Austral Gold Limited — AGM Information 2021

Apr 22, 2021

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MEDIA RELEASE Austral Gold Limited

23 April 2021

Austral Gold Annual General Meeting

Austral Gold Limited (‘the Company” or “Austral”) (ASX: AGD; TSX-V: AGLD) is pleased to advise that the following documents were dispatched to shareholders today for its Annual General Meeting to be held on Thursday 27 May 2021 at 8:00am AEST in Sydney Australia:

• Notice of Annual General Meeting

• Shareholder proxy for shares traded on the ASX (if applicable)

• Shareholder proxy for shares traded on the TSX.V (if applicable)

• Annual Report (to those shareholders who requested it)

The Notice of Annual General Meeting and the two sample Proxy Forms will be available at http://www.asx.com.au, on the Company's website at www.australgold.com and will be filed on Sedar under the company's profile.

About Austral Gold

Austral Gold Limited is a growing gold and silver mining, development and exploration company building a portfolio of quality assets in Chile, the USA and Argentina. Austral owns a 100% interest in the Guanaco/Amancaya mine in Chile and the Casposo Mine (currently on care and maintenance) in Argentina, and a non-controlling interest in the Rawhide Mine in Nevada, USA. In addition, Austral owns an attractive portfolio of exploration projects in the Paleocene Belt in Chile (including those acquired in the recent acquisition of Revelo Resources Corp), a 19.2% interest in Pampa Metals and a 100% interest in the Pingüino project in Santa Cruz, Argentina. Austral Gold Limited is listed on the TSX Venture Exchange (TSX-V: AGLD) and the Australian Securities Exchange. (ASX: AGD). For more information, please consult Austral's website at www.australgold.com.

Release approved by the Chief Executive Officer of Austral Gold, Stabro Kasaneva.

For additional information please contact:

Jose Bordogna

Chief Financial Officer Austral Gold Limited jose.bordogna@australgold.com +54 (11) 4323 7558

David Hwang

Company Secretary Austral Gold Limited info@australgold.com +61 (2) 9698 5414448

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23 April 2021

Dear Shareholder

Annual General Meeting

On behalf of the Board, I am pleased to invite you to attend the Annual General Meeting of Austral Gold Limited. This meeting will be held at 08:00 am (AEST) on 27 May 2021 at:

Level 5, 126 Phillip Street, Sydney NSW 2000

Enclosed are the following documents:

• Notice of Meeting and Explanatory Statement;

• Proxy Form for the Annual General Meeting; and

• Annual Report for the period ended 31 December 2020, for those Shareholders who have requested a printed copy.

Collectively, “the Meeting Materials”

2020 Annual Report

Shareholders are reminded that the Annual Report is only mailed to those Shareholders who have elected to receive it in hard copy. If you have not elected to receive it in hardcopy, please find a copy of the 2020 Annual Report on the Company’s website at http://www.australgold.com.

We look forward to your participation at the Annual General Meeting.

Yours faithfully,

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David Hwang Company Secretary Austral Gold Limited

Austral Gold Limited ABN 30 075 860 472 ASX:AGD TSXV:AGLD Level 5, 126-130 Phillip St, Sydney NSW 2000 | T +61 2 9380 7233 | info@australgold.com | www.australgold.com

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AUSTRAL GOLD LIMITED

ABN 30 075 860 472

NOTICE OF ANNUAL GENERAL MEETING

TIME : 08:00 am (AEST) DATE : Thursday, 27 May 2021 PLACE : Level 5, 126 Phillip Street, Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders have doubts as to how they should vote, they should seek advice from their professional advisers prior to voting.

In accordance with Canadian National Instrument 71- 102 (the “Instrument”) Continuous Disclosure and Other Exemptions Relating to Foreign Issuers , Austral Gold Limited confirms that it is a Designated Foreign Issuer as defined in the Instrument and is subject to the regulatory requirements of the Australian Securities Exchange Limited. The Company confirms that, in accordance with Section 3.2 of NI 71-102, this Notice of Meeting has been sent to all shareholders with a registered address in Canada in the same manner and at the same time, or as soon as practicable after it was sent to holders of securities of that class in the Company’s local jurisdiction, being Australia.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary, using the contact details on page 18.

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CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions)	6
Explanatory Statement (explaining the proposed Resolutions)	10
Proxy Form	Separate
YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, please attend the Annual General Meeting on the date, time and at the place set out on page 1 of this Notice.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of Austral.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes on a poll. Fractions will be disregarded.

For shareholders on the Australian register:

To appoint a proxy online, please go to the Computershare website below:

• (a) www.investorvote.com.au; or

• (b) www.intermediaryonline.com for Intermediary Online subscribers only (Custodians).

Alternatively, you can appoint a proxy by completing and signing your proxy form and sending the form:

• (a) By post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne 3001, Victoria, Australia; or

• (b) By facsimile to Computershare on 1 800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

The deadline for receipt of proxy forms is 08:00 am (AEST) on 25 May 2021, being not later than 48 hours before the commencement of the Meeting.

Any proxy appointments received later than this time will not be valid for the Meeting.

For shareholders on the Canadian register:

To appoint a proxy online, please go to the Computershare website www.investorvote.com using the control number located on your proxy.

Alternatively, you can appoint a proxy by completing and signing your proxy form and sending the form:

• (a) By post to Computershare Investor Services, 8[th ] Floor, 100 University Avenue, Toronto, Ontario, M5J 2YI, Canada; or

• (b) By phone to Computershare on 1-866-732-VOTE (8683) (Toll free within Canada or US) or +1 312 588 4290; (International direct dial)

The deadline for receipt of proxy forms for those on the Canadian register is 8:00 am (PT) on, Thursday, 20 May 2021.

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Any proxy appointments received later than this time will not be valid for the Meeting.

POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Computershare by online at: https://www-au.computershare.com/Investor/help/printableforms.

VOTING BY NON-REGISTERED SHAREHOLDERS IN CANADA

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Canadian Shareholders are “non-registered” or “beneficial” Shareholders (“NonRegistered Shareholders”) because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares.

Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (“Intermediary”) that the Non-Registered Shareholder deals with in respect of the Shares; or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“CDS”)) of which the Intermediary is a participant.

In accordance with applicable securities law requirements, the Company will have distributed copies, via mail or electronically, of the Meeting Materials to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to NonRegistered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders.

Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

• (i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and the United States. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. For this form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. A Non-Registered Shareholder who receives a voting instruction form cannot use that form to vote his or her Shares at the Meeting;

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OR

• (ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the NonRegistered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2YI, Canada.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting, or any adjournment(s) or postponement(s) thereof, (or have another person attend and vote on behalf of the Non-Registered Shareholder), the NonRegistered Shareholder should strike out the persons named in the voting instruction form and insert the Non-Registered Shareholder or such other person’s name in the blank space provided.

In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote, which is not received by the Intermediary at least seven (7) days prior to the Meeting. Non-Registered Shareholders fall into two categories: those who object to their identity being made known to the issuers of securities which they own (“Objecting Beneficial Owners” or “OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“Non-Objecting Beneficial Owners” or “NOBOs”).

The Company is not sending Meeting Materials directly to the OBOs and NOBOs. The Company will send the Meeting Materials through intermediaries and agents to the OBOs and NOBOs.

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NOT I CE O F ANNUAL GE NERAL MEET I NG

Notice is given that the Annual General Meeting ( AGM ) of Shareholders of Austral Gold Limited will be held at Level 5, 126 Phillip Street, Sydney NSW 2000 at 08:00 am (AEST) on 27 May 2021.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the AGM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary on page 19.

The Directors have determined under 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 of the Company that are quoted on the ASX at 7.00pm (AEST) on 25 May 2021 (48 hrs prior).

The Company shall make a list of all persons who are registered holders of Shares that are listed on the TSX-V as at the close of business at 5pm (Toronto time) on Date, 09 April 2021 (the “ Record Date ”) and the number of Shares registered in the name of each person on that date. Each Shareholder is entitled to one vote for each Share in that Shareholder’s name as it appears on the list.

AGENDA

1. ITEM 1 – ADOPTION OF THE FINANCIAL REPORT FOR THE PERIOD ENDED 31 DECEMBER 2020

“To receive and to consider the Company’s Financial Report, the Directors’ Report and the Auditor’s Report for the period ended 31 December 2020.”

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

Shareholders are reminded that the Financial Report has only been mailed to those Shareholders who have elected to receive financial reports in hard copy. The Financial Report can be viewed on the Company’s website at www.australgold.com.

If you have not previously elected to receive a printed copy of the Financial Report and would like one, please phone +61 (2) 8072 1436 or email info@australgold.com and a copy will be sent to you free of charge.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Non-Binding Ordinary Resolution:

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

“To adopt the Remuneration Report for the period ended 31 December 2020.”

Please refer to the voting exclusion statement on page 8 of this Notice.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, each of the Resolutions below, which will each be proposed as an Ordinary Resolution:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BENJAMIN JARVIS

“That Mr Benjamin Jarvis, who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR EDUARDO ELSZTAIN

“That Mr Eduardo Elsztain, who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.”

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5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR PABLO VERGARA DEL CARRIL

“That Mr Pablo Vergara Del Carril, who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.”

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR ROBERT TRZEBSKI

“That Mr Robert Trzebski, who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.

7. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR SAUL ZANG

“That Mr Saul Zang, who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.”

8. RESOLUTION 7 – RE-ELECTION OF DIRECTOR – MR WAYNE HUBERT

“That Mr Wayne Hubert, who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.”

9. RESOLUTION 8 – APPROVAL OF ISSUE OF RESTRICTED SECURITIES OF AUSTRAL GOLD LIMITED TO STABRO KASANEVA

“That, for the purposes of each of:

• ASX listing Rule 10.11; and

• Section 257B(1), Section 259B(1), Section 260A and Section 200B, each of the Corporations Act,

and for all other purposes, Shareholders approve the granting of 1,000,000 Restricted Shares to Stabro Kasaneva, a Director of the Company, or his Authorised Nominee, and otherwise in the manner contemplated by, and as set out on, Page 14, of the Explanatory Statement.”

Please also refer to the voting exclusion statement on page 8 of this Notice.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Special Resolution:

10. RESOLUTION 9 – APPROVAL OF 10% CAPACITY TO ISSUE EQUITY SECURITIES

“That for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital in the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Please refer to the voting exclusion statement on page 8 of this Notice.

DATED: 23[rd ] April 2021 By Order of the Board

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David Hwang Company Secretary

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Voting Exclusion Statement

For the definitions of Key Management Personnel ( KMP ) and Closely Related Parties, please refer to the Glossary on page 19.

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolutions 1 and 9).

In addition, separate voting restrictions apply in respect of Resolutions 8 and 9 under the ASX Listing Rules.

What this means for Shareholders

If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on Resolution 1. If you do not do so, your proxy will not be able to vote on your behalf on Resolution 1.

If you intend to appoint the Chairman of the Meeting as your proxy (and you are not a KMP or a Closely Related Party), you are encouraged to direct him how to vote by marking a box for Resolution 1 (for example if you wish to vote for, or against, or to abstain from voting). If you appoint the Chairman as your proxy without directing him how to vote on a resolution where he is a related party, the Chairman will not be able to vote on your behalf. However, the Company will not disregard a vote cast by the Chairman of the Meeting where it is in accordance with a direction on the proxy form to vote as the proxy decides. The Chairman of the Meeting intends to vote in favour of all Resolution 1 (where permissible). If you do not want your vote exercised in favour of Resolution 1, you should direct the Chairman of the Meeting to vote “against”, or to abstain from voting on Resolution 1.

The Company will disregard votes cast on Resolution 1 by the persons detailed in the table below.

Resolution	Voting Exclusions
Resolution 1 – Adoption of Remuneration Report	A vote must not be cast in any capacity by or on behalf of: -A current or former member of the KMP whose remuneration details are included in the Remuneration Report for the period ended 31 December 2020, and -Any Closely Related Parties of such member of the KMP. In addition, no votes may be cast as a proxy by any other person who has become a member of the KMP by the time of the AGM, or their Closely Related Parties. However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 1 if: -The vote is cast in accordance with the directions on the proxy form, specifying how the proxy is to vote on Resolution 1, and it is not cast on behalf of a KMP or their Closely Related Parties; and -The vote is cast by the Chairman of the Meeting and the proxy form authorises the Chairman to vote as the Chairman decides on the Resolution (even though it is connected with the remuneration of members of the KMP, including the Chairman).
Resolution 8 – Approval of Issue of Restricted Securities of Austral Gold Limited to Stabro Kasaneva	The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) a person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); and (b) an associate of that person or those persons. However, that voting exclusion does not apply to a vote cast in favour of Resolution 8 by: (a) a person as proxy or attorney for a person who is entitled to vote on Resolution 8, in accordance with the directions given to the proxy or attorney tovote on Resolution8in that way; or

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(b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 8, in accordance with a direction given to the chair to vote on Resolution 8 as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 8; and (ii) the holder votes on Resolution 8 in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8 if: (a) the proxy is either: (i) a member of the KMP; or (ii) any Closed Related Parties of a member of the KMP; and (b) the appointment does not specify the way the proxy is to vote on Resolution 8. However, the above prohibition does not apply if: (a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if Resolution 8 is connected directly or indirectly with remuneration of a member of the KMP.

Resolution 9 – Approval of 10% Capacity to Issue Equity Securities

The Company will disregard any votes cast in favour of Resolution 9 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 that person or those persons. However, that voting exclusion does not apply to a vote cast in favour of Resolution 9 by: (a) a person as proxy or attorney for a person who is entitled to vote on Resolution 9, in accordance with the directions given to the proxy or attorney to vote on Resolution 9 in that way; or (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 9, in accordance with a direction given to the chair to vote on Resolution 9 as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 9; and (ii) the holder votes on Resolution 9 in accordance with directions given by the beneficiary to the holder to vote in that way.

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E XPL A NA T O R Y ST AT E ME NT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held on 27 May 2021 at 08:00 am (AEST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

1. ITEM 1 - ADOPTION OF FINANCIAL REPORT FOR THE PERIOD ENDED 31 DECEMBER 2020

The business of the Annual General Meeting will include receipt and consideration of the Company’s Financial Report, the Directors’ Report and the Auditor’s Report for the period ended 31 December 2020, which are included in Austral’s Financial Report.

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Financial Report, and on the management of Austral.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the Auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the Auditor in relation to the conduct of the audit.

Written questions for the Auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the Audit of the Financial Report to the Company’s Auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the

Meeting, that is, by 20 May 2021.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT FOR THE PERIOD ENDED 31 DECEMBER 2020

The Remuneration Report is set out in the Financial Report for the period ended 31 December 2020. The Remuneration Report details the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and not binding on the Company or its Directors.

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However, under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are against the adoption of the Remuneration Report then:

• If comments are made on the Remuneration Report at the Meeting, Austral’s Remuneration Report will be required to include an explanation of the Board’s proposed action response or, if no action is proposed, the Board’s reasons for this; and

• If, at next year’s AGM, at least 25% of the votes cast on the resolution for adoption of the Remuneration Report are against it, Austral will be required to put to Shareholders a resolution proposing that an Extraordinary General Meeting ( EGM ) be called to consider the election of Directors ( Spill Resolution ). If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at the subsequent EGM, unless re-elected at that Meeting.

Last year, a resolution was passed to adopt the 2020 Remuneration Report, with in excess of 75% of votes cast in favour of the resolution on a show of hands (noting that in excess of 75% of proxies lodged were also in favour of the resolution).

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Remuneration Report.

3. RE-ELECTION OF DIRECTORS

Clause 13.2 of the Constitution requires that all the Directors must retire at each Annual General Meeting. In accordance with this clause the Managing Director of the Company is exempt from retiring.

Directors who retire under clause 13.2 are eligible for re-election.

Clause 17.4 of the Constitution notes that a Managing Director shall not retire by rotation in accordance with clause 13.2. As Mr. Stabro Kasaneva is the Company’s Managing Director, he is not required to retire as a Director and therefore does not require re-election at this meeting. In addition, ASX Listing Rule 14.5 requires that an entity which has directors to hold an election of directors at each annual general meeting.

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR BENJAMIN JARVIS

Mr Benjamin Jarvis was appointed to the Board on 2 June 2011. He is an Independent, NonExecutive Director and a member of the Audit Committee.

Mr Jarvis retires as a Director and now seeks re-election in accordance with clause 13.2 of the Constitution. He was last re-elected by shareholders on 27 May 2020.

Mr Jarvis is the Managing Director of Six Degrees Investor Relations, an Australian advisory firm that provides investor relations services to a broad range of companies listed on the Australian Securities Exchange. Mr Jarvis was educated at the University of Adelaide where he majored in Politics.

Mr Jarvis is also a Director of Hipo Resources Limited (ASX:HIP).

Mr Jarvis has not held any other Directorships with Australian or Canadian listed companies in

the last three years.

Board Recommendation: The Directors (with Mr Jarvis abstaining) unanimously recommend the re-election of Mr Jarvis.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR EDUARDO ELSZTAIN

Mr Eduardo Elsztain was appointed to the Board on 29 June 2007. He is a Non-Executive Director and Vice-Chairman.

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Mr Elsztain retires as a Director and now seeks re-election in accordance with clause 13.2 of the Constitution. He was last re-elected by shareholders on 27 May 2020.

Mr Eduardo Elsztain is Chairman of IRSA Inversiones y Representaciones SA (NYSE:IRS; BASE: IRSA), one of Argentina's largest and most diversified real estate companies; and IRSA Commercial Properties (NASDAQ:IRCP; BASE: IRCP), with shopping centres in Argentina, premium office buildings, five-star hotels and residential developments.

Mr Elsztain also serves as Chairman of Cresud (NASDAQ:CRESY) and BrasilAgro (NYSE:LND), leading Latin American agricultural companies that own directly and indirectly almost 1M HA of farmland.

Mr Elsztain also serves as Chairman of Banco Hipotecario S.A. (BASE: BHIP) and of BACS, Argentinian leading bank specialised in proving innovative financial solutions to local companies.

Mr Elsztain is also a member of the World Economic Forum, the Council of the Americas, the Group of 50 and Argentina’s Business Association (AEA).

Mr Elsztain is also President of Fundacion IRSA, which promotes education among children and young people, which promotes education among children and young people; President of TAGLIT - Birthright Argentina; Co-Founder of Endeavor Argentina; and Vice-President of the World Jewish Congress.

Mr Elsztain has not held any other Directorships with Australian or Canadian publicly listed companies in the last three years.

Board Recommendation: The Directors (with Mr Elsztain abstaining) unanimously recommend the re-election of Mr Elsztain.

RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR PABLO VERGARA DEL CARRIL

Mr Pablo Vergara del Carril was appointed to the Board on 18 May 2006. He is a Non-Executive Director and a member of the Audit Committee.

Mr Vergara del Carril retires as a Director and now seeks re-election in accordance with clause 13.2 of the Constitution. He was last re-elected by shareholders on 27 May 2020.

Mr Vergara del Carril is a lawyer and professor of Postgraduate Degrees for Capital Markets, Corporate Law and Business Law at the Argentine Catholic University. He is a member of the International Bar Association, the American Bar Association and the AMCHAM, among other legal and business organizations. He is a founding Board member of the Australian-Argentinean Chamber of Commerce. He is a Board member of the Argentine Chamber of Corporations and also an Officer of its Legal Committee. He is recognised as a leading lawyer in Corporate, Real Estate, M&A, Banking & Finance and Real Estate Law by international publications such as Chamber & Partners, Legal 500, International Financial Law Review, Latin Lawyer and Best Lawyer.

He is a Director of Banco Hipotecario SA (BASE: BHIP), Nuevas Fronteras (owner of the Intercontinental Hotel in Buenos Aires), IRSA Commercial Properties (NASDAQ: IRCP, BASE: APSA) and Emprendimiento Recoleta SA, (owner of the Buenos Aires Design Shopping Centre), among other companies. Mr Vergara del Carril is also a Director of Guanaco Mining Company Limited and Guanaco Capital Holding Corp.

Mr Vergara del Carril has not held any other Directorships with Australian or Canadian listed companies in the last three years.

Board Recommendation: The Directors (with Mr Vergara del Carril abstaining) unanimously recommend the re-election of Mr Vergara del Carril.

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RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR ROBERT TRZEBSKI

Mr Robert Trzebski was appointed to the Board on 22 May 2007. He is an Independent, NonExecutive Director and Chairman of the Audit Committee.

Mr Trzebski retires as a Director and now seeks re-election in accordance with clause 13.2 of the Constitution. He was last re-elected by shareholders on 27 May 2020.

Dr Trzebski holds a degree in Geology, PhD in Geophysics, Masters in Project Management and has over 30 years of professional experience in mineral exploration, project management and mining services. He is currently Chief Operating Officer of Austmine Ltd. As a fellow of the Australian Institute of Mining and Metallurgy, Dr Trzebski also acts as the Competent Person (CP) for the Company´s releases.

Dr Trzebski is also a Non-Executive Director of Lake Resources (ASX:LKE; OTC:LLKKF).

Dr Trzebski has not held any other Directorships with Australian or Canadian listed companies

in the last three years.

Board Recommendation: The Directors (with Mr Trzebski abstaining) unanimously recommend the re-election of Mr Trzebski.

RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR SAUL ZANG

Mr Saul Zang was appointed to the Board on 29 June 2007. He is a Non-Executive Director.

Mr Zang retires as a Director and now seeks re-election in accordance with clause 13.2 of the

Constitution. He was last re-elected by shareholders on 27 May 2020.

Mr. Zang obtained a law degree from Universidad de Buenos Aires. He is a founding member

of the law firm Zang, Bergel & Viñes.

Mr Zang is an adviser and Member of the Board of Directors of Buenos Aires Stock Exchange and provides legal advice to national and international companies. Mr Zang currently holds:

• (i) Vice-Chairmanships on the Boards of IRSA (NYSE: IRS, BASE: IRSA), IRSA Commercial Properties (NASDAQ: IRCP, BASE: IRCP), Cresud (NASDAQ: CRESY, BASE: CRES) and

• (ii) Directorships with Banco Hipotecario (BASE: BHIP), Brasil Agro (NYSE: LND, BVMF:AGRO3), among others.

Mr Zang has not held any other Directorships with Australian or Canadian listed companies in

the last three years.

Board Recommendation: The Directors (with Mr Zang abstaining) unanimously recommend

the re-election of Mr Zang.

RESOLUTION 7 – RE-ELECTION OF DIRECTOR – MR WAYNE HUBERT

Mr Wayne Hubert was appointed to the Board on 18 October 2011. He is an Executive Director and Chairman of the Company.

Mr Hubert retires as a Director and now seeks re-election in accordance with clause 13.2 of the Constitution. He was last re-elected by shareholders on 27 May 2020.

Mr Hubert is a mining executive with over 15 years experience working in the South American resources sector. From 2006 until 2010 he was the Chief Executive Officer of ASX-listed Andean Resources Limited ('Andean'), and led the team that increased Andean’s value from $70 million to $3.5 billion in four years. Andean was developing a world-class silver and gold mine in Argentina with a resource of over 5 million ounces of gold when it was acquired by Goldcorp Inc. of Canada.

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Mr Hubert holds a degree in Engineering and a Master of Business Administration and has held executive roles for Meridian Gold with experience in operations, finance and investor relations.

In addition to his role at Austral Gold Limited, Mr Hubert is currently serving as Chairman of Revival Gold Inc. (TSX.V:RVG) (OTCQB:RVLGF) and Ensign Gold Inc. (private company), and is also a director of InZinc Mining.

Mr Hubert has not held any other Directorships with Australian or Canadian listed companies in the last three years.

Board Recommendation: The Directors (with Mr Hubert abstaining) unanimously recommend the re-election of Mr Hubert.

4. RESOLUTION 8 – APPROVAL OF ISSUE OF RESTRICTED SECURITIES OF AUSTRAL GOLD LIMITED TO MR. STABRO KASANEVA

The Company is proposing to issue 1,000,000 fully paid ordinary shares ( Restricted Shares ) to Stabro Kasaneva to reward Mr Kasaneva for his past performance, and incentivise him for future performance, as Chief Executive Officer of the Company.

The Company wishes to clarify this Resolution was previously put to Shareholders (and passed) at the EGM held on 12 January 2021. However, as the Shares were not issued to Mr Kasaneva within the 1 month requirement under Listing Rule 10.13, the Shares were not issued (despite having received Shareholder approval).

Accordingly, Shareholder approval is being re-sought at this AGM, to the issue the same number of Restricted Shares to Mr Kasaneva.

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 company 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 Rule 10.11.1 or 10.11.4 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of Restricted Shares falls within Listing Rule 10.11.1 (a related party) above and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s shareholders under Listing Rule 10.11.

Resolution 8 seeks the required shareholder approval to the proposed issue of Restricted Shares and for the purposes of Listing Rule 10.11.

If Resolution 8 is passed, the Company will be able to proceed with the proposed issue of Restricted Shares, and therefore, be able to remunerate Mr Kasaneva.

If Resolution 8 is not passed, the Company will not be able to proceed with the proposed issue of Restricted Shares, and therefore, the Company may be required to consider other measures to remunerate Mr Kasaneva.

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In accordance with the provisions of ASX Listing Rule 10.13, the Company advises that:

• (a) The proposed recipient is Stabro Kasaneva, Executive Director and Chief Executive Officer of the Company.

• (b) Mr Kasaneva satisfies Listing Rule 10.11.1 as he is a related party (current Director of the Company).

• (c) It is proposed that, subject to the approval of Resolution 8, Mr Kasaneva will be issued 1,000,000 Restricted Shares.

• (d) The Restricted Shares will rank pari passu in all respects with all other Shares previously issued by the Company. The Restricted Shares, however, will have a voluntary escrow applied as follows:

• (i) none of the Proposed Restricted Shares may be sold or otherwise dealt with within one year from the date of their issue ( Issue Date );

• (ii) 1/3 in number of the Proposed Restricted Shares may be sold or otherwise dealt with after the first anniversary of the Issue Date;

• (iii) 1/3 in number of the Proposed Restricted Shares may be sold or otherwise dealt with after the second anniversary of the Issue Date; and

• (iv) 1/3 in number of the Proposed Restricted Shares may be sold or otherwise dealt with after the third anniversary of the Issue Date.

  • The Company will apply for the Official Quotation of the Restricted Shares, on both the ASX and the TSX-V.

• (e) The Restricted Shares will be issued for nil consideration and although the value of the Company’s shares on 31 March, 2021 was $0.175 per share, the deemed value that the Company attributes to each Restricted Share will be the closing price of the Company’s Shares traded on the ASX when issued.

• (f) The Restricted Shares will be issued no later than 1 month after the date of the Meeting.

• (g) No funds will be raised as a result of the grant and issue of Restricted Shares. The purpose of the issue of Restricted Shares is to remunerate and incentivise Mr Kasaneva in his role as Chief Executive Officer of the Company.

• (h) The current total remuneration package per annum of Mr Kasaneva is:

Director	Salary/Director fees	Total deemed value of
		proposed Restricted
		Shares grant
Stabro Kasaneva	US$326,358 *	A$175,000 **

• Mr Kasaneva’s remuneration is shown in equivalent USD paid in 2020 and is paid in Chilean pesos but with no foreign exchange adjustment clause. Mr. Kasaneva is also eligible for a performance bonus.

** Based on value of the Company’s shares on 31 March, 2021 which was $0.175 per share. The deemed value that the Company attributes to each Restricted Share will be the closing price of the Company’s Shares traded on the ASX when issued.

• (i) None of the Restricted Shares are being issued under an agreement.

• (j) A Voting Exclusion Statement relating to Resolution 8 is provided on page 8.

Board Recommendation: The Directors (with Mr Kasaneva abstaining) recommend that Shareholders vote for this Resolution.

5. RESOLUTION 9 - APPROVAL OF 10% CAPACITY TO ISSUE EQUITY SECURITIES

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%.

15

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 less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution 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 this Resolution 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.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

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

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

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which eh equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholder approve this Resolution. However, if Shareholder approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

• (a) potential investments and acquisitions; and

• (b) general working capital.

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Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted. There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) 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 equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

assumed issueprices and values	assumed issueprices and values	for the variable “A” in the formula in rule 7.1A.2:	for the variable “A” in the formula in rule 7.1A.2:	for the variable “A” in the formula in rule 7.1A.2:
Variable “A” ASX Listing Rule 7.1A.2		Potential Dilution and Funds Raised
		$0.0875	$0.175	$0.35
		50% decrease in issue	issue prices(b)	100% increase in issue
		price		price
“A” is the number of	10% dilution(c) voting	60,154,803	60,154,803	60,154,803
shares on issue,
being 601,548,026
Shares(a)
	Funds raised	$5,263,545	$10,527,090	$21,054,181
“A” is a 50% increase	10% dilution(c) voting	90,032,204	90,232,204	90,232,204
in shares on issue,
being
902,322,039 Shares	Funds raised	$7,895,318	$15,790,636	$31,581,271
“A” is a 100%	10% dilution(c) voting	120,309,605	120,309,605	120,309,605
increase in shares on
issue, being
1,203,096,052	Funds raised	$10,527,090	$21,054,181	$42,108,362
Shares

Notes:

• (a)[Based on the total number of fully paid ordinary Shares on issue as at 31 March 2021.]

• (b)[Based on the closing price of the Company’s Shares on ASX as at 31 March 2021.]

• (c)[The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.]

• (d)[The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities ] under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e)[The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement ] capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and (e) advice from the Company’s corporate or financial advisors.

As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities

17

under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

The Company has not issued or agreed to issue any equity securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the AGM.

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.

Board Recommendation: The Directors recommend that Shareholders vote for this Resolution.

6. ENQUIRIES

Shareholders may contact David Hwang, Company Secretary if they have any queries in respect of the matters set out in these documents.

c/- Automic Group Level 5 126 Phillip Street Sydney NSW 2000 Australia

Tel: (+61 2) 8072 1436 Email: info@australgold.com

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7. GLOSSARY

AEST means Australian Eastern Standard Time, Sydney, New South Wales, Australia.

Austral Group means Austral and its controlled entities.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Listing Rules means the Listing Rules of ASX.

Auditor’s Report means the auditor’s report of KPMG dated 17 March 2021 as included in the Financial Report.

Board means the Board of Directors of the Company as constituted from time to time.

Business Day has the meaning given to that term in ASX Listing Rule 19.12.

Closely Related Parties , in relation to a member of KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with Austral (or the Austral Group), and any company the member controls.

Company or Austral or Austral Gold means Austral Gold Limited (ACN 075 860 472).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the Directors of the Company.

Directors’ Report means the report of Directors as included in the Financial Report.

Documents means each of the Notice, Explanatory Statement and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the 2020 Annual Report to Shareholders for the period ended 31 December 2020 as lodged by the Company with ASX on 17 March 2021.

Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling the activities of Austral or the Austral Group, whether directly or indirectly. Members of the KMP include Directors and certain senior executives.

Notice means the notice of Meeting that accompanies and forms part of the Documents.

Option means an option, if exercised in accordance with its terms, to acquire one Share in the Company.

Ordinary Resolution means a resolution passed by more than 50 per cent of the votes at a general meeting of Shareholders.

PT means Pacific Time.

Remuneration Report means the remuneration report as set out in the Financial Report.

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

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

Shareholder means a holder of a Share.

Share Registry means Computershare Investor Services Pty Limited.

Special Resolution means a resolution passed by at least 75 per cent of the votes at a general meeting of Shareholders.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

TSX-V means TSX Venture Exchange.

Interpretation

In these Documents, unless the context requires otherwise:

• (a) A reference to a word includes the singular and the plural of the word and vice versa;

• (b) A reference to a gender includes any gender;

• (c) If a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) A term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

• (e) Headings are included for convenience only and do not affect interpretation;

• (f) A reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g) A reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) The terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) A reference to a statute or statutory provision includes but is not limited to:

• (i) A statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) A statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) Subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;

• (j) Reference to “$”, “a$”, “Australian dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the commonwealth of Australia; and

• (k) A reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

20

Need assistance?

AUSTRAL GOLD

ACN 075 860 472

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AGD

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 8:00 AM (AEST) on Tuesday, 25 May 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Austral Gold Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Austral Gold Limited to be held at Level 5, 126 Phillip Street, Sydney, NSW 2000 on Thursday, 27 May 2021 at 8:00 AM (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 8 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 8 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1 Adoption of the Remuneration Report

• 2 Re-election of Director - Mr Benjamin Jarvis

• 3 Re-election of Director - Mr Eduardo Elsztain

• 4 Re-election of Director - Mr Pablo Vergara Del Carril

• 5 Re-election of Director - Mr Robert Trzebski

• 6 Re-election of Director - Mr Saul Zang

• 7 Re-election of Director - Mr Wayne Hubert

• 8 Approval of Issue of Restricted Securities of Austral Gold Limited to Stabro Kasaneva

• 9 Approval of 10% Capacity to Issue Equity Securities

==> picture [92 x 228] intentionally omitted <==

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

A G D

2 7 5 1 5 2 A

Need assistance?

AUSTRAL GOLD

ACN 075 860 472

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AGDRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 8:00 AM (AEST) on Tuesday, 25 May 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000002/000002

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Austral Gold Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Austral Gold Limited to be held at Level 5, 126 Phillip Street, Sydney, NSW 2000 on Thursday, 27 May 2021 at 8:00 AM (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 8 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 8 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1 Adoption of the Remuneration Report

• 2 Re-election of Director - Mr Benjamin Jarvis

• 3 Re-election of Director - Mr Eduardo Elsztain

• 4 Re-election of Director - Mr Pablo Vergara Del Carril

• 5 Re-election of Director - Mr Robert Trzebski

• 6 Re-election of Director - Mr Saul Zang

• 7 Re-election of Director - Mr Wayne Hubert

• 8 Approval of Issue of Restricted Securities of Austral Gold Limited to Stabro Kasaneva

• 9 Approval of 10% Capacity to Issue Equity Securities

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

A G D

2 7 5 1 5 2 A

AUSTRAL GOLD

ACN 075 860 472

AGDRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Austral Gold Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

• Securityholder Reference Number (SRN);

• ASX trading code;

• Name of company in which security is held;

• Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Austral Gold Limited

Samples/000002/000003/i12

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Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

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

000001
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class 123 Holder Account Number C1234567890 XXX

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Form of Proxy - Annual General Meeting to be held on Thursday, May 27, 2021 in Sydney Australia

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 11:00 AM (Pacific Time) on Thursday, May 20, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site:

• www.investorvote.com

• Smartphone?

• Scan the QR code to vote now.

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If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

CPUQC01.E.INT/000001/i1234

01Q7OA

MR SAM SAMPLE

XXX 123

C1234567890

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Appointment of Proxyholder

I/We being holder(s) of Austral Gold Limited hereby appoint: Print the name of the person you are The Chairman of The Meeting OR appointing if this person is someone other than the Chairman of The Meeting.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Austral Gold Limited to be held at Level 5, 126 Philip Street, Sydney NSW 2000 Australia on Thursday, May 27, 2021 at 8.00 AM (Sydney Time) and at any adjournment or postponement of that Meeting.

Important for Resolution 1: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on, and in connection with, Resolution 1 even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel for the Austral Gold group. (Note: If you do not want the Chairman of the Meeting to vote as your proxy in favour of Resolution 1, you need to direct your proxy to vote against or to abstain from voting on the Item by marking the appropriate box in step 2 below.)

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against Abstain

Items of Business:

1. Adoption of the Remuneration Report

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1. Re-election of Director – Mr Benjamin Jarvis

2. Re-election of Director – Mr Eduardo Elsztain

3. Re-election of Director – Mr Pablo Vergara Del Carril

4. Re-election of Director – Mr Robert Trzebski

5. Re-election of Director – Mr Saul Zang

6. Re-election of Director – Mr Wayne Hubert

7. Approval of Issue of Restricted Securities of Austral Gold Limited to Stabro Kasaneva

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1. Approval of 10% Capacity to Issue Equity Securities

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

MM / DD / YY

Y U S Q

A R 0

3 1 6 1 4 1

999999999999

X X X X

01Q7PC