CARAVEL MINERALS LIMITED — Proxy Solicitation & Information Statement 2021

May 13, 2021

CARAVEL MINERALS LIMITED ACN 120 069 089

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting of Shareholders to be held on 15 June 2021 at 9:30am (WST) at Suite 1, 245 Churchill Avenue, Subiaco, Western Australia

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

Shareholders are urged to vote by lodging the Proxy Form.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of Caravel Minerals Limited will be held at:

Suite 1, 245 Churchill Avenue Subiaco, Western Australia, 6008

Commencing at 9:30am (WST) on 15 June 2021

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 9:30am (WST). Given the current COVID-19 pandemic, Shareholders are urged to vote by proxy.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form as soon as possible and deliver the Proxy Form in accordance with the instructions on the Proxy Form. You may also submit your Proxy Form online in accordance with instructions on the Proxy Form.

Your Proxy Form must be received no later than 48 hours before the commencement of the Meeting.

Caravel Minerals Limited Notice of Annual General Meeting and Explanatory Statement

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CARAVEL MINERALS LIMITED ACN 120 069 089

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Caravel Minerals Limited will be held at Suite 1, 245 Churchill Avenue, Subiaco , Western Australia on 15 June 2021 at 9:30am (WST) for the purpose of transacting the following business.

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolution set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

RESOLUTION 1 – APPROVAL TO ISSUE PLACEMENT SHARES UNDER LISTING RULE 7.1

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

"That the issue up to 27,777,778 Shares to exempt investors as a placement is approved under and for the purposes of Listing Rule 7.1 and for all other purposes, on the terms set out in the Explanatory Statement."

Voting Exclusion: 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 entity) or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

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

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

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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

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

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

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VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the chair of the Meeting 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.

3. The Chair of the Meeting will vote undirected proxies on, and in favour of, the proposed Resolution.

4. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 13 June 2021 at 5.00pm (WST).

5. If using the Proxy Form, please complete, sign and return it to the Company's registered office in accordance with the instructions on that form. Voting online is available.

By order of the Board

Daniel Davis Company Secretary Dated: 14 May 2021

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

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CARAVEL MINERALS LIMITED ACN 120 069 089

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolution.

1. BACKGROUND TO PLACEMENT

In accordance with the Company's ASX announcement of 3 May 2021, the Company intends to place a total of 27,777,778 Shares at 27 cents per Share in one tranche ("Placement Shares") to raise $7,500,000 before costs ("Placement").

At the date of the agreement to issue the securities, the Company did not have placement capacity to issue the Placement Shares. Therefore, subject to Shareholder approval under Listing Rule 7.1, the Placement Shares will be issued to sophisticated, professional and other exempt investors who are unrelated parties.

Cannacord Genuity (Australia) Limited is the lead manager to the Placement. It will receive a total fee of 6% of the moneys raised by the Placement being a 4% capital raising fee and a 2% placement management fee.

The funds from the Placement are intended to be used to fund additional infill and extension drilling on the Caravel Copper Project, potential acquisition of land over the Bindi Deposit and Caravel Copper Project area and for general working capital.

2. RESOLUTION 1 – APPROVAL TO ISSUE PLACEMENT SHARES UNDER LISTING RULE 7.1

2.1 Background

As referred to in Section 1 above, Resolution 1 is seeking approval to the issue of the Placement Shares.

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

The issue of the Placement Shares does not fall within any of the exceptions in Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1 at the date of the agreement to issue the securities. It therefore, and in accordance with Listing Rule 7.2 exception 17, requires the approval of the Company's Shareholders under Listing Rule 7.1.

This Resolution seeks the required Shareholder approval to the issue of the Placement Shares under and for the purposes of Listing Rule 7.1.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

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

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Placement Shares and the Company will not raise the sum of $7,500,000 the subject of this issue.

2.2 Listing Rule 7.3

For Shareholders to approve the issue of the Placement Shares under and for the purposes of Listing Rule 7.1, the following information is provided to Shareholders in accordance with Listing Rule 7.3:

• (a) The Shares the subject of this Resolution will be issued to sophisticated, professional and other investors exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act including to Paradice Investment Management Pty. Ltd. (“Paradice”) for $7,000,000 of the $7,500,000 to be raised. Canaccord Genuity (Australia) Limited is the lead manager to the Placement. None of the subscribers will be a related party of the Company.

• (b) The number of securities to issue is up to 27,777,778 Shares being:

• (i) up to 25,925,926 Shares to Paradice, which shares represent approximately 6.9% of the share capital of the Company subsequent to the Placement; and

• (ii) up to 1,851,852 Shares to other sophisticated, professional and exempt investors being clients of Cannacord Genuity (Australia) Limited.

• (c) The Shares will be fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (d) The Shares will be issued no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (e)

• The Shares will be issued at an issue price of 27 cents each.

• (f) The purpose of the issue of the Shares is to raise funds by the Placement, which funds are intended to be used as set out in Section 1 above.

• (g) The Shares are being issued pursuant to a lead manager placement agreement, the material term of which is Cannacord Genuity (Australia) Limited provides lead manager services in respect of the Placement for a total fee of 6% of the moneys raised.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

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CARAVEL MINERALS LIMITED ACN 120 069 089

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" ASX " means the ASX Limited (ACN 008 624 691).

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

" Board " means the Board of Directors of the Company.

" Chair " means the chairperson of the Meeting.

" Company " or " CVV " means Caravel Minerals Limited (ACN 120 069 089).

" Corporations Act " means Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" equity securities " has the same meaning as in the Listing Rules.

" Explanatory Statement " means this Explanatory Statement.

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

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Resolution " means a resolution referred to in the Notice.

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

" Shareholder " means a registered holder of Shares in the Company.

" WST " means Western Standard Time, Perth, Western Australia.

" A$ " or " $ " means Australian dollars unless otherwise stated.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

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