BAYAN MINING AND MINERALS LIMITED — AGM Information 2021

Oct 24, 2021

ASX ANNOUNCEMENT

25 October 2021

2021 Notice of Annual General Meeting

Balkan Mining and Minerals Ltd (BMM or the Company) (ASX: BMM) is pleased to release the following documents with respect to its 2021 Annual General Meeting ( AGM ) to be held on Tuesday, 23 November 2021 at 3.30 pm (WST):

• Notice of Meeting (including the Explanatory Statement);

• Notice and Access Letter; and

• Proxy Form.

In light of the continued restrictions on travel and public gatherings this year in response to the COVID19 pandemic, BMM will hold its AGM virtually. The health and safety of our Shareholders, employees and the broader community is paramount.

The 2021 Notice of Annual General Meeting, sample Proxy Form and sample Notice and Access Letter are attached and are also available on BMM’s website at www.balkanmin.com.

Further information on how shareholders may participate in the meeting online, is contained in the Notice of Meeting.

For further information pls contact:

Ross Cotton Media Inquiries Managing Director Amalie Schreurs Tel: +61 8 6489 0600 White Noise Communications E: Ross.Cotton@balkanmin.com Tel: +61 431 636 033

Authorised for release by the Managing Director of Balkan Mining and Minerals Limited

-ENDS-

ABOUT BALKAN MINING AND MINERALS

Balkan Mining and Minerals Ltd is an ASX listed company focused on the early-stage exploration through to development of borate and associated lithium in the Balkans. The Company’s Projects comprise the Rekovac, Dobrinja and Pranjani Lithium-Borate Projects which are located within the Republic of Serbia.

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Balkan Mining and Minerals Ltd ABN 67 646 716 681

311 – 313 Hay Street, Subiaco WA 6008

T: +61 8 6489 0600 E:info@balkanmin.com www.balkanmin.com

ABN 67 646 716 681 NOTICE OF ANNUAL GENERAL MEETING

BALKAN MINING AND MINERALS LIMITED

Notice is given that the Annual General Meeting will be held at:

TIME : 3.30 pm (WST) DATE : Tuesday, 23 November 2021 PLACE : Virtual Meeting

This is an important document and should be read in its entirety. Please read it carefully. The business of the Meeting affects your shareholding and your vote is important. A Proxy Form is enclosed with this Notice of Meeting and Explanatory Statement.

If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

2021 Annual Report – Our 2021 Annual Report is available electronically at www.balkanmin.com. Printed copies of the Annual Report have been mailed to Shareholders who selected this option

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of Shareholders of Balkan Mining and Minerals Limited (ACN 646 716 681) ( Company or BMM ) ( Meeting , AGM or 2021 AGM ) will be held at:

Time: 3.30 pm (AWST) Date: Tuesday, 23 November 2021 Place: Virtual

You should read this Booklet carefully in full. It contains important information to assist you in your voting decision.

If you are unable to attend the Meeting you are encouraged to submit your Proxy Form (either online or returned in the enclosed envelope). The completed proxy form must be received at the office of the Company’s share registrar, Advance Share Registry Limited, by no later than 3.30 pm (AWST) on Sunday, 21 November 2021.

If Shareholders are in doubt as to how to vote, you should seek advice from your professional advisers prior to voting.

Our 2021 Annual Report is available electronically at www.balkanmin.com. Printed copies of the Annual Report have been mailed to Shareholders who selected this option.

AGENDA

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial period ended 30 June 2021 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial period ended 30 June 2021.”

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

A voting prohibition statement applies to this Resolution. Please see below.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

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

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

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• i) does not specify the way the proxy is to vote on this Resolution; and

• ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 –Election of Mr Sean Murray as a Director

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Sean Murray, a Director who was appointed as an additional Director on 12 July 2021, retires and, being eligible, is elected as a Director.”

Resolution 3 –Election of Mr Milos Bosnjakovic as a Director

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Milos Bosnjakovic, a Director who was appointed as an additional Director on 12 July 2021, retires and, being eligible, is elected as a Director.”

Resolution 4 –Re-election of Mr Luke Martino as a Director

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

“That, for the purpose of clause 14.2 of the Constitution and for all other purposes, Mr Luke Martino, a Director who was appointed on 18 December 2020, retires by rotation and, being eligible, is re-elected as a Director.”

Resolution 5 –Auditor Appointment

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

“That, for the purpose of section 327B of the Corporations Act and for all other purposes, PKF Perth Pty Ltd, being qualified to act as auditor of the Company and having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting.”

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NOTICE OF MEETING

Resolution 6 –Approval of 7.1A Mandate

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

Other Business

To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.

By Order of the Board of Directors Balkan Mining & Minerals Limited

Harry Spindler Company Secretary Dated 25 October 2021

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the Meeting will be held virtually at 3.30 pm (AWST) on Tuesday, 23 November 2021

Access to the meeting is via www.advancedshare.com.au/virtual-meeting using the Meeting ID and Shareholder ID on the proxy form to login to the website.

The Explanatory Statement provides additional information on matters to be considered at the Meeting.

The Explanatory Statement and the Proxy Form each form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Glossary.

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 Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 3.30pm (AWST) on Sunday, 21 November 2021.

PARTICIPATING IN THE MEETING ONLINE

Voting can occur during the meeting via www.advancedshare.com.au/virtual-meeting using the Meeting ID and Shareholder ID on the proxy form to login to the website.

Attending the Meeting online enables Shareholders to listen to the Meeting live and to view presentation slides and proxy results whilst the Meeting is in progress. All shareholders will have a reasonable opportunity to ask questions during the Meeting via the online platform.

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

PROXY APPOINTMENT AND VOTING INSTRUCTIONS

Proxy Form

Shareholders are strongly encouraged to vote by proxy. To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

If you wish to appoint the Chair as your proxy, mark the appropriate box on the Proxy Form. If you appoint the Chair as your proxy, he or she can only cast your votes on Resolution 1 (Adoption of the Remuneration Report) if you expressly authorise him or her to do so. If the person you wish to appoint as your proxy is someone other than the Chair, please write the full name of that person on the Proxy Form.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

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

Corporate Shareholders

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

• two directors of the Company;

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

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

Corporate Representatives

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

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IMPORTANT INFORMATION

Votes on Resolutions

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

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

Voting Restrictions that May Affect Your Proxy Appointment

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

DEFINED TERMS

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

QUESTIONS FROM SHAREHOLDERS

Shareholders may submit questions that relate to the formal items of business in the Notice in advance of the Meeting to the Company. Should you have any questions, these can be submitted in advance of the Meeting via the portal (www.advancedshare.com.au/virtual-meeting) from 1 November 2021.

As required under section 250PA of the Corporations Act, the Company will make available at the Meeting those questions directed to the Auditor received in writing at least 5 business days prior to the Meeting, being questions which the Auditor considers relevant to the content of the Auditor’s report or the conduct of the audit of the annual financial report for the year ended 30 June 2021. The Chair will allow a reasonable opportunity for the Auditor to respond to the questions set out on this list.

QUESTIONS REGARDING THE NOTICE OF MEETING

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 (8) 6489 0600.

Chair Voting Undirected Proxies

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

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

Voting Eligibility – Snapshot Date

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

The Directors have determined that all Shares of the Company that are quoted on ASX at 3.30 pm (AWST) on 21 November 2021 shall, for the purpose of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist Shareholders with their consideration of the Resolutions in the accompanying Notice of Annual General Meeting.

2021 FINANCIAL STATEMENTS AND REPORTS

The first item of the Notice of Annual General Meeting ( AGM ) deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2021 together with the Directors' declaration and report ( Directors' Report ) in relation to that financial year, the Remuneration Report and the Auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

The financial report for the Company for the period ended 30 June 2021 ( 2021 Annual Report ) was lodged with ASX on 29 September 2021. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report may be viewed on the Company’s website www.balkanmin.com (under the “Investors” tab then the “Company Reports” tab) or ASX’s website www.asx.com.au under the code “BMM”.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

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

RESOLUTION 1 – REMUNERATION REPORT

In accordance with the Corporations Act, Shareholders are asked to consider and vote on the adoption of the Remuneration Report as presented in the Annual Report for the year ended 30 June 2021.

The Company’s Remuneration Report is included in the Directors’ Report contained within the 2021 Annual Report.

The remuneration report sets out the details of the remuneration of the Company’s directors and senior management ( Remuneration Report ). In addition, it describes the Board’s remuneration policy.

• Remuneration must be strongly linked to Company performance.

• Remuneration must be competitive to enable the Company to attract and retain quality individuals who are capable and motivated to deliver results for shareholders.

• Remuneration must provide significant incentive to deliver superior performance against the Company’s strategy and key business goals;

• Remuneration must be fair and competitive with both peers and competitor employers; and

• Remuneration must be transparent to shareholders.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to a vote of shareholders at the AGM. However, such a resolution is advisory only and does not bind the directors or the company.

Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the Meeting.

Voting

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

A voting exclusion applies to Resolution 1 on the terms set out in this Notice of AGM.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

The Company has implemented a remuneration framework which recognizes that:

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EXPLANATORY STATEMENT

RESOLUTIONS 2 AND 3 – ELECTION OF DIRECTORS

In accordance with the Company’s Constitution, as this is the Company’s first Annual General Meeting, the directors offer themselves election as a Director.

Background

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number of Directors specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Sean Murray and Mr Milos Bosnjakovic having been appointed by other Directors on 12 July 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seek election from Shareholders.

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of all directors.

Mr Murray, Non-executive Chairman

Experience and expertise

Mr Sean Murray has an Honours degree in modern languages and a post graduate Master’s degree in Business Management and Economics from the Manchester Business School, part of the University of Manchester Institute of Science and Technology, in the United Kingdom. Mr Murray has more than 40 years’ experience worldwide in the chemicals and mining industries, including non-ferrous metals and minerals and industrial minerals. His successful executive management career includes senior roles with Australian Mining and Smelting (CRA), Pasminco Europe and Pasminco Inc and Rio Tinto plc where he became Managing Director of Borax Europe and then Deputy Chief Executive, Rio Tinto Borax in the 1990s and early 2000s.

Mr Murray has also served on the boards of Rio Tinto operating companies either as president or as an executive director in the USA (California), Argentina, France, Germany, Holland, Spain and Italy. He has been a Vice-President of the European Zinc Institute (The Hague), and an Industry Advisor on non-ferrous metals and minerals to the UK government at the International Lead Zinc Study Group, (United Nations). He was a Vice-President of the Industrial Minerals Association and President of the European Borates Association in Brussels where he became involved in Public Relations and Sustainable Development.

Since 2005, Mr Murray has provided consulting services on marketing, planning and strategy to the industrial minerals sector in Europe, Australia and the Americas and has held non-executive directorships on the boards of AIM and ASX listed copper, gold, tungsten, potash and fluorspar companies including, Fluormin plc (formerly LSE:FLOR and Potash Minerals Ltd (formerly (ASX:POK)). He was a senior partner in a New York based LLP developing minerals

businesses in the former Soviet Union. Mr Murray is fluent in a number of European languages including German and Spanish.

Independence

Mr Murray has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

The Board considers that Mr Murray is an independent Director.

Other material information

Mr Murray has confirmed that he considers he will have sufficient time to fulfil his responsibilities as Non-Executive Chairman of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as Non-Executive Chairman of the Company.

Mr Bosnjakovic, Non-executive Director

Experience and expertise

Mr Milos Bosnjakovic is a lawyer by profession with strong links and experience in the Balkan countries of the former Yugoslavia Republics, Australia and New Zealand. He has been involved in the resources industry in Australia and the Balkans for almost 20 years and has considerable corporate experience within the industry.

Mr Bosnjakovic is a dual national of Australia and Bosnia and Herzegovina and was also the co-founder of ASX-listed Sultan Corporation Limited which became Balamara Resources Limited, which held the Monty Zinc Project in Montenegro. Milos was co-founder of ASX-listed Adriatic Metals PLC (ASX: ADT) and his previous roles have also included acting as Non-Executive Director and Country Manager of Adriatic Metals PLC.

Independence

Mr Bosnjakovic has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

Other material information

Mr Bosnjakovic has confirmed that he considers he will have sufficient time to fulfil his responsibilities as Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as Non-Executive Director of the Company.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolutions 2 and 3. However, it is noted that each Director does not wish to make a recommendation to Shareholders about the Resolution which impacts them individually.

The Chair of the Meeting intends to vote undirected proxies in favour of Resolutions 2 and 3.

EXPLANATORY STATEMENT

RESOLUTION 4 – RE-ELECTION OF DIRECTOR – LUKE MARTINO

Background

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

Luke Martino, who has served as a Director since 18 December 2020, retires by rotation and seeks re-election.

Mr Martino, Non-executive Director

Experience and expertise

Mr Luke Martino is a Fellow of the Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors, having worked for over 30 years with major accounting firms, where he held senior leadership positions and Board memberships including Lead Partner of Deloitte’s Growth Solutions practice in Perth until 2007 when he left to establish boutique corporate advisory and accounting firm, Indian Ocean Advisory Group.

Mr Martino has extensive experience in mining and resources, property and hospitality industries and is a specialist in corporate and growth consulting.

Mr Martino currently acts as a Chairman of Jadar Resources Limited (ASX: JDR) and is also Executive Director of Indian Ocean Consulting Group Pty Ltd. Mr Martino’s previous roles have included acting as Non-Executive Director of Skin Elements Ltd (ASX: SKN), Pan Asia Corporation Limited (ASX: PZC), Non-Executive Chairman and Director of Central Asia Resources Limited (ASX: CVR) and former Company Secretary of Blackgold International Holdings Limited (ASX: BGG).

Independence

Mr Martino is Non-executive Chairman of Jadar Resources Limited, a substantial shareholder of the Company. Due to this relationship, the Board does not consider that Mr Martino is an independent Director.

Board recommendation

The Board has reviewed Mr Martino’s performance since his appointment to the Board and considers that Mr Martino’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Martino and recommends that Shareholders vote in favour of Resolution 4.

RESOLUTION 5 – APPOINTMENT OF AUDITOR

In accordance with the Corporations Act, as this is the Company’s first Annual General Meeting, Shareholders are being asked to consider and vote on the adoption of PKF Perth as the Company’s auditor.

Background

Section 327B(1) of the Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and at any subsequent annual general meeting thereafter where there is a vacancy.

PKF Perth Pty Ltd has been appointed as auditor of the Company by the Directors following registration of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for PKF Perth Pty Ltd to be appointed as the Company’s auditor. A copy of this nomination is enclosed with this Notice of Meeting as Annexure A.

PKF Perth Pty Ltd has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval of this Resolution.

The Directors are now seeking Shareholder confirmation of PKF Perth Pty Ltd’s appointment as auditor.

If this Resolution is passed, the appointment of PKF Perth Pty Ltd as the Company’s auditor will take effect at the close of this Meeting.

Board Comment and Recommendations

The Board recommends that Shareholders vote in favour of Resolution 5.

RESOLUTION 6 – APPROVAL OF 7.1A MANDATE

In accordance with ASX Listing Rules, Shareholders are being asked to consider and vote on increasing the ASX limit of the Company issuing securities without the approval of its shareholders from 15% to 25%, subject to those conditions set out in the ASX LR’s (i.e. extra 10%). This provides additional optionality for the Company when managing its affairs.

Background

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.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $32,289,000 (based on the number of Shares on issue and the closing price of Shares on the ASX on 18 October 2021).

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under 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.

EXPLANATORY STATEMENT

Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 6:

(a) Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

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

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that 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 by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for:

• (i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);

• (ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);

• (iii) the development of the Company’s current business; and

• (iv) general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 18 October 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

		Dilution	Dilution	Dilution
Number of Shares on	Shares		Issue Price
Issue (Variable A in Listing Rule 7.1A.2)	issued – 10% voting dilution	$0.353	$0.705	$1.058
		50% decrease	Issue price	50% increase
			Funds Raised
No of Shares	No of Shares	$	$	$
Current 45,800,000	4,580,000	1,614,450	3,228,900	4,843,350
50% increase 68,700,000	6,870,000	2,421,675	4,843,350	7,265,025
100% increase 91,600,000	9,160,000	3,228,900	6,457,800	9,686,700

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 45,800,000 Shares on issue, comprising 32,500,000 existing Shares and 13,300,000 restricted Shares as at the date of this Notice of Meeting.

2. The issue price set out above is the closing market price of the Shares on the ASX on 18 October 2021.

3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options or Performance Rights are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

8. 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%.

9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

EXPLANATORY STATEMENT

Shareholders should note that there is a risk that:

• the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

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

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

• (f) Previous approval under Listing Rule 7.1A

The Company has not previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A. Accordingly, the Company has not issued any Equity Securities under Listing Rule 7.1A.2 in the twelve months preceding the date of the Meeting.

Board Comment and Recommendations

Directors consider that it would be beneficial to have the optionality afforded by ASX LR 7.1A, should the need arise, and therefore recommend that Shareholders vote in favour of Resolution 6.

GLOSSARY

In this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

2021 AGM means the Annual General Meeting of the Company to be held on 23 November 2021.

2021 Annual Report means the financial report for the Company for the period ended 30 June 2021 lodged with ASX on 29 September 2021.

Annexure means an annexure to the Explanatory Statement.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

Auditor means PKF Perth.

AWST means Australian Western Standard Time.

Board means the board of Directors of the Company.

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

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company or BMM means Balkan Mining and Minerals Limited ACN 646 716 681.

Constitution means the Constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means a Director of the Company.

Directors' Report means the Directors' declaration and report included in the 2021 Annual Report.

Explanatory Statement means this explanatory statement accompanying the Notice of Meeting.

Key Management Personnel means the key management personnel of the Company being the Directors of the Company and those other persons having authority for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report the subject of Resolution 1 identifies the Company's key management personnel for the financial period ended 30 June 2021.

Meeting, AGM, 2021 AGM or Annual General Meeting means the Annual General Meeting of the Company to be held at 3.30 pm (AWST) on Tuesday, 23 November 2021.

Non-Executive Director means a non-executive Director of the Company.

Notice or Notice of Meeting means the notice of meeting accompanying this Explanatory Statement.

Section means a section of the Explanatory Statement.

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

Shareholder means a holder of a Share.

ANNEXURE A

AUDITOR NOMINATION

30 September 2021

The Directors Balkan Mining and Minerals Limited 311 Hay Street SUBIACO WA 6008

Dear Directors

Nomination of PKF Perth as Auditor

Pursuant to section 328B(1) of the Corporations Act, I, Sufian Ahmad, being a member of Balkan Mining and Minerals Limited, hereby nominate PKF Perth of Level 4, 35 Havelock Street, West Perth, Western Australia for appointment as auditor of the Company at its next annual general meeting.

Please distribute copies of this notice of nomination as required by section 328B(3) of the Corporations Act.

Yours faithfully

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Sufian Ahmad

ACCESS THE MEETING DOCUMENTS AND LODGE YOUR PROXY ONLINE:

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code on the enclosed Proxy Form, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote. ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:30 pm (WST) 21 November 2021.

Balkan Mining & Minerals Limited 2021 Annual General Meeting Notice and Access Letter

As part of the Australian Government’s response to the Coronavirus crisis, the Federal Parliament introduced the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 ( Act ) temporarily permitting electronic meetings.

The Act allows notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The Annual General Meeting ( AGM ) of Balkan Mining & Minerals Limited ( BMM or the Company ) will held virtually and will be accessible via a live webcast, on 23 November 2021 at 3.30pm (WST). Accordingly, there will not be a physical location where shareholders can attend the AGM in person.

Shareholders and proxyholders may participate in our AGM via a live webcast of the meeting through the AGM online platform, including the ability to ask questions and vote online during the AGM. Please refer to the Important Information section of the Notice of Meeting for further details.

Details of where you can access this year’s Notice of Meeting and other meeting documents, lodge a vote and participate in the AGM are set out below.

The Board considers that the health, safety and welfare of the Company’s staff, its Shareholders and the broader community to be paramount. Due to the continuing developments in relation to the COVID-19 situation and public health concerns, BMM will be closely monitoring the evolving COVID-19 situation in Australia. In light of the continuing evolving circumstances, BMM has decided to hold its AGM virtually as permitted by government regulations, to avoid the possible situation where the number of physical attendees at the meeting may be limited to a maximum number of attendees permitted based on the relevant Government regulations and guidelines in force at the time of the meeting, or not be permitted to travel. As it is unknown whether all Shareholders will be permitted to travel or permitted to attend the Meeting in person should they choose to do so, the Meeting will be accessible to all Shareholders virtually via a live webcast.

Access the meeting documents online

The 2021 Notice of Meeting, Annual Report and other meeting documents are available online at www.balkanmin.com. In accordance with the Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has requested a hard copy. Shareholders can request a paper copy of the Notice of Meeting by contacting Advance Share Registry on 1300 113 258 (within Australia) or +61 8 9389 8033 (outside Australia).

Access the meeting documents and lodge your vote online during the AGM at www.advancedshare.com.au/virtualmeeting using your secure access information.

Attending the meeting online

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to listen to the Meeting, ask questions and vote online. Please refer to the Meeting ID and Shareholder ID printed on the attached Proxy Form to login to the virtual meeting portal.

Shareholders may also submit questions ahead of the Meeting via the portal if they would like to do so. Please refer to the Important Information section of the Notice of Meeting for further details.

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Lodge your proxy and voting instructions before the meeting online, by mail or by fax

Shareholders are strongly encouraged to vote by proxy. Enclosed with this notice is a paper copy Proxy Form which you can either use to lodge your voting instructions online, or complete and return by mail, fax or in person, following the instructions on the Proxy Form.

For your voting instructions to be effective, Advance Share Registry must receive them not less than 48 hours before the time for holding the AGM (that is, by 3.30pm (WST) on Sunday 21 November 2021). Please note for security reasons it is important that you keep your SRN/HIN confidential.

Need help?

If you experience difficulty logging into the AGM using the AGM online platform, please contact Advance Share Registry on (+61 8) 9389 8033.

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LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

Important Note: Due to the ongoing COVID-19 pandemic and uncertainty regarding the level of travel restrictions around the time of the meeting, the Company has determined that Shareholders will only be able to attend and participate in the meeting through an online platform provided by Advanced Share Registry.

2021 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Balkan Mining And Minerals Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, OR Meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be held virtually on 23 November 2021 at 3:30 pm (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions For Against	Abstain*
	1 Adoption of Remuneration Report ◼ ◼	◼
STEP 2	2 Election of Mr Sean Murray as a Director ◼ ◼ 3 Election of Mr Milos Bosnjakovic as a Director ◼ ◼ 4 Re-election of Mr Luke Martino as a Director ◼ ◼ 5 Auditor Appointment ◼ ◼	◼ ◼ ◼ ◼
	6 Approval of 7.1A Mandate ◼ ◼	◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. 
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
	remittance, and selected announcements.

BALKAN MINING AND MINERALS LIMITED - ANNUAL GENERAL MEETING

Due to the ongoing COVID-19 pandemic and uncertainty regarding the level of travel restrictions around the time of the meeting, the Company has determined that Shareholders will only be able to attend and participate in the meeting through an online platform provided by Advanced Share Registry.

To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to attend the Meeting and vote online. Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.

Shareholders may submit questions ahead of the Meeting via the portal.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 3:30 pm (WST) on 21 November 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) Return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.