BOWEN COKING COAL LIMITED — AGM Information 2021

Oct 31, 2021

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1 November 2021

ASX ANNOUNCEMENT

Notice of Annual General Meeting

Dear Shareholder,

On behalf of the Board, I am pleased to invite you to Bowen Coking Coal’s Annual General Meeting (“AGM”) to be held at Level 35, Waterfront Place, 1 Eagle St, Brisbane on 30 November 2021 at 10.00am (AEST).

In light of the COVID-19 pandemic and social distancing restrictions, the meeting will also be held online and the Company encourages Shareholders to attend the AGM online.

In accordance with temporary modifications to the Corporations Act under the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Notice of Meeting and accompanying Explanatory Statement are being made available to shareholders electronically via the Company’s website or the ASX market announcements platform (ASX code “BCB”).

To view the Notice of Meeting, and the Company’s 2021 Annual Report, please visit the Company’s website at https://www.bowencokingcoal.com.au/upcomingagm

Shareholders can attend the AGM online at the following link: https://agmlive.link/BCB21

If you have problems accessing this service, please contact our share registry, Link Market Services on +61 1300 554 474 or email registrars@linkmarketservices.com.au.

Further information on how to participate and vote virtually is set out in the Notice of Meeting and the Online Platform Guide at https://www.bowencokingcoal.com.au/upcomingagm

The Board of the Company has authorised the release of this announcement to the market. For further information please contact:

Duncan Cornish Company Secretary +61 (07) 3191 8413

Sam Aarons Investor Relations +61 418 906 621

Level 7, 167 Eagle Street Brisbane Queensland 4000 GPO Box 1465 Brisbane Qld 4000 ACN: 064 874 620

ACN: 064 874 620 T: +61 (0) 7 3191 8413 info@bowencokingcoal.com ASX: BCB

bowencokingcoal.com

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Bowen Coking Coal Limited ABN 72 064 874 620

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

Date of meeting: 30 November 2021

Time of meeting: 10.00am AEST

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

This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEST) on 28 November 2021.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (07) 3212 6299.

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BUSINESS OF THE ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of Shareholders of Bowen Coking Coal Limited ABN 72 064 874 620 ( Company ) will be held online (see further details below) and at Level 35, Waterfront Place, 1 Eagle St, Brisbane on 30 November 2021 at 10.00am (AEST). In light of the COVID-19 pandemic and social distancing restrictions, the Company encourages Shareholders to attend the General Meeting online.

Terms used in this Notice of Meeting are defined in the Glossary forming part of the Explanatory Statement. The Explanatory Statement and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting.

A copy of this Notice and the Explanatory Statement which accompanies this Notice has been lodged with the Australian Securities & Investments Commission ( ASIC ) in accordance with Section 218 of the Corporations Act.

INSTRUCTIONS FOR ATTENDANCE AT MEETING & VOTING

Shareholders can attend the General Meeting online at the following link: https://agmlive.link/BCB21

The Company’s Share Registry recommends logging onto our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

• Enter https://agmlive.link/BCB21 into a web browser on your computer or online device;

• Shareholders will need their Shareholder Reference Number or Holder Identification Number, which is printed at the top of the Voting Form; and

• Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

Shareholders are encouraged to participate in the General Meeting virtually via the Company’s virtual General Meeting platform at https://agmlive.link/BCB21 or via the appointment of a proxy.

Further information on how to participate and vote virtually is set out in this Notice and the Online Platform Guide at https://www.bowencokingcoal.com.au/upcomingagm.

DISCUSSION & SHAREHOLDER QUESTIONS

Discussion will take place on all items of business to be considered at the General Meeting.

All Shareholders will have a reasonable opportunity to ask questions during the General Meeting via the virtual General Meeting platform.

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

• all Shareholder questions should be stated clearly and should be relevant to the business of the Meeting;

• if a Shareholder has more than one question on an item of business, all questions should be asked at the one time; and

• Shareholders should not ask questions at the Meeting relating to any matters that are personal to the Shareholder or commercial in confidence.

Shareholders who prefer to register questions in advance of the General Meeting are invited to do so. A Shareholder Question Form is also available on the Company’s website: https://www.bowencokingcoal.com.au/upcomingagm. Written questions must be received by the Company or Link Market Services Limited by 5pm on 28 November 2021, and can be submitted online, by mail, by fax or in person (as set out on the top of the Shareholder Question Form).

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ORDINARY BUSINESS

Reports and Accounts

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

No resolution is required to be passed on this item.

1. Resolution 1 – Adoption of Remuneration Report (Non-Binding)

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

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

Short Explanation

The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

2. Resolution 2 – Re-Election of Neville Sneddon

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

“That, for the purposes of clause 14.2 of the Constitution, ASX Listing Rules 14.4 and 14.5 and for all other purposes, Neville Sneddon, a Director, retires and being eligible, is re-elected as a Director.”

3. Resolution 3 – Re-Election of Nicholas Jorss

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

“That, for the purposes of clause 14.2 of the Constitution, ASX Listing Rules 14.4 and 14.5 and for all other purposes, Nicholas Jorss, a Director, retires and being eligible, is re-elected as a Director.”

4. Resolution 4 – Non-Executive Director remuneration pool

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

“That, for the purpose of Listing Rule 10.17 and clause 14.7 of the Constitution and for all other purposes, the total remuneration pool available for remuneration to Non-Executive Directors of the Company, as remuneration for their services, be increased from $300,000 to $500,000 per year.”

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5. Resolution 5A – Ratification of previous issue of Shares under Listing Rule 7.1 to investors introduced by Petra Capital in August 2021

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

“That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 92,783,731 fully paid ordinary shares in the Company ( August 2021 Placement Shares ) previously issued under the Company's Listing Rule 7.1 (15%) issue capacity, on the terms and conditions set out in the Explanatory Statement.”

Resolution 5B – Ratification of previous issue of Shares under Listing Rule 7.1A to investors introduced by Petra Capital in August 2021

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

“That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 56,470,000 fully paid ordinary shares in the Company ( August 2021 Placement Shares ) previously issued under the Company's Listing Rule 7.1A (additional 10%) issue capacity, on the terms and conditions set out in the Explanatory Statement.”

6. Resolution 6 – Ratification of issue of Fee Options to Ilwella Pty Ltd

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

“That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue of 21,000,000 Options to Ilwella Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

7. Resolution 7 – Approval for the issue of Fee Options to Petra Capital

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue of 5,821,000 Options to Petra Capital, as described in the accompanying Explanatory Statement, be approved"

8. Resolution 8 – Approval for the issue of Fee Options to Matthew Latimore

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

“That under and for the purposes of Listing Rules 10.11 and for all other purposes, the Company is authorised to issue 3,179,000 Options to Mr Matthew Latimore, a Director of the Company, or his nominee, on the terms and conditions set out in the accompanying Explanatory Statement.”

9. Resolution 9 – Issue of Options to Nicholas Jorss

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

“That under and for the purposes of Listing Rules 10.11, section 195(4) and Chapter 2E of the Corporations Act and for all other purposes, the Company is authorised to issue 10,000,000 Options to Mr Nicholas Jorss, a Director of the Company, on the terms and conditions set out in the accompanying Explanatory Statement.”

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10. Resolution 10 – Issue of Options to Gerhard Redelinghuys

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

“That under and for the purposes of Listing Rules 10.11, section 195(4) and Chapter 2E of the Corporations Act and for all other purposes, the Company is authorised to issue 15,000,000 Options to Mr Gerhard Redelinghuys, a Director of the Company, on the terms and conditions set out in the accompanying Explanatory Statement.”

11. Resolution 11 – Issue of Options to Neville Sneddon

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

“That under and for the purposes of Listing Rules 10.11, section 195(4) and Chapter 2E of the Corporations Act and for all other purposes, the Company is authorised to issue 3,000,000 Options to Mr Neville Sneddon, a Director of the Company, on the terms and conditions set out in the accompanying Explanatory Statement.”

12. Resolution 12 – Issue of Options to Matthew Latimore

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

“That under and for the purposes of Listing Rules 10.11, section 195(4) and Chapter 2E of the Corporations Act and for all other purposes, the Company is authorised to issue 3,000,000 Options to Mr Matthew Latimore, a Director of the Company, on the terms and conditions set out in the accompanying Explanatory Statement.”

13. Resolution 13 – Issue of Options to Duncan Cornish

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, the Company is authorised to issue 3,000,000 Options to Mr Duncan Cornish on the terms and conditions set out in the accompanying Explanatory Statement."

SPECIAL BUSINESS

14. Resolution 14 - Approval of 10% Placement Capacity

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the accompanying Explanatory Statement.”

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VOTING EXCLUSIONS:

Resolutions 1, 4, 9, 10, 11, 12 and 13

Section 250BD of the Corporations Act

The Company will disregard any votes cast on Resolutions 1, 4, 9, 10, 11, 12 and 13 by a Director or on behalf of “Key Management Personnel” (as defined in the Accounting Standards as published by the Australian Accounting Standards Board) and their “closely related parties”.

Key Management Personnel ( KMP ) are the Company’s Directors and Executives identified in the Company’s Remuneration Report. A closely related party of a KMP means a spouse or child of the KMP, a child of the KMP’s spouse, a dependent of the KMP or the KMP’s spouse and anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealings with the Company or a company the KMP controls ( Closely Related Party ).

However, the Company need not disregard a vote 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 the resolution; or (b) the voter is the Chair and the appointment of the Chair expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 4

Listing Rules 10.17 and 14.11

In addition to the voting exclusion statement above relating to Section 250BD of the Corporations Act, pursuant to Listing Rules 10.17 and 14.11, the Company will disregard any votes cast on Resolution 4 by a Director or an associate of any Director.

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

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

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution 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 the resolution; and

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

Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act, a vote on Resolution 4 must not be cast by or on behalf of the person to whom is it proposed to confer a financial benefit pursuant to Resolutions 4 or their associates.

However, this does not prevent the casting of a vote on Resolution 4 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed Resolution and it is not cast on behalf of a person referred to above who is prohibited from voting.

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Resolutions 5 (including 5A and 5B) and 6

The Company will disregard any votes cast on Resolutions 5 (including 5A and 5B) and 6 by any person who participated in each issue. However, the Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• (a) the named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons.

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

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

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution 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 the resolution; and

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

Resolutions 7 and 13

The Company will disregard any votes cast on Resolutions 7 and 13 by 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 entity), and any of their associates.

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

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

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution 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 the resolution; and

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

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Resolutions 8, 9, 10, 11 and 12

Listing rule 10.11

The Company will disregard any votes cast on Resolutions 8 to 12 by any person who is expected to receive securities the subject of the relevant Resolution and any person who will obtain a material benefit as a result of the proposed issue, except a benefit solely in the capacity of a Shareholder, if the resolution is passed, and any of their associates.

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

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

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution 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 the resolution; and

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

Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act, a vote on Resolutions 8 to 12 must not be cast by or on behalf of the person to whom is it proposed to confer a financial benefit pursuant to Resolutions 8 to 12, or their associates.

However, this does not prevent the casting of a vote on Resolutions 8 to 12 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed Resolution and it is not cast on behalf of a person referred to above who is prohibited from voting.

Resolution 14

The Company will disregard any votes cast on Resolution 14 by any 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 entity), and any of their associates.

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

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

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution 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 the resolution; and

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

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IMPORTANT INFORMATION ABOUT VOTING ON THE RESOLUTIONS

All Resolutions will be by Poll

In accordance with clauses 13.16 and 13.17 of the Company’s Constitution, the Chair intends to call a poll on each of the Resolutions proposed at the Meeting. Each Resolution considered at the Meeting will therefore be conducted by a poll, rather than on a show of hands. The Chair considers voting by poll to be in the interests of the Shareholders as a whole and is a way to ensure the views of as many Shareholders as possible are represented at the Meeting.

How to vote

Shareholders may vote by:

• (a) Using the online platform. We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

• (i) Enter https://agmlive.link/BCB21 into a web browser on your computer or online device;

• (ii) Securityholders will need their Securityholder Reference Number or Holder Identification Number, which is printed at the top of the Voting Form; and

• (iii) Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

Online voting will be open between the commencement of the Meeting at 10.00 am (AEST) on 30 November 2021 and the time at which the Chair announces the closure of voting.

More information about online participation in the Meeting is available in the Online Platform Guide at https://www.bowencokingcoal.com.au/upcomingagm

• (b) Appointing a proxy to attend and vote on their behalf, using the enclosed Proxy Form.

Voting by proxy

A member who is entitled to vote at the Meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; or

• (b) two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one half of the votes, in which case any fraction of votes will be discarded.

A proxy need not be a member of the Company.

If you require an additional Proxy Form, please contact the Share Registry, Link Market Services Limited, on 1300 554 474, which will supply it on request.

The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Share Registry, Link Market Services Limited, no later 28 November 2021 at 10.00am (AEST) (that is, at least 48 hours before the meeting). Proxies received after this time will not be accepted. Instructions for completing the Proxy Form are outlined on the form, which may be returned by:

• (a) posting it in the reply-paid envelope provided;

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• (b) posting it to Bowen Coking Coal Limited C/– Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235;

• (c) hand delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000;

• (d) faxing it to Link Market Services Limited on fax number (02) 9287 0309;

• (e) lodging it online at linkmarketservices.com.au in accordance with the instructions provided on the website. You will need your Holder Identification Number (HIN) or Security Reference Number (SRN) to lodge your Proxy Form online.

Proxies given by corporate Shareholders must be executed in accordance with their Constitutions or signed by a duly authorised attorney.

A proxy may decide whether to vote on any motion except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as a proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote how he or she thinks fit.

The Constitution provides that a Proxy Form issued by the Company may provide that where the appointment of a proxy has not identified the person who may exercise it, the appointment will be deemed to be given in favour of the Chair of the meeting to which it relates or to such other person as the Board determines.

If a Shareholder appoints the Chair of the meeting as the Shareholder’s proxy and does not specify how the Chair is to vote on an item of business, the Chair will vote, as a proxy for that Shareholder, in favour of the item on a poll.

Dated: 28 October 2021

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By order of the Board Gerhard Redelinghuys Managing Director

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions to be put to Shareholders at the Annual General Meeting to be held online (see further details in the Notice of Meeting) and at Level 35, Waterfront Place, 1 Eagle Street, Brisbane on 30 November 2021 at 10.00am (AEST).

The Notice of Meeting, which is also enclosed, sets out details of proposals concerning the Resolutions to be put to Shareholders.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions.

Unless otherwise defined, terms used in this Explanatory Statement are defined in the Glossary forming part of this Explanatory Statement.

Financial Statements and Reports

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s 2021 Annual Report to Shareholders unless specifically requested to do so. The Company’s 2021 Annual Report is available on its website at www . bowencokingcoal . com . au .

1. Resolution 1 – Adoption of Remuneration Report (Non-Binding)

1.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Company or the Directors of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the General Meeting.

1.2 Voting Consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, 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.

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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.

1.3 Previous Voting Results

At the Company’s previous annual general meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

1.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy:	Youmust direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the votes on this Resolution.
If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member):	Youdo not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you are taken to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel. The Chair intends to vote undirected proxies in favour of all Resolutions.
If you appoint any other person as your proxy:	Youdo not need to direct your proxy how to vote on this Resolution.

2. Resolution 2 – Re-Election of Neville Sneddon

2.1 Background

Clause 14.2 of the Constitution provides that at the annual general meeting one-third of the Directors for the time being shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election. A retiring Director is eligible for re-election.

Pursuant to Resolution 2, Neville Sneddon is retiring under Clause 14.2 of the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

2.2 Qualifications and other material directorships

Mr Sneddon is a mining engineer with over 40 years’ experience in most facets of the Queensland and NSW resource sectors. As the recently retired Chairman of Stanmore Coal Ltd, Mr Sneddon brings substantial Board and industry knowledge to the Company. He has developed and operated both underground and open cut mines working for Coal & Allied in the Hunter Valley and from 1997, worked in a senior role in the NSW Mines Inspectorate, covering operations in all forms of mining in the state.

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Moving to Queensland in 1999, Mr Sneddon accepted the position of Chief Operating Officer with Shell Coal which was acquired by Anglo American’s Australian coal operations the following year. Leaving as CEO in 2007, he held several Board positions with mining and infrastructure companies including Chairman of the operating company at Dalrymple Bay Coal Terminal near Mackay and director of Port Waratah Coal Services, a major coal export facility at Newcastle.

Mr Sneddon has also been a member of the Boards of the Queensland, NSW and National Mining Councils. His expertise has been sought by several government committees such as the NSW Mine Subsidence Board, NSW Mines Rescue Board, Queensland Ministerial Coal Mine Safety Advisory Committee and the joint federal/state advisory committee which is developing nationally consistent mining safety legislation.

Mr Sneddon was appointed as a non-executive Director on 12 December 2018 and is considered to be an independent Director.

2.3 Directors’ Recommendation

The Directors, other than Mr Sneddon, recommend the re-election of Neville Sneddon.

3. Resolution 3 – Re-Election of Nicholas Jorss

3.1 Background

Please refer to section 2.1 above.

Pursuant to Resolution 3, Nicholas Jorss is retiring under Clause 14.2 of the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

3.2 Qualifications and other material directorships

Mr Jorss served on Stanmore Coal Ltd’s board from its formation in June 2008 through to 26 November 2016. He has over 20 years’ experience in investment banking, civil engineering, corporate finance and project management. Mr Jorss was instrumental in the success of Stanmore Coal Ltd, which currently has a market value of around $225 million. As the Founding Managing Director, Mr Jorss led Stanmore’s growth from a coal exploration company to a profitable, mid-tier producer. In his prior roles in investment banking (as a director of Pacific Road Corporate Finance), he has been involved in leading advisory mandates with corporate, government and private equity clients across industry sectors ranging from resources to infrastructure.

Prior to this, Mr Jorss was an engineer with Baulderstone Hornibrook, where he delivered significant infrastructure and resource projects over a period of approximately eight years. Mr Jorss is a founding shareholder and director of St Lucia Resources, Konstantin Resources, Ballymore Resources and Wingate Capital. He was previously a director of Kurilpa Uranium, Vantage Private Equity Growth, Vantage Asset Management and WICET Holdings Pty Ltd.

Mr Jorss holds a Bachelor with Honours in Civil Engineering from the University of Queensland, a Master of Business Administration from the University of NSW (AGSM) and a Graduate Diploma of Applied Finance and Investment.

Mr Jorss was appointed as a non-executive Director on 12 December 2018, was subsequently appointed Executive Chairman in February 2021 and is a substantial Shareholder (currently with a relevant interest of approximately 5.45% in the Company). As such, the Board does not consider Mr Jorss to be an independent Director.

3.3 Directors’ Recommendation

The Directors, other than Mr Jorss, recommend the re-election of Nicholas Jorss.

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4. Resolution 4 – Increase to non-executive Director remuneration pool

4.1 Constitution and Listing Rules

Under clause 13.7 of the Company’s Constitution and ASX Listing Rule 10.17, the maximum aggregate amount that the Company may pay non-executive Directors for their services to the Company in any year may not exceed the Shareholder approved maximum ( Remuneration Pool ). Presently, this maximum is set at $300,000.

4.2 Background

Shareholder approval is being sought to increase the Remuneration Pool to $500,000 per annum, representing a $200,000 increase in the Remuneration Pool.

The current Remuneration Pool for Directors of $300,000 was set in the Company's Constitution adopted in 2017. The Company pays Board and superannuation contributions to the non-executive Directors out of this Remuneration Pool.

Details of the amounts paid to each Director for the year ended 30 June 2021 are set out in the Remuneration Report section of the Annual Report.

For the purposes of Listing Rule 10.17, the Company has issued the following Equity Securities in the form of Options to non-executive Directors under Listing Rules 10.11 or 10.14 in the 3 years before the date of this Notice:

Recipient	Issue Date	Expiry	Exercise Price	Number
Neville Sneddon	31 May 2019	30 June 2021, or 3 months from ceasing employment or engagement with the Company	$0.0338	3,500,000
Steve Formica*	31 May 2019	30 June 2021, or 3 months from ceasing employment or engagement with the Company	$0.0338	2,100,000
James Agenbag*	31 May 2019	30 June 2021, or 3 months from ceasing employment or engagement with the Company	$0.0338	2,100,000
Matt Latimore	11 November 2020	31 December 2022, or 3 months from ceasing employment or engagement with the Company	$0.07	2,100,000

*Director resigned 31 October 2020

The Board considers that this increase in the Remuneration Pool is necessary to provide for increases to the remuneration payable to the non ‐ executive Directors and any additional non ‐ executive Directors who might join the Board, to reflect the appropriate level of remuneration required to attract and retain directors with the necessary skills and experience for the Board. The Board periodically reviews Director fees.

It is important to note that whilst the Company is seeking approval to increase the maximum amount that ‐ may potentially be payable to non executive Directors, the Board anticipates that the maximum payment limit will not be reached in the short term.

4.3 Directors' recommendation

Given the interests of the Directors in this item, the Board makes no recommendation in relation to Resolution 4.

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5. Resolutions 5A and 5B – Ratification of previous issue of Shares to investors introduced by Petra Capital in August 2021

5.1 Background

On 4 August 2021, the Company announced its acquisition of the Burton Mine and Lenton Project. It also announced a $15.4 million capital raising managed by Petra Capital, comprised of a $10 million placement ( August 2021 Placement ) and a $5.4 million fully underwritten rights issue ( Rights Issue ) at $0.067 per Share.

The announcement noted that the Shares to be issued pursuant to the August 2021 Placement ( August 2021 Placement Shares ) would be issued using the Company's issue capacity under Listing Rules 7.1 (namely, 92,783,731 Shares) (the subject to Resolution 5A) and 7.1A (namely, 56,470,000 Shares) (the subject of Resolution 5B) (jointly, the Issue ).

5.2 ASX Listing Rules

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.

As set out in section 11.1, Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of their issued share capital through placements over a 12 month period after the annual general meeting at which approval was given by shareholders by Special Resolution ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the Company’s 15% issue capacity under Listing Rule 7.1. The Company obtained such approval at its annual general meeting in 2020 and consequently, issued 56,470,000 of the August 2021 Placement Shares using the 10% Placement Facility.

The Issue the subject to Resolution 5A does not fit within any of the exceptions in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, effectively uses up part of the 15% limit under Listing Rule 7.1, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

Similarly, the Issue the subject of Resolution 5B used up the Company's additional 10% Placement Facility under Listing Rule 7.1A.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A. To this end, Resolutions 5A and 5B seek Shareholder approval to the Issue under and for the purposes of Listing Rule 7.4.

If Resolution 5A is passed, the Issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If resolution 5A is not passed, the Issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 5B is passed, the Issue will be excluded in calculating the Company's additional 10% issue capacity under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

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If Resolution 5B is not passed, the Issue will be included in calculating the Company's additional 10% capacity under Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval unless and until the 10% Placement Capacity is approved.

5.3 Information required under Listing Rule 7.5

For Shareholders to ratify an issue of Equity Securities under Listing Rule 7.4, the Company must provide the following information pursuant to Listing Rule 7.5 in relation to Resolutions 5A and 5B:

The names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified or selected	Resolutions 5A and 5B: Ilwella Pty Ltd and sophisticated and other exempt investors introduced to the Company by Petra Capital in August 2021 to whom, under section 708 of the Corporations Act, a disclosure document under Chapter 6D of the Corporations Act was not required to be given. None were related parties or KMP (or Closely Related Parties) of the Company at the time of the August 2021 Placement
The number and class of securities the entity issued or agreed to issue and their material terms of issue	Resolution 5A: 92,783,731; and Resolution 5B: 56,470,000, fully paid ordinary shares ranking equally with all other Shares on issue
The date or dates on which the securities were issued	Resolutions 5A and 5B: 10 August 2021
The price or other consideration the entity has received or will receive for the issue	Resolutions 5A and 5B: $0.067 per Share
The purpose of the issue, including the use or intended use of any funds raised by the issue	Resolutions 5A and 5B: To fund (in part) the acquisition of the Burton Mine and Lenton Project
A voting exclusion statement	Resolutions 5A and 5B: A voting exclusion statement has been included in the attached Notice of General Meeting

5.4 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of this Resolution. The Board recommends that Shareholders vote in favour of Resolutions 5A and 5B as it will enable the Company to have flexibility in respect of future capital raising activities.

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6. Resolution 6 – Ratification of issue of Fee Options to Ilwella Pty Ltd

6.1 Background to Resolution 6

The Rights Issue announced on 4 August 2021 (referred to in Section 5.1 above) was jointly underwritten by Ilwella Pty Ltd ( Ilwella ) (70%) and Matt Latimore (30%), a Director through Latimore Family Pty Ltd ACN 610 067 395 ( Latimore ), an entity controlled by him. In consideration of their respective undertakings to manage the $15.4 million capital raising and underwrite the Rights Issue, the Company agreed to issue 30 million Options ( Fee Options ), allocated proportionately to:

• (a) Petra Capital for acting as lead manager of the Placement ( Placement Fee Options ) (pursuant to a Lead Manager Mandate);

• (b) Ilwella, pursuant to the Lead Manager Mandate (as a result of an agreement between Ilwella and Petra reflected in the Lead Manager Mandate); and

• (c) Ilwella and Matthew Latimore for acting as joint underwriters of the Rights Issue ( Underwriting Fee Options ) (pursuant to a Joint Underwriting Agreement).

Then table below summarises the allocation of Fee Options:

Fee Options	Allocation
Underwriting Fee Options pursuant to the Joint Underwriting Agreement	Ilwella: 7,420,000
	Latimore: 3,179,000
Placement Fee Options pursuant to the Lead Manager Mandate	Ilwella: 13,580,000
	Petra Capital: 5,821,000

All Fee Options have an exercise price of $0.10 and expire 36 months from the date of their issue. The Company’s share price traded between $0.066 and $0.083 during the five trading days prior to the announcement of the capital raising (placement and right issue).

The Company issued the above Fee Options allocated to Ilwella (totalling 21,000,000 Options) using its existing issue capacity under Listing Rule 7.1. The Underwriting Fee Options to be issued to Latimore (3,179,000 Options) will be issued subject to obtaining Shareholder approval (see resolution 8) and the Placement Fee Options to be issued to Petra Capital (5,821,000 Options) will be issued subject to obtaining Shareholder approval (see resolution 7) or when the Company has sufficient placement capacity under Listing Rule 7.1.

Please refer to section 5.2, which also applies to Resolution 6 in relation to the issue of the Fee Options to Ilwella.

6.2 Information required under Listing Rule 7.5

For Shareholders to ratify an issue of Equity Securities under Listing Rule 7.4, the Company must provide the following information pursuant to Listing Rule 7.5:

	Resolution 6
The names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified or selected	Ilwella Pty Ltd

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The number and class of securities the entity issued or agreed to issue and their material terms of issue	21,000,000 Fee Options (consisting of 7,420,000 Underwriting Fee Options and 13,580,000 Placement Fee Options). The Fee Options are unquoted, are exercisable at $0.10 and expire 36 months from the date of issue
The date or dates on which the securities were issued	10 August 2021
The price or other consideration the entity has received or will receive for the issue	Nil cash, receipt of underwriting services
Summary of any other material terms of the agreement under which the securities were issued	The Fee Options were issued pursuant to the Joint Underwriting Agreement, the key terms of which are set out in section 8.1 and the Lead Manager Mandate, the key terms of which required Petra Capital as lead manager to manage the August 2021 Placement
A voting exclusion statement	A voting exclusion statement has been included in the attached Notice of General Meeting

6.3 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of this Resolution. The Board recommends that Shareholders vote in favour of this Resolution 6 as it will enable the Company to have flexibility in respect of future capital raising activities.

7. Resolution 7 – Approval for the issue of Fee Options to Petra Capital

7.1 Background

Refer to section 6.1 for the circumstances pertaining to Resolution 7, which seeks approval of Shareholders for the issue of Placement Fee Options to Petra Capital in relation to its lead management services for the August 2021 Placement.

7.2 ASX Listing Rules

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 shares it had on issue at the start of that period.

The issue of Placement Fee Options to Petra Capital ( Issue ) does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's Shareholders under Listing Rule 7.1.

Resolution 7 seeks the required Shareholder approval to the Issue under and for the purposes of Listing Rule 7.1.

If resolution 7, is passed, the Company will be able to proceed with the Issue and perform its obligation to Petra Capital. In addition, the Issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If resolution 7 is not passed, the Company will not be able to proceed with the Issue and the Company will be compelled to seek a commercial resolution with Petra Capital to compensate Petra Capital for its services pertaining to the August 2021 Placement and the Rights Issue, for example by a payment in cash.

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To this end, resolution 7 seeks Shareholder approval to the Issue under and for the purposes of Listing Rule 7.1.

7.3 Information required under the Listing Rule 7.3:

For Shareholders to approve an issue of Equity Securities under Listing Rule 7.1, the Company must provide the following information pursuant to Listing Rule 7.3:

Name of person to whom Options will be issued	Petra Capital Pty Ltd or its nominee/s
Number and class of securities to be issued	5,821,000 Placement Fee Options
Summary of the material terms of the securities	All Fee Options have an exercise price of $0.10 and expire 36 months from the date of their issue
Date of issue	The Fee Options will be issued no later than 3 months after the Meeting
Issue price of securities	Nil cash, issued in consideration of services
Purpose of the issue	To comply with the Company's obligation to remunerate Petra Capital for acting as lead manager of the August 2021 Placement
Summary of any other material terms of the agreement under which the securities were issued	The Placement Fee Options were issued pursuant a Lead Manager Mandate, the key terms of which required Petra Capital as Lead Manager to manage the August 2021 Placement
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting

7.4 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of this Resolution. The Board recommends that Shareholders vote in favour of this Resolution 7 as it will enable the Company to have flexibility in respect of future capital raising activities.

8. Resolution 8 – Approval for the issue of Fee Options to Matthew Latimore

8.1 Background

Refer to section 6.1 in relation to the background to the proposed issue of Underwriter (and other) Fee Options. The Joint Underwriting Agreement pursuant to which Ilwella and Latimore agreed to underwrite the Rights Issue provided for Latimore to underwrite 30% of the Rights Issue (with the other 70% being underwritten by Ilwella). In consideration of those services, the Company agreed to issue 7,420,000 Underwriting Fee Options to Ilwella (the subject of Resolution 6) and 3,179,000 Underwriting Fee Options to Matthew Latimore. The latter are the subject of Resolution 8.

8.2 Regulatory issues

Related Party Transactions and the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party unless either :

• (a) the giving of the financial benefit falls within one of the exceptions to the relevant provisions of the Corporations Act; or

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• (b) prior Shareholder approval is obtained to the giving of the financial benefit.

As a Director, Matthew Latimore is a related party of the Company for the purposes of Chapter 2E of the Corporations Act. The issue of Underwriter Fee Options to Matthew Latimore constitutes a "financial benefit" as defined in the Corporations Act (section 229).

One of the exceptions contemplated in paragraph (a) above is Section 210 of the Corporations Act, which provides an exception to obtaining Shareholder approval for giving a financial benefit to a related party under Chapter 2E, if the financial benefit is given on " arm's length " terms.

The Underwriter Fee Options proposed to be issued to Matthew Latimore are on terms equivalent to those offered to Ilwella, a party that is arm's length to the Company. The Directors (Mr Latimore abstaining) therefore consider that the arm's length exception set out in section 210 of the Corporations Act, applies. The Directors have therefore formed the view that Resolution 8 does not require Shareholder approval pursuant to section 208 of the Corporations Act.

ASX Listing Rule 10.11

The Company is proposing to issue 3,179,000 Underwriting Fee Options to Matthew Latimore (the Issue ).

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) 10.11.1 - a related party;

• (b) 10.11.2 - 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) 10.11.3 - a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) 10.11.4 - an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• (e) 10.11.5 - a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Issue falls within Listing Rule 10.11.1 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 Issue under and for the purposes of Listing Rule 10.11.

If Resolution 8 is passed, the Company will be able to proceed with the Issue and perform its obligations under the Joint Underwriting Agreement.

If Resolution 8 is not passed, the Company will not be able to proceed with the Issue and will have to seek a commercial resolution with Mr Latimore concerning consideration for services provided pursuant to the Joint Underwriting agreement, for example by a payment in cash.

8.3 Information required under Listing Rule 10.13

For Shareholders approve an issue of Equity Securities under Listing Rule 10.11, the Company must provide the following information pursuant to Listing Rule 10.13:

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Name of person to whom securities will be issued	Mr Matthew Latimore
Which category in Listing Rules 10.11.1– 10.11.5 the person falls within and why	10.11.1 - Mr Latimore is a Director
Number and class of securities to be issued	3,179,000 Underwriter Fee Options
Summary of the material terms of the securities	The Underwriter Fee Options have an exercise price of $0.10 and expire 36 months from the date of their issue
Date of issue	The Underwriter Fee Options will be issued within 1 month of the Meeting
Issue Price	The Options are issued for nil cash in consideration of services provided pursuant to the Joint Underwriting Agreement
Purpose of the issue	Remuneration for Underwriting Services provided pursuant to the Joint Underwriting Agreement
Summary of any other material terms of the agreement under which the securities were issued	The Fee Options were issued pursuant to the Joint Underwriting Agreement, the key terms of which are set out in section 8.1
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting

8.4 Directors' recommendation

The Directors (with Mr Latimore abstaining) recommend that Shareholders vote in favour of this Resolution 8. As Mr Latimore is interested in the outcome of Resolution 8, he accordingly makes no recommendation to Shareholders in respect of this Resolution.

9. Resolutions 9 to 12 - Issue of Options to Directors

9.1 Background

The Directors have resolved to refer to Shareholders for approval the issue of 31,000,000 Options to Directors on the terms and conditions set out in Schedule 2, as a long term incentive for the Directors.

The Directors undertook a benchmarking exercise to assist in determining the number and terms of the options proposed to be granted to each Director.

9.2 Proposed allocation of Options

It is proposed that the Directors will be issued Options, as follows:

Executive Directors:

Director	Options Offered
Resolution 9- Nicholas Jorss - Executive Chairman	10,000,000
Resolution 10- Gerhard Redelinghuys - Managing Director	15,000,000
Resolution 11- Neville Sneddon - Non-Executive Director	3,000,000

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3,000,000

Resolution 12 - Matthew Latimore - Non-Executive Director

9.3 Regulatory issues pertaining to the issue of Options to Directors

Related Party Transactions and the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party unless either :

• (a) the giving of the financial benefit falls within one of the exceptions to the relevant provisions of the Corporations Act; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

As Directors, each of Nicholas Jorss, Gerhard Redelinghuys, Neville Sneddon and Matthew Latimore are related parties of the Company for the purposes of Chapter 2E of the Corporations Act. The issue of Options to each of them constitutes a "financial benefit" as defined in the Corporations Act (section 229).

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act may not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Options pursuant to each of Resolutions 9 to 12.

Section 195(4) of the Corporations Act

Section 195(4) of the Corporations Act provides that:

• (a) a director of a public company may not vote or be present during meetings of directors where matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances; and

• (b) if there are not enough directors to form a quorum for a directors meeting because of the restriction set out in section 195(1) of the Corporations Act, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued that all of the Directors comprising the Board have a material personal interest in the outcome of Resolutions 9 to 12, because these Resolutions are concerned with the issue of Options to all Directors. Accordingly, the Directors have exercised their right under section 195(4) of the Corporations act to put the issue to Shareholders to determine.

For the avoidance of doubt, Resolutions 9 to 12 are not inter-conditional.

ASX Listing Rule 10.11

The Company is proposing to issue the Options to each of the Directors, subject to Resolutions 9 to 12 respectively (the Issue ).

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) 10.11.1 - a related party;

• (b) 10.11.2 - 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) 10.11.3 - a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) 10.11.4 - an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

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• (e) 10.11.5 - a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Issue (as it relates to each of Resolutions 9 to 12 in turn) falls within Listing Rule 10.11.1 in each case and none fall within any of the exceptions in Listing Rule 10.12. Each of Resolutions 9 to 12 therefore requires the approval of the Company's Shareholders under Listing Rule 10.11.

Resolutions 9 to 12 each seek the required Shareholder approval to the Issue to the Director the subject of each such Resolution under and for the purposes of Listing Rule 10.11.

In relation to each of Resolutions 9 to 12, if each Resolution is passed, the Company will be able to proceed with the Issue and allocate Options to the relevant Directors as stated above, and the Issue will not be included in calculating the Company's capacity to issue Equity Securities equivalent to 15% of the Company's ordinary securities under Listing Rule 7.1. If any of Resolutions 9 to 12 is not passed, the Company will not be able to proceed with the relevant portion of the Issue to which that Resolution relates and will have to consider other means of remunerating and incentivising the relevant Director, such as cash remuneration.

9.4 Specific disclosure required pursuant to Chapter 2E of the Corporations Act relating to the offer of Options

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act, the following information is provided in relation to the proposed grant of Options:

• (a) ( Identity of the Related Parties ) the Related Parties who are receiving the financial benefits are the Directors mentioned in section 9.2 above.

• (b) ( Nature of the financial benefits ) the financial benefits concerned are Options to be issued on the terms set out in Schedule 2, the maximum number of which are set out in section 9.2 above.

Directors of public companies face considerable ongoing responsibilities and challenges in their roles. The grant of these Options serves to provide a medium-term incentive for each Director’s continuing and future efforts as a Director of the Company. The Directors consider that the Options are the most cost effective and efficient means to reward and align the interests of the Directors with the interests of all Shareholders. The Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered.

• (c) ( Terms and conditions of the Options constituting the financial benefits ) the terms and conditions of the Options are set out in Schedule 2.

• (d) ( Value of the financial benefits ) the value of the Options and the applicable pricing methodology, are set out in Schedule 1 to this Explanatory Statement, wherein the Options are valued as follows:

Director	Options Offered	Value of Options
Resolution 9 - Nicholas Jorss	10,000,000	$695,000
Resolution 10 - Gerhard Redelinghuys	15,000,000	$1,042,500
Resolution 11 - Neville Sneddon	3,000,000	$208,500
Resolution 12 - Matthew Latimore	3,000,000	$208,500

The (accounting) value of the options will be expensed immediately on issue, rather than spread over period to expiry (3 years). As noted above, a benchmarking exercise was undertaken to assist in determining the number and terms of the options proposed to be granted to each Director. It

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should be noted that the (accounting) value spread over the option life (3 years) was considered as part of that process.

(e) ( Director recommendation ) the Directors make no recommendations concerning Resolutions 9 to 12 for the reasons set out in section 9.6 below.

(f) ( Relevant interests of the Directors ) the interests of the Directors in Equity Securities of the Company as at the date of this Notice, are set out below (to avoid doubt, excluding Options the subject of Resolutions 9 to 12):

Director	Current Shares	% of total	Proposed Options	% total
		Shares on		Shares on
		issue		issue upon
				exercise of
				Proposed
				Options*
Nicholas Jorss	66,036,882	5.45%	10,000,000	1.24%
Gerhard Redelinghuys	127,237,358	10.50%	15,000,000	0.82%
Neville Sneddon	7,454,365	0.61%	3,000,000	0.25%
Matthew Latimore	171,922,455	14.16%	3,000,000	0.25%

• Note: Excludes Options already held by Directors

(g) ( Remuneration of Related Parties ) the following table shows the annual remuneration paid to Directors inclusive of superannuation for the past financial year ending 30 June 2021:

	Salary/Fees	Equity based	Total
Director	(incl. super)	payments
Nicholas Jorss	$127,879	Nil	$127,879
Gerhard Redelinghuys	$337,9781	Nil	$337,978
Neville Sneddon	$56,370	Nil	$56,370
Matthew Latimore	$37,800	Nil	$37,800

1 Includes $17,978 provision for leave entitlements

(h) ( Dilutionary effect of financial benefits ) if the Options granted to the Directors are exercised, a total of 31,000,000 Shares will be issued.

This will increase the number of Shares on issue from 1,212,179,962 to 1,243,179,962 (assuming that no other securities are exercised or other Shares are issued), with the effect that the Shareholding of existing Shareholders (other than the Directors) would be diluted by an aggregate of 2.49% (assuming the Directors do not exercise any existing Options on issue), comprised by 0.80% attributable to Options proposed to be issued to Nicholas Jorrs, 1.21% by Options proposed to be issued to Gerhard Redelinghuys, 0.24% by Options proposed to be issued to Neville Sneddon and 0.24% by Options proposed to be issued to Matthew Latimore.

(i) ( Price of Securities ) the trading history of the Shares on ASX in the 3 months before the date of this Notice is set out below:

Highest	Price	Date
	$0.22	7 October 2021

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Lowest	$0.0625	19 July 2021
Last	$0.185	14 October 2021

• (j) ( Opportunity costs and accounting treatment ) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Options upon the terms proposed. The Options granted to the Related Parties have been valued at $2,154,500 in aggregate (see Schedule 1), which will be immediately expensed in the Company’s Accounts;

• (k) ( Reasons for vote in favour of the Resolutions ) the Company considers that the following are reasons why Shareholders may vote in favour of Resolutions 9 to 12:

• (i) the Company is currently in the development phase of its growth, which means that it is not generating revenues or profits. As a result, the Company’s sources of funding are limited and it therefore needs to closely monitor its cash reserves and mitigate cash expenditure. Accordingly, the Company considers that a more appropriate way to remunerate its Directors is through equity-based incentives, such as the Options, the exercise price of which is considered an appropriate indicator for Director performance at the Company's current stage of growth;

• (ii) the grant of the Options is aimed at incentivising the Directors to grow the value of the Company by aligning the interests of the Related Parties with those of other Shareholders;

• (iii) the grant of the Options is aimed at assisting the Company to retain the services of the current Directors; and

• (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Options;

• (l) ( Reasons for vote against the Resolutions ) the Company considers that the following are reasons why Shareholders may vote against Resolutions 9 to 12:

• (i) if the Options are exercised, Shares will be issued to the Directors which will dilute and reduce the voting power of Shareholders (by a maximum of 2.49%); see section (h) for further information on the maximum dilution of Shareholders’ interests resulting from the Options being exercised into Shares;

• (ii) if the Options are exercised, the additional number of Shares on issue may necessarily cause the value of a Share to correspondingly reduce, which in turn may be reflected by a fall in the Share price on ASX;

• (iii) using the valuation in Schedule 1, the grant of the Options will increase the total remuneration being paid to the Directors (by $2,154,500 aggregate), which Shareholders may not agree with; see section (g) for further information on the remuneration of Directors; and

• (iv) the grant of the Options will require the Company to recognise their value as an expense on the Company’s statement of financial performance, which in turn will increase the size of anticipated losses; see section (j) for further information on the accounting treatment of the Options; and

(m)

( Other information )

• (i) The number of Options to be offered to each of the Directors has been determined based upon a consideration of:

• (A) their total remuneration;

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• (B) each Director’s contribution to the progression of the Company’s strategic objectives (in the case of the non-executive Directors) and development of the Company's projects (in the case of the executive Directors);

• (C) a review of peer companies’ equity-based remuneration to directors; and

• (D) incentives which are generally perceived to be required to attract and ensure continuity of service of directors who have appropriate knowledge and expertise for metallurgical coal company progressing towards development of its assets.

• (ii) The Directors, in conjunction with the Company's advisers, have provided an indicative value to the Options by reference to the Black Scholes valuation method.

• (iii) The total value of the Options to be issued is outlined in Schedule 1 below.

9.5 Information required under Listing Rule 10.13

For Shareholders approve an issue of Equity Securities under Listing Rule 10.11, the Company must provide the following information pursuant to Listing Rule 10.13:

provide the following information pursuant to	Listing Rule 10.13:
Name of person to whom securities will be issued	As set out in Section 9.2 above
Which category in Listing Rules 10.11.1– 10.11.5 the person falls within and why	For each of Resolutions 9 to 12 - Listing Rule 10.11.1, as the person to whom the Options are proposed to be issued is a Director
Number and class of securities to be issued	As set out in Section 9.2 above
Summary of the material terms of the securities	As set out in Section 9.1 above and Schedule 2
Date of issue	The Options will be issued within 1 month of the Meeting
Issue Price	No funds will be raised from the issue of the Options
Purpose of the issue	The primary purpose of the grant of the Options to the Directors is to provide a performance linked incentive component in the remuneration package for the Directors to motivate and reward the performance of the Directors in their respective roles as Directors
Current remuneration of the related party to whom the securities will be issued	As set out in Section 9.4(g)
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting

9.6 Directors' recommendations

Given that each of the Directors may have a material interest in the outcome of each of Resolutions 9 to 12 and given that the Directors have referred these Resolutions to Shareholders pursuant to Section 195(4) of the Corporations Act, the Directors make no recommendations concerning Resolutions 9 to 12.

The Board has exercised its right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

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10. Resolution 13 – Issue of Options to Duncan Cornish

10.1 ASX Listing Rules

Having regard to information in section 7.2 concerning Listing Rule 7.1, the issue of Options contemplated in Resolution 13 (the Issue ) likewise does not fall within any of the exceptions in Listing Rule 7.2 and exceed the Company's 15% limit in Listing Rule 7.1. The Issue therefore requires the approval of the Company's Shareholders under Listing Rule 7.1.

Resolution 13 seeks the required Shareholder approval to the Issue under and for the purposes of Listing Rule 7.1.

If Resolution 13 is passed, the Company will be able to proceed with the Issue and grant the Options to its Company Secretary, to provide a performance linked incentive component in Mr Cornish's remuneration package to motivate and reward the performance of Mr Cornish in his role with the Company. In addition, the Issue will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 13 is not passed, the Company will proceed with the Issue when it has capacity under its 15% limit under Listing Rule 7.1, in which case the Issue will be included in the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

To this end, Resolution 13 seeks Shareholder approval to the Issue under and for the purposes of Listing Rule 7.1.

10.2 Information required under the Listing Rule 7.3:

For Shareholders to approve an issue of Equity Securities under Listing Rule 7.1, the Company must provide the following information pursuant to Listing Rule 7.3:

Name of person to whom Options will be issued	Duncan Cornish
Number and class of securities to be issued	3,000,000 Options
Summary of the material terms of the securities	Options on the terms set out in Schedule 2
Date of issue	The Options will be issued no later than 3 months after the Meeting
Issue price of securities	No funds will be raised by the issue of the Options
Purpose of the issue	The primary purpose of the grant of the Options to Duncan Cornish is to provide a performance linked incentive component in the remuneration package for Mr Cornish
Voting exclusion	A voting exclusion statement is set out in the Notice of Meeting

10.3 Directors’ Recommendation

None of the Directors have a material personal interest in the subject matter of this Resolution. The Board recommends that Shareholders vote in favour of this Resolution 13 as it will enable the Company to have flexibility in respect of future capital raising activities while providing an appropriate incentive for a key executive of the Company.

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11. Resolution 14 - Approval of 10% Placement Capacity

11.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 14 seeks Shareholder approval by way of 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 Resolution 14 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 14 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval pursuant to Listing Rule 7.1.

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: BCB).

This Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed. If Shareholders approve this Resolution, the exact number of Equity Securities which may be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 ( 10% Placement Securities ).

11.2 Technical Information required by ASX Listing Rule 7.1A

• (a) Calculation for Additional 10% Placement - Listing Rule 7.1A.2

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the period of the approval, a number of Equity Securities calculated in accordance with the following formula:

(A x D) - E

Where:

A = the number of fully paid ordinary securities on issue at the commencement of the relevant period:

• plus the number of fully paid, ordinary securities issued in the relevant period under an exception in Listing Rule 7.3 other than exceptions 9, 16 or 17,

• plus the number of fully paid, ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

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

• the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4,

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• plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

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

• the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4,

• plus the number of any other fully paid, ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4,

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of fully paid ordinary securities cancelled in the relevant period;

“ relevant period ” means, in the case of the Company, the 12 month period immediately preceding the date of the issue or agreement.

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant period where the issue or agreement has not been subsequently approved by the shareholders under Listing Rule 7.4.

(b) Listing Rule 7.1A.3

Equity Securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company and issued for cash consideration.

As at the date of this Notice of Meeting, the class of Equity Securities in the Company quoted on the ASX are ordinary shares. The Company presently has 1,212,179,962 Shares on issue at the date of this Notice of Meeting.

(c) Information to be given to ASX - Listing Rule 7.1A.4

If Resolution 14 is passed and the Company issues any 10% Placement Securities under Listing Rule 7.1A, the Company must:

• (i) state in its announcement of the issue or in its application for quotation of the 10% Placement Securities that they are being issued under Listing Rule 7.1A; and

• (ii) give to the ASX immediately after the issue a list of allottees of the Placement Securities and the number of Placement Securities allotted to each (this list will not be released to the market).

(d) Listing Rule 7.1 and Listing Rule 7.1A

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

At the date of this Notice of Meeting, the Company has on issue 1,212,179,962 Shares. The Company will have the capacity to issue the following Shares on the date of the Meeting:

• (i) 181,826,994 Shares under Listing Rule 7.1; and

• (ii) subject to Shareholder approval being obtained under Resolutions 5A, 5B and 6, 121,217,996 Shares under Listing Rule 7.1A.

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

11.3 Technical Information required by ASX Listing Rule 7.3A

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

(a) The period for which the approval will be valid - Listing Rule 7.3A.1

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

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

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

• (iii) the time and date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

or such longer period if allowed by ASX ( 10% Placement Capacity Period ).

If approval is given for the issue of the 10% Placement Securities then the approval will expire, on 30 November 2022, unless the Company holds its next annual general meeting or Shareholder approval is granted pursuant to Listing Rule 11.1.2 or Listing Rule 11.2 prior to that date.

(b) Minimum Price of securities issued under Listing Rule 7.1A - Listing Rule 7.3A.2

The issue price for the 10% Placement Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX 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 Company and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in section (i) above, the date on which the Equity Securities are issued.

The Company will disclose to the ASX the issue price on the date of issue of the 10% Placement Securities.

(c) Purpose of Issue under 10% Placement Capacity - Listing Rule 7.3A.3

The Company may issue Equity Securities under the 10% Placement Capacity for cash consideration, in which case the Company intends to use funds raised towards any of:

• (i) an acquisition of new assets or investments (including expenses associated with such an acquisition);

• (ii) continued exploration expenditure on the Company’s current assets; and/or

• (iii) general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

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(d) Risk of economic and voting dilution - Listing Rule 7.3A.4

If Equity Securities are issued under the 10% Placement Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities in the class of securities issued under the 10% Placement Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and

• (ii) the Equity Securities may be issued under the 10% Placement Capacity at a discount to the market price for those Equity Securities on the issue date,

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

If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, 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 ASX Listing Rule 7.1A(2), on the basis of the number of Equity Securities on issue as at 14 October 2021 and the market price as at that date, being $0.185.

The table also shows:

• (i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as at 14 October 2021. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 14 October 2021.

Variable “A” in formula in Listing Rule 7.1A.2			Issue Price
		$0.0925 50% decrease in issue price	$0.1850 issue price	$0.37 50% increase in issue price
Current Variable “A” 1,212,179,962 shares	10% voting dilution	121,217,996	121,217,996	121,217,996
	Funds raised	$11,212,665	$22,425,329	$44,850,659
50% Increase in current Variable “A” 1,818,269,943 shares	10% voting dilution	181,826,994	181,826,994	181,826,994
	Funds raised	$16,818,997	$33,637,994	$67,275,988
100% Increase in current Variable “A” 2,424,359,924 Shares	10% voting dilution	242,435,992	242,435,992	242,435,992
	Funds raised	$22,425,329	$44,850,659	$89,701,317

The table has been prepared on the following assumptions:

• (i) There are currently 1,212,179,962 Shares on issue. The issue price set out above is $0.185 which is the closing price on 14 October 2021.

• (ii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

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

• (iv) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

• (v) 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.

• (vi) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

• (vii) 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%.

• (e) Allocation policy under the 10% Placement Capacity - Listing Rule 7.3A.5

The recipients of the Equity Securities to be issued under the 10% Placement Capacity 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 10% Placement Capacity, 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 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).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous issues under ASX Listing Rule 7.1A.2 - Listing Rule 7.3A.6

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at the annual general meeting held on 11 November 2020 ( Previous Approval ).

Pursuant to ASX Listing Rule 7.3A.6(a), the Company has issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the Meeting. The total number of Equity Securities issued by the Company under Listing Rule 7.1A.2 in the 12 months preceding the Meeting and the percentage they represent of the total number of Equity Securities on issue at the commencement of that 12 month period are as follows:

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	Equity Securities
Number of equity securities on issue at commencement of 12-month period	908,762,262 Ordinary Shares 67,000,000 Unquoted Options 12,000,000 Performance Rights 987,762,262 Total Equity Securities
Number of equity securities issued under Listing Rule 7.1A.2 in the prior 12-month period	56,740,000 Ordinary Shares 56,740,000 Total (net) Equity Securities issued
Number of equity securities on issue as at 14 October 2021	1,212,179,962 Ordinary Shares 21,700,000 Unquoted Options 20,000,000 Performance Rights 1,253,879,962 Total Equity Securities
Percentage previous issues represent of total number of equity securities on issue at commencement of 12-month period	5.74% increase in Equity Securities

As required by ASX Listing Rule 7.3A.6(b), details of Equity Securities issued under Listing Rule 7.1A.2 in the previous 12 months are as follows:

Issue of Placement Shares
Class/Type of equity security	Fully Paid Ordinary Shares
Summary of terms	Shares rank pari passu with all other Shares on issue in the Company
Names of persons who received securities or basis on which those persons was determined	Sophisticated and professional investors who participated in the private placement
Date of Issue	10-Aug-21
Number Issued	149,253,731 shares in total. 92,513,731 shares issued under LR7.1 and 56,740,000 shares issued under LR7.1A.2
Price at which equity securities were issued	$0.067 per share
Discount to market price (if any)	8.5% discount to the market price
Total cash consideration received	$10,000,000
Amount of consideration spent and description of expenditure/intended use for remaining consideration (if any)	$600,000 spent to date on the costs of the Placement. Balance to be used to fund (in part) the acquisition of the Burton Mine and Lenton Project (at the appropriate time).
Total non-cash consideration (current value)	N/A

11.4 Outcome of voting for and against the Resolution

If Resolution 14 is approved by Shareholders then the Company will have the benefit of the 10% Placement Capacity and be able to issue the 10% Placement Securities within the 10% Placement Period.

If Resolution 14 is not approved by Shareholders then the Company will not have the benefit of the 10% Placement Capacity and be unable to issue the 10% Placement Securities within the 10% Placement Period. If necessary, the Company may have to source other methods of fundraising to meet its objectives during this period.

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11.5 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution.

11.6 Directors’ recommendations

None of the Directors have material personal interest in the subject matter of this Resolution. The Board recommends Shareholders vote in favour of this Resolution as it provides the Company with the flexibility to issue further Equity Securities representing up to 10%, in addition to using the Company’s 15% placement capacity under Listing Rule 7.1, of the Company’s share capital during the next 12 months without Shareholder approval.

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GLOSSARY

10% Placement Capacity is defined in section 5.2.

AEST means Australian Eastern Standard Time.

Annual Report means the Company's 2021 Annual Report.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

August 2021 Placement is defined in section 5.1.

August 2021 Placement Shares is defined in section 5.1.

Board means the current board of Directors of the Company.

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

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

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

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

• (e) a company the member controls;

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition closely related party in the Corporations Act.

Company or Bowen means Bowen Coking Coal Limited (ABN 72 064 874 620).

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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

Fee Option means an Option being either a Placement Fee Option or an Underwriting Fee Option described in Section 6.1.

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General Meeting or Meeting means the Annual General Meeting of the Company convened by this Notice of Meeting.

Group means the Company and all of its related bodies corporate (as that term is defined in the Corporations Act).

Ilwella means Ilwella Pty Ltd ACN 003 220 371.

Key Management Personnel or KMP has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or of the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated entity.

Latimore means Latimore Family Pty Ltd ACN 610 067 395.

Notice or Notice of Meeting means this Notice of the General Meeting including the Explanatory Statement and Proxy Form.

Option means an option to acquire a Share issued on the terms set out in Schedule 2.

Optionholder means a holder of an Option.

Petra Capital means Petra Capital Pty Ltd ABN 95 110 952 782 (AFSL 317 944).

Placement Fee Option is a Fee Option issued in consideration of lead manager services provided in relation to the August 2021 Placement.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Pool has the meaning defined in section 4.1.

Remuneration Report means the remuneration report contained in Annual Report.

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

Rights Issue is defined in Section 5.1 and in the Company's ASX announcement on 4 August 2021 headed " Transformational Acquisition of Burton Mine & Lenton Project ".

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

Shareholder means a registered holder of a Share.

Share Registry means Link Market Services Limited.

Spill Resolution is defined in section 1.2.

Spill Meeting is defined in section 1.2.

Underwriting Fee Option is a Fee Option issued in consideration of underwriting services provided pursuant to the Joint Underwriting Agreement described in the Company's Offer Booklet lodged on the ASX on 4 August 2021.

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Schedule 1 Valuation of Options

The Company sought an independent valuation of the Options. The method used to value the options was the Black Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black Scholes Model is a function of the relationship between a number of variables, being the share price, the exercise price, the time to expiry, the vesting condition/s, the riskfree interest rate and the volatility of the Company’s underlying share price.

Inherent in the application of the Black Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in applying the Black Scholes Model was:

• The exercise price of the Options being $0.25;

• The Share price at the time of issue of the Options, which is estimated to be $0.185 per Share (being the closing Share price as at 14 October 2021);

• The Expiry Date being 30 September 2024;

• A volatility measure of 70%;

• A risk-free interest rate of 0.4862%; and

• A nil dividend yield,

( Assumed Data ).

Based on this information, the Company has adopted an indicative value for the Options of $0.0695 each. On that basis, and taking into account the Assumed Data, the respective values of the Options to be issued pursuant to Resolutions 9 to 12 are set out below.

Director	Options Offered	Value of Options
Resolution 9 - Nicholas Jorss	10,000,000	$695,000
Resolution 10 - Gerhard Redelinghuys	15,000,000	$1,042,500
Resolution 11 - Neville Sneddon	3,000,000	$208,500
Resolution 12 - Matthew Latimore	3,000,000	$208,500

The (accounting) value of the options will be expensed immediately on issue, rather than spread over period to expiry (3 years). A benchmarking exercise was undertaken to assist in determining the number and terms of the options proposed to be granted to each Director. It should be noted that the (accounting) value spread over the option life (3 years) was considered as part of that process.

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Schedule 2 Terms of Issue - Options

The material terms of the Options are set out below:

• The Options are options to subscribe for Shares.

• The Options are to be issued for no consideration.

• The exercise price of each option is $0.25 ( Exercise Price ).

• The Options will expire and be forfeited (if the Options have not already been forfeited) on the earlier of ( Expiry Date ):

• (i) 30 September 2024; or

(ii) if the Option Holder’s employment or engagement with the Company or an Associated Body Corporate ceases, 3 months (or such other period as the Board shall, in its absolute discretion, determine) from the date on which the Option Holder ceased that employment or engagement.

The period between the issue date of the Options and the Expiry Date is the Option Period .

• Options may be exercised during the Option Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the relevant Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (ii) above for any reason is not effective to ensure that an offer for sale of the Shares issued on exercise of the Options does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. The Company will, where required pursuant to the ASX Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise Options, in accordance with the requirements of the Listing Rules.

38

• Option holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend.

• An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised other than as provided for in these terms.

• The Options are transferable.

• If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula:

O[n] = O - E [P-(S + D)]

N + 1

Where:

• O[n] = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which one Option is exercisable;

• P = the volume weighted average market price per security of the underlying securities during the five trading days ending on the day before the ex right date or the ex entitlements date;

• S = the subscription price for a security under the pro rata issue;

• D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• If there is a bonus issue to the holders of shares in the Company, the number of shares over which a Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.

• The terms of the Options may only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change, subject to the Listing Rules. However, unless all necessary waivers of the ASX Listing Rules are obtained, the terms of the Options will not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.

• The Company does not intend to apply for quotation of the Options on the ASX.

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ABN 72 064 874 620

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Bowen Coking Coal Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND* Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 10:00am (AEST) on Sunday, 28 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item 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 item 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 items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

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 the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second 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.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Bowen Coking Coal Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your Name proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEST) on Tuesday, 30 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a hybrid event. You can participate by attending in person at Level 35, Waterfront Place, 1 Eagle St, Brisbane or logging in online at https://agmlive.link/BCB21 (refer to details in the Virtual Meeting Online Guide).

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain * For Against Abstain *

• 1 Adoption of Remuneration Report 8 Approval for the issue of Fee Options to Matthew Latimore

• 2 Re-Election of Neville Sneddon 9 Issue of Options to Nicholas Jorss

• 3 Re-Election of Nicholas Jorss 10 Issue of Options to Gerhard Redelinghuys

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• 4 Non-Executive Director remuneration pool

• 11 Issue of Options to Neville Sneddon

• 5A Ratification of previous issue of Shares under Listing Rule 7.1 to investors introduced by Petra Capital in August 2021

• 12 Issue of Options to Matthew Latimore

• 5B Ratification of previous issue of Shares under Listing Rule 7.1A to investors introduced by Petra Capital in August 2021

• 13 Issue of Options to Duncan Cornish

• 6 Ratification of issue of Options to Ilwella Pty Ltd

• 14 Approval of 10% Placement Capacity

• 7 Approval for the issue of Fee Options to Petra Capital

 * If you mark the Abstain box for a particular Item, 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) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

BCB PRX2101N