BURGUNDY DIAMOND MINES LIMITED — Proxy Solicitation & Information Statement 2021

Aug 5, 2021

BURGUNDY DIAMOND MINES LIMITED ACN 160 017 390

NOTICE OF GENERAL MEETING

TIME : 11:00am (WST) DATE : Tuesday, 14 September 2021 PLACE : Level 25 South 32 Tower 108 St. Georges Terrace Perth WA 6000

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Sarah Smith on (+61 8) 6559 1792.

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CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolutions) 4 Explanatory Statement (explaining the proposed Resolutions) 9 Glossary 22 Proxy Form ( attached )

IMPORTANT INFORMATION

Time and place of Meeting

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am (WST) on Tuesday, 14 September 2021 at:

Level 25 South 32 Tower 108 St. Georges Terrace Perth WA 6000

Your vote is important

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

Voting on all Resolutions at the General Meeting will be conducted by poll.

Voting in person

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

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.

To be effective, a completed proxy form must be received by no later than 11:00am (WST) on Sunday, 12 September 2021 , being not less than 48 hours prior to the commencement of the General Meeting.

Where the Proxy Form is executed under power of attorney, the power of attorney must be lodged in the same way as 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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes, then in accordance

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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.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's Shareholders;

• the appointed proxy is not the chair of the meeting;

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The Chair intends to vote all undirected proxies in favour of each item of business.

Voting by corporate representative

A body corporate may appoint an individual as its representative to attend and vote at the meeting and exercise any other powers the body corporate can exercise at the meeting. The appointment may be a standing one. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

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BUSINESS OF THE GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 11:00am (WST) on Tuesday, 14 September 2021 at Level 25, South 32 Tower, 108 St Georges Terrace Perth WA 6000.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 11:00 am (WST) on Sunday, 12 September 2021.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOL UTION 1 – RATI FICATION OF PRIOR ISS UE OF SHARES UNDER LISTING RULE 7.1 -

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 36,388,188 Shares on the terms and conditions set out in the Explanatory Statement."

Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue, or 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) 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

• (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 in not an associate of a person excluded from voting, on the Resolution; and

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

2. RESOL UTION 2 – - RATI FICATION OF PRIOR ISSUE OF SHARES UNDER ASX LISTING RULE 7. 1A

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 26,925,459 Shares on the terms and conditions set out in the Explanatory Statement."

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Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue, or 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) 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

• (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 in not an associate of a person excluded from voting, on the Resolution; and

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

3. RESOL UTION 3 – ISSUE OF CONVERTIBLE NOTES

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 30,000,000 Convertible Notes on the terms and conditions set out in the Explanatory Statement."

Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) 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

• (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 in not an associate of a person excluded from voting, on the Resolution; and

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

4. RESOL UTION 4 – ISS UE OF CONVERTIBLE NOTES TO MR MICHAEL O'KEEFFE

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company issue 5,000,000 Convertible Notes to Mr Michael O'Keeffe or his nominee, on the terms and conditions set out in the Explanatory Memorandum."

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Voting Exclusion:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Michael O'Keeffe (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 a Resolution by:

• (a) a person as 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

• (b) 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

• (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 in not an associate of a person excluded from voting, on the Resolution; and

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

5. RESOL UTION 5 – ISS UE OF OPTIONS - AI TKEN MURRAY CAPI TAL PARTNE RS PTY LTD

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 5 million Options to Aitken Murray Capital Partners Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement."

Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Aitken Murray Capital Partners Pty Ltd (or its 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 a Resolution by:

• (a) a person as 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

• (b) 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

• (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 in not an associate of a person excluded from voting, on the Resolution; and

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

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6. RESOL UTION 6 – ISSUE OF OPTIONS - EUROZ HARTLEYS LIMITED

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 5 million options to Euroz Hartleys Limited (or its nominee) on the terms and conditions set out in the Explanatory Statement."

Voting exclusion statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Euroz Hartleys Limited (or its 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 a Resolution by:

• (a) a person as 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

• (b) 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

• (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 in not an associate of a person excluded from voting, on the Resolution; and

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

7. RESOL UTION 7 – ISSUE OF OPTIONS TO MR PETE R RAVENSCROFT

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company issue 3,000,000 Options to Mr Peter Ravenscroft or his nominee, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Peter Ravenscroft (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 a Resolution by:

• (a) a person as 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

• (b) 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

• (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:

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• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and in not an associate of a person excluded from voting, on the Resolution; and

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

Further, 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. However, 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.

DATED: 6 AUGUST 2021

BY ORDER OF THE BOARD

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SARAH SMITH COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11:00am (WST) on Tuesday, 14 September 2021.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. The Directors recommend that to the extent you have any questions relating to this Notice of Meeting that you obtain financial, commercial or legal advice (as appropriate).

1. BACKGROUND

1.1 Placement

On 26 July 2021, the Company announced that it had received firm commitments from professional and sophisticated investors (who are all unrelated parties of the Company) to subscribe for 63.3 million Shares at an issue price of $0.024 per Share to raise $15.2 million (before costs) ( Placement ).

The Placement is being conducted in conjunction with an issue of Convertible Notes which is subject to Shareholder approval under Resolutions 3 and 4, the Company proposes to issue 35 million Convertible Notes.

In respect of the Placement:

• (a) 36,388,188 Shares were issued pursuant to the Company's 15% placement capacity under ASX Listing Rule 7.1; and

• (b) 26,925,459 Shares were issued pursuant to the Company's 10% placement capacity under ASX Listing Rule 7.1A,

( Placement Shares ).

Aitken Murray Capital Partners Pty Ltd and Euroz Hartleys Limited acted as joint lead managers to the Placement and the proposed issue of Convertible Notes ( Lead Managers ). The Lead Managers will receive a fee of 2% for the Convertible Notes and 3% for the Placement as well as 5 million Options each subject to the receipt of shareholder approval under Resolutions 5 and 6, respectively.

1.2 Use of funds

The Company intends to apply the funds raised from the Placement and the Convertible Notes:

• (a) to underpin the development of the Company's international portfolio of high potential diamond projects including exercising it option bringing the Ellendale Diamond Project into production in 2020; and

• (b) to progress the Company's plans to move rapidly downstream and produce cashflow from diamond cutting, polishing and sales of Fancy Colour diamonds.

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The breakdown of funds is set out in the table below:

he breakdown of funds is set out in the table below:
Use of Funds	A$ million
Downstream expansion	13
Existing Projects	25
New business opportunities	6
Working capital and the costs of the offer	6
Total	50

2. RESOL UTIONS 1 & 2 – RATIFICATION OF PRIOR ISS UE OF SHARES

2.1 General

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Placement Shares.

2.2

ASX Listing Rules 7.1, 7.1A and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue, without approval of its shareholders, more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an Eligible Entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

• (a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue. The Company obtained shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A at its annual general meeting held on 18 November 2020.

As the issue of Placement Shares does not fall within any of the specified exceptions to ASX Listing Rules 7.1 and 7.1A and has not yet been approved by Shareholders, it effectively uses up part of the Company’s 15% placement

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capacity under ASX Listing Rule 7.1 and 10% placement capacity under ASX Listing Rule 7.1A (as applicable), reducing the Company’s capacity to issue further equity securities without Shareholder approval over the 12 month period following the date of issue of Placement Shares.

Under ASX Listing Rule 7.4, if a company's shareholders approve an issue of equity securities after it has been made or agreed to be made, that issue or agreement to issue equity securities is treated as having been made with Shareholder approval for the purposes of ASX Listing Rule 7.1 (provided that the issue or agreement did not breach ASX Listing Rule 7.1).

By ratifying the issue of Placement Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and its 10% placement capacity under ASX Listing Rule 7.1A (as applicable), without the requirement to obtain prior Shareholder approval.

Accordingly, the Company is seeking Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares the subject of Resolutions 1 and 2.

2.3 Technical information required by ASX Listing Rule 14.1A

If Resolutions 1 and 2 are not passed, the Placement Shares will be included in calculating the Company’s 15% placement capacity under ASX Listing Rule 7.1 and its 10% placement capacity under ASX Listing Rule 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of those securities.

If Resolutions 1 and 2 are passed, the base figure (i.e. variable “A”) in which the Company’s 15% placement capacity under ASX Listing Rule 7.1 and its 10% placement capacity under ASX Listing Rule 7.1A is calculated will be a higher number which in turn will allow a proportionately higher number of equity securities to be issued by the Company without prior Shareholder approval.

2.4 Resolution 1 - Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Placement Shares were issued to professional and sophisticated investors pursuant to section 708 of the Corporations Act. The recipients were identified through a bookbuild process, which involved the Directors and the Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company;

• (b) 36,388,188 Placement Shares were issued pursuant to ASX Listing Rule 7.1;

• (c) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were issued on 2 August 2021;

• (e) the issue price was $0.24 per Placement Share;

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• (f) the purpose of the Placement was to raise $15,195,275.28 (before costs). The Company intends to apply the funds raised from the Placement and the Convertible Notes as set out in Section 1.2;

• (g) there are no other material term to the agreement for the subscription of the Placement Shares; and

• (h) a voting exclusion statement is included in Resolution 1 of this Notice.

2.5 Resolution 2 - Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (a) the Placement Shares were issued to professional and sophisticated investors pursuant to section 708 of the Corporations Act. The recipients were identified through a cornerstoning and bookbuild process, which involved the Directors and the Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company;

• (b) 26,925,459 Placement Shares were issued pursuant to ASX Listing Rule 7.1A;

• (c) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were issued on 2 August 2021;

• (e) the issue price was $0.24 per Placement Share;

• (f) the purpose of the Placement was to raise $15,195,275.28 (before costs). The Company intends to apply the funds raised from the Placement and the Convertible Notes as set out in Section 1.2;

• (g) there are no other material term to the agreement for the subscription of the Placement Shares; and

• (h) a voting exclusion statement is included in Resolution 2 of this Notice.

3. RESOL UTION 3 – ISSUE OF CONVERTIBLE NOTES

3.1 General

As set out in Section 1, the Company proposes to issue 35 million Convertible Notes ( Convertible Notes ).

3.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

The proposed issue of Convertible Notes does not fall within any of the exceptions in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires Shareholder approval under ASX Listing Rule 7.1.

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3.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of Convertible Notes. In addition, the issue of Convertible Notes will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Convertible Notes.

Resolution 3 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue of the Convertible Notes.

3.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Convertible Notes will be issued to to professional and sophisticated investors pursuant to section 708 of the Corporations Act. The recipients were identified through a cornerstoning and bookbuild process, which involved the Directors and the Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company except for Michael O'Keefe, a Director of the Company. The issue of Convertibles Notes to Michael O'Keefe is the subject of a separate resolution, Resolution 4;

• (b) the maximum number of Convertible Notes to be issued under Resolution 4 is 30,000,000. The maximum number of Shares which may be issued assuming the conversion of all 30,000,000 Convertible Notes is 113,636,364 Shares. The Convertible Notes may be converted at the election of each Noteholder - see Annexure A for further details;

• (c) the terms and conditions attaching to the Convertible Notes are set out Annexure A;

• (d) the Convertible Notes will be issued on 16 September 2021 which is no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (e) the face value of the Convertible Notes is $1 per Convertible Note;

• (f) the purpose of the Convertible Notes is to raise $35 million (before costs). The Company intends to apply the funds raised from the Convertible Notes and the Placement as set out in Section 1.2;

• (g) the Convertible Noteholders have entered into convertible note deeds the material terms of which are set out in Annexure A;

• (h) the Convertible Notes are not being issued under, or to fund, a reverse takeover; and

• (i) a voting exclusion statement is included in Resolution 3 of this Notice.

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4. RESOL UTION 4 – ISS UE OF CONVERTIBLE NOTES TO MR MICHAEL O'KEEFE

4.1 General

Mr Michael O'Keeffe, a Director of the Company has agreed to subscribe for 5,000,000 Convertible Notes at the same price and on the same terms as the other incoming convertible noteholders, subject to Shareholder approval.

4.2 Chapter 2E of the Corporations Act and Listing Rule 10.11

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 Convertible Notes constitutes giving a financial benefit and Mr Michael O'Keeffe is a related party of the Company by virtue of being a Director.

The Company notes that it is proposed that the Convertible Notes will be issued to Mr Michael O'Keeffe on the same terms as other unrelated incoming convertible note holders and the price and terms of the Convertible Notes was determined in consultation with the Joint Lead Managers.

In light of the above, approval under Chapter 2E of the Corporations Act is not being sort as the Company considers that the issue of Convertible Notes to Mr O'Keeffe in these circumstances is as if the Company and the Related Party were dealing on arm's length which is an exception to the requirement to seek shareholder approval under section 210 of the Corporations Act.

In addition, Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, equity securities to:

• 10.1.1 a related party of the entity.

• 10.1.2 a child entity of the entity.

10.1.3 a person who is, or was at any time in the 6 months before the transaction or agreement, a substantial (10%+) holder in the entity.

10.1.4 an associate of a *person referred to in rules 10.1.1 to 10.1.3.

10.1.5 a person whose relationship to the entity or a person referred to in rules 10.1.1 to 10.1.4 is such that, in ASX’s opinion, the transaction should be approved by security holders.

The proposed issue of Convertible Notes to Mr Michael O'Keeffe does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires Shareholder approval under ASX Listing Rule 10.11.

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Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue Convertible Notes to Mr Michael O'Keeffe as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Convertible Notes to Mr Michael O'Keeffe will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to Listing Rule 7.1.

4.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of Convertible Notes to Mr Michael O'Keeffe. In addition, the issue of Convertible Notes will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Convertible Notes to Mr Michael O'Keeffe.

Resolution 4 seeks Shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of the Convertible Notes.

4.4

Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) Mr Michael O'Keeffe is a related party of the Company for the purposes of Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Convertible Notes to be issued to Mr Michael O'Keeffe is 5,000,000 Convertible Notes. The maximum number of Shares that may be issued assuming the conversion of all Convertible Notes to Mr Michael O'Keeffe is 18,939,394 Shares. The Convertible Notes may be converted at the election of Mr Michael O'Keeffe - see Annexure A for further details;

• (c) the Convertible Notes will be issued on 16 September which is no later than 1 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Convertible Notes have a face value of $1 per Convertible Note;

• (e) the terms and conditions of the Convertible Notes are set out in Annexure A and are the same as the terms that apply to other incoming convertible noteholders;

• (f) $5,000,000 will be raised;

• (g) the Company intends to apply the funds raised from the issue of Convertible Notes under Resolution 4 when combined with the funds raised under the Placement and from the other convertible noteholder as set out in Section 1.2;

• (h) the issue of Convertible Notes it not intended to remunerate or incentivise Mr Michael O'Keeffe as a Director of the Company;

• (i) Mr Michael O'Keeffe entered into convertible note deed the material terms of which are set out in Annexure A and

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(j) a voting exclusion statement is included in Resolution 4 of this Notice.

5. RESOL UTIONS 5 & 6 – ISS UE OF OPTIONS - AITKEN MURRAY CAPI TAL PARTNE RS PTY LTD & E UROZ HARTLEYS LIMITED

7.1 General

Resolutions 5 and 6 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of Options to each of the Lead Managers. The Options formed part of the fees to the Joint Lead Manager for capital raising services provided in relation to the Placement and the Convertible Note.

7.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

The proposed issue of Options does not fall within any of the exceptions in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. It therefore requires Shareholder approval under ASX Listing Rule 7.1.

7.3 Technical information required by ASX Listing Rule 14.1A

If Resolutions 5 and 6 are passed, the Company will be able to proceed with the issue of Options. In addition, the issue of Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolutions 5 and 6 are not passed, the Company will not be able to proceed with the issue of Options to each of the Lead Managers.

Resolutions 5 and 6 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue of Options.

7.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolutions 5 and 6:

• (a) the Options will be issued to Aitken Murray Capital Partners Pty Ltd and Euroz Hartleys Limited, the Lead Managers of the Placement and the Convertible Notes issue. Aitken Murray Capital Partners Pty Ltd and Euroz Hartleys Limited are not related parties of the Company;

• (a) the maximum number of Options to be issued is 10 million, 5 million to each Lead Manager;

• (b) the Options will be issued on the terms and conditions set out in Annexure B;

• (c) the Options are unquoted. On exercise of the Options fully paid ordinary shares will be issued on the same terms and conditions as the Company's existing Shares;

• (d) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or

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modification of the ASX Listing Rules) and it is intended that the issue of the Options will occur on the same date;

• (e) the issue price will be nil per Option as the Options are being provided for services rendered to the Company. The Company will not receive any other consideration for the issue of the Options (other than in respect of funds received on exercise of the Options). The exercise price of the Options is $0.36;

• (f) the Options are being issued as part of the Lead Managers fees for capital raising services provided by the Lead Managers. The proceeds from the exercise of the Options will be used for working capital purposes;

• (g) the Options are being issued under a mandate with the Lead Managers. The Company entered into a mandate for the provision of lead manager and book runner services including the coordination and management of the Placement. Under the mandate the Company has agreed to pay the Lead Managers:

• (i) a management fee, in cash, equal to 2% of the total gross amount raised under the Convertible Notes;

• (ii) an equity raising fee, in cash, equal to 3% of the total gross dollar amount raised under the Placement; and

• (iii) 10 million unlisted Options with an exercise price 150% of the issue price under the Placement and an expiry date 3 years from the date of issue,

paid in equal proportions to each Lead Manager.

The mandate terminates on the earlier of:

• completion of the transactions detailed in the mandate; or

• either party, at any time, giving written notice to the other party.

If the Company terminates the mandate the Lead Managers will be entitled to receive fees for services provided and out of pocket expenses incurred up to the date of termination.

If the Company suspends or terminates the mandate (unless the termination is proven to be a direct consequence of gross negligence, fraud or wilful misconduct on the part of the Lead Managers):

• if the Company undertakes any transaction which involves any equity capital markets component, within 6 months from the date of termination of the mandate the Company must offer the Lead Managers a role similar to that contemplated by the mandate; and

• if the Company does not offer the Lead Managers a similar role the Lead Managers will be entitled to their fees under the mandate.

The mandate contains additional provisions including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

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• (h) the Options are not being issued under, or to fund, a reverse takeover; and

• (i) a voting exclusion statement is included in Resolutions 5 and 6 of this Notice.

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6. RESOL UTION 7 – ISSUE OF OPTIONS TO MR PETE R RAVENSCROFT

Under the executive services agreement between the Company and Mr Ravenscroft dated 11 March 2020, Mr Ravenscroft is entitled to a maximum short term incentive in year 1 of 3 million zero priced Options with a 3 year expiry subject to key performance indicators, provided shareholder approval is obtained for the issue of Options.

In recognition of Mr Ravenscroft's achievement of his short term incentive milestones, the Company has now agreed, subject to obtaining Shareholder approval, to grant a total of 3,000,000 Options to Mr Peter Ravenscroft, a Director, or his nominee.

The Options will be issued to Mr Ravenscroft or his nominee on the terms and conditions set out in Annexure C.

Under the Company’s current circumstances, the Directors consider that the issue of Options to Mr Peter Ravenscroft, the Company's Managing Director, represents a cost effective way for the Company to remunerate Mr Ravenscroft, as opposed to cash remuneration and to align Mr Ravenscroft's interests with the interests of other security holders. The Options do not have any performance hurdles attached to them.

The number and exercise price of Directors Options to be granted to Mr Ravenscroft, subject to Shareholder approval, was determined based upon a consideration of:

• (a) the cash remuneration of Mr Ravenscroft;

• (b) the extensive experience and reputation of Mr Ravenscroft within the resources industry and his performance during year 1 of his executive services contract;

• (c) the current price of the Shares;

• (d) the Directors’ wish to ensure that the remuneration offered is competitive with market standards or/and practice. The Directors have considered the proposed number of Options to be granted and will ensure that the Directors’ overall remuneration is in line with market practice; and

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

7.5 Chapter 2E of the Corporations Act

A summary of the relevant provisions of Chapter 2E of the Corporations Act is set out in Section 4.2.

The Directors (other than Mr Ravenscroft who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of

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the Corporations Act is not required in respect of the issue of Options because the Options constitute reasonable remuneration payable to Mr Ravenscroft.

7.6 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 4.2.

As the issue of the Options to Mr Ravenscroft (or his nominee) falls within Listing Rule 10.11 and does not fall within any of the exceptions in Listing Rule 10.12, Shareholder approval pursuant to Listing Rule 10.11 is required.

Resolution 7 seeks the required Shareholder approval for the issue of the Options under and for the purposes of Listing Rule 10.11.

7.7 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the grant of the Options to Mr Ravenscroft (or his nominee()) within 1 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 Options (because approval is being obtained under Listing Rule 10.11), the grant of the Options will not use up any of the Company’s 10% or 15% annual placement capacities.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of Options to Mr Ravenscroft.

Resolution 7 seeks Shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of Options.

7.8 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 8:

• (a) the Options are proposed to be issued to Mr Ravenscroft (or his nominee); (b) Mr Ravenscroft falls within the category set out in Listing Rule 10.1.1 by virtue of being a Director of the Company;

• (c)

• a maximum of 3,000,000 Options is proposed to be issued;

• (d) the Options will be issued on the terms and conditions set out in Annexure C;

• (e) the Options will be issued within 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (f) the issue price and exercise price of the Options will be nil, accordingly no funds will be raised from the issue as the Options are being used to reward Mr Ravenscroft for his performance as a Director.

• (g) the purpose of the issue of the Options is to reward and remunerate Mr Ravenscroft for his performance as a Director and to provide cost effective remuneration to Mr Ravenscroft, enabling the Company to spend a greater proportion of its cash reserves on its operations than it

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would if alternative cash forms of remuneration were given to Mr Ravenscroft;

• (h) the total remuneration package for Mr Ravenscroft is comprised of:

• base salary: $360,000 cash (increased from $300,000);

• sign on equity incentive of 1,250,000 Shares;

• short term incentives: in year 1 the maximum short term incentive will be 3 million zero price Options with a 3 year expiry subject to key performance indicators. The issue of these Options is the subject of Resolution 7. After 1 year the maximum short term incentive will be equivalent to 50% of Mr Ravenscroft's base salary (payable in cash or equity) and subject to shareholder approval;

• long term incentives: in year 1 the maximum long term incentive will be 3 million zero priced Options with a 5 year expiry subject to Mr Ravenscroft meeting key performance indicators. After year 1, the maximum long term incenives are to be agreed (payable in equity only) subject to Mr Ravenscroft meeting key performance indicators;

• (i) the Options are being issue to Mr Ravenscroft under his executive services agreement. As well as setting out Mr Ravenscroft's expected duties as managing director, as provided by the Corporations Act and ASX Listing Rules, the executive services agreement provides for Mr Ravenscroft's remuneration, as set out above. Mr Ravenscroft is entitled to be insured and indemnified by the Company. The executive services agreement may be terminated after 12 months by 3 months' notice by either the Company or Mr Ravenscroft; and

• (j) a voting exclusion statement is included in Resolution 7 of this Notice.

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GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities & 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 means the Listing Rules of ASX.

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 purpose of the definition of 'closely related party' in the Corporations Act.

Company means Burgundy Diamond Mines Limited (ACN 160 017 390).

Constitution means the Company’s constitution.

Convertible Note means the unsecured convertible notes each with a face value of $1 with the terms set out in Annexure A.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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

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.

Lead Managers means Aitken Murray Capital Partners Pty Ltd ACN 169 972 436 and Euroz Hartleys Limited ACN 104 195 057.

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

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Placement has the meaning given to that term in section 1.1 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

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

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

Shareholder means a holder of a Share.

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

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Annexure A – Terms and Conditions of Convertible Notes

Face Value	$1 per Convertible Note
Condition Precedent	The issue of the Convertible Notes is subject to the receipt of shareholder approval.
Security Status	Unsecured
Interest Rate	6% per annum on the principal amount of outstanding Convertible Notes.
Interest Payment	Interest will be paid quarterly in arrears for the term of the Convertible Notes.
Maturity Date	36 months from the issue date
Redemption	Convertible Notes which have not previously been converted or redeemed will be redeemed on the Maturity Date.
Redemption Amount	The amount payable on redemption of a Convertible Note is the Face Value and any accrued but unpaid interest.
Early Redemption on an Event of Default	Any Convertible Notes which have not yet been converted or redeemed may be redeemed prior to the Maturity Date by the Noteholder if an Event of Default occurs and continues un- remedied for 5 Business Days.
Conversion	Convertible Notes which have not been redeemed may be converted into fully paid ordinary shares in the Company (Shares) by written notice at the election of the Noteholder at the relevant Conversion Price by dividing the Face Value of the Convertible Notes being converted by the relevant Conversion Price. The Shares issued on conversion will rank equally with the Shares currently on issue in the Company. To the extent that this calculation does not result in a round number of Shares, the number will be rounded up to the next whole number of Shares. The aggregate principal amount of the Convertible Notes which are to be converted must be a minimum of $250,000 or any higher multiple of $250,000, or if the principal amount of all outstanding Convertible Notes is less than $250,000, that lesser amount).
Quotation	The Convertible Notes will not be listed on ASX. The Company will apply to ASX for official quotation of the Shares issued on conversion of the Notes.
Conversion Price	$0.26 being a 10% premium to the issue price under the Placement.
Adjustments for reorganisations etc	If the Company reorganises or reconstructs its capital (including consolidation, subdivision, reduction or return) at any time when there is a principal amount outstanding to a Noteholder, then the Conversion Price, number of Shares and/or Convertible Notes will be amended to the extent applicable and, subject to the Listing Rules, to place that Noteholder in substantially the same position as it would have been had no such event occurred.

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Event of Default

Events of Default include:

• failure to issue Shares after receipt of a conversion notice;

• failure to pay cash due under the convertible note deed within 5 business days after its due date;

• failure to perform a material obligation under the convertible note deed excluding a payment default and, in relation to any rectifiable failure, within 14 days following notice by the Investor requiring rectification;

• a breach of warranty in any material respect;

• failure to file an annual or quarterly reports required by law or listing rules;

• failure to comply with the listing rules;

• the Company consolidates with, merges or amalgamates into or transfers all or substantially all of its assets to any person;

• an insolvency event occurs;

• the Company incurs any financial indebtedness other than permitted financial indebtedness;

• any indebtedness of the Company is not paid when due;

• a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Company or any of its subsidiaries;

• a mortgagee, or other encumbrancer takes possession of, exercises rights under any security in relation to, or a receiver, receiver and manager, administrator, liquidator, provisional liquidator or officer of the Court is appointed in relation to, the whole or any substantial part of the property, assets or revenues of the Company or any of its subsidiaries (as the case maybe);

• any authorisation, approval or consent (including any governmental, regulatory or corporate approval or consent) required for the issue redemption or conversion of the Convertible Notes is not obtained or is withdrawn;

• an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Company or any of its subsidiaries, or the Company or any of its subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations;

• it is or becomes unlawful for:

• the Company to perform or comply with any one or more of its obligations under any of the Convertible Notes or this Deed;

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  - the Investor to convert any Convertible Notes or hold any Shares (except where this is due to a fault on the part of the Investor including because of a breach of warranty); or

  - the Company or any of its subsidiaries to carry on all or substantially all of its business or operations;

• the Company or any of its subsidiaries transfers or otherwise disposes of all or substantially all of its assets to any person;

• any Governmental agency seizes, compulsorily acquires or otherwise expropriates any material assets, the shares or business of the Company or any of its subsidiaries;

• assumes custody or control of all or any part of the material assets or business operation of any of the Company or any of its subsidiaries; or

• takes any action that would result in the dissolution or disestablishment of any of the Company, any of its subsidiaries;

• otherwise takes any other action which:

  • prevents the Company or any of its subsidiaries from conducting all or a substantial part of its business or operations;

  • deprives the Company or any of its subsidiaries of the use of any material asset;

• a material adverse change occurs in relation to or affects the Company;

• a change of control of the Company occurs; and

• the Company breaches any of its negative covenants.

• Negative Covenants Until the conversion or redemption in full of the convertible notes the Company must not without the convertible noteholder's consent:

• dispose of its assets unless in the ordinary course of business or the value is less than $500,000;

• change the nature of its business;

• enter into contracts with third parties other than on arm's length terms;

• incur any financial indebtedness other that permitted financial indebtedness or grant a security interest over its assets;

• lend money or provide a guarantee except to its subsidiary or repay any intercompany loans;

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	• authorise or permit the authorisation of a voluntary or involuntary administration, liquidation, dissolution or winding up on it or its respective business; and • amend its constitution in a way that has, or could have, a negative impact on the Investor.
Warranties and Termination Events	The convertible note deed contain warranties and termination events that are standard for a transaction of this nature.
Transferability	Convertible Notes will not be listed and will not be able to transferred without the prior written consent of the Company unless the transfer is to an affiliate of the noteholder.

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Annexure B - Terms and Conditions of Options

1. No monies will be payable for the issue of the Options.

2. The Options shall expire at 5.00pm (Perth time) on the date that is 3 years after the issue date of the Options ( Expiry Date ).

3. Subject to conditions 12 and 13, each Option shall carry the right in favour of the option holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ).

4. Subject to condition 11, the exercise price for each Option shall be $0.36 ( Exercise Price ).

5. Subject to condition 11, the Exercise Price of the Options shall be payable in full on exercise of the Options.

6. Options shall be exercisable by the delivery to the registered office on the Company of a notice in writing stating the intention of the option holder to: (a) exercise all or a specified number of Options; and

7. (b) pay the Exercise Price in full for the exercise of each Option.

The notice must be accompanied by a cheque made payable to the Company for the exercise price for the Options or evidence that the exercise price for the Options has been paid to the bank account nominated by the Company. An exercise of only some Options shall not affect the rights of the option holder to the balance of the Options held by him.

1. The Company shall allot the resultant Shares and deliver the holding statement within five business days of the exercise of the Option.

2. Subject to the requirements of the Corporations Act 2001 (Cth), the Options shall be transferable but will not be listed on the Australian Securities Exchange ( ASX ).

3. Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing Shares in all respects.

4. The Company shall apply for official quotation on the ASX of the Shares allotted pursuant to the exercise of any of the Options.

5. In the case of any entitlements issue (other than a bonus issue) the Exercise Price of the Option shall be reduced according to the following formula:

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O' = 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 average market price per Share (weighted by reference to volume) of the underlying securities during the five trading days ending on the day before the ex-rights date or ex-entitlements date.

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

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

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

1. In the case of a bonus issue the number of Shares over which the Option is exercisable shall 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 Company shall notify the ASX of the adjustments in accordance with the Listing Rules.

2. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules of ASX.

3. The Options will not give any right to participate in dividends or in new issues of capital offered to shareholders during the currency of the Options until Shares are allotted pursuant to the exercise of the relevant Options in accordance with these terms and conditions.

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Annexure C - Terms and Conditions of Options

1. No monies will be payable for the issue of the Options.

2. The Options shall expire at 5.00pm (Perth time) on the date that is 3 years after the issue date of the Options ( Expiry Date ). In addition, the Options (if not yet exercised) will automatically lapse should the Director cease to be a Director of the Company unless the Board determines otherwise.

3. Subject to conditions 12 and 13, each Option shall carry the right in favour of the option holder to subscribe for one fully paid ordinary share in the capital of the Company ( Share ).

4. The exercise price for each Option shall be nil ( Exercise Price ).

5. Options shall be exercisable by the delivery to the registered office on the Company of a notice in writing stating the intention of the option holder to exercise all or a specified number of Options.

6. An exercise of only some Options shall not affect the rights of the option holder to the balance of the Options held by him.

7. The Company shall allot the resultant Shares and deliver the holding statement within five business days of the exercise of the Option.

8. Subject to the requirements of the Corporations Act 2001 (Cth), the Options are not transferable and will not be listed on the Australian Securities Exchange ( ASX ).

9. Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with existing Shares in all respects.

10. The Company shall apply for official quotation on the ASX of the Shares allotted pursuant to the exercise of any of the Options.

11. In the case of any entitlements issue (other than a bonus issue) there will be no adjustment of the Exercise Price of the Options.

12. In the case of a bonus issue the number of Shares over which the Option is exercisable shall 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 Company shall notify the ASX of the adjustments in accordance with the Listing Rules.

13. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, the number of the Options shall be reconstructed (as appropriate) in accordance with the Listing Rules of ASX.

14. The Options will not give any right to participate in dividends or in new issues of capital offered to shareholders during the currency of the Options until Shares are allotted pursuant to the exercise of the relevant Options in accordance with these terms and conditions.

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Burgundy Diamond Mines Limited | ACN 160 017 390

Proxy Voting Form

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

Holder Number:

Your proxy voting instruction must be received by 11.00am (WST) on Sunday, 12 September 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

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.

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Online:

Use your computer or smartphone to appoint a proxy at

https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

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

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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

BY MAIL:

Automic

GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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.

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the General Meeting of Burgundy Diamond Mines Limited to be held at 11.00am (WST) on Tuesday, 14 September 2021 at Level 25, South 32 Tower, 108 St. Georges Terrace, Perth, 6000 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair 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 act generally at the meeting and 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 or postponement 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. In exceptional circumstances, the Chair may change voting intention on any resolutions, in which case an ASX announcement will be made immediately, disclosing the reasons for the change. 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 Resolution 7 (except where I/we have indicated a different voting intention below) even though Resolution 7 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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STEP 2 – Your voting direction

Resolutions	Resolutions	For	Against	Abstain
1.	Resolution 1 – Ratification of Prior Issue of Shares Under Listing Rule 7.1
2.	Resolution 2 – Ratification of Prior Issue of Shares Under ASX Listing Rule 7.1A
3.	Resolution 3 – Issue of Convertible Notes
4.	Resolution 4 – Issue of Convertible Notes to Mr Michael O'keeffe
5.	Resolution 5 – Issue of Options - Aitken Murray Capital Partners Pty Ltd
6.	Resolution 6 – Issue of Options - Euroz Hartleys Limited
7.	Resolution 7 – Issue of Options to Mr Peter Ravenscroft
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.

STEP 3 – Signatures and contact details

Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director Contact Name:	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary
Email Address:
Contact Daytime Telephone By providing your email address, you elect to receive all ofyour communications despatched bythe Company																			Date(DD/MM/YY) electronically (where legally permissible). / /

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