CANYON RESOURCES LIMITED

ACN 140 087 261

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00 am DATE : Monday, 20 September 2021 PLACE : Level 9, 863 Hay Street Perth, Western Australia

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 5:00pm (WST time) on 18 September 2021.

Based on the information available at the date of the Notice of Meeting, the Board considers that it will be in a position to hold a physical meeting with appropriate measures in place to comply with Federal and State COVID-19 restrictions regarding gatherings. However, the Company strongly encourages Shareholders to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice of Meeting.

ASIC has adopted a temporary ‘no-action’ position in relation to the convening and holding of shareholder meetings. The position follows on from the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 which expired on 21 March 2021. ASIC’s ‘no-action’ policy addresses, among other things companies providing shareholders with details of an online location where the contents of a Notice of Meeting can be viewed and downloaded.

Accordingly, the Company will not be despatching physical copies of the Notice of Meeting. Instead, Shareholders can access a copy of the Notice of Meeting at the following link:

https://www.canyonresources.com.au/announcement-category/asx-announcements/

How Shareholders Can Participate

Shareholders are urged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business and the Chair must follow the Shareholder’s instructions. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Meeting. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder’s attendance at the Meeting. Your proxy voting instructions must be received by 10.00am (WST) on 18 September 2021.
Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at [email protected] . Responses will be provided at the Meeting in respect of all valid questions received prior to 5.00pm (WST) on 18 September 2021. Shareholders who physically attend the Meeting, will also have the opportunity to submit questions during the Meeting.

Shareholders should contact the Company Secretary on +61 8 6382 3342 or by email at [email protected] if they have any queries in relation to the Meeting arrangements.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at:

https://www.canyonresources.com.au/announcement-category/asx-announcements/

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES - PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, 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 70,485,675 Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

(a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
(b) the person is the Chair acting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 – ISSUE OF SHARES TO PETER SU, NON-EXECUTIVE DIRECTOR

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 6,771,482 Director Shares to Peter Su (through his nominee Ausglobal Bauxite Pty Ltd) on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by Peter Su (or his nominee Ausglobal Bauxite Pty Ltd) 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 any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

(a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form;
(b) the person is the Chair acting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: 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: 19 August 2021

By order of the Board

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Matt Worner Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and 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.

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 member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean 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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6382 3342 .

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO RESOLUTIONS 1 AND 2

As announced by the Company on 2 August 2021, the Company received commitments from existing and new institutional and sophisticated investors to raise $6,200,000 before costs, via the issue of 77,257,157 new shares at $0.08 per new share ( New Shares ) ( Placement ).

On 9 August 2021, the Company issued a total of 70,485,675 Shares ( Placement Shares ).

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.

Of the New Shares, 6,771,482 are to be issued to non-executive director Mr Peter Su through his nominee Ausglobal Bauxite Pty Ltd ( Director Placement Shares ). Mr Su’s participation in the Placement is subject to shareholder approval.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for issue of the Director Shares.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES - PLACEMENT

2.1 Background

As detailed in section 1 above, Resolution 1 seeks ratification under ASX Listing Rule 7.4 for the issue of the Placement Shares.

2.2 Regulatory requirements

Broadly speaking, and subject to a number of exceptions, ASX 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.

The issue of the Placement Shares ( Issue ) does not fit within any of the exceptions under ASX Listing Rule 7.1, and as the Issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under the ASX Listing Rules for the 12-month period following the date of the Issue.

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

The Company wishes to maintain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain shareholder approval under ASX Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval of the Issue under and for the purposes of ASX Listing Rule 7.4.

If Resolution 1 is passed, the Issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it

can issue without shareholder approval over the 12-month period following the date of the Issue.

If Resolution 1 is not passed, the Issue will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of the Issue.

2.3 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 the share ratification:

(a) The names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified and selected
As announced to the ASX on 2 August 2021, the Placement Shares were issued to new and existing sophisticated and professional investors using the Company’s 15% placement capacity under ASX Listing Rule 7.1. The subscribers were introduced to the Company by Ashanti Capital Pty Ltd and Foster Stockbroking Ltd as Joint Lead Managers to the Placement. None of the subscribers in the Placement are related parties of the Company or material investors[1] .
(b) Number of securities and class of securities issued

Under Resolution 1, the Company seeks Shareholder approval for, and ratification of, the issue of 70,485,675 Shares - the Placement Shares.

The Placement Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company applied to ASX for official quotation of these Shares on 9 August 2021.

(d) Date of issue

The Placement Shares were issued on 9 August 2021.

(e) Issue price or other consideration

The issue price for the Placement Shares was $0.08, being a 14% discount to the last closing price of $0.093 on 28 July 2021 and a 17.8% discount to the 5- day VWAP of $0.097.

(f) Purpose of the issue, including the intended use of the funds raised

The issue of the Placement Shares was to raise capital for the purpose of delivering the Minim-Martap Feasibility Study and other project deliverables, for advance strategic project and off-take discussions, as well as for corporate overheads and general working capital.

(g) Relevant agreement

The Placement Shares were not issued pursuant to any agreement.

1 ASX consider the following to be material investors: a related party of the entity;

a member of the entity’s key management personnel; a substantial holder in the entity; an adviser to the entity; or an associate of any of the above, where such person or entity is being issued more than 1% of the entity’s current issued capital.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in this Notice preceding this Explanatory Statement.

2.4 Board recommendations

The Board recommend that Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2 – ISSUE OF DIRECTOR SHARES TO PETER SU, NON-EXECUTIVE DIRECTOR

3.1 Background

As detailed in section 1 above, as part of the Placement, Mr Peter Su subscribed for 6,771,482 New Shares ( Director Placement Shares ), through his nominee Ausglobal Bauxite Pty Ltd.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of the 6,771,482 New Shares ( Director Issue ).

3.2 Regulatory Requirements

As Shareholder approval is being sought under ASX Listing Rule 10.11, approval is not also required under ASX Listing Rule 7.1.

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX 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 so;
10.11.4 an associate of a person referred to in ASX 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 ASX 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 Director Issue falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of the Company’s shareholders under ASX Listing Rule 10.11.

Resolution 2 seeks the required shareholder approval to the Director Issue under and for the purposes of ASX Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the Director Issue and issue the Shares to Mr Su.

If Resolution 2 is not passed, the Company will not be able to proceed with the Director Issue.

3.3 Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed Director Issue to Mr Su:

(a) The names of the persons to whom the entity agreed to issue the securities and the category in rule 10.11 the person falls within

The Director Placement Shares are proposed to be issued to Mr Peter Su who is a related party to the Company (ASX Listing Rule 10.11.1 category) by virtue of being a Director.

(b) Number of securities and class of securities issued

The maximum number of New Shares to be issued under Resolutions 2 is 6,771,482.

(c) Terms of the securities

The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

(d) Date of issue

The Shares will be issued as soon as practicable after the date of the meeting and in any event within one month after the date of the Meeting.

(e) Issue price or other consideration

The issue price for the Director Placement Shares was $0.08, being a 14% discount to the last closing price of $0.093 on 28 July 2021 and a 17.8% discount to the 5-day VWAP.

(f) Purpose of the issue, including the intended use of the funds raised

The issue of the Director Placement Shares (which formed part of the Placement) was to raise capital for the purpose of delivering the MinimMartap Feasibility Study and other project deliverables, for advance strategic project and off-take discussions, as well as for corporate overheads and general working capital.

(g) Relevant agreement

The Director Placement Shares were not issued pursuant to any agreement.

(h) Voting exclusion statement
A Voting Exclusion Statement has been provided for these Resolutions in their respective Agenda Sections in this Notice of Meeting.

3.4 Section 208 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:

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

Section 210 of the Corporations Act states that member approval is not needed to give a financial benefit on terms that:

(a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm's length; or
(b) are less favourable to the related party than the terms referred to in paragraph (a).

The Directors have determined that, as the issue of Shares is proposed to take place on the same terms as the Placement, the financial benefit given by the Company is reasonable in the circumstances if the Company and the recipients were dealing at

arm’s length. Accordingly, Shareholder approval is not required under Chapter 2E of the Corporations Act.

3.5 Board recommendations

Mr Su declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution on the basis that he is to be issued the Director Placement Shares should Resolution 2 be passed.

The remaining Board members recommend that Shareholders vote in favour of Resolution 2.

GLOSSARY

$ means Australian dollars.

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.

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 Canyon Resources Limited (ACN 140 087 261).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Director Placement Shares has the meaning given to that term in section 1 of this Notice of Meeting.

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.

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

Key Management Personnel has the meaning given to that term in section 9 of the Corporations Act.

New Shares means a new Share to be issued under the Placement.

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

Placement has the meaning given to that term in section 1 of this Notice of Meeting.

Placement Shares has the meaning given to that term in section 1 of this Notice of Meeting.

Proxy Form means the proxy form accompanying the Notice.

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.

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

Need assistance?

Phone:

Canyon Resources Limited ABN 13 140 087 261

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AWST) on Saturday, 18 September 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 185533

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Canyon Resources Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Canyon Resources Limited to be held at Level 9, 863 Hay Street, Perth, WA 6000 on Monday, 20 September 2021 at 10:00 AM (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 2 (except where I/we have indicated a different voting intention in step 2) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 2 by marking the appropriate box in step 2.

Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Resolution 1 Ratification of Prior Issue of Shares - Placement Resolution 2 Issue of Shares to Peter Su, Non-executive Director

For Against Abstain

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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CANYON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2021

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