ABN 41 120 069 089

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Suite 1, 245 Churchill Avenue Subiaco WA 6008 (08) 9426 6400 www.caravelminerals.com.au

16 April 2021

Dear Shareholder,

IMPORTANT INFORMATION IN REGARD TO SHAREHOLDER MEETING VOTING

Notice is hereby given that a general meeting of Shareholders of Caravel Minerals Limited (Company) will be held at Suite 1, 245 Churchill Avenue, Subiaco WA 6008 on Tuesday, 18 May 2021 at 9:30am (WST) (Meeting).

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.

In accordance with current laws, 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 to the Company’s website.

www.caravelminerals.com.au

A personalised Proxy Form will be sent to all Shareholders by post or email.

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. 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 9.30am (WST) on Sunday 16 May 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 Monday 17 May 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 (08) 9426 6400 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 www.caravelminerals.com.au

Yours faithfully,

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Daniel Davis Company Secretary

CARAVEL MINERALS LIMITED ACN 120 069 089

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting of Shareholders to be held on 18 May 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 18 May 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.

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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 18 May 2021 at 9:30am (WST) for the purpose of transacting the following business.

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

RESOLUTION 1 – RATIFICATION OF PLACEMENT OF 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 of 39,000,000 Shares to institutional investors on 4 March 2021 as part of a placement under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 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 participated in the issue 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.

RESOLUTION 2 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1A

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

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" That the issue of 17,250,000 Shares to institutional investors on 4 March 2021 as part of a placement under Listing Rule 7.1A is approved under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement. "

(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.

RESOLUTION 3 – RATIFICATION OF ISSUE OF ADVISER OPTIONS

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

" That the issue of 2,000,000 Options to Cannacord Genuity (Australia) Limited on or about 4 March 2021 under Listing Rule 7.1 is approved under and for the purposes of Listing Rule 7.4 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 Cannacord Genuity (Australia) Limited, a person who participated in the issue 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.

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RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO WAYNE TRUMBLE

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

" That the issue up to 287,908 Options to Wayne Trumble or his nominees is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 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 referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan 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.

Restriction on proxy voting by key management personnel or closely related parties : A person appointed as 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 for the Company; 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: (c) the proxy is the chair of the Meeting; and (d) the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Where the chair is the related party the subject of the Resolution or is an associate of the related party, the chair cannot cast undirected proxies in respect of the Resolution.

RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO STEVE ABBOTT

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

" That the issue up to 2,303,262 Options to Steve Abbott or his nominees is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Statement. "

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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.

Restriction on proxy voting by key management personnel or closely related parties : A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

(e) the proxy is either: (i) a member of the key management personnel for the Company; or (ii) a closely related party of such a member; and
(f) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (g) the proxy is the chair of the Meeting; and (h) the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Where the chair is the related party the subject of the Resolution or is an associate of the related party, the chair cannot cast undirected proxies in respect of the Resolution.

RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO ALASDAIR COOKE

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

" That the issue up to 2,303,262 Options to Alasdair Cooke or his nominees is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Statement. "

(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.

Restriction on proxy voting by key management personnel or closely related parties :

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

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(i) the proxy is either:

(i) a member of the key management personnel for the Company; or

(ii) a closely related party of such a member; and
(j) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(k) the proxy is the chair of the Meeting; and

(l) the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Where the chair is the related party the subject of the Resolution or is an associate of the related party, the chair cannot cast undirected proxies in respect of the Resolution.

RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO RICHARD MONTI

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

" That the issue up to 143,954 Options to Richard Monti or his nominees is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Statement. "

(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.

Restriction on proxy voting by key management personnel or closely related parties : A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

(m) the proxy is either:
(i) a member of the key management personnel for the Company; or (ii) a closely related party of such a member; and
(n) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:
(o) the proxy is the chair of the Meeting; and
(p) the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Where the chair is the related party the subject of the Resolution or is an associate of the related party, the chair cannot cast undirected proxies in respect of the Resolution.

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VOTING AND PROXIES

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.
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.
The Chair of the Meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, including Resolutions 4 to 7. The Proxy Form expressly authorises the Chair of the Meeting to exercise the proxy in relation to Resolutions 4 to 7 even though these Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the Chair) will not be voted on Resolutions 4 to 7

Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling of the activities of the Company, directly or indirectly. Closely related parties are defined in the Corporations Act, and include certain family members, dependants and companies controlled by key management personnel.

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 16 May 2021 at 5.00pm (WST).
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

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Steve Abbott Managing Director

Dated: 16 April 2021

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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 Resolutions contained in the Notice.

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

1. RESOLUTIONS 1 AND 2 - RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULES 7.1 AND 7.1A

1.1 Background

As announced on 24 February and 4 March 2021, the Company undertook a placement to institutional investors being clients of Cannacord Genuity (Australia) Limited to raise $9,000,000 by the issue of 56,250,000 Shares at 16 cents per Share (Placement).

The net funds from the Placement are intended to be used to complete a pre-feasibility study on the Caravel Copper Project, explore the Company's other projects and for general working capital.

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

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An "eligible entity" means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes and obtained approval at its 2020 annual general meeting to the additional 10% capacity under Listing Rule 7.1A.

The Company is therefore able to issue equity securities up to a combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval within the limits provided.

The Company undertook the Placement by relying on its placement capacity under Listing Rule 7.1 and part of its placement capacity under Listing Rule 7.1A as the issue did not fall within any of the exceptions to Listing Rule 7.1.

39,000,000 Shares were issued pursuant to the Company's Listing Rule 7.1 capacity and are the subject of Resolution 1. 17,250,000 Shares were issued pursuant to the Company's Listing Rule 7.1A capacity, which capacity was approved by Shareholders at the annual general meeting held on 26 November 2020.

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 Listing Rule 7.1 or Listing Rule 7.1A (as the case may be) and so does not

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reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 or 7.1A.

To this end, Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement.

If Resolution 1 is passed, the 39,000,000 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, the 39,000,000 Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 2 is passed, the 17,250,000 Shares will be excluded in calculating the Company's additional 10% capacity in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval under Listing Rule 7.1A until 25 November 2021.

If Resolution 2 is not passed, the 17,250,000 Shares will be included in calculating the Company's additional 10% capacity in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval under Listing Rule 7.1A until 25 November 2021.

1.2 Listing Rule 7.5

For Shareholders to approve the issue of the Placement Shares under and for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5:

(a) The securities were issued to institutional investors exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act. Cannacord Genuity (Australia) Limited acted as sole lead manager and bookrunner to the Placement. None of the subscribers is a related party of the Company.
(b) 56,250,000 Shares were issued on the following basis:
(i) 39,000,000 Shares were issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1); and
(ii) 17,250,000 Shares were issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2).
(c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares.
(d) The Shares were issued on 4 March 2021.
(e) The Shares were issued at 16 cents each.
(f) The purpose of the issue was to raise funds to be used as set out in Section 1.1 above.
(g) The Shares were issued pursuant to a lead manager placement agreement, the material term of which is Cannacord Genuity (Australia) Limited provides sole lead manager services in respect of the Placement for a fee of 6% of the moneys raised and the issue of 2,000,000 Options (see Resolution 3).

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2. RESOLUTION 3 – RATIFICATION OF ISSUE OF ADVISER OPTIONS

2.1 Background

On 3 March 2021 (" Issue Date ") the Company issued 2,000,000 Options pursuant to a lead manager placement agreement with Cannacord Genuity (Australia) Limited, which acted as sole lead manager and bookrunner to the Placement the subject of Resolutions 1 and 2 (" Issue ").

This Resolution seeks Shareholder approval in relation to the issue of the 2,000,000 Options.

Information about Listing Rules 7.1, 7.1A and 7.4 is set out in Section 1.1 above.

The securities issued the subject of this Resolution were issued within the Company's 15% capacity in Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

To this end, this Resolution seeks Shareholder approval to the Issue under and for the purposes of Listing Rule 7.4.

If this Resolution is passed, the Issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1 and the additional 10% capacity in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.

If this Resolution is not passed, the Issue will be included in calculating the Company's 15% limit in Listing Rule 7.1 and the additional 10% capacity in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date.

2.2 Listing Rule 7.5

For Shareholders to approve the Issue under and for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5:

(a) The securities were issued to Cannacord Genuity (Australia) Limited, which is not a related party of the Company.
(b) The number of securities issued was 2,000,000 Options.
(c) The Options have an exercise price of 30 cents and an expiry date of 3 March 2024. The full terms of the Options are set out in Schedule 1.
(d) The Options were issued on or about 3 March 2021.
(e) The Options were issued for no cash consideration and there is no issue price.
(f) The purpose of the issue of the Options is to incentivise and reward Cannacord Genuity (Australia) Limited for its lead manager services in respect of the Placement the subject of Resolutions 1 and 2.
(g) The securities were issued under a lead manager placement agreement, the material term of which is Cannacord Genuity (Australia) Limited provides sole lead manager services in respect of the Placement the subject of Resolutions 1 and 2 for a fee of 6% of moneys raised and the issue of 2,000,000 Options.

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3. RESOLUTIONS 4, 5, 6 AND 7 – APPROVAL TO ISSUE OPTIONS TO DIRECTORS

3.1 General

The Board consists of Wayne Trumble (Non-Executive Chairman), Steve Abbott (Managing Director), Alasdair Cooke (Executive Director) and Richard Monti (Non-Executive Director).

These Resolutions seek Shareholder approval so that the Company may issue Options as an incentive to each of the 4 Directors, being Wayne Trumble (Resolution 4), Steve Abbott (Resolution 5), Alasdair Cooke (Resolution 6) and Richard Monti (Resolution 7).

Shareholder approval is required for the purposes of Chapter 2E of the Corporations Act (section 208) and Chapter 10 of the Listing Rules because each of the Directors is a related party of the Company. Shareholder approval is being sought under Listing Rule 10.14 as the securities are being issued under an employee incentive scheme. Each of Chapter 2E and Listing Rule 10.14 are dealt with separately below.

3.2 Chapter 2E of the Corporations Act - Related Party Transaction

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or
(b) prior shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, each of the 4 Directors is a related party of the Company.

The issue of Options to a related party is a financial benefit requiring shareholder approval in the absence of a specified exception applying.

For the purpose of Chapter 2E of the Corporations Act the following information is provided.

(a) The related party to whom the resolutions would permit the financial benefit to be given

The related parties are Wayne Trumble (Resolution 4), Steve Abbott (Resolution 5), Alasdair Cooke (Resolution 6) and Richard Monti (Resolution 7) or their nominees.

(b) The nature of the financial benefit

The nature of the financial benefit is the issue of up to:

(i) 287,908 Tranche 1 Options to Wayne Trumble or his nominees;
(ii) 2,303,262 Options to Steve Abbott or his nominees being 1,151,631 Tranche 1 Options and 1,151,631 Tranche 2 Options;
(iii) 2,303,262 Options to Alasdair Cooke or his nominees being 1,151,631 Tranche 1 Options and 1,151,631 Tranche 2 Options;
(iv) and
(v) 143,954 Tranche 1 Options to Richard Monti or his nominees.

Up to 2,735,124 Options will be Tranche 1 Options with an exercise price of 30 cents, an

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expiry date of 30 June 2023 and immediately vesting. Up to 2,303,262 Options will be Tranche 2 Options with an exercise price of 30 cents, an expiry date of 30 June 2023 and vesting upon the completion of a pre-feasibility study on the Caravel Copper Project. The full terms of each of the Tranche 1 Options and the Tranche 2 Options are set out in Schedule 3.

The purpose of the issue of the Options is to incentivise each of the Directors to provide ongoing dedicated services and to have their remuneration linked to the performance of the Company. The benefit will only be received from the Options upon the Company's Share price exceeding the exercise price of the Options and thereby warranting their exercise.

Under the Company's current circumstances, the Directors consider that the incentive, represented by the issue of these Options, is a cost effective and efficient reward and incentive to be provided to each Director by the Company, as opposed to alternative forms of incentive, such as the payment of cash compensation.

The Directors independent of the particular Director in each case (being the 3 other Directors that are not the subject of the particular Resolution) consider that the quantity of Options together with the terms of the Options constitutes an appropriate number to adequately incentivise the Director in question in light of that Director's skill and experience and his current remuneration as detailed below.

The Company acknowledges that the issue of the Options to each of Wayne Trumble and Richard Monti as non-executive directors may be contrary to guidelines for non-executive director remuneration in the ASX Corporate Governance Principles and Recommendations, 4[th] Edition suggesting that non-executive directors should not receive performance based remuneration. However, the Board considers the issue of the Options to Wayne Trumble and Richard Monti to be reasonable in the circumstances given the Company's size and stage of development and the importance of maintaining the Company's cash reserves.

The independent Directors in each case recommend that Shareholders vote in favour of the Resolutions.

Wayne Trumble abstains from making a recommendation as a Director to Shareholders on Resolution 4 as he has a material personal interest in the outcome as the recipient of the Options.

Steve Abbott abstains from making a recommendation as a Director to Shareholders on Resolution 5 as he has a material personal interest in the outcome as the recipient of the Options.

Alasdair Cooke abstains from making a recommendation as a Director to Shareholders on Resolution 6 as he has a material personal interest in the outcome as the recipient of the Options.

Richard Monti abstains from making a recommendation as a Director to Shareholders on Resolution 7 as he has a material personal interest in the outcome as the recipient of the Options.

(d) Current total remuneration package

The current total remuneration received by Wayne Trumble is $25,000 per year director's fee inclusive of superannuation.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 13

The current total remuneration received by Steve Abbott is $93,600 per year inclusive of superannuation for 25% time commitment with additional services charged at $1,500 per day.

The current total remuneration received by Alasdair Cooke is $150,000 per year inclusive of superannuation for 40% time commitment with additional services charged at $1,500 per day.

The current total remuneration received by Richard Monti is $25,000 per year director's fee inclusive of superannuation. In addition to acting as a non-executive director, Richard Monti may provide geological, technical and strategy services to the Company from time to time and his remuneration for these services will be at $1,500 a day.

(e) Existing relevant interests

As at the date of this Notice, the Directors have a relevant interest in securities of the Company as follows:

	Shares	Options
Wayne Trumble	0	500,0001
Steve Abbott	957,144	8,000,0001
Alasdair Cooke	23,176,358	4,730,0002
Richard Monti	1,000,000	1,250,0003

The Options have an exercise price of 8 cents and an expiry date of 30 September 2021.
2,000,000 of the Options have an exercise price of 8 cents and an expiry date of 30 September 2021 and 2,730,000 of the Options have an exercise price of 8 cents and an expiry date of 30 June 2022.
The Options have an exercise price of 8 cents and an expiry date of 30 September 2022.

(f)

Dilution

The passing of the Resolutions would have the effect of issuing up to 5,038,386 Options.

If any of the Options are exercised into Shares, the effect will be to dilute the shareholding of existing Shareholders. If all the 5,038,386 Options were exercised into Shares, the effect would be to dilute the shareholding of the existing Shareholders by approximately 1.43% based on the total number of Shares on issue at the date of this Notice of 347,641,913.

(g) Trading history

The following table gives details of the highest, lowest and the latest closing price of the Company's Shares trading on the ASX over the last 12 months.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 14

	Closing Price	Date
Highest Price	25.5 cents	1 January 2021
Lowest Price	1.7 cents	16 April 2020
Latest Price	20.5 cents	15 April 2021

(h) Valuation of Options

The Company's independent advisers, Anlar Consulting, have valued the Options to be issued by reference to the binomial valuation model.

The following assumptions have been made regarding the inputs required for the model:

Input	Tranche 1 Options	Tranche 2 Options	Note
Number of Options	2,735,124	2,303,262
Underlying share spot price	20 cents	20 cents	1
Exercise Price	30 cents	30 cents	2
Dividend rate	Nil	Nil	3
Risk free rate	0.072%	0.072%	4
Volatility	116.98%	116.98%	5
Life of the Options	2.25 years	2.25 years	6
Service or Performance Condition	Nil	Completion of a pre- feasibility study on the Caravel Copper Project	7

Note 1: The underlying Share spot price used for the purpose of the valuation is based on the closing Share price of 20 cents on 30 March 2021.
Note 2: The exercise price is 30 cents.
Note 3: No dividends are expected to be paid during the life of the Options.
Note 4: The risk free rate is based on the average yield on 2 and 3 year Commonwealth Treasury bonds at 30 March 2021.
Note 5: The volatility was calculated from the Company's historical trading volatility over the last 12 months and is 116.98%.
Note 6: The life of the Options has been assumed to be 2.25 years expiring on 30 June 2023, the final date for exercise of the Options.
Note 7: There is no vesting hurdle for the Tranche 1 Options. The vesting hurdle for the Tranche 2 Options is completion of a pre-feasibility study on the Caravel Copper Project.

Based on the above assumptions, the Options have been valued as follows:

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 15

Number and Value of Options	Number and Value of Options	Number and Value of Options
	Tranche 1 Options	Tranche 2 Options
Wayne Trumble	287,908 Options – 10.97 cents each ($31,572)	Nil
Steve Abbott	1,151,631 Options – 10.97 cents each ($126,287)	1,151,631 Options – 10.97 cents each ($126,287)
Alasdair Cooke	1,151,631 Options – 10.97 cents each ($126,287)	1,151,631 Options – 10.97 cents each ($126,287)
Richard Monti	143,954 Options – 10.97 cents each ($15,786)	Nil

(i) Other information

The Directors do not consider that there are opportunity costs to the Company or benefits foregone by the Company in issuing the Options.

The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass the Resolutions.

3.3 Listing Rule 10.14

The Company is proposing to issue Options to each of its 4 Directors under the Employee Incentive Plan, which is an employee incentive scheme (" Issue ").

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

(a) Listing Rule 10.14.1 – a director of the listed company;
(b) Listing Rule 10.14.2 – an associate of a director of the listed company; or
(c) Listing Rule 10.14.3 – a person whose relationship with the listed company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Issue falls within Listing Rule 10.14.1 above and therefore requires the approval of the Company's Shareholders under Listing Rule 10.14.

The Resolutions seek the required Shareholder approval to the Issue under and for the purposes

of Listing Rule 10.14.

If the Resolutions are passed, the Company will be able to proceed with the Issue and the Directors will be able to be issued the Options under the Employee Incentive Plan.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 16

If the Resolutions are not passed, the Company will not be able to proceed with the Issue and this incentive will not be issued to the Directors. No other replacement incentive is currently proposed.

3.4 Listing Rule 10.15

For Shareholders to approve the issue of the Options under and for the purposes of Listing Rule 10.14, the following information is provided to Shareholders in accordance with Listing Rule 10.15:

(a) The securities will be issued to Wayne Trumble (Resolution 4), Steve Abbott (Resolution 5), Alasdair Cooke (Resolution 6) and Richard Monti (Resolution 7) or their nominees.
(b) Each of Wayne Trumble, Steve Abbott, Alasdair Cooke and Richard Monti is a Director and is a Listing Rule 10.14.1 party.
(c) The number of securities the Company will issue is up to 287,908 Options to Wayne Trumble, up to 2,303,262 Options to Steve Abbott, up to 2,303,262 Options to Alasdair Cooke and up to 143,954 Options to Richard Monti.
(d) The current total remuneration package of each of Wayne Trumble, Steve Abbott, Alasdair Cooke and Richard Monti is set out in Section 3.2(d) above.
(e) The securities that have previously been issued to the Directors the subject of Resolutions 4 to 7 under the Employee Incentive Plan are:

Wayne Trumble

500,000 Options (exercise price of 8 cents and expiry date of 30 September 2021) on 30 November 2018.

Steve Abbott

2,000,000 Options (exercise price of 8 cents and expiry date of 30 September 2021) on 12 October 2018.
6,000,000 Options (exercise price of 8 cents and expiry date of 30 September 2021) on 23 November 2019.

Alasdair Cooke

2,000,000 Options (exercise price of 8 cents and expiry date of 30 September 2021) on 30 November 2018.
2,730,000 Options (exercise price of 8 cents and expiry date of 30 June 2022) on 11 September 2020.

Richard Monti

1,250,000 Options (exercise price of 8 cents and expiry date of 30 September 2022) on 26 November 2020.

All of these securities were issued for nil acquisition price and the average acquisition price is nil.

(f) The securities to be issued are Tranche 1 Options with an exercise price of 30 cents and an expiry date of 30 June 2023 and Tranche 2 Options with an exercise price of 30c and

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 17

an expiry date of 30 June 2023 and vest upon the completion of a pre-feasibility study on the Caravel Copper Project. The full terms of each of the Tranche 1 Options and Tranche 2 Options are set out in Schedule 3. Options are being issued under the Employee Incentive Plan as the Directors consider this incentive is a cost effective and efficient reward and incentive and will preserve the cash reserves of the Company as opposed to the payment of cash compensation. The value of the Options with the disclosure of the assumptions is set out in Section 3.2(h) above.

(g) The securities are intended to be issued within 1 week of the Meeting.
(h) The Options will be issued for no consideration and there is no issue price.
(i) The material terms of the Employee Incentive Plan are summarised in Schedule 2.
(j) No loan will be made to any of the Directors in relation to the issue of the Options under the Employee Incentive Plan.
(k) Details of any securities issued under the Employee Incentive Plan to Listing Rule 10.14 parties will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Employee Incentive Plan after this Resolution is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 18

CARAVEL MINERALS LIMITED ACN 120 069 089

GLOSSARY

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

" ASIC " means Australian Securities and Investments Commission.

" 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 " or " Chairman " means the chairperson of the Company.

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

" Constitution " means the constitution of the Company.

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

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

" Employee Incentive Plan " means the Caravel Minerals Employee Incentive Plan approved by Shareholders at the 2019 annual general meeting, with the terms summarised in Schedule 2.

" 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.

" Option " means an option to subscribe for a Share.

" Performance Right " means a right to acquire a Share subject to the satisfaction of applicable vesting conditions.

" 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.

" Tranche 1 Options " means Options with the terms set out in Schedule 3.

" Tranche 2 Options " means Options with the terms set out in Schedule 3.

" 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

Page 19

SCHEDULE 1

Terms of Options to Adviser (Resolution 3)

The terms of the Options are:

Each Option entitles the holder to one Share (fully paid ordinary share) upon exercise of the Option.
The exercise price of the Options is 30 cents (Exercise Price).
The Options are exercisable at any time prior to 5.00 pm WST on 3 March 2024 (Expiry Date).
The Options are freely transferable. The Options are not intended to be quoted.
The Company will provide to each Option holder a notice that is to be completed when exercising the Options (Notice of Exercise). Prior to the Expiry Date, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.
There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Optionholder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give an Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue (Bonus Issue) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 20

SCHEDULE 2

Terms of Employee Incentive Plan

1. Purpose The purpose of the Employee Incentive Plan is to provide an incentive for eligible participants to participate in the future growth of the Company and to offer Options or Performance Rights to assist with reward, retention, motivation and recruitment of eligible participants.

2. Eligible Participants Eligible participants are a full or part-time employee, or a director of the Company or a subsidiary, relevant contractors and casual employees and prospective parties in these capacities ("Eligible Participants").

3. Offers Subject to any necessary Shareholder approval, the Board may offer Options or Performance Rights to Eligible Participants for nil consideration.

4. Expiry Date The expiry date of any Options or Performance Rights will be determined by the Board.

5. Vesting Conditions An Option or Performance Right may only be exercised after it has and Lapse vested and before its expiry date. The Board may determine the conditions upon the vesting of the Options or Performance Rights at its discretion. By way of example, the Board may impose Share price and/or continuous service vesting hurdles.

An Option or Performance Right lapses upon various events including a vesting condition not being satisfied, a participant ceasing to be an Eligible Participant (except for certain matters such as death or permanent disablement) and upon misconduct by a participant.

6. Shares issued on Each Option or Performance Right entitles the holder to one fully paid vesting ordinary share on exercise or vesting.

7. Transferability and An Option or Performance Right may not be transferred without the prior quotation written approval of the Board or by force of law. Quotation of the Options or Performance Rights on the ASX will not be sought. However, the Company will apply for official quotation of Shares issued on the exercise of the Options or vesting of the Performance Rights.

8. No voting or The Options or Performance Rights are personal and do not confer any dividend rights entitlement to attend or vote at meetings, any entitlement to dividends or any entitlement to participate in any return of capital unless the Options or Performance Rights are vested and the underlying Shares have been issued.

9. No participation The Options or Performance Rights do not entitle the holder to rights participate in the issue of securities unless the Options or Performance Rights are exercised or vested and Shares have been issued before the record date for determining entitlements.

10. Limitation on Securities to be issued under the Employee Incentive Plan in any 3 year number of period must not exceed 5% of the total number of Shares on issue at the securities time of the relevant offer. Various excluded offers may be disregarded so as to not count for the 5% limit being any offer to a person outside

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 21

Australia, an offer not requiring disclosure to investors because of section 708 of the Corporations Act or an offer made under a disclosure document.

11. Administration of The Employee Incentive Plan will be administered under the directions the Employee of the Board and the Board may determine procedures for the Incentive Plan administration of the Employee Incentive Plan as it considers appropriate.

12. Operation The operation of the Employee Incentive Plan is subject to the Listing Rules and the Corporations Act.

13. Application of Subdivision 83A-C (deferred inclusion of gain in assessable income) of Subdivision 83A-C the Income Tax Assessment Act 1997 (Cth) applies to the Employee of the Income Tax Incentive Plan and holders of securities issued under the Employee Assessment Act Incentive Plan may agree to a restriction period for the disposal or 1997 (Cth) transfer of the securities including any underlying securities.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 22

SCHEDULE 3

Terms of Options (Resolution 4, 5, 6 and 7)

Tranche 1 Options

The terms of the Tranche 1 Options are:

Each Option entitles the holder to one Share (fully paid ordinary share) upon exercise of the Option.
The exercise price of the Options is 30 cents (Exercise Price).
The Options are exercisable at any time prior to 5.00 pm WST on 30 June 2023 (Expiry Date).
The Options are only transferable with Board approval. The Options are not intended to be quoted.
The Company will provide to each Option holder a notice that is to be completed when exercising the Options (Notice of Exercise). Prior to the Expiry Date, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.
There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Optionholder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give an Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue (Bonus Issue) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

Page 23

Tranche 2 Options

The terms of the Tranche 2 Options are:

Each Option entitles the holder to one Share (fully paid ordinary share) upon exercise of the Option.
The exercise price of the Options is 30 cents (Exercise Price).
Subject to paragraph 4 below, the Options are exercisable at any time prior to 5.00 pm WST on 30 June 2023 (Expiry Date).
The Options vest and may only be exercised if the Company completes a pre-feasibility study on the Caravel Copper Project.
The Options are only transferable with Board approval. The Options are not intended to be quoted.
The Company will provide to each Option holder a notice that is to be completed when exercising the Options (Notice of Exercise). Prior to the Expiry Date, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.
Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.
There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Optionholder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give an Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
If there is a bonus issue (Bonus Issue) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

Caravel Minerals Limited Notice of General Meeting and Explanatory Statement

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AI assistant

CARAVEL MINERALS LIMITED — Proxy Solicitation & Information Statement 2021

64732_rns_2021-04-15_ce2604e8-5ce7-499c-80e9-8329e7a07d76.pdf

IMPORTANT INFORMATION IN REGARD TO SHAREHOLDER MEETING VOTING

www.caravelminerals.com.au

How Shareholders Can Participate

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

CARAVEL MINERALS LIMITED ACN 120 069 089

NOTICE OF GENERAL MEETING

RESOLUTION 1 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1

RESOLUTION 2 – RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULE 7.1A

RESOLUTION 3 – RATIFICATION OF ISSUE OF ADVISER OPTIONS

RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO WAYNE TRUMBLE

RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO STEVE ABBOTT

RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO ALASDAIR COOKE

RESOLUTION 7 – APPROVAL TO ISSUE OPTIONS TO RICHARD MONTI

VOTING AND PROXIES

By order of the Board

Steve Abbott Managing Director

CARAVEL MINERALS LIMITED ACN 120 069 089

EXPLANATORY STATEMENT

1. RESOLUTIONS 1 AND 2 - RATIFICATION OF PLACEMENT OF SHARES UNDER LISTING RULES 7.1 AND 7.1A

1.1 Background

1.2 Listing Rule 7.5

2. RESOLUTION 3 – RATIFICATION OF ISSUE OF ADVISER OPTIONS

2.1 Background

2.2 Listing Rule 7.5

3. RESOLUTIONS 4, 5, 6 AND 7 – APPROVAL TO ISSUE OPTIONS TO DIRECTORS

3.1 General

3.2 Chapter 2E of the Corporations Act - Related Party Transaction

(e) Existing relevant interests

(f)

Dilution

(g) Trading history

(h) Valuation of Options

(i) Other information

3.3 Listing Rule 10.14

3.4 Listing Rule 10.15

Wayne Trumble

Steve Abbott

Alasdair Cooke

Richard Monti

CARAVEL MINERALS LIMITED ACN 120 069 089

GLOSSARY

SCHEDULE 1

Terms of Options to Adviser (Resolution 3)

SCHEDULE 2

Terms of Employee Incentive Plan

SCHEDULE 3

Terms of Options (Resolution 4, 5, 6 and 7)

Tranche 1 Options

Tranche 2 Options

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