BPM MINERALS LIMITED — AGM Information 2021

Nov 8, 2021

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9 November 2021

Dear Shareholder,

BPM MINERALS LIMITED ANNUAL GENERAL MEETING – NOTICE OF MEETING

The Annual General Meeting of BPM Minerals Limited (‘the Company’) will be held at 10:30am (AWST) on Thursday, 9 December 2021 at Level 1, 10 Outram Street, West Perth WA 6005 (‘the Meeting’).

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) , the Company is not sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from the Company’s website at (https://www.bpmminerals.com) or on the Company’s ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

The Company is continuing to monitor the impact of the COVID-19 virus in Western Australia and following guidance from the Federal and State Governments. Based on the information available to the Board at this time, the Directors have made the decision that a physical meeting will be held. Accordingly, Shareholders will be able to attend the Meeting in person.

If the situation in relation to COVID-19 were to change in a way that affects the position above, the Company will provide an update ahead of the Meeting by releasing an ASX announcement.

The Company strongly encourages Shareholders to submit proxies prior to the Meeting and questions should also be submitted in advance of the Meeting. However, votes and questions may also be submitted during the Meeting.

In order to be able to receive electronic communications from the Company in the future, please update your shareholder details online at (https://investor.automic.com.au/#/home) and log in with your unique shareholder identification number and postcode (or country for overseas residents), that you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab.

If you are unable to access any of the important Meeting documents online please contact the Company Secretary, Kelly Moore, on +61 8 9467 6393 or via email at contact@bpmminerals.com.

Authorised by the Board of the Company.

Yours faithfully,

Kelly Moore Company Secretary BPM Minerals Limited

Level 1, 10 Outram Street West Perth, WA 6005 | contact@bpmminerals.com | +61 8 9467 6393

BPM MINERALS LIMITED

ACN 644 263 516

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am DATE : Thursday, 9 December 2021 PLACE : Level 1, 10 Outram Street, West Perth WA 6005

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

This Notice of Meeting 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 Meeting are those who are registered Shareholders at 4:00pm (WST) on Tuesday, 7 December 2021.

BUSINESS OF THE MEETING

AGENDA

Financial Statements and Reports

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.

1. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

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

“That the Remuneration Report contained in the Directors’ Report for the year ended 30 June 2021 will be adopted by the Company.”

Notes: In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

2. RESOLUTION 2 – ELECTION OF A DIRECTOR – PAUL LLOYD

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

“That for the purposes of Listing Rule 14.4, rule 14.4 of the Constitution, and for all other purposes, Mr Paul Lloyd, a Director appointed on 5 October 2020 retires, and being eligible, be re-elected as a Director .”

3. RESOLUTION 3 – RE-ELECTION OF A DIRECTOR – EMMANUEL CORREIA

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, and for all other purposes, Mr Emmanuel Correia retires, and being eligible, be re-elected as a Director .”

4. RESOLUTION 4 – APPOINTMENT OF AUDITOR AT FIRST ANNUAL GENERAL MEETING

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, HLB Mann Judd (WA Partnership), having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting on the terms and conditions in the Explanatory Statement."

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5. RESOLUTION 5 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – PAUL LLOYD

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11, and for all other purposes, Shareholders approve the grant of 750,000 Performance Rights, to Paul Lloyd, a director of the Company (or his nominee), in the manner and on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – EMMANUEL CORREIA

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11, and for all other purposes, Shareholders approve the grant of 600,000 Performance Rights, to Emmanuel Correia, a director of the Company (or his nominee), in the manner and on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 7 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTOR – GREGORY SMITH

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11, and for all other purposes, Shareholders approve the grant of 600,000 Performance Rights, to Gregory Smith, a director of the Company (or his nominee), in the manner and on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

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

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

Dated: 1 November 2021

By order of the Board

Kelly Moore Company Secretary

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Voting Prohibition Statement:

Resolution 1 – Adoption of remuneration report	A vote on the resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) members of Key Management Personnel details of whose remuneration are included in the Remuneration Report; or (a) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 5 – Issue of Performance Rights to Director – Paul Lloyd	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (c) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (d) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (e) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 6 – Issue of Performance Rights to Director – Emmanuel Correia	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 6 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party. In accordance with section 250BD of the Corporations Act,aperson

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appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

	appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:
	(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (f) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 7 – Issue of Performance Rights to Director – Gregory Smith	In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 5 – Approval to Issue Performance Rights to Director – Paul Lloyd	Mr Paul Lloyd (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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Resolution 6 – Approval to Issue Performance Rights to Director – Emmanuel Correia	Mr Emmanuel Correia (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 7 – Approval to Issue Performance Rights to Director – Gregory Smith	Mr Gregory Smith (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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

• (g) the Chair 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

• (h) 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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Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware that:

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

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

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9467 6393.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the 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 advises that a copy of its Annual Report for the year ended 30 June 2021, is available to download at the website address, www.bpmminerals.com.

When you access the Company’s Annual Report online, you can view it and print a copy. Please note that if you have elected to continue to receive a hard copy of the Company’s Annual Reports, the Annual report will accompany this Notice of Meeting or alternatively it will be mailed to you before the Meeting.

However, if you did not elect to continue to receive a hard copy of the Company’s Annual Reports and now (or sometime in the future) wish to receive a hard copy of the Company’s Annual Reports, please contact the Company Secretary at contact@bpmminerals.com . We will be pleased to mail you a copy.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Remuneration Report is set out in the Directors’ Report in the Company’s 2021 Annual Report.

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 of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

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2.2 Voting consequences

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of votes are cast against the adoption of Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a reasonable (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for reelection.

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.

2.3 Previous voting results

This is the Company’s first Annual General Meeting, as such Shareholders do not need to consider a spill resolution at the Annual General Meeting.

A voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. Key Management Personnel and their Closely Related Parties may not vote on this Resolution, and may not cast a vote as proxy, unless the proxy appointment gives a direction on how to vote or the proxy is given to the Chairperson and expressly authorises the Chairperson to exercise the proxy. The Chairperson will use any such proxies to vote in favour of Resolution 1.

The Company encourages all Shareholders to cast their votes on Resolution 1.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – PAUL LLOYD

3.1 General

Clause 14.4 of the Constitution of the Company provides that the Board may appoint a person to be a Director. In accordance with the Constitution and ASX Listing Rule 14.4, any person so appointed automatically retires at the next annual general meeting and is eligible for election by that annual general meeting but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Paul Lloyd, having been appointed as a Director by the Board on 5 October 2020, retires in accordance with clause 14.4 of the Constitution and ASX Listing Rule 14.4 and, being eligible, seeks election from Shareholders.

If Resolution 2 is passed, Mr Lloyd will continue as a Director of the Company.

If Resolution 2 is not passed, Mr Lloyd will not continue as a Director of the Company.

3.2 Qualifications and other material directorships

Mr Lloyd is a Chartered Accountant with over 30 years' commercial experience. Mr Lloyd operates his own corporate consulting business, specialising in the area of corporate, financial and management advisory services. After commencing his career with an international accounting firm, he was employed for approximately 10 years as the General Manager of Finance for a Western Australian based international drilling contractor working extensively in Asia and

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Africa. Mr Lloyd has been responsible for a number IPOs, RTOs, project acquisitions and capital raisings for ASX listed public companies.

Mr Lloyd is currently a director of Hawkstone Mining Limited.

3.3 Independence

If elected the Board does not consider Mr Lloyd will be an independent Director.

3.4 Other material information

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

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

3.5 Board recommendation

The Board supports the election of Mr Lloyd and recommends that Shareholders vote in favour of Resolution 2.

The Company encourages all Shareholders to cast their votes on Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – EMMANUEL CORREIA

5. GENERAL

Clause 14.2 of the Constitution of the Company requires that one third (or the number nearest to one-third) of Directors (excluding the Managing Director and any Directors appointed casually by the Board under clause 14.4 of the Constitution) must retire at each annual general meeting, provided that no Director (except the Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following their appointment, whichever is the longer, without submitting themselves for re-election.

A Director who retires by rotation under clause 14.2 of the Constitution is eligible for re-election.

Under the Constitution, Directors who are appointed at any time other than in a general meeting are not taken into account in deciding the rotation or retirement of Directors under clause 14.2 of the Constitution. Accordingly, Mr Correia retires by rotation and, being eligible, seeks re-election at the Annual General Meeting.

Mr Correia, who has served as a Director since 11 September 2020, retires by rotation and seeks re-election.

If Resolution 3 is passed, Mr Correia will continue as a Director of the Company.

If Resolution 3 is not passed, Mr Correia will not continue as a Director of the Company.

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5.1 Qualifications and other material directorships

Mr Emmanuel Correia is a Chartered Accountant with over 28 years’ experience in the provision of corporate finance advice to a diverse client base both in Australia and in overseas markets. He is a co-founder and of Peloton Capital and Peloton Advisory. Mr Correia specialises in the provision of corporate advice in relation to private and public capital raisings, mergers and acquisitions, corporate strategy and structuring, IPO’s, project and company valuations. Mr Correia holds a number of public company directorships and is also very actively involved in the management and development of a large private property portfolio. Mr Correia also spent a number of years in corporate finance for J.P. Morgan, Deloitte and the Transocean Group in Australia.

Mr Correia is currently a director of Ookami Limited and Pantera Minerals Limited.

5.2 Independence

If re-elected the Board does not consider Mr Correia will be an independent director.

5.3 Board recommendation

The Board supports the election of Mr Correia and recommends that Shareholders vote in favour of Resolution 3.

The Company encourages all Shareholders to cast their votes on Resolution 3.

6. RESOLUTION 4 – APPOINTMENT OF AUDITOR AT FIRST ANNUAL GENERAL MEETING

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

The Directors appointed HLB Mann Judd (WA Partnership) as the Company’s auditor following registration of the Company on 12 October 2020.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a notice of nomination from a Shareholder for HLB Mann Judd (WA Partnership) to be appointed as the Company’s the auditor. A copy of the notice served on the Company is attached to this notice of Annual General Meeting as Schedule 1.

HLB Mann Judd (WA Partnership) is a registered company auditor, has had previous experience in conducting audits of public companies, and is a wellknown and respected firm. HLB Mann Judd (WA Partnership) has consented to the appointment as auditor pursuant to Section 328A of the Corporations Act subject to this resolution being approved by shareholders at the meeting.

The Directors of the Company unanimously recommend that shareholders vote in favour of appointing HLB Mann Judd (WA Partnership) as the Company’s auditors.

If the resolution is not approved, there will be a vacancy in respect of the Company’s auditor, which the Directors will be obliged to fill within one month in accordance with Section 327C of the Corporations Act.

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7. RESOLUTIONS 5 TO 7 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DIRECTORS – PAUL LLOYD, EMMANUEL CORREIA AND GREGORY SMITH

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue:

• (a) 750,000 Performance Rights to Paul Lloyd (or his nominee);

• (b) 600,000 Performance Rights to Emmanuel Correia (or his nominee); and

• (c) 600,000 Performance Rights to Gregory Smith (or his nominee),

(together, the Related Parties ) on the terms and conditions set out below ( Performance Rights ).

Resolutions 5 to 7 seek Shareholder approval for the issue of the Performance Rights to the Related Parties.

7.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Performance Rights. Accordingly, Shareholder approval for the issue of Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

7.3 Listing Rule 10.11

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:

• 10.11.1 a related party;

• 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;

• 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

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so;

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

• 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 of Performance Rights 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 Shareholders under Listing Rule 10.11.

Resolutions 5 to 7 seek the required Shareholder approval for the issue of the Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

7.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 to 7 are passed, the Company will be able to proceed with the issue of the Performance Rights to the Related Parties within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 to 7 are not passed, the Company will not be able to proceed with the issue of the Performance Rights to the Related Parties.

7.5 Technical information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 5 to 7:

• (a) the Performance Rights will be issued to the following persons:

• (i) Paul Lloyd (or his nominee) pursuant to Resolution 5;

• (ii) Emmanuel Correia (or his nominee) pursuant to Resolution 6; and

• (iii) Gregory Smith (or his nominee) pursuant to Resolution 7,

each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 1,950,000 comprising:

• (i) 750,000 Performance Rights to Paul Lloyd (or his nominee) pursuant to Resolution 5;

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• (ii) 600,000 Performance Rights to Emmanuel Correia (or his nominee) pursuant to Resolution 6; and

• (iii) 600,000 Performance Rights to Gregory Smith (or his nominee) pursuant to Resolution 7;

• (c) a summary of the material terms and conditions of the Performance Rights is set out in Schedule 2;

• (d) the Performance Rights are unquoted securities. The Company has chosen to issue Performance Rights to the Related Parties for the following reasons:

• (i) the Performance Rights are unquoted; therefore, the issue of the Performance Rights has no immediate dilutionary impact on Shareholders;

• (ii) the milestones attaching to the Performance Rights will align the interests of the Related Parties with those of Shareholders; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights on the terms proposed;

• (e) the number of Performance Rights to be issued to each of the Related Parties has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) the remuneration of the Related Parties; and

• (iii) incentives to attract and ensure continuity of service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Performance Rights upon the terms proposed;

(f) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Previous Financial Year	Current Financial Year
Paul Lloyd	$40,0001	$264,2502
Emmanuel Correia	$70,0003	$205,4004
Greg Smith	$31,0005	$205,4006

Notes:

1. Comprising Directors’ fees of $20,000 and consulting fees of $20,000.

2. Comprising Directors’ fees of $70,000 and share-based payments of $194,250 (including an increase of $194,250, being the value of the Performance Rights).

3. Comprising Directors’ fees of $20,000 and consulting fees of $50,000.

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1. Comprising Directors’ fees of $50,000 and share-based payments of $155,400 (including an increase of $155,400, being the value of the Performance Rights).

2. Comprising Directors’ fees of $20,000 and consulting fees of $11,000.

3. Comprising Directors’ fees of $50,000 and share-based payments of $155,400 (including an increase of $155,400, being the value of the Performance Rights).

4. (g) the value of the Performance Rights and the pricing methodology is set out in Schedule 3;

5. (h) the Performance Rights will be issued to the Related Parties no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Performance Rights will be issued on one date;

6. (i) the issue price of the Performance Rights will be nil, as such no funds will be raised from the issue of the Performance Rights;

7. (j) the purpose of the issue of the Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;

8. (k) no loans are being made to the Related Parties in connection with the acquisition of the Performance Rights;

9. (l) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	**Options2 **	Performance Rights
Paul Lloyd	1,466,667	3,733,334	Nil
Emmanuel Correia	1,466,667	3,733,334	Nil
Greg Smith	500,000	1,250,000	Nil

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX: BPM).

2. Quoted Options exercisable at $0.25 each on or before 11 September 2025 (ASX:BPMO).

3. (m) if the milestones attaching to the Performance Rights issued to the Related Parties are met and the Performance Rights are converted, a total of 1,950,000 Shares would be issued. This will increase the number of Shares on issue from 49,061,500 (being the total number of Shares on issue as at the date of this Notice) to 51,011,500 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 3.97%, comprising 1.53% by Paul Lloyd, 1.22]% by Emmanuel Correia and 1.22% by Greg Smith;

4. (n) the Performance Rights are not being issued under an agreement;

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(o) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.595	19 May 2021
Lowest	$0.19	13 May 2021
Last	$0.265	5 November 2021

• (p) each Director has a material personal interest in the outcome of Resolutions 5 to 7 on the basis that all of the Directors (or their nominees) are to be issued Performance Rights should Resolutions 5 to 7 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 5 to 7 of this Notice; and

• (q) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 5 to 7.

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8. RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

8.1 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% ( 7.1A Mandate ).

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 8 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 8 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 8 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

8.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 8:

(a) Formulae for calculating 7.1A Mandate

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of fully paid Equity Securities on issue at the commencement of the relevant period:

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• (i) plus the number of fully paid Equity Securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

• (ii) plus the number of fully paid Equity Securities issued in the relevant period on the conversion of convertible securities within 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 rule 7.1 or rule 7.4,

• (iii) plus the number of fully paid Equity 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 rule 7.1 or rule 7.4,

• (iv) plus the number of any other fully paid Equity Securities issued in the relevant period with approval under rule 7.1 or rule 7.4,

• (v) plus the number of partly paid Equity Securities that become fully paid in the relevant period,

• (vi) less the number of fully paid Equity Securities cancelled in the relevant period;

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

D is 10%

E is the number of Equity Securities issued or agreed to be issued under the Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4.

8.3 Minimum Issue Price

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

a. the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

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

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8.4 Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence from the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

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

• b. the time and date of the Company’s next annual general meeting; and

• c. the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

8.5 Use of funds raised under the 7.1A Mandate

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

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

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

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

• (d) general working capital.

8.6 Risk of Economic and Voting Dilution

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

If Resolution 8 is approved by Shareholders and the Company issues Equity Securities under the 7.1A Mandate, the existing Shareholders’ voting power in the Company will be diluted as shown in the table below (in the case of Options, only if the Options are exercised). There is a risk that:

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

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

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

The table below shows the dilution of existing Shareholders calculated in accordance with the formula in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 5 November 2021.

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		Dilution	Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution	Issue Price
			$0.1325	$0.265	$0.3975
			50% decrease	Issue Price	50% increase
			Funds Raised
Current	49,061,500 Shares	4,906,150 Shares	$650,065	$1,300,130	$1,950,195
50% increase	73,592,250 Shares	7,359,225 Shares	$975,097	$1,950,195	$2,925,292
100% increase	98,123,300 Shares	9,812,300 Shares	$1,300,130	$2,600,260	$3,900,389

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

The table has been prepared on the following assumptions:

• (a) There are currently 49,061,500 existing Shares as at the date of this Notice of Meeting.

• (b) The issue price set out above is $0.265, being the closing price of the Shares on the ASX on 5 November 2021.

• (c) The Company issues the maximum number of Equity Securities available under the 7.1A Mandate.

• (d) No Options (including any Options issued under the 7.1A Mandate) are exercised into Shares before the date of the issue of the Equity Securities.

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

• (f) 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%.

• (g) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. All Shareholders should consider the dilution caused by their own shareholding depending on the specific circumstances.

• (h) The table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

• (i) The issue of Equity Securities under the 7.1A Mandate consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

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8.7 Allocation policy under the 7.1A Mandate

The recipients under the 7.1A Mandate have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

The identity of the recipients of Equity Securities will be determined on a case-bycase basis having regard to the factors set out in the Company’s allocation policy, including but not limited to the following:

• (a) the purpose of the issue;

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

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

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

• (e) prevailing market conditions; and

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

8.8

Previous approval under Listing Rule 7.1A

As this is the Company’s first annual general meeting, the Company has not previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A.

When the Company issues Equity Securities pursuant to the 7.1A Mandate, it will give to ASX:

• (a) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and

• (b) the information required by Listing Rule 3.10.5A for release to the market.

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

8.9 Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8.

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GLOSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 8.1.

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate means

• (a) a related body corporate (as defined in the Corporations Act) of the Company;

• (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and

• (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

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

Board means the current board of directors of the Company.

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

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 dealing with the entity;

• (e) a company the member controls; or

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

Company means BPM Minerals Limited (ACN 644 263 516).

Constitution means the Company’s constitution.

Corporations Act means the 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 the Notice.

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General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel 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 if 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 group.

Listing Rules means the Listing Rules of ASX.

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

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share, subject to satisfaction of any vesting conditions .

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – NOTICE OF AUDITOR NOMINATION

1 November 2021

The Board of Directors BPM Minerals Limited Level 1, 10 Outram Street West Perth WA 6005

Dear Sirs

NOMINATION OF AUDITOR

I, Emmanuel Correia, a shareholder of BPM Minerals Limited, hereby nominate, pursuant to section 328B(1) of the Corporations Act 2001 (Cth) ( Act ), HLB Mann Judd (WA Partnership) of 4/130 Stirling St, Perth WA 6000 to fill the office of auditor of the Company.

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

Yours faithfully

EMMANUEL CORREIA

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

(a) Number of Performance Rights to be issued to Directors

Each Director will receive the following number of Performance Rights upon the Company achieving the applicable Milestone for that Class of Rights:

Director	Class A Performance Rights	Class B Performance Rights	Class C Performance Rights	Total Performance Rights
Paul Lloyd	250,000	250,000	250,000	750,000
Emmanuel Correia	200,000	200,000	200,000	600,000
Greg Smith	200,000	200,000	200,000	600,000
TOTAL	650,000	650,000	650,000	1,950,000

(b) Milestone and Expiry Dates

The Performance Rights will be subject to the following Vesting Conditions:

Class	Milestone	Expiry Date
Class A	The Company raising a cumulative additional $5m of capital in support of its current or additional projects within two years from the date of issue of the Performance Rights.	2 years from the date of issue.
Class B	The Company’s share price achieving a minimum share price of $0.50 for a consecutive 20 day period within two years from the date of issue of the Performance Rights.	2 years from the date of issue.
Class C	Vesting and becoming exercisable upon the later of: a) the employment or the engagement of the Performance Rights holder for a consecutive 24-month period from date of issue; or b) the VWAP of the Company’s share price being a minimum of $0.50 for a consecutive 20-day period within two yearsfrom the date of issue of the Performance Rights.	2 years from the date of issue.

(c) Notification to holder

The Company shall notify the holder in writing when the relevant Performance Milestone Condition has been satisfied.

(d) Conversion

Subject to paragraph (o), upon satisfaction of the applicable Performance Milestone Condition, and the issue of the notice referred to in paragraph 1.1(c) above, each Performance Share will at the election of the holder convert into one Share. Conversion of Performance Rights can be made by the holder providing a Notice of Conversion to the Company Secretary.

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(e) Change of Control

In the circumstance of a change of control of the Company occurring, the relevant Performance Milestone Condition is deemed to be automatically satisfied and each Performance Share will, at the election of the holder, convert into one Share.

(f) Lapse of a Performance Right

Any Performance Right that has not been converted into a Share prior to the Expiry Date specified in paragraph (a) will automatically lapse.

(g) Share ranking

All Shares issued upon the conversion of Performance Rights on satisfaction of the applicable Performance Milestone Condition will upon issue rank pari passu in all respects with other Shares.

(h) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(i)

Timing of issue of Shares on Conversion

Within 10 Business Days after date that Performance Rights are converted, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (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) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

If a notice delivered under (k)(ii) for any reason is not effective to ensure that an offer for sale of the Shares 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.

(j)

Transfer of Performance Rights

The Performance Rights are not transferable.

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(k) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(l) Reorganisation of capital

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

(m)

Adjustment for bonus issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(n) Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(o) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition;

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph 1.1(a)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

(p) No rights to return of capital

A Performance Share does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

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(q) Rights on winding up

A Performance Share does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up of the Company.

(r) Tax Deferral

For the avoidance of doubt, Subdivision 83A-C of the Income Tax Assessment Act 1997¸ which enables tax deferral on Performance Rights, applies (subject to the conditions in that Act) to the Performance Rights.

(s) ASX Listing Rule compliance

The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

(t) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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SCHEDULE 3 – VALUATION OF PERFORMANCE RIGH TS

The Performance Rights to be issued to the Related Parties pursuant to Resolutions 5 to 7 have been valued by external consultants .

Using the Black & Scholes model for Class A Rights and a barrier up-and-in trinomial pricing model with a Parisian barrier adjustment for Class B and C Rights and based on the assumptions set out below, the Performance Rights were ascribed the following value:

Item	Class A	Class B	Class C
Value of the underlying Rights	$0.305	$0.305	$0.305
Exercise price	Nil	Nil	Nil
Valuation date	26-Oct-21	26-Oct-21	26-Oct-21
Commencement of performance period	26-Oct-21	26-Oct-21	26-Oct-21
End of performance period (years)	26-Oct-23	26-Oct-23	26-Oct-23
Expiry date	26-Oct-23	26-Oct-23	26-Oct-23
Life (years)	2.00	2.00	2.00
Volatility	100%	100%	100%
Risk-free rate	0.150%	0.150%	0.150%
Dividend yield	Nil	Nil	Nil
Number of Rights	650,000	650,000	650,000
Valuation per Class	$0.305	$0.236	$0.236
Total Value of Performance Rights	$198,250	$153,400	$153,400
- Paul Lloyd (Resolution 5)	$76,250	$59,000	$59,000
- Emmanuel Correia (Resolution 6)	$61,000	$47,200	$47,200
- Greg Smith (Resolution 7)	$61,000	$47,200	$47,200

Note: The valuation noted above is not necessarily the market price that the Performance Rights could be traded at and is not automatically the market price for taxation purposes.

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Holder Number:

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BPM MINERALS LIMITED | ACN 644 263 516

Proxy Voting Form

If you are attending the meeting in person, please bring this with you for Securityholder registration.

Your proxy voting instruction must be received by 10.30am (AWST) on Tuesday, 7 December 2021, 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

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✓ Save Money:

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• ✓ It’s Quick and Secure:

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• ✓ Receive Vote Confirmation:

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SUBMIT YOUR PROXY VOTE BY PAPER

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed.

Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking 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 SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or

number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

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

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

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to

this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such

as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

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Return your completed form

All enquiries to Automic

WEBCHAT BY MAIL IN PERSON BY EMAIL https://automic.com.au/ Automic Automic meetings@automicgroup.com.au GPO Box 5193 Level 5, 126 Phillip Street BY FACSIMILE PHONE Sydney NSW 2001 Sydney NSW 2000 +61 2 8583 3040 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of BPM Minerals Limited, to be held at 10.30am (AWST) on Thursday, 9 December 2021 at Level 1, 10 Outram Street, West Perth WA 6005 hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 5 - 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 5 - 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

**STEP 2: Your Voting Direction **
	Resolutions For Against Abstain
	1. Adoption of The Remuneration Report
	2. Election of A Director – Paul Lloyd
	3. Re-Election of A Director – Emmanuel Correia
	4. Appointment of Auditor at First Annual General Meeting
	5. Approval to Issue Performance Rights to Director – Paul Lloyd
	6. Approval to Issue Performance Rights to Director – Emmanuel Correia
	7. Approval to Issue Performance Rights to Director – Gregory Smith
	8. Approval of Additional 10% Placement Capacity
	Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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 SECURITYHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name:

Email Address:

Date (DD/MM/YY)

Contact Daytime Telephone

/ / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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