REG - PYX Resources Ltd. - Notice of Annual General Meeting

PYX ResourcesAnnouncement

14/04/2022 09:15

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RNS Number : 4032I  PYX Resources Limited  14 April 2022

 

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AND MARKETS ACT 2000.

 

PYX Resources Limited / EPIC: PYX / Market: Standard / Sector: Mining

 

 14 April 2022

 

Notice of Annual General Meeting

 

PYX Resources Ltd ("PYX" or "the Company") (NSX: PYX | LSE: PYX), gives notice
that the Annual General Meeting of Shareholders ("AGM") will be held at Level
5, 56 Pitt Street, Sydney, New South Wales 2000, Australia on Wednesday, 18
May 2022 at 6.00pm (AEST) / 9am (BST).

The Explanatory Memorandum to the Notice provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum and the
Proxy Form both form part of the Notice.

Terms used in this Notice of Meeting are defined in section 8. (Glossary) of
the Explanatory Memorandum which is below and located at
https://pyxresources.com/investors-nsx-announcements/.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the
financial year ended 31 December 2021 together with the declaration of the
Directors, the Directors' Report, the Remuneration Report and the Auditor's
Reports (together, the Annual Report).

The Company will not provide a hard copy of the Company's Annual Report to
Shareholders unless specifically requested to do so. The Company's Annual
Report is available on its website (www.pyxresources.com).

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 purpose 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 Company's Annual Report for the financial year ended 31
December 2021."

 Voting Prohibition Statement

 The Company will disregard any votes cast in favour of this Resolution 1 by or
 on behalf of:

 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:

 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.

 Note: the vote on this Resolution is advisory only and does not bind the
 Directors or the Company.

 The Directors will consider the outcome of the vote and comments made by
 Shareholders on the Remuneration Report at the Meeting when reviewing the
 Company's remuneration policies.

 If 25% or more of votes that are cast are voted against the adoption of the
 Remuneration Report at two consecutive annual general meetings, Shareholders
 will be required to vote at the second of those annual general meetings on a
 resolution ("spill resolution") that another meeting be held within 90 days at
 which all of the Company's directors (other than the Managing Director) must
 go up for re-election. For further information, please refer to the
 Explanatory Statement.

 The Chair intends to vote any undirected proxies in favour of this Resolution.
 In exceptional circumstances, the Chair may change his or her voting intention
 on the Resolution, in which case an NSX announcement will be made.

RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR BAKHOS GEORGES

To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:

"That, for the purpose of clauses 39.1 of the Constitution, and for all other
purposes, Mr.  Bakhos Georges, a Director, retires by rotation, and being
eligible, is re-elected as a Director."

RESOLUTION 3 - APPROVAL OF STOCK INCENTIVE PLAN

To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:

"That, for the purposes of NSX Listing Rule 6.25(2)(iv), the adoption of the
Stock Incentive Plan, and future issuance of securities thereunder, as
described in the Explanatory Memorandum, be approved."

 

 Voting Exclusion Statement

 The Company will disregard any votes cast in favour of this Resolution 3 by or
 on behalf of:

 a)   any director of the Company (except one who is ineligible to
 participate in the Stock Incentive Plan in relation to the Company); or

 b)   an associate of that person (or persons).

 However, this does not apply to a vote cast in favour of Resolution 3 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 of the Meeting as proxy or attorney for a person who is
 entitled to vote on the Resolution, in accordance with a direction given to
 the Chair to vote on the Resolution as the Chair decides; or

 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:

 a.   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

 b.   the holder votes on the Resolution in accordance with directions given
 by the beneficiary to the holder to vote in that way.

RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS AND SHARES TO MR. OLIVER HASLER

To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:

"That, for the purpose of NSX Listing Rule 6.44, and for all other purposes,
approval is given for the issue of 10,500,000 Performance Rights and the issue
of up to a maximum of 10,500,000 Shares that may result from the exercise of
those Performance Rights upon satisfaction of the relevant milestones in
respect of these Performance Rights to Oliver Hasler or his nominee(s)
pursuant to the Company's Stock Incentive Plan on the terms and conditions as
described in the Explanatory Memorandum ."

 Voting Exclusion Statement

 The Company will disregard any votes cast in favour of this Resolution 4 by or
 on behalf of:

 a)         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

 b)        an associate of those persons.

 However, this does not apply to a vote cast in favour of Resolution 4 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 of the Meeting as proxy or attorney for a person
 who is entitled to vote on the Resolution, in accordance with a direction
 given to the Chair to vote on the Resolution as the Chair decides; or

 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:

 a.   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

 b.   the holder votes on the Resolution in accordance with directions given
 by the beneficiary to the holder to vote in that way.

 Voting Prohibition statement

 The Company will disregard any votes cast in favour of this Resolution 4 by or
 on behalf of:

 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:

 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:

 a.   does not specify the way the proxy is to vote on this Resolution; and

 b.   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 5 - PROPORTIONAL TAKEOVER PROVISIONS

To consider, and if thought fit pass, with or without amendment, the following
resolution as a special resolution:

"That, for the purpose of section 136(2) of the Corporations Act and for all
other purposes, approval is given for the Company to modify its existing
Constitution by renewing clause 75 of the Company's Constitution for a period
of three years from the date of approval of this Resolution."

RESOLUTION 6 - AMENDMENT TO THE CONSTITUTION

To consider, and if thought fit pass, with or without amendment, the following
resolution as a special resolution:

"That, pursuant to and in accordance with section 136(2) of the Corporations
Act and for all other purposes, approval is given for the Company to modify
its Constitution by making the amendment contained in the document tabled at
the Meeting and signed by the Chair for the purposes of identification, with
effect from the close of the Meeting."

 

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance
with the Constitution of the Company.

 

EXPLANATORY MEMORANDUM

Proxy Appointment and Voting Instructions

 

Australia (Proxy Form)

 

Shareholders are strongly encouraged to vote by proxy. To vote by proxy,
please complete and sign the relevant enclosed Proxy Form and return by 6.00
pm AEST on 16th May 2022 at 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 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.

If you wish to appoint the Chair as your proxy, mark the appropriate box on
the Proxy Form. If the person you wish to appoint as your proxy is someone
other than the Chair, please write the full name of that person on the Proxy
Form. If you leave this section blank, or your named proxy does not attend the
Meeting, the Chair will be your proxy. A proxy need not be a Shareholder of
the Company.

 

All resolutions at the AGM will be decided on a poll. Shareholders are
therefore strongly encouraged to lodge directed proxies in advance of the AGM.

 

United Kingdom (Form of Instruction)

 

The Form of Instruction (accompanying this Notice of Meeting) must be signed
by the depositary interest holder or an attorney duly authorised in writing
and deposited at the office of the Depositary, Computershare Investor Services
PLC, located at The Pavilions, Bridgewater Road, Bristol BS99 6ZY by 10:00 am
BST on 13th May 2022.

 

Any Form of Instruction received after that time will not be valid for the
Meeting.

 

CREST Voting

 

Holders of Depositary Interests in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the procedures described
in the CREST Manual. CREST personal members or other CREST sponsored members,
and those CREST members who have appointed a voting service provider, should
refer to their CREST sponsor or voting service provider, who will be able to
take appropriate action on their behalf.

 

In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (a "CREST Voting Instruction") must be properly
authenticated in accordance with Euroclear's specifications and must contain
the information required for such instructions, as described in the CREST
Manual (available via www.euroclear.com (http://www.euroclear.com) ).

 

To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company's agent (3RA50) no later than 10:00 am BST on 13th May
2022.

 

For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the CREST Voting Instruction by the
CREST applications host) from which the Company's agent is able to retrieve
the CREST Voting Instruction by enquiry to CREST in the manner prescribed by
CREST. Holders of Depositary Interests in CREST and, where applicable, their
CREST sponsors or voting service providers should note that Euroclear does not
make available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the
transmission of CREST Voting Instructions. It is the responsibility of the
Depositary Interest holder concerned to take (or, if the Depositary Interest
holder is a CREST personal member or sponsored member or has appointed a
voting service provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a CREST
Voting Instruction is transmitted by means of the CREST voting service by any
particular time. In this connection, Depositary Interest holders and, where
applicable, their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.

 

Corporate Shareholders

 

Corporate Shareholders should comply with the execution requirements set out
on the Proxy Form or otherwise with the provisions of section 127 of the
Corporations Act. Section 127 of the Corporations Act provides that a company
may execute a document without using its common seal if the document is signed
by:

·             two directors of the Company;

·             a director and a company secretary of the Company;
or

·             for a proprietary company that has a sole director
who is also the sole company secretary, that director.

Corporate Representatives

 

A corporation may elect to appoint an individual to act as its representative
in accordance with section 250D of the Corporations Act, in which case the
Company will require a certificate of appointment of the corporate
representative executed in accordance with the Corporations Act. The
certificate of appointment must be lodged with the Company and/or the
Company's share registry before the Meeting or at the registration desk on the
day of the Meeting.

 

Votes on Resolutions

 

You may direct your proxy how to vote by placing a mark in the 'FOR',
'AGAINST' or 'ABSTAIN' box opposite the Resolution. All your votes will be
cast in accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on the Resolutions by inserting the percentage
or number of Shares you wish to vote in the appropriate box or boxes. If you
do not mark any of the boxes on the Resolutions, your proxy may vote as he or
she chooses. If you mark more than one box on a Resolution your vote on that
Resolution will be invalid.

 

As proxies will not be able to physically attend the AGM, Shareholders are
encouraged to consider appointing the Chair as their directed proxy for this
AGM, or otherwise complete the directions for each resolution on the Proxy
Form. You can direct your proxy to vote "For", "Against" or "Abstain" from
voting on, a resolution by marking the appropriate box in the enclosed Proxy
Form.

 

Voting Restrictions that May Affect Your Proxy Appointment

 

Due to the voting exclusions that may apply to certain items of business, the
Key Management Personnel and their Closely Related Parties will not be able to
vote your proxy on Resolution 1 (Adoption of the Remuneration Report),
Resolution 3 (Approval of Stock Incentive Plan) and Resolution 4 (Issue of
Performance Rights and Shares to Mr Oliver Hasler) unless you have directed
them how to vote or, in the case of the Chair, if you expressly authorise him
or her.

 

 

 

Chair Voting Undirected Proxies

 

If the Chair is your proxy, the Chair will cast your votes in accordance with
your directions on the Proxy Form. If you do not mark any of the boxes on the
Resolutions, then you expressly authorise the Chair to vote your undirected
proxies at his or her discretion.

 

As at the date of this Notice, the Chair intends to vote undirected proxies
FOR each of the Resolutions. In exceptional cases the Chair's intentions may
subsequently change and in this event, the Company will make an announcement
to the market.

 

Voting Eligibility - Snapshot Date

 

The Company may specify a time, not more than 48 hours before the Meeting, at
which a "snapshot" of Shareholders will be taken for the purposes of
determining Shareholder entitlements to vote at the Meeting.

 

The Directors have determined that all Shares of the Company that are quoted
on NSX at 6.00pm AEST on Monday, 16 May 2022 shall, for the purpose of
determining voting entitlements at the Meeting, be taken to be held by the
persons registered as holding the Shares at that time. Accordingly,
transactions registered after that time will be disregarded in determining
entitlements to attend and vote at the Meeting.

 

Defined terms

 

Capitalised terms used in the Notice and the Explanatory Statement are defined
in the Glossary.

 

Questions from Shareholders

 

Shareholders may submit questions that relate to the formal items of business
in the Notice in advance of the Meeting to the Company. Should you have any
questions, these can be submitted in advance of the Meeting via the portal
(www.advancedshare.com.au/virtual-meeting
(http://www.advancedshare.com.au/virtual-meeting) ) from 16 April 2022.

As required under section 250PA of the Corporations Act, the Company will make
available at the Meeting those questions directed to the Auditor received in
writing at least 5 Business Days prior to the Meeting, being questions which
the Auditor considers relevant to the content of the Auditor's Report or the
conduct of the audit of the Company's annual financial report for the year
ended 31 December 2021. The Chair will allow a reasonable opportunity for the
Auditor to respond to the questions set out on this list.

 

Questions Regarding the Notice of Meeting

 

Should you wish to discuss the matters in this Notice of Meeting please do not
hesitate to contact the Company Secretary on +61 2 8823 3179.

 

This Explanatory Memorandum has been prepared by the Company to provide
information to Shareholders which the Directors believe to be material to
Shareholders in deciding whether or not to pass the Resolutions which are the
subject of the business of the Meeting.

 

The Directors recommend that the Shareholders read the accompanying Notice of
Meeting and this Explanatory Memorandum in full before making any decision in
relation to the Resolutions.

 

Terms used in this Explanatory Memorandum are defined in section 8.

 

1.           FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution and section 317 of the Corporations Act,
the business of the Meeting will include receipt and consideration of the
annual financial report of the Company for the financial year ended 31
December 2021 together with the declaration of the Directors, the Directors'
Report, the Remuneration Report and the Auditor's Reports.

The Company will not provide a hard copy of the Company's Annual Report to
Shareholders unless specifically requested to do so. The Company's Annual
Report is available on its website (www.pyxresources.com
(http://www.pyxresources.com) ).

No voting is required for this item.

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

Under changes to the Corporations Act which came into effect on 1 July 2011, 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 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 Annual
General Meeting.

2.4          Proxy restrictions

Shareholders appointing a proxy for this Resolution should note the following:

 

 Proxy                        Directions given  No direction given
 Key Management Personnel(1)  Vote as directed  Unable to vote(3)
 Chair(2)                     Vote as directed  Able to vote at discretion of Proxy(4)
 Other                        Vote as directed  Able to vote at discretion of Proxy

 

Notes:

(1) Refers to Key Management Personnel (other than the Chair) whose
remuneration details are included in the Remuneration Report, or a Closely
Related Party of such a member.

(2) Refers to the Chair (where he/she is also a member of the Key Management
Personnel whose remuneration details are included in the Remuneration Report),
or a Closely Related Party of such a member).

(3) Undirected proxies granted to these persons will not be voted and will not
be counted in calculating the required majority if a poll is called on this
Resolution.

(4) The Proxy Form notes it is the Chair's intention to vote all undirected
proxies in favour of all Resolutions.

2.5          Directors' recommendations

The Chair intends to vote undirected proxies in favour of this Resolution. The
Board declines to make a recommendation on Resolution 1 as each Director has a
material personal interest in the outcome of the Resolution.

3.           RESOLUTION 2 - RE-ELECTION OF DIRECTOR - Mr Bakhos
Georges

3.1          General

The Constitution sets out the requirements for determining which Directors are
to retire by rotation at an annual general meeting.

Mr Bakhos Georges, who has served as a director since 31 January 2020 retires
by rotation pursuant to Rule 39.1(c) of the Constitution and seeks
re-election.

3.2          Qualifications and other material directorships

Mr Georges has more than forty years of experience in management and operation
in the wholesale, retail and pharmaceutical sectors with significant direct
involvement in internationally focused import and export operations.

Mr Georges has received the Order of Australia Medal (OAM) in 2019 for service
to the community.  He currently serves as Director of Saint Charbel's Aged
Care Centre and is a Justice of the Peace (JP) in and for the State of New
South Wales.

Mr Georges received a B.Ph.Chem from USMV in 1982.

If re-elected, the Board considers that Mr Georges will be an independent
Director.

3.3          Director's Recommendation

The Board of Directors (other than Mr Georges) supports the re-election of Mr
Georges and recommends that Shareholders vote in favour of Resolution 2.  The
Chair intends to exercise all available proxies in favour of Resolution 2.

4.           RESOLUTION 3 - APPROVAL OF STOCK INCENTIVE PLAN

4.1          Background

Subject to Shareholder approval, the Company is proposing to adopt a Stock
Incentive Plan to:

a)   establish a method by which directors or employees of PYX Resources
Limited (Eligible Persons) can participate in the future growth and
profitability of the Company;

b)   provide an incentive and reward for Eligible Persons for their
contributions to the Company; and

c)   attract and retain a high standard of managerial and technical
personnel for the benefit of the Company.

Shareholder approval of the Stock Incentive Plan is being sought to enable the
Company to issue Awards to the Eligible Persons of the Company and to issue
Shares to those Eligible Persons if they choose to exercise the Awards,
without being required to include the Awards within the Company's 15% limit
for the purpose of NSX Listing Rule 6.25.

4.2          Purpose

The Board is of the opinion that the engagement and retention of
highly-skilled and qualified executives and employees will be a crucial factor
in the Company's ongoing commercial success. The Board considers that for the
purposes of achieving strategic objectives, acting as a reputable and
competitive player in the market, and maximizing shareholder value, it is
important to be able to offer balanced and proportionate remuneration to the
Company's human capital assets.

In light of this reasoning, the Board considers that the Company can either:

a)   offer higher cash remuneration; or

b)   offer Awards to such Eligible Persons under a plan such as the proposed
Stock Incentive Plan.

Amongst the benefits of the second option, the Board notes the benefits the
Company will experience from paying out less in executive/employee pay as well
as the extensive academic research which demonstrates that
executives/employees who are incentivized under a stock incentive plan have
greater aligned interests with the members of the Company.

4.3          NSX Listing Rule 6.25

NSX Listing Rule 6.25 allows an entity to issue (or agree to issue) equity
securities up to 15% of the Company's ordinary securities on issue in any
12-month period without the approval of the Shareholders of the Company. If
the Company wishes to issue equity securities above its 15% capacity, the
Company must obtain shareholder approval at a general meeting prior to the
issue, unless an exception applies.

NSX Listing Rule 6.25(2) provides an exception to NSX Listing Rule 6.25 in
that NSX Listing Rule 6.25 does not apply to an issue of securities under an
employee incentive scheme if the holders of the entity's Ordinary Securities
have approved the issue of equity securities under the scheme.

Further information is provided as follows:

a)   a summary of the terms of the Stock Incentive Plan is set out in
Schedule 1 to these Explanatory Notes;

b)   24,155,376 securities have been issued to, or for the benefit of
Eligible Persons under the Stock Incentive Plan since the Plan was approved by
Shareholders on 13 December 2019; and

c)   a voting exclusion statement is required for this resolution under
applicable law and regulation and has been set out with the resolution in this
Notice of Meeting.

4.4          Director's Recommendation

The Chair intends to vote undirected proxies in favour of this Resolution. The
Board declines to make a recommendation on Resolution 3 as each Director has a
material personal interest in the outcome of the Resolution.

5.           RESOLUTION 4 - ISSUE OF PERFORMANCE RIGHTS AND SHARES
TO MR. OLIVER HASLER

5.1          General

Shareholder approval is being sought for Resolution 4 to grant a total of
10,500,000 Performance Rights enabling a maximum of 10,500,000 Shares to be
issued to Mr. Oliver Hasler under the Stock Incentive Plan.

The terms of the Performance Rights are set out below:

        No. of Performance Rights  Potential No. of Shares on Conversion  Expiry Date   Performance Condition
        3,500,000                  3,500,000                              31 Dec. 2024  Share price reaching AUD2.50 at any time to 31 December 2024
        3,500,000                  3,500,000                              31 Dec. 2024  Share price reaching AUD3.10 at any time to 31 December 2024
        3,500,000                  3,500,000                              31 Dec. 2024  Share price reaching AUD3.70 at any time to 31 December 2024
 Total  10,500,000                 10,500,000

In the event of the Company changing control, the Performance Rights will vest
immediately on the effective date of the Company's change of control, subject
always to such vesting on change of control shall only be permitted where the
total ordinary shares issued does not exceed 10% of the then issued capital of
the Company.

Industry trends are providing equity incentives to directors as a means of
preserving cash and giving directors a performance related incentive. The
Board considers that to incentivise the achievement of the Company's goals the
issue of Performance Rights to Mr Hasler under the Stock Incentive Plan is
warranted.

5.2          NSX Listing Rule 6.25

NSX Listing Rule 6.25 allows an entity to issue (or agree to issue) equity
securities up to 15% of the Company's ordinary securities on issue in any
12-month period without the approval of the Shareholders of the Company. If
the Company wishes to issue equity securities above its 15% capacity, the
Company must obtain shareholder approval at a general meeting prior to the
issue, unless an exception applies. Therefore, the effect of this Resolution
is to obtain shareholder approval for the issue of these Performance Rights,
which will allow the Company to issue the Performance Rights and the resulting
Shares, without using the Company's 15% capacity under Listing Rule 6.25.

5.3          Related Party Approvals

NSX Listing Rule 6.44 provides that a Company shall obtain shareholder
approval for any issue of equity securities to a related party unless an
exception applies.

Chapter 2E of the Corporations Act prohibits the Company from giving a
financial benefit to a related party of the Company unless either:

a)   the giving of the financial benefit falls within one of the exceptions
to the provisions; or

b)   shareholder approval is obtained prior to the giving of the financial
benefit.

The issue of the Performance Rights to Mr Hasler (or his nominee) constitutes
giving a financial benefit and Mr Hasler is a related party of the Company by
virtue of being a Director.

The Directors (other than Mr Hasler) consider that Shareholder approval
pursuant to Chapter 2E of the Corporations Act is not required in respect of
the issue of Performance Rights because the issue of Performance Rights
constitutes reasonable remuneration payable to Mr Hasler and falls into the
"reasonable remuneration" exception in section 211 of the Corporations Act.

The Board has considered the circumstances of the Company including its nature
and scale (market capitalization, total assets and profitability), the
industry and market it operates in, where it operates, its future prospects
and the risks and challenges it faces.  Comparative data has been reviewed
along with the skills, experience and qualifications of the CEO and Chair (Mr
Oliver Hasler) to determine the reasonableness of the remuneration.

Accordingly, the directors (other than Mr Hasler) have determined not to seek
Shareholder approval for the purposes of section 208 of the Corporations Act
for the issue of Performance Rights under Resolution 4.

5.4          Information Requirements

The following information in relation to the issue of Performance Rights to Mr
Hasler is provided to Shareholders:

a)   the related party is Mr Oliver Hasler, a Director of the Company;

b)   the Performance Rights will be issued to Mr Hasler, a Director of the
Company, or his nominee;

c)   the maximum number of Performance Rights to be issued to Mr Hasler (or
his nominee) is 10,500,000 with a maximum of 10,500,000 Shares to be issued
upon achievement of the relevant Performance Rights performance conditions;

d)   Shares allocated on the achievement of the performance conditions will
rank equally with shares in the same class listed on the NSX;

e)   the issue price of the securities is nil, forming a part of the
remuneration of Mr Hasler;

f)    the total remuneration package for the 2021 December financial year
for Mr Hasler consisted of a salary of US$650,000 and US$2,040,102 in share
based payments attributable to Performance Rights previously issued under the
Company's Stock Incentive Plan;

g)   under the Company's Stock Incentive Plan, Mr Hasler has previously been
issued 24,075,376 Performance Rights at a $nil acquisition price, convertible
into a maximum of 30,710,196 Shares (Performance Rights approved by
Shareholders on 13 December 2019 and 18 May 2021). 14,242,882 of these
Performance Rights have since converted into 8,715,373 Shares upon achievement
of performance conditions. 9,832,494 Performance Rights remain which are able
to be converted into a maximum of 13,032,494 Shares (depending upon
achievement of the performance conditions);

h)   the Performance Rights are unquoted performance rights. The Company has
chosen to grant the Performance Rights to Mr Hasler for the following reasons:

(i)         the Performance Rights are unlisted, therefore the grant of the Performance Rights has no immediate dilutionary impact on Shareholders;
(ii)        the issue of Performance Rights to Mr Hasler will align the interests of Mr Hasler with those of Shareholders;
(iii)       the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Hasler; and
(iv)       it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights on the terms proposed;

i)    the Company ascribes a value of AU$1.40 per Performance Right, being
the Company's Share price as reported on NSX on the grant date of the
Performance Rights (15 March 2022).  This assumes that the performance
conditions are 100% met and therefore each Performance Right converts into a
Share on a 1:1 basis.

j)    if Shareholders approve this resolution, the Performance Rights will
be issued to Mr Hasler (or his nominee) no later than 3 years after the date
of the Meeting (or such later date as permitted by any NSX waiver or
modification of the Listing Rules) and it is anticipated the Performance
Rights will be issued on one date;

k)   the issue price of the Performance Rights will be nil, as such no funds
will be raised from the issue of the Performance Rights;

l)    a summary of the material terms of the Stock Incentive Plan are set
out in Schedule 1;

m)  in addition to the terms of the Stock Incentive Plan, the material terms
of the Performance Rights are set out in Section 5.1 above;

n)   no loan is being made to Mr Hasler in connection with the acquisition
of the Performance Rights;

o)   details of any securities issued under the Stock Incentive Plan will be
published in each annual report of the Company relating to a period in which
securities have been issued, and that approval for the issue of the securities
was obtained under NSX Listing Rule 6.44.  Any additional persons (being
related parties of the Company or persons referred to in Listing Rule 6.44)
who become entitled to participate in the Stock Incentive Plan after this
Resolution was approved and who are not named in this notice of meeting will
not participate until approval is obtained under Listing Rule 6.44; and

p)   a voting exclusion statement is included in the Notice of Meeting.

Resolution 4 seeks Shareholder approval to the proposed issue of 10,500,000
Performance Rights to Mr Oliver Hasler under the Stock Incentive Plan.  If
Resolution 4 is passed, the Company will be able to proceed with the issue.
If Resolution 4 is not passed, the Company will not be able to proceed with
the proposed issue and a new proposal will be put to Shareholders.

5.5          Proxy restrictions

Shareholders appointing a proxy for this Resolution should note the following:

 Proxy                        Directions given  No direction given
 Key Management Personnel(1)  Vote as directed  Unable to vote(3)
 Chair(2)                     Vote as directed  Able to vote at discretion of Proxy(4)
 Other                        Vote as directed  Able to vote at discretion of Proxy

 

Notes:

(1) Refers to Key Management Personnel (other than the Chair) whose
remuneration details are included in the Remuneration Report, or a Closely
Related Party of such a member.

(2) Refers to the Chair (where he/she is also a member of the Key Management
Personnel whose remuneration details are included in the Remuneration Report),
or a Closely Related Party of such a member).

(3) Undirected proxies granted to these persons will not be voted and will
not be counted in calculating the required majority if a poll is called on
this Resolution.

(4) The Proxy Form notes it is the Chair's intention to vote all undirected
proxies in favour of all Resolutions.

This Resolution is a Special Resolution.  For a Special Resolution to be
passed, at least 75% of the votes validly cast on the resolution by
Shareholders (by number of ordinary Shares) must be in favour of this
Resolution.

5.6          Directors' recommendations

The Chair intends to vote undirected proxies in favour of this Resolution.
The Directors (other than Mr Hasler) having no personal interest in Resolution
4, recommend Shareholders vote in favour of Resolution 4.

6.           RESOLUTION 5 - proportional takeover provisions

6.1          Background

Under the Corporations Act, a company is empowered to include in its
constitution a provision to enable the company to refuse to register shares
acquired under a proportional takeover bid unless a resolution is passed by
shareholders in a general meeting approving the offer.

Under the Corporations Act the provisions must be renewed every three years or
they will cease to have effect.  The Directors consider that it is
appropriate to renew approval for Rule 75 of the Company's Constitution for a
period of three years from the date of the Annual General Meeting (after which
it will have to be renewed by a further special resolution of Shareholders
each 3 years).

6.2          Proportional Takeover Bids

A proportional takeover bid is an off-market takeover offer sent to all
Shareholders but only in respect of a specified portion of each Shareholder's
Shares in the Company (i.e. less than 100%).  Accordingly, if a Shareholder
accepts in full the offer under a proportional takeover bid, the Shareholder
will dispose of the specified portion of the Shareholder's Shares and retain
the balance of the Shares.

6.3          Effect of Proportional Takeover Provision

The effect of Rule 75 of the Company's Constitution is that if a proportional
takeover bid is made to Shareholders, the Directors are obliged to convene a
meeting of Shareholders to be held at least 15 days before the offer closes.
The purpose of the meeting is to vote on a resolution (Approving Resolution)
to approve the proportional takeover bid.  The Approving Resolution is passed
if more than 50% of the votes cast on the resolution by Members (excluding the
Bidder and their associates) are in favour of the resolution.

If no such resolution is voted on within the required timeframe, the
resolution is deemed to have been approved.  This, in effect, means that
Shareholders as a body may only prohibit a proportional takeover bid by
rejecting such a resolution.

If the resolution is approved or deemed to have been approved, transfers of
Shares under the proportional takeover bid (provided they are in all other
respects in order for registration) must be registered.

If the resolution is rejected, registration of any transfer of Shares
resulting from that proportional takeover bid is prohibited and the offer is
deemed by the Corporations Act to be withdrawn.

The proportional takeover provisions do not apply to a full takeover bid.

6.4          Reasons for Proposing this Resolution

The Directors consider that Shareholders should have the opportunity to vote
on a proposed proportional takeover bid.  A proportional takeover bid may
result in effective control of the Company changing hands without Shareholders
having the opportunity of disposing of all of their Shares.  Shareholders
could be at risk of passing control to the offeror without payment of an
adequate control premium for all their Shares whilst leaving themselves as
part of a minority interest in the Company.

If Resolution 5 is passed, Rule 75 of the Constitution can prevent this
occurring by giving Shareholders the opportunity to decide whether a
proportional takeover bid is acceptable and should be permitted to proceed.
The benefit of the provisions is that Shareholders are able to decide
collectively whether the proportional offer is acceptable in principle and it
may ensure that any partial offer is appropriately priced.

6.5          Presently Proposed Acquisitions

As at the date of this Explanatory Statement, no Director is aware of any
proposal by any person to acquire or increase the extent of a substantial
interest in the Company.

6.6          Potential Advantages and Disadvantages of Proportional
Takeover Provisions during the Period in which they have been in Effect

The Directors consider that the proportional takeover provisions had no
advantages or disadvantages for them during the period in which they were in
effect.

The Directors consider that Rule 75 of the Company's Constitution has no
potential advantages or potential disadvantages for the Directors as they
remain free to make whatever recommendations they consider appropriate on any
proportional takeover bid that may be made.

The potential advantages of the proportional takeover provisions for
Shareholders include:

(a)        the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b)       assisting in preventing Shareholders from being locked in as a minority;
(c)        increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d)       each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for
Shareholders include:

(a)        proportional takeover bids may be discouraged;
(b)       lost opportunity to sell a portion of their Shares at a premium;
(c)        the likelihood of a proportional takeover bid succeeding may be reduced; and
(d)       the provisions may be considered an additional restriction on the ability of individual Shareholders to deal freely in their Shares.

The Directors of the Company do not believe that the disadvantages mentioned
above, nor any other possible disadvantages, as justification for not renewing
the proportional takeover provisions for three years.  In particular,
Shareholders as a whole are able to decide whether or not a proportional
takeover bid is successful.

6.7          No knowledge of any acquisition proposals

At the date of this Notice of Meeting, no Director is aware of a proposal by
any person to acquire, or to increase the extent of, a substantial interest in
the Company.  Rule 75 of the Company's current Constitution provides that the
Company can refuse to register Shares acquired under a proportional takeover
bid unless a resolution is passed by Shareholders in general meeting approving
the offer.

6.8          Board Recommendation

The Directors unanimously recommend that Shareholders vote in favour of
Resolution 5.  Each Director intends to vote all the Company's Shares
controlled by him or her in favour of the Resolution.

7.           RESOLUTION 6 - AMENDMENT TO THE CONSTITUTION

7.1          General

Under section 136(2) of the Corporations Act, a company may modify or repeal
its constitution or a provision of its constitution by special resolution of
Shareholders.

Resolution 6 is a special resolution which, if passed, will enable the Company
to amend its existing Constitution which is updated to ensure it incorporates
amendments to the Corporations Act and NSX Listing Rules since the current
Constitution was adopted at the Annual General Meeting held on 24 January
2020.

The amended Constitution is broadly consistent with the provisions of the
existing Constitution.  Many of the proposed amendments are minor in
nature.  The Directors believe these amendments are not material nor will
they have any significant impact on Shareholders.  It is not practicable to
list all of the amendments to the Constitution in detail in this Explanatory
Memorandum, however, a summary of the proposed material changes is set out
below.

A copy of the amended Constitution can be sent to Shareholders upon request to
the Company Secretary by phone +61 2 8823 3179 or email
lmartino@pyxresources.com . Shareholders are invited to contact the Company if
they have any queries or concerns.

7.2          Summary of material proposed changes

The key practical amendments to the Constitution are outlined below.  Please
note that this is not an exhaustive summary and focuses only on the material
changes to the Constitution.

Use of technology at Meetings (rule 24)

A new rule 24 has been inserted which provides that a general meeting of the
Company may be held at two or more venues, provided the meeting is facilitated
by technology that gives Shareholders as a whole a reasonable opportunity to
participate in the meeting.  In particular, if the Directors determine that a
meeting shall not be held at a physical location and will instead be
facilitated by instantaneous communication, the instantaneous communication
device that is used must give the Shareholders as a whole a reasonable
opportunity to participate in the Meeting and also enable the Shareholders to
vote on a show of hands or on a poll.  New rule 2.4 supports this new rule 24
in expressly allowing for the electronic communication and signing of
documents.

Decisions at general meetings (rule 28)

Rule 27 of the existing Constitution (and now rule 28 of the amended
Constitution) has been updated to reflect the insertion of section 250JA into
the Corporations Act, which mandates that listed companies must conduct polls
(and not a show of hands) if the notice of meeting sets out an intention to
propose a resolution, the Company has given notice of a members' resolution,
or a poll is demanded.  This section operates irrespective of anything to the
contrary in the Company's Constitution.

Execution of documentation by the Company (rule 59)

Rule 56 of the existing Constitution (and now rule 57 of the amended
Constitution) has been amended in order to reflect recent amendments to the
Corporations Act which allow the Company to execute any agreement or other
document by electronic means.

7.3          Board Recommendation

The Directors unanimously recommend that Shareholders vote in favour of
Resolution 6.  Each Director intends to vote all the Company's Shares
controlled by them in favour of the Resolution.

8.           GLOSSARY

AEST means Australian Eastern Standard Time

Annual General Meeting, AGM or Meeting means the meeting convened by this
Notice.

Annual Report means the annual report of the Company for the 2021 financial
year, including the annual financial report, the Directors' Report and the
Auditor's Report for the financial year ended 31 December 2021.

ASIC means Australian Securities and Investment Commission.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good
Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that NSX
declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a)           a spouse or child of the member;

(b)          a child of the member's spouse;

(c)           a dependent of the member or the member's spouse;

(d)          anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member, in the
member's dealing with the entity;

(e)           a company the member controls; or

(f)           a person prescribed by the Corporations Regulations
2001 (Cth).

Company means Pyx Resources Limited (ACN 073 099 171).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Participant means:

(a)           a Director (whether executive or non-executive) of the
Company and any associated body corporate of the Company (each a Group
Company);

(b)          a full or part time employee of any Group Company;

(c)           a casual employee or contractor of a Group Company to
the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class
Order); or

(d)          a prospective participant, being a person to whom the
offer is made but who can only accept the offer if an arrangement has been
entered into that will result in the person becoming a participant under
subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Awards under
the Plan.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel means those persons having authority and
responsibility for planning, directing and controlling the activities of the
Company, director or indirectly, including any Director (whether executive or
otherwise).

Notice or Notice of Meeting means this notice of meeting including the
Explanatory Statement and the Proxy Form.

NSX means the National Stock Exchange of Australia ABN 11 000 902 063.

NSX Listing Rules or Listing Rules means the official NSX Listing Rules of the
NSX and any other rules of the NSX which are applicable while the Company is
admitted to the official list of the NSX, as amended or replaced from time to
time, except to the extent of any express written waiver by the NSX.

Proxy Form means the proxy form accompanying this Notice.

Remuneration Report means the remuneration report appearing in the Annual
Report.

Resolutions means the resolutions set out in the Notice, or any one of them,
as the context requires.

Rule means a provision of the Company's Constitution as amended or added from
time to time.

Stock Incentive Plan or Plan means the PYX Resources Limited Stock Incentive
Plan that is the subject of Resolution 3.  The material terms of the Plan are
set out in Schedule 1.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

 

 

 

 

Schedule 1       Summary of Stock Incentive Plan

The key terms of the Stock Incentive Plan (Plan) are as follows:

(a)           Eligibility: Participants in the Plan may be:

(i)           a Director (whether executive or non-executive) of the
Company and any associated body corporate of the Company (each a Group
Company);

(ii)           a full or part time employee of any Group Company;

(iii)          a casual employee or contractor of a Group Company to
the extent permitted by ASIC Class Order 14/1000 as amended or replaced (Class
Order); or

(iv)          a prospective participant, being a person to whom the
offer is made but who can only accept the offer if an arrangement has been
entered into that will result in the person becoming a participant under
subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Awards under
the Plan (Eligible Participants).

 

(b)          Offer:  The Board may, from time to time, in its
absolute discretion, make a written offer to any Eligible Participant
(including an Eligible Participant who has previously received an offer) to
apply for Awards, upon the terms set out in the Plan and upon such additional
terms and conditions as the Board determines (Offer).

(c)           Plan limit: The Company must have reasonable grounds
to believe, when making an offer, that the number of Shares to be received on
exercise of Awards offered under an offer, when aggregated with the number of
Shares issued or that may be issued as a result of offers made in reliance on
the Class Order at any time during the previous 3 year period under an
employee incentive scheme covered by the Class Order or an ASIC exempt
arrangement of a similar kind to an employee incentive scheme, will not exceed
5% of the total number of Shares on issue at the date of the offer.

(d)          Issue price:  Unless the Awards are quoted on the NSX,
Awards issued under the Plan will be issued for no more than nominal cash
consideration.

(e)           Vesting Conditions:  An Award may be made subject to
vesting conditions as determined by the Board in its discretion and as
specified in the offer for the Awards (Vesting Conditions).

(f)           Vesting: The Board may in its absolute discretion
(except in respect of a change of control occurring where Vesting Conditions
are deemed to be automatically waived) by written notice to a Participant
(being an Eligible Participant to whom Awards have been granted under the Plan
or their nominee where the Awards have been granted to the nominee of the
Eligible Participant (Relevant Person)), resolve to waive any of the Vesting
Conditions applying to Awards due to:

(i)           special circumstances arising in relation to a
Relevant Person in respect of those Performance Rights, being:

(A)          a Relevant Person ceasing to be an Eligible Participant
due to:

(I)            death or total or permanent disability of a Relevant
Person; or

(II)           retirement or redundancy of a Relevant Person;

(B)          a Relevant Person suffering severe financial hardship;

(C)          any other circumstance stated to constitute "special
circumstances" in the terms of the relevant Offer made to and accepted by the
Participant; or

(D)          any other circumstances determined by the Board at any
time (whether before or after the Offer) and notified to the Relevant
Participant which circumstances may relate to the Participant, a class of
Participant, including the Participant or particular circumstances or class of
circumstances applying to the Participant; or

(ii)           a change of control occurring; or

(iii)          the Company passing a resolution for voluntary winding
up, or an order is made for the compulsory winding up of the Company.

(g)          Cashless Exercise Facility: In lieu of paying the
aggregate Exercise Price to purchase Shares, a Participant may elect to to
set-off the Option Exercise Price against the number of Shares which the
Participant is entitled to receive upon exercise of the Participant's
Options.  By using the Cashless Exercise Facility, the Participant will
receive Shares to the value of the surplus after the Option Exercise Price has
been set-off.

(h)           Lapse of an Award: An Award will lapse upon the
earlier to occur of:

(i)           an unauthorised dealing, or hedging of, the Award
occurring;

(ii)           a Vesting Condition in relation to the Award is not
satisfied by its due date, or becomes incapable of satisfaction, as determined
by the Board in its absolute discretion, unless the Board exercises its
discretion to waive the Vesting Condition and vest the Award;

(iii)          in respect of unvested Awards only, an Eligible
Participant ceases to be an Eligible Participant, unless the Board exercises
its discretion to vest the Award in the circumstances set out in paragraph (f)
or the Board resolves, in its absolute discretion, to allow the unvested
Awards to remain unvested after the Relevant Person ceases to be an Eligible
Participant;

(iv)          in respect of vested Awards only, a relevant person
ceases to be an Eligible Participant and the Award granted in respect of that
person is not exercised within a one (1) month period (or such later date as
the Board determines) of the date that person ceases to be an Eligible
Participant;

(v)          the Board deems that an Award lapses due to fraud,
dishonesty or other improper behaviour of the Eligible Participant;

(vi)          the Company undergoes a change of control or a winding
up resolution or order is made and the Board does not exercise its discretion
to vest the Award;

(vii)         the expiry date of the Award.

(i)            Shares: Shares resulting from the exercise of the
Awards shall, subject to any Sale Restrictions (refer paragraph (j)) from the
date of issue, rank on equal terms with all other Shares on issue.

(j)            Sale Restrictions: The Board may, in its discretion,
determine at any time up until exercise of Awards, that a restriction period
will apply to some or all of the Shares issued to an Eligible Participant (or
their eligible nominee) on exercise of those Awards up to a maximum of five
(5) years from the grant date of the Awards.  In addition, the Board may, in
its sole discretion, having regard to the circumstances at the time, waive any
such restriction period determined.

(k)           No Participation Rights: There are no participating
rights or entitlements inherent in the Awards and holders will not be entitled
to participate in new issues of capital offered to Shareholders during the
currency of the Awards.

(l)            Change in exercise price of number of underlying
securities: Unless specified in the offer of the Awards and subject to
compliance with the NSX Listing Rules, an Award does not confer the right to a
change in exercise price or in the number of underlying Shares over which the
Award can be exercised.

(m)          Reorganisation: If, at any time, the issued capital of
the Company is reorganised (including consolidation, subdivision, reduction or
return), all rights of a holder of an Award are to be changed in a manner
consistent with the Corporations Act and the NSX Listing Rules at the time of
the reorganisation.

(n)           Trust: The Board may, at any time, establish a trust
for the sole purpose of acquiring and holding Shares in respect of which a
Participant may exercise, or has exercised, vested Awards, including for the
purpose of enforcing the disposal restrictions and appoint a trustee to act as
trustee of the trust.  The trustee will hold the Shares as trustee for and on
behalf of a Participant as beneficial owner upon the terms of the trust.  The
Board may at any time amend all or any of the provisions of the Plan to effect
the establishment of such a trust and the appointment of such a trustee.

 

** ENDS ***

 

This announcement is authorised for release by Oliver B. Hasler, Chairman and
Chief Executive Officer.

For more information:

 PYX Resources Limited                                           T: +852 3519 2860

 Oliver B. Hasler, Chairman and Chief Executive Officer          E: ir@pyxresources.com
 VSA Capital Limited (Financial Adviser and Broker)              T: +44 (0)20 3005 5000

 Andrew Raca (Corporate Finance)

 Andrew Monk / David Scriven (Corporate Broking)
 St Brides Partners Ltd (Financial PR)                           E: pyx@stbridespartners.co.uk

 Ana Ribeiro/ Isabel de Salis / Oonagh Reidy / Isabelle Morris

About PYX Resources

PYX Resources Limited (NSX: PYX | LSE: PYX) is a producer of premium zircon
dual-listed on the National Stock Exchange of Australia and on the Main Market
of the London Stock Exchange. PYX's key deposits, Mandiri and Tisma, are
large-scale, near-surface open pit deposits both located in the alluvium-rich
region of Central Kalimantan, Indonesia. PYX, whose Mandiri deposit has been
in production since 2015, is the 2nd largest publicly traded producing mineral
sands company by zircon resources globally. Determined to mine responsibly and
invest in the wider communities where we operate, PYX Resources is committed
to fully develop its Mandiri and Tisma deposits, with the vision to
consolidate the mineral sands resources in Kalimantan and explore and acquire
mineral sands assets in Asia and beyond.

 

 

 

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