ASTRAL RESOURCES NL — AGM Information 2021

Oct 13, 2021

==> picture [562 x 64] intentionally omitted <==

14 October 2021

Dear Shareholder,

Anglo Australian Resources NL ( Company ) has determined that given the significant health concerns associated with the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, it is appropriate to hold this year's 2021 Annual General Meeting ( AGM ) as a hybrid meeting accessible online.

Attendance at AGM

The AGM will be held at 11:30am (AWST) on Tuesday, 16 November 2021 at the BDO Office at 38 Station Street, Subiaco 6008. However, given the COVID-19 issues and restrictions referred to above, the Company strongly recommends that shareholders of the Company ( Shareholders ) consider attending the AGM virtually.

The AGM will also be broadcast as a live webinar. Shareholders who wish to attend the AGM virtually should pre-register in advance for the virtual AGM here:

• https://us02web.zoom.us/webinar/register/WN_yZGukFfFQ 6xRMa1q5CH1A

After registering, Shareholders will receive a confirmation email containing information on how to attend the virtual AGM.

Shareholders will be able to vote and ask questions at the virtual AGM. Shareholders are also encouraged to submit written questions to the Company in advance of the AGM, by sending them to the Company at meetings@anglo.com.au at least 48 hours prior to the AGM.

Further information and guidance on how to attend and vote at the AGM are contained in the Notice of Meeting for the AGM.

Notice of Meeting

The Notice of Meeting, including the Explanatory Memorandum, for the AGM is being made available to Shareholders electronically and can be viewed and downloaded online either from the Company’s website www.anglo.com.au or from the ASX website www.asx.com.au. We will not be sending Shareholders a hard copy of the Notice of Meeting by post ahead of the AGM unless Shareholders notify the Company that they wish to receive the Notice of Meeting in hard copy.

The business to be considered at the AGM is set out in Schedule 1.

Support

Shareholders are encouraged to contact the Company Secretary on 08 9382 8822 between 8:30am and 5:30pm (AWST) Monday to Friday if they have any questions. Copies of all material, including the Company's Annual Report and Notice of Meeting are available on the Company's ASX market announcements platform at www.asx.com.au and on the Company's website at www.anglo.com.au.

Online Communication Preferences

We encourage all Shareholders to update their details via our share registry, Automic Registry Services. Shareholders can login to the Automic website (https://investor.automic.com.au/#home) and:

• check their holding balance;

• view, print or save transaction summaries and dividend statements;

• update or amend their bank account details; or

• elect to receive communications electronically.

We encourage Shareholders to elect to receive online communication as the most secure and environmentally friendly way to keep up to date with information about the Company.

==> picture [531 x 33] intentionally omitted <==

==> picture [562 x 42] intentionally omitted <==

This announcement has been approved for release to the ASX by the Board of the Company.

Yours sincerely,

==> picture [112 x 43] intentionally omitted <==

Brendon Morton Company Secretary

==> picture [531 x 33] intentionally omitted <==

2

Schedule 1 - Agenda

Consideration of the Annual Report for the financial year ended 30 June 2021

1. Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass as an ordinary resolution:

That the Remuneration Report, contained in the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, be adopted.

2. Resolution 2: Re-election of John Jones as Director

To consider and, and if thought fit, to pass as an ordinary resolution:

That Mr John Jones, Director, who retires by rotation and is eligible for re-election, is re-elected as a Director.

3. Resolution 8: Approval for 10% Placement Facility

To consider and, if thought fit, to pass as a special resolution:

That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.

==> picture [124 x 118] intentionally omitted <==

ANGLO AUSTRALIAN RESOURCES NL

(ACN 009 159 077)

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the BDO Office at 38 Station Street, Subiaco 6008 and accessible online on Tuesday, 16th November at 11:30am (AWST).

Anglo Australian Resources NL (the Company ) advises Shareholders that due to the COVID-19 pandemic, the 2021 Annual General Meeting will be held as a hybrid meeting. If you are a Shareholder and you wish to attend the Meeting virtually, please attend by visiting the following link https://us02web.zoom.us/webinar/register/WN_yZGukFfFQ-6xRMa1q5CH1A .

Shareholders are also strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.anglo.com.au.

The business of the Meeting affects your shareholding and your vote is important. This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stockbroker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9382 8822.

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that the annual general meeting of shareholders of Anglo Australian Resources NL (ACN 009 159 077) ( Company ) will be held at the BDO Office at 38 Station Street, Subiaco 6008 on Tuesday, 16th November at 11:30am (AWST) ( Meeting ). The Meeting will be made available to Shareholders electronically through a virtual meeting accessible online at https://us02web.zoom.us/webinar/register/WN_yZGukFfFQ-6xRMa1q5CH1A.

Given the significant health concerns associated with the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the Meeting as a hybrid meeting accessible online. This Notice is being made available to Shareholders electronically and can be viewed and downloaded online from the Company’s website www.anglo.com.au.

Instructions on how to attend the Meeting and vote are in the Explanatory Memorandum. The Explanatory Memorandum and the Proxy Form form part of this Notice.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in 6.4(l).

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 14th November at 11:30am (AWST).

VOTING

Voting in person and virtually

To vote in person, attend the Meeting at the BDO Office at 38 Station Street, Subiaco 6008 on Tuesday, 16th November at 11:30am. However, given the significant health concerns associated with the COVID-19 pandemic and restrictions imposed by Australian state and federal governments, the Company strongly recommends that you consider attending the Meeting virtually.

The Meeting will also be broadcast as a live webinar. Shareholders who wish to attend the Meeting virtually can attend through the following link:

https://us02web.zoom.us/webinar/register/WN_yZGukFfFQ-6xRMa1q5CH1A.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders in accordance with the instructions set out below and in the Explanatory Memorandum.

Proxies

A Proxy Form is attached to this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign the Proxy Form and return it to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting in person.

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Shareholder; and

• (c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified each proxy may exercise half of the votes.

To vote by proxy:

• (a) Please load the Proxy Form online at https://investor.automic.com.au/#/loginsh by following the instructions below:

Login to the Automic website using the holding details as shown as the Proxy Form. Click on ‘Meetings – Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form; or

• (b) 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.

Proxy Forms must be received by the Company no later than Sunday, 14th November at 11:30am, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Voting Exclusion – Remuneration Report

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

• the person is the Chairperson voting an undirected proxy which expressly authorises the Chairperson to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

BUSINESS OF THE MEETING

AGENDA

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note: this item of ordinary business is for discussion only and is not a resolution.

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

2 Resolution 1 – Remuneration Report

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

That the Remuneration Report, contained in the Annual Report of the Company and its controlled entities for the year ended 30 June 2021, be adopted.

Voting Exclusion

A vote on this Resolution must not be cast:

• (a) by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

• (b) 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 persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or

• the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3 Resolution 2 – Re-election of Mr John Jones as Director

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

That Mr John Jones, Director, who retires by rotation and is eligible for re-election, is re-elected as a Director.

4 Resolution 3 – Approval of 10% Placement Facility

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

That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (and/or their nominee(s)) 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 by reason of being a holder of Shares), or any associates of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

• (b) the Chairperson 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 Chairperson to vote on the resolution as the Chairperson decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Note: As at the date of this Notice, it is not known who may participate in any issue of Equity Securities under Resolution 3 (if passed) and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities. Accordingly, no Shareholders are excluded from voting on Resolution 3.

Dated: 14 October 2021

By order of the Board

==> picture [112 x 43] intentionally omitted <==

Brendon Morton Company Secretary

ANGLO AUSTRALIAN RESOURCES NL ACN 009 159 077

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting. It should be read in conjunction with, and forms part of, the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	How to attend the Meeting and vote
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Re-Election of Mr John Jones as Director
Section 6	Resolution 3 – Approval of 10% Placement Facility
Schedule 1	Definitions and Interpretation

A Proxy Form is located at the end of this Explanatory Memorandum.

2 How to attend the Meeting and vote

The persons who will be entitled to attend and vote at the Meeting are those persons (or their proxies or representatives) registered as holding Shares on the Company’s share register at 11:30am (AWST) on 14 November 2021.

2.1 Attending the Meeting virtually

Shareholders who wish to attend the Meeting virtually can do so through the following link https://us02web.zoom.us/webinar/register/WN_yZGukFfFQ-6xRMa1q5CH1A.

Shareholders will be able to vote and ask questions at the virtual Meeting. Shareholders are also encouraged to submit any questions to the Company in advance of the Meeting, by sending them to the Company at meetings@anglo.com.au at least 48 hours prior to the Meeting.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect of the formal items of business.

2.2 Voting Virtually

Shareholders who wish to vote virtually on the day of the Meeting will need to login to the Automic website (https://investor.automic.com.au/#home) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home) click on ‘register’ and follow the steps. Shareholders will require their holder number (Shareholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Shareholders who have an existing account with Automic are advised to take the following steps to attend and vote on the day of the Meeting:

• (a) Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password.

• (b) Once registration for the virtual Meeting is open, click on ‘Meeting open for registration’ and follow the steps.

• (c) Once live voting for the virtual Meeting is open, click on ‘Meeting open for voting’ and follow the steps.

2.3

Asking questions

Discussion will be invited on all items to be considered at the Meeting. The Company will give all Shareholders a reasonable opportunity to ask questions via the virtual Meeting platform, including an opportunity to ask questions of the Company’s auditor.

To ensure that as many shareholders as possible have the opportunity to speak, Shareholders are requested to observe the following:

• (a) All Shareholder questions should be stated clearly and should be relevant to the business of the Meeting, including matters arising from the Annual Report and general questions about the performance, business or management of the Company.

• (b) If a Shareholder has more than one question on an item, all questions should be asked at one time.

• (c) Shareholders should not ask questions at the Meeting regarding personal matters or those that are commercial in confidence.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.anglo.com.au.

3 Annual Report

In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.anglo.com.au;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:

• (a) the preparation and the content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies of the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

4 Resolution 1 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Company’s Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where resolutions on Remuneration Reports receives Strikes at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2020 annual general

meeting.

The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairperson intends to exercise all undirected proxies in favour of Resolution 1.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5 Resolution 2 – Re-election of Mr John Jones as Director

In accordance with ASX Listing Rule 14.4 and article 7.3(a) of the Constitution, a Director must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

Article 7.3(b) of the Constitution requires that one third of the Directors (rounded down to the nearest whole number, and excluding the Managing Director) must retire at each annual general meeting.

Resolution 2 provides that Mr John Jones retires by rotation and seeks re-election as a Director. Details of Mr Jones' qualifications and experience are set out in the Annual Report.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all undirected proxies in favour of Resolution 2.

The Board (excluding Mr John Jones) unanimously supports the re-election of Mr John Jones as a Director and recommends that Shareholders vote in favour of Resolution 2.

6 Resolution 3 – Approval of 10% Placement Facility

6.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number 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 on issue at the start of that period.

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

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.

The Company is seeking Shareholder approval to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c)).

If Resolution 3 is passed, the Company will be able to issue Equity Securities under Listing Rule 7.1A up to 10% of its issued share capital over a 12-month period after the annual general meeting, in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 3 is not passed, the Company:

• will not be able to access the 10% Placement Facility permitting the issue of Equity Securities without Shareholder approval, as provided in Listing Rule 7.1A; and

• will remain subject to the 15% limit on issue of Equity Securities without Shareholder approval, under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval by at least 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairperson intends to exercise all undirected proxies in favour of Resolution 3.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

6.2 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility 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 Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one quoted class of Equity Securities, being Shares.

(c) Formula for calculating 10% Placement Facility

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 at the commencement of the relevant period:

• (A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

• (B) plus the number of shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • (I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • (II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• (C) plus the number of shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

  • (I) the agreement was entered into before the commencement of the relevant period; or

  • (II) the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4

• (D) plus the number of any other shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;

• (E) plus the number of partly paid ordinary shares that became fully paid in the relevant period;

• (F) less the number of shares cancelled in the relevant period.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with Shareholder approval under Listing Rule 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 596,179,239 Shares and therefore has a capacity to issue:

• (i) 89,426,886 Equity Securities under Listing Rule 7.1; and

• (ii) subject to Shareholder approval as sought under Resolution 3, 59,617,924 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c)).

• (e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

• (ii) the time and date of the entity’s next annual general meeting; or

• (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(the 10% Placement Period ).

6.3 Effect of Resolution

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

6.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

• (c) The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.

• (d) The table also shows:

• (i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2		Dilution
		$0.041 50% decrease in Issue Price	$0.081 Issue Price	$0.162 100% increase in Issue Price
Current Variable A	10% Voting	59,617,924 Shares	59,617,924 Shares	59,617,924 Shares

596,179,239 Shares	Dilution
	Funds raised	$2,444,335	$4,829,052	$9,658,104
50% increase in current Variable A 894,268,859 Shares	10% Voting Dilution	89,426,886 Shares	89,426,886 Shares	89,426,886 Shares
	Funds raised	$3,666,502	$7,243,578	$14,487,156
100% increase in current Variable A 1,192,358,478 Shares	10% Voting Dilution	119,235,848 Shares	119,235,848 Shares	119,235,848 Shares
	Funds raised	$4,888,670	$9,658,104	$19,316,207

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.

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

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vii) The issue price is $0.081, being the closing price of the Shares on ASX on 6 October 2021.

• (e) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

• (f) The Company intends to use the funds raised towards continued exploration and resource definition at the Company's projects and/or general working capital.

• (g) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.3 upon issue of any Equity Securities.

• (h) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity

of the subscribers for Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

• (i) The identity of subscribers under the 10% Placement Facility has not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

• (j) In the 12 months preceding the date of the Meeting, the Company issued no Equity Securities under Listing Rule 7.1A.

• (k) A voting exclusion statement is included in the Notice for Resolution 3.

• (l) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or any identifiable class of existing security holder to participate in any issue of Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

Schedule 1 - Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2(f).

Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 30 June 2021.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Closely Related Party means:

• (a) a spouse or child of the member; or

• (b) any other person within the definition of the term in section 9 of the Corporations Act.

Company means Anglo Australian Resources NL (ACN 009 159 077).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report of the Company and its controlled entities prepared under chapter 2M of the Corporations Act.

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

Listing Rules means the listing rules of ASX.

Managing Director means the managing director of the Company.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means the notice of meeting which comprises the notice, agenda, Explanatory Memorandum and Proxy Form.

Option means an option which entitles the holder to subscribe for Shares.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

VWAP means volume weighted average price.

==> picture [511 x 191] intentionally omitted <==

----- Start of picture text -----

[ReplaceNoImages]
----- End of picture text -----

==> picture [159 x 12] intentionally omitted <==

==> picture [56 x 12] intentionally omitted <==

==> picture [6 x 12] intentionally omitted <==

==> picture [45 x 12] intentionally omitted <==

==> picture [60 x 12] intentionally omitted <==

==> picture [25 x 12] intentionally omitted <==

==> picture [81 x 12] intentionally omitted <==

==> picture [514 x 12] intentionally omitted <==

==> picture [39 x 12] intentionally omitted <==

==> picture [546 x 531] intentionally omitted <==

└

==> picture [26 x 100] intentionally omitted <==

==> picture [19 x 35] intentionally omitted <==

==> picture [19 x 40] intentionally omitted <==

==> picture [26 x 68] intentionally omitted <==

==> picture [20 x 112] intentionally omitted <==

==> picture [26 x 72] intentionally omitted <==

==> picture [19 x 54] intentionally omitted <==

==> picture [26 x 72] intentionally omitted <==

==> picture [139 x 10] intentionally omitted <==

==> picture [122 x 10] intentionally omitted <==

==> picture [350 x 10] intentionally omitted <==

==> picture [316 x 10] intentionally omitted <==

==> picture [101 x 10] intentionally omitted <==

==> picture [68 x 10] intentionally omitted <==

==> picture [66 x 10] intentionally omitted <==

==> picture [87 x 10] intentionally omitted <==

==> picture [10 x 10] intentionally omitted <==

==> picture [167 x 10] intentionally omitted <==

==> picture [149 x 10] intentionally omitted <==

==> picture [139 x 10] intentionally omitted <==

==> picture [237 x 11] intentionally omitted <==

==> picture [116 x 11] intentionally omitted <==

==> picture [293 x 10] intentionally omitted <==

==> picture [51 x 10] intentionally omitted <==

==> picture [53 x 10] intentionally omitted <==

==> picture [33 x 10] intentionally omitted <==

==> picture [39 x 10] intentionally omitted <==

==> picture [215 x 11] intentionally omitted <==

==> picture [320 x 10] intentionally omitted <==

==> picture [187 x 11] intentionally omitted <==

==> picture [121 x 11] intentionally omitted <==

==> picture [109 x 11] intentionally omitted <==

==> picture [56 x 11] intentionally omitted <==

==> picture [16 x 11] intentionally omitted <==

==> picture [14 x 11] intentionally omitted <==

==> picture [111 x 11] intentionally omitted <==

==> picture [70 x 11] intentionally omitted <==

==> picture [175 x 11] intentionally omitted <==

==> picture [29 x 11] intentionally omitted <==

==> picture [162 x 10] intentionally omitted <==

==> picture [293 x 10] intentionally omitted <==

==> picture [39 x 10] intentionally omitted <==

==> picture [56 x 10] intentionally omitted <==

==> picture [264 x 10] intentionally omitted <==

==> picture [171 x 10] intentionally omitted <==

==> picture [404 x 10] intentionally omitted <==

==> picture [72 x 10] intentionally omitted <==

==> picture [117 x 10] intentionally omitted <==

==> picture [53 x 10] intentionally omitted <==

==> picture [109 x 10] intentionally omitted <==

==> picture [247 x 10] intentionally omitted <==

==> picture [31 x 10] intentionally omitted <==

==> picture [97 x 10] intentionally omitted <==

==> picture [107 x 10] intentionally omitted <==

==> picture [55 x 10] intentionally omitted <==

==> picture [281 x 10] intentionally omitted <==

==> picture [55 x 10] intentionally omitted <==

==> picture [360 x 10] intentionally omitted <==

==> picture [429 x 11] intentionally omitted <==

==> picture [62 x 11] intentionally omitted <==

==> picture [125 x 10] intentionally omitted <==

==> picture [310 x 10] intentionally omitted <==

==> picture [9 x 10] intentionally omitted <==

==> picture [40 x 10] intentionally omitted <==

==> picture [179 x 10] intentionally omitted <==

==> picture [193 x 10] intentionally omitted <==

==> picture [4 x 10] intentionally omitted <==

==> picture [53 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [35 x 12] intentionally omitted <==

==> picture [30 x 12] intentionally omitted <==

==> picture [9 x 14] intentionally omitted <==

==> picture [78 x 11] intentionally omitted <==

==> picture [100 x 76] intentionally omitted <==

==> picture [13 x 13] intentionally omitted <==

==> picture [134 x 10] intentionally omitted <==

==> picture [13 x 13] intentionally omitted <==

==> picture [126 x 11] intentionally omitted <==

==> picture [48 x 11] intentionally omitted <==

==> picture [110 x 11] intentionally omitted <==

==> picture [331 x 11] intentionally omitted <==

==> picture [302 x 10] intentionally omitted <==

==> picture [86 x 13] intentionally omitted <==

==> picture [55 x 13] intentionally omitted <==

==> picture [134 x 13] intentionally omitted <==

==> picture [35 x 10] intentionally omitted <==

==> picture [99 x 10] intentionally omitted <==

==> picture [65 x 10] intentionally omitted <==

==> picture [61 x 10] intentionally omitted <==

==> picture [98 x 10] intentionally omitted <==

==> picture [58 x 10] intentionally omitted <==

==> picture [153 x 28] intentionally omitted <==

==> picture [154 x 28] intentionally omitted <==

==> picture [153 x 28] intentionally omitted <==

==> picture [148 x 11] intentionally omitted <==

==> picture [67 x 11] intentionally omitted <==

==> picture [30 x 11] intentionally omitted <==

==> picture [92 x 11] intentionally omitted <==

==> picture [102 x 11] intentionally omitted <==

==> picture [52 x 10] intentionally omitted <==

==> picture [51 x 11] intentionally omitted <==

==> picture [99 x 10] intentionally omitted <==

==> picture [44 x 10] intentionally omitted <==

/ /

==> picture [379 x 9] intentionally omitted <==

==> picture [59 x 9] intentionally omitted <==

==> picture [35 x 201] intentionally omitted <==

==> picture [48 x 230] intentionally omitted <==