Announcement PDF 20 October 2023 Dear Shareholder Annual General Meeting – Notice and Proxy Form Notice is hereby given that the Annual General Meeting (Meeting) of shareholders of Horizon Gold Limited (ABN 27 614 175 923) (Company) will be held in the Meeting Room of The Country Women’s Association of Western Australia, 1176 Hay Street, West Perth, WA 6005 on 23 November 2023 at 9.30am (AWST). In accordance with the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the notice of Meeting (Notice) to shareholders unless a shareholder has previously requested hard copy documents. Instead a copy of the Notice, which was released to the ASX on 20 October 2023, can be viewed and downloaded online as follows: 1. 2. on the Company’s website at https://horizongold.com.au/agmnotice/; or on the Company’s ASX market announcements page (ASX:HRN). Shareholders are encouraged to submit a proxy vote either online at www.investorvote.com.au, or by returning the personalised proxy form (enclosed) in accordance with the instructions set out on the proxy form. Your proxy voting instruction must be received by 9.30 am (WST) on 21 November 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents. In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.computershare.com.au/easyupdate/hrn and log in with your unique shareholder identification number and postcode (or country for overseas residents). If it becomes necessary or appropriate to make alternative arrangements to those detailed in the Notice, shareholders will be updated via the Company's website at https://horizongold.com.au/ and the Company's ASX market announcements platform at www.asx.com.au (ASX: HRN). The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact the Company’s share registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas). This announcement is authorised for market release by the Board of Horizon Gold Limited. Yours faithfully Trevor O’Connor Company Secretary Horizon Gold Limited ACN: 614 175 923 Suite 8, Level 3, 47 Havelock Street, West Perth WA 6005 | PO Box 39, West Perth WA 6872 Telephone: +61 8 6331 6092 | Email: info@horizongold.com.au | Website: www.horizongold.com.au HORIZON GOLD LIMITED ACN 614 175 923 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 9:30am (AWST) DATE: Thursday 23 November 2023 PLACE: Meeting Room The Country Women’s Association of Western Australia 1176 Hay Street WEST PERTH WA 6005 The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (AWST) on Tuesday, 21 November 2023. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company’s website at www.horizongold.com.au and the ASX announcements platform. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting exclusion statement In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or Closely Related Party of such member. However, the Company will not disregard a vote if: 3. (a) The person is acting as proxy, the proxy form specifies how the proxy is to vote and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or (b) The person is the Chairperson voting an undirected proxy which expressly authorises the Chairperson to vote the proxy on a resolution connected with the remuneration of the member of the Key Management Personnel. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PETER SULLIVAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Peter Sullivan, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – ISSUE OF OPTIONS TO A DIRECTOR – MR LEIGH RYAN To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: "That, pursuant to and in accordance with section 200E of the Corporations Act, Listing Rule 10.11, and for all other purposes, approval is given for the issue of up to 1,500,000 Options to Mr Leigh Ryan (and/or his nominees) on the terms and conditions detailed in the Explanatory Statement." Voting Exclusion Statement The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Leigh Ryan 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 entity), or an associate of those persons (as applicable). 1 However, this does not apply to a vote cast in favour of the Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the Chairperson of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement A vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Leigh Ryan or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: • it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and • it is not cast on behalf of Mr Leigh Ryan or his nominee(s) or any of his, or their, associates. In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: 5. • the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or • the person appointed as proxy is the Chairperson and the written appointment of the Chairperson does not specify the way the Chairperson is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, pass the following resolution as a special resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and otherwise as set out in the Explanatory Statement.” Voting Exclusion The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or 2 • the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 4 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 4. Dated: 17 October 2023 By order of the Board Trevor O’Connor Company Secretary Voting in person To vote in person, attend the Meeting at the time, date and place set out above. 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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that: • 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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6331 6092. 3 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. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023, together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.horizongold.com.au. 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 A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 4 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. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PETER SULLIVAN 3.1 General ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Peter Sullivan, who has served as a director since 7 July 2020 and was last reelected on 12 November 2020, retires by rotation and seeks re-election. 3.2 Qualifications and other material directorships Mr Sullivan is an engineer with an MBA and has been involved in the development of resource companies and projects for more than 25 years. His work experience includes periods in project engineering, corporate finance, investment banking, corporate and operational management and public company directorships. Mr Sullivan has considerable experience in the management and strategic development of resource companies. 3.3 Board recommendation The Directors (excluding Mr Peter Sullivan) support the re-election of Mr Peter Sullivan and recommend that Shareholders vote in favour of Resolution 2. 4. RESOLUTION 3 – ISSUE OF DIRECTOR OPTIONS TO LEIGH RYAN 4.1 Background Resolution 3 seeks Shareholder approval, under and for the purposes of section 200E of the Corporations Act and Listing Rule 10.11, to issue an aggregate of up to 1,500,000 Options to Mr Leigh Ryan (and/or his nominees) (Director Options). The Director Options contemplated by Resolution 3 are proposed to be issued to Mr Leigh Ryan (and/or his nominees) to align the long term goals of Mr Ryan with that of Shareholders and to establish an incentive for Mr Ryan to provide ongoing dedicated services to the Company. The Director Options are intended to provide remuneration to Mr Ryan (and/or his nominees) that is linked to the performance of the Company. The benefit would only be received from the Director Options upon the Share price exceeding the exercise price of the Director Options and thereby warranting their exercise. Under the Company’s current circumstances, the Directors consider that the incentive noted above, represented by the issue of Director Options, is a cost 5 effective and efficient reward and incentive for Mr Ryan, as opposed to alternative forms of incentive such as the payment of cash compensation only. In addition, the Directors consider it prudent to remunerate Mr Ryan by way of Director Options so as to preserve the cash reserves of the Company. The Company proposes to issue the Director Options to Leigh Ryan as follows: Number Vesting Condition Exercise Price ($) Expiry Date Up to 1,500,000 Options Leigh Ryan remaining employed by the Company until 23 November 2024. 0.33 23 November 2026 If all of the 1,500,000 Director Options are exercised then based on the Company’s current Shares on issue, the Director Options would represent only 1.18% of the issued capital of the Company. If the Entitlement Offer announced by the Company on 4 October 2023 is fully subscribed and all of the 1,500,000 Director Options are exercised, the Directors Options would represent only 0.99% of the issued capital of the Company. The full terms and conditions of the Director Options proposed to be issued to Mr Ryan (and/or his nominees) are set out in Appendix A. 4.2 Section 200B of the Corporations Act In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from office, the Company must obtain Shareholder approval in the manner set out in section 200E of the Corporations Act. A benefit includes automatic, or accelerated, vesting of share-based payments for a person or the exercise of discretion to allow a person to maintain a benefit they would not otherwise be entitled to retain, on, or as a result of, retirement from their position of employment in the company. The Board has formed the view that the ability under the terms and conditions of the Director Options for the Board to permit unvested Director Options to vest or continue to be held following cessation of employment at the discretion of the Board may constitute a benefit for the purposes of section 200B of the Corporations Act. Accordingly, Resolution 3 seeks Shareholder approval for the purposes of section 200E of the Corporations Act for the potential retirement benefit which may arise in relation to the Director Options issued to Mr Ryan (and/or his nominees). 4.3 Specific information required by section 200E of the Corporations Act For the purposes of section 200E of the Corporations Act, the following information is provided to Shareholders in relation to Resolution 3: (a) The amount or value of the benefit relating to the Director Options pursuant to Resolution 3 to be issued to Mr Leigh Ryan (and/or his nominee(s)) which may arise in connection with his retirement from a managerial or executive office cannot presently be ascertained. 6 However, matters, events and circumstances that will, or are likely to affect the calculation of that amount or value include: (b) 4.4 (i) the number of Director Options held prior to ceasing employment; (ii) the exercise price of the Director Options; (iii) whether the Board exercises a discretion to waive the vesting conditions; (iv) the circumstances of, or reasons for, ceasing employment with the Company; (v) the length of service with the Company and performance over that period of time; (vi) any other factors that the Board determines to be relevant when exercising its discretion to provide potential retirement benefits to Mr Ryan; (vii) the market price of the Shares on ASX at the relevant time when the amount or value of the Director Options is determined; (viii) any changes in law; and (ix) the risk free rate of return in Australia and the estimated volatility of the Shares on ASX at the relevant time. The Company will calculate the value of the benefit at the relevant time based on the above factors and using the Black-Scholes pricing model to value the Director Options . 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: (a) a related party; (b) 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; (c) 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; (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or (e) 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 of Director Options to Mr Leigh Ryan (and/or his nominees) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 7 10.12. It therefore requires the approval of the Company’s shareholders under Listing Rule 10.11. Further, exception 14 of Listing Rule 7.2 states that approval pursuant to Listing Rule 7.1 is not required if shareholder approval is obtained under Listing Rule 10.11. Resolution 3 seeks the required shareholder approval to the issue of Director Options to Mr Leigh Ryan (and/or his nominees) under and for the purposes of Listing Rule 10.11. If Resolution 3 is passed, the Company will be able to proceed with the issue of up to 1,500,000 Options to Mr Ryan (and/or his nominees). If Resolution 3 is not passed, the Company will not be able proceed with the issue of up to 1,500,000 Options to Mr Ryan (and/or his nominees) and may consider alternative forms of remuneration for Mr Ryan in lieu of such issue. 4.5 Listing Rule 10.13 Information For the purposes of Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 3: (a) The name of the allotees of the securities (i) (b) Mr Leigh Ryan (and/or his nominees). Relationship that requires Shareholder approval Mr Ryan is a related party of the Company under Listing Rule 10.11.1 by virtue of being a Director. (c) Maximum number and class of securities to be issued The maximum number and key terms of the Director Options to be issued to Mr Leigh Ryan are as follows: Number Up to 1,500,000 Options (d) Vesting Condition Exercise Price ($) Expiry Date 0.33 23 November 2026 Leigh Ryan remaining employed by the Company until 23 November 2024. Date by which the entity will issue the securities The Director Options will be issued as soon as possible after the Meeting and in any event, no later than 1 month after the Meeting. (e) The terms of the securities The Director Options will be issued on the terms and conditions set out in this Explanatory Statement and in Appendix A. (f) Issue price of the securities The Director Options will be issued for nil cash consideration. 8 (g) Purpose of the issue of the securities No funds will be raised through the issue of the Director Options under Resolution 3. The Director Options are being issued to align the long term goals of Mr Ryan with that of Shareholders and to establish an incentive for Mr Ryan to provide ongoing dedicated services to the Company. (h) Disclosure of a relevant director's total remuneration package The total remuneration packages (inclusive of superannuation) at the date of the Notice are detailed below: Director Salary inclusive of Superannuation $ Leigh Ryan (i) 277,399 Voting exclusion statement A voting exclusion statement is included in the Notice for Resolution 3. 4.6 Additional information (a) Resolution 3 is an ordinary resolution. (b) The Board (excluding Mr Leigh Ryan) recommends that Shareholders vote in favour of Resolution 3. (c) The Chairperson intends to exercise all available proxies in favour of Resolution 3. 5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY 5.1 Background Resolution 4 is a special resolution to approve the Company's ability to utilise the additional 10% placement capacity available under Listing Rule 7.1A for the next 12 months. This Resolution 4 will be passed by Shareholders as a special resolution if 75% of the votes cast by Shareholders present and eligible to vote (whether in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) are in favour of it. 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 period. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity. 9 The Company is now seeking Shareholder approval by way of a special resolution to enable the Company's to issue Equity Securities under the 10% Placement Capacity over the next 12 months. If Resolution 4 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval. If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1. The exact number of Equity Securities to be issued under the 10% placement capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. 5.2 Description of Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% placement capacity is subject to shareholder approval by way of a special resolution at an annual general meeting. (b) Equity Securities Any Equity Securities issued under the 10% placement capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of the Notice, the Company has the following quoted Equity Securities on issue: • (c) 125,181,641 ordinary shares. Formula for calculating 10% placement capacity Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E A is the number of shares on issue 12 months before the date of issue or agreement: • plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17, • plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:  the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or 10  • • the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4, plus the