CANYON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2022

Jul 10, 2022

Canyon Resources Limited ABN 13 140 087 261

Dear Shareholder

A General Meeting ( Meeting ) of shareholders of Canyon Resources Limited (ABN 13 140 087 261) ( Company ) will be held at QV1 Conference Centre, Level 2, 250 St Georges Terrace, Perth, Western Australia 6000 on Wednesday, 10 August 2022 at 10:00am (AWST).

The Board has made the decision that it will hold a physical Meeting with appropriate social distancing measures in place to comply with the State Government’s current restrictions on gatherings.

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) ( Corporations Act ), the Company will not be sending hard copies of the Notice to shareholders unless a shareholder has requested a hard copy of the Notice or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The Notice can be viewed and downloaded from the Company’s website at https://www.canyonresources.com.au/ or ASX at www2.asx.com.au.

The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting. The proxy may be lodged using any of the following methods:

• by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this postcard to: Share Registry - Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne Victoria 3001, Australia; or

• by faxing a completed proxy form to: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• by recording the proxy appointment and voting instructions via the internet at www.investorvote.com.au. Only registered Shareholders may access this facility and will need their Holder Identification Number ( HIN ) or Securityholder Reference Number ( SRN ); or

• by mobile by scanning the QR code on your proxy form and follow the prompts; or

• for Intermediary Online subscribers only (custodians), by recording your voting intentions via the internet at www.intermediaryonline.com.

Your proxy form must be received by 10:00am (AWST) on 8 August 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are constantly evolving and accordingly, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify any changes by way of announcement on ASX and the details will also be made available on our website at https://www.canyonresources.com.au/.

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

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

Yours sincerely,

Matt Worner Company Secretary

page | 1

Samples/000002/000004/i12

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

CAY

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AWST) on Monday, 8 August 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

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 QV1 Conference Centre, Level 2, 250 St Georges Terrace, Perth, WA 6000 on Wednesday, 10 August 2022 at 10:00am (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1 Ratification of issue of Shares to unrelated placees under Tranche 1 of Placement
Resolution 2 Proposed Issue of New Options to unrelated placees under Tranche 2 of Placement
Resolution 3 Proposed issue of Shares under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr Peter Su) (or his nominee(s))
Resolution 4 Proposed issue of Shares under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr David Netherway) (or his nominee(s))
Resolution 5 Proposed issue of Shares under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr Steven Zaninovich) (or his nominee(s))
Resolution 6 Proposed issue of New Options under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr Peter Su) (or his nominee(s))
Resolution 7 Proposed issue of New Options under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr David Netherway) (or his nominee(s))
Resolution 8 Proposed issue of New Options under Tranche 2 of Placement to a Listing Rule 10.11 Party (Mr David Netherway) (or his nominee(s))
Resolution 9 Ratification of issue of Shares to MCA International Pty Ltd

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.

==> picture [253 x 18] intentionally omitted <==

----- Start of picture text -----

Step 3 Signature of Securityholder(s)
----- End of picture text -----

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

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
----- End of picture text -----

C A Y

2 8 9 5 4 7 A