corporations Act). Security Under an associated deed of cross-security, which will be entered into between the Participants and the Manager at Completion (Deed of Cross-Security), each Participant has agreed to grant a security interest in (a) its JV Share in the UJV assets, UJV bank accounts, products produced by the UJV, proceeds of insurance taken out by the UJV, moneys held by the Manager for and on behalf of the UJV, (b) its right and interest in all agreements made by the Participants for the UJV or by a Participant (or its related entities) for the purposes of disposal of product produced by the UJV (Specified Document) and (c) its right, title or interest under the Deed of Cross-Security. The security is granted to secure each party’s obligation to pay all called sums and other moneys due and payable 9 under the Deed of Cross-Security, the Joint Venture Agreement or any other Specified Document. 3.4 Purpose of this Resolution The Company is seeking Shareholder approval under this Resolution to satisfy one of the Conditions (as outlined in the Transaction Agreement). Although the Company is not required under the Corporations Act or the Listing Rules to obtain approval to proceed to Completion, the Board considers that, as a matter of good corporate governance and given the materiality of the Transaction to the Company, Shareholders should be given the opportunity to vote on the Transaction. Accordingly, the Transaction Agreement is conditional upon, amongst other things, Shareholders approving the Transaction. If this Resolution is passed, the Company will, subject to satisfaction of the other Conditions, proceed to Completion and formation of the UJV. If this Resolution is not passed, the Company does not elect to waive the Condition relating to Shareholder approval and Wyloo elects to terminate the Transaction Agreement, the Company will be required to pay a break fee of $2,500,000 (Break Fee) within 20 Business Days of receiving a demand from Wyloo following termination which the Company would need to fund from its existing cash reserves and/or the proceeds from a future fundraising. Additionally, following termination of the Transaction Agreement, Wyloo would be entitled to enforce its rights in respect of the Exchangeable Notes (which would mature and be repayable in October 2025, including making a demand for payment of any outstanding amount which at the date of the Transaction Agreement was fixed at $123,259,271.99), exchanging some or all of the face value of the Exchangeable Notes into Shares and/or requiring the issue of additional Exchangeable Notes in respect of accrued interest. In the event Wyloo decided to enforce its rights in respect of the Exchangeable Notes, the Company would be required to raise funding via additional equity or debt funding and/or pursue an alternative corporate transaction. 3.5 Advantages and disadvantages of the Transaction The Directors consider that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on this Resolution: (a) the UJV signif