BCI MINERALS LIMITED — Proxy Solicitation & Information Statement 2021

Nov 17, 2021

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18 November 2021

Dear Shareholder

NOTICE OF GENERAL MEETING AND PROXY FORM

BCI Minerals Limited (ASX:BCI) ( Company ) is holding a General Meeting of shareholders on Monday, 20 December 2021 at 10.00am (AWST) virtually at https://web.lumiagm.com/367385908 ( Meeting ).

In accordance with section 253RA(2) of the Corporations Act 2001 (Cth) ( Corporations Act ) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth)), the Company will not be dispatching physical copies of the Notice of General Meeting ( Notice ). Instead, a copy of the Notice is available at the following link and has also been lodged on the Australian Securities Exchange ( ASX ) - https://www.bciminerals.com.au/investors/asx-announcements/2021.html.

PARTICIPATING IN THE VIRTUAL MEETING

Shareholders can attend, vote, ask questions and make comments at the Meeting from their computer or mobile device, by entering the following URL address in your web browser: https://web.lumiagm.com/367385908.

The online Meeting platform will allow shareholders to hear from the Chairman, vote and ask questions (in writing or verbally) in real-time.

Important information: To participate and vote online you will need your shareholder number (HIN or SRN, as applicable) and postcode. To participate online, shareholders should register at least 15 minutes before the meeting.

LODGING YOUR PROXY

Shareholders can lodge their proxy vote by going to www.investorvote.com.au and logging in with the meeting ID, your unique shareholder identification number and postcode (or country for overseas residents), which you can find on your enclosed personalised proxy form. Shareholders are also encouraged to provide an email address in order to receive electronic communication from the Company in the future.

Proxy Forms must be received by 10.00am (AWST) on Saturday, 18 December 2021 , being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

If you have any difficulties obtaining a copy of the Notice, please contact the Company’s share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

Yours faithfully

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Brian O’Donnell Chairman BCI Minerals Limited

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

BCI

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 10:00am (AWST) on Saturday, 18 December 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:

SRN/HIN:

PIN:

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/au and select "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

I ND

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

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of BCI Minerals Limited hereby appoint the Chairman OR of the Meeting

Please mark to indicate your directions

XX

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 General Meeting of BCI Minerals Limited to be held virtually on Monday, 20 December 2021 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

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

Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)	Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)	Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)	Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)	Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)	Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)	Resolution 1 Proposed issue of Shares to Wroxby (substantial Shareholder)
Resolution 2 Proposed issue of Shares to Placees
Resolution 3 Proposed Issue of Shares to AustralianSuper
Resolution 4 Proposed Issue of the Series 1 Convertible Notes to AustralianSuper
Resolution 5 Proposed issue of the Series 2 Convertible Notes and Series 3 Convertible Notes to AustralianSuper
Resolution 6 Proposed Issue of SPP Shares to the Underwriter or AustralianSuper

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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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
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