CHALICE MINING LIMITED — AGM Information 2020

Oct 25, 2020

26 October 2020

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Notice of Annual General Meeting and Letter to Shareholders

Chalice Gold Mines Limited (“Chalice” or “the Company”, ASX:CHN | OTCQB:CGMLF) advises that its 2020 Annual General Meeting (“AGM”) will be held at 9.00am (AWST) on Wednesday 25th November 2020.

Attached is a letter that has been distributed to shareholders today advising further details of the meeting including how to attend virtually.

A copy of the Notice of Annual General Meeting is also attached together with a generic Proxy Form.

Authorised for release on behalf of the Company by:

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Alex Dorsch Managing Director

For further information, please visit http://www.chalicegold.com to view our latest corporate presentation, or contact:

Corporate Enquiries Media Enquiries Alex Dorsch, Managing Director Nicholas Read, Principal and Managing Director Chalice Gold Mines Limited Read Corporate Investor Relations +61 8 9322 3960 +61 8 9388 1474 info@chalicegold.com info@readcorporate.com.au

Follow our communications: LinkedIn: https://au.linkedin.com/company/chalice-gold-mines Twitter: https://twitter.com/chalicegold

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26 October 2020

Dear Shareholder,

Chalice Gold Mines Limited – 2020 Annual General Meeting

Chalice Gold Mines Limited ( Chalice or the Company ) advises that it is providing two options to participate in its Annual General Meeting ( Meeting ) on Wednesday 25 November 2020 at 9.00am (AWST).

Attending inperson		Attending virtually
The Cassia Room, Level 1 Function Floor,The Westin Hotel, 480 Hay Street, Perth, Western Australia.		Online via a live webcast at https://web.lumiagm.com/301314269

In response to the Australian Government’s current COVID-19 restrictions and to prioritise the health and wellbeing of its Shareholders and employees, the Company will strictly comply with applicable limitations on public gatherings in force at the time of the Meeting. As at the date of this letter, the number of people that can physically attend the Meeting at The Westin Hotel will be limited to 80 persons.

As an alternative to attending in person, the Company encourages Shareholders to consider attending the meeting virtually. Please see below for further instructions.

In accordance with subsection 5(f) of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company will not be dispatching physical copies of the Notice of Annual General Meeting ( Notice ). The Meeting documentation, including a copy of the Notice, which was released to the ASX on 26 October 2020 is available on the Company’s website at https://www.chalicegold.com/2020AGM

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.

- Our Annual Report is also available to view and download at https://www.chalicegold.com/financial reports

If you have any difficulties obtaining a copy of the Notice or any of the meeting documents, please contact the Company Secretary on +61 (8) 9322 3960 or via email at info@chalicegold.com

Attending the AGM virtually

If you choose to attend the Meeting virtually you will be able to watch the AGM, vote and ask written questions online in real time. Guests to the AGM who are not registered as Shareholders as at 23 November 2020 at 4.00pm (AWST) will be able to listen to the AGM via the Lumi online platform but will not have access to vote or ask questions. All resolutions will be decided on a poll.

Shareholders are invited to participate virtually by:

Web Browser

Visit https://web.lumiagm.com/301314269 on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your bowser is compatible.

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Login details for Shareholders and guests:

Once you have accessed Lumi on your web browser, you will be prompted to enter the Meeting ID

Meeting ID: 301-314-269

Online registration will open 1 hour prior to the start of the Meeting.

To login, you must have the following information.

Login details for Shareholders and guests:	Login details for Shareholders and guests:	Login details for Shareholders and guests:	Login details for Shareholders and guests:
Once you have accessed Lumi on your web browser, you will be prompted to enter the Meeting ID Meeting ID: 301-314-269
Online registration will open 1 hour prior to the start of the Meeting. To login, you must have the following information.
Australian Resident	Overseas Resident	Appointed Proxy	Guests
Username: SRN / HIN Password: Postcode of registered holding	Username: SRN / HIN Password: Three letter country code e.g United States – USA.	To receive your username and password, please contact Computershare during the online registration period using the number below.	You will be asked to enter your name and email address. Please note, guests are not able to ask questions at the AGM.
For login assistance, please contact Computershare on +61 (0)3 9415 4024 or refer to Computershare’s “Online meeting guide” available on the Company’s website as provided above.

How to submit your vote in advance of the meeting

If you have not elected to receive Notices by email, a copy of your personalised proxy form is enclosed for your convenience. If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Meeting documentation.

Shareholders are encouraged to complete and lodge their proxies online at www.investorvote.com.au (Control number: 184351) or otherwise in accordance with the instructions set out in the proxy form and the Notice.

Your proxy voting instruction must be received by 9.00 am (WST) on Monday, 23 November 2020, being not less than 48 hours before the commencement of the AGM. Any proxy voting instructions received after that time will not be valid for the AGM.

Designated Foreign Issuer Status

The Company is a “designated foreign issuer”, as such term is defined in National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102). As such, the Company is exempt from certain reporting requirements imposed on reporting issuers in Canada. The Company is subject to the foreign regulatory requirements of the ASX, which is a “foreign regulatory authority” (as defined in NI 71-102). Generally, the Company will comply with Canadian ongoing reporting requirements if it complies with the regulatory requirements of ASX and files any documents required to be filed with or furnished to ASX on SEDAR.

As the situation regarding the management of COVID-19 continues to evolve, if it becomes necessary to make changes to the above meeting arrangements for the AGM, Chalice will advise Shareholders via the ASX Market Announcements Platform and also via the Company’s website.

The Directors of Chalice appreciate the understanding of Shareholders under the current circumstances and look forward to your participation at the AGM. We thank you for your continued support.

Yours faithfully,

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TIM GOYDER Chairman

CHALICE GOLD MINES LIMITED

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Chalice Gold Mines Limited ACN 116 648 956

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Time and Date:	9:00am (AWST) on Wednesday, 25 November 2020
In-person:	Cassia Room, Level 1 Function Floor, The Westin Perth, at 480 Hay
	Street Perth, Western Australia
Virtual:	Via the Lumi softwareplatform athttps://web.lumiagm.com*

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 9322 3960.

*In light of potential restrictions on public gatherings arising from the COVID-19 pandemic that may be in place at the date of the Annual General Meeting, the Annual General Meeting will be webcast live online via the Lumi software platform.

Shareholders are urged to attend, vote and ask questions online using their computer or mobile device by following the instructions outlined in this Notice.

Chalice Gold Mines Limited ACN 116 648 956

(Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Chalice Gold Mines Limited will be held virtually, and at Cassia Room, Level 1 Function Floor, The Westin Perth, at 480 Hay Street Perth, Western Australia and virtually online via the Lumi software platform on Wednesday, 25 November 2020 at 9:00am (AWST) ( Meeting ).

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

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 as Shareholders on Monday, 23 November 2020 at 4:00pm (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2020, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

'That the Remuneration Report be adopted by Shareholders.'

Resolution 2 – Election of Director – Garret Dixon

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

'That in accordance with article 7.6(c) of the Constitution, Listing Rule 14.4 and for all other purposes, Garret Dixon, a Director who was appointed on 21 August 2020, retires and, being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Ratification of prior issue of Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 28,619,046 Shares on the terms and conditions in the Explanatory Memorandum.'

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Resolution 4 – Approval to increase Non-Executive Directors' Remuneration

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

'That pursuant to and in accordance with article 7.8(a) of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the maximum total aggregate amount of fees payable to non-executive Directors to $650,000 per annum on the terms and conditions set out in the Explanatory Memorandum.'

Resolution 5 – Approval of change of Company name

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

'That, pursuant to and in accordance with section 157 of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to "Chalice Mining Limited” with effect from the date that ASIC alters the details of the Company's registration.'

Resolution 6 - Approval to issue Performance Rights to Alex Dorsch

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

'That, pursuant to and in accordance Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 280,081 Performance Rights to Alex Dorsch (or his nominees) under the Plan on the terms and conditions in the Explanatory Memorandum.'

Resolution 7 – Approval to issue Options to Non-Executive Directors

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

'That, pursuant to and in accordance Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of Options to Directors (or their respective nominees) under the Plan as follows:

• (a) up to 250,000 Options to Tim Goyder;

• (b) up to 150,000 Options to Morgan Ball;

• (c) up to 150,000 Options to Stephen Quin; and

• (d) up to 150,000 Options to Garret Dixon,

or their respective nominees, on the terms and conditions in the Explanatory Memorandum.'

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 3 by or on behalf of any person who participated in the issue of the Placement Shares, or any of their respective associates;

• (b) Resolution 4 by or on behalf of a Director, or any of their respective associates;

• (c) Resolution 6 by or on behalf of Alex Dorsch (or his nominees), a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, or any of their respective associates; and

• (d) Resolution 7(a), (b), (c) and (d) by or on behalf of Tim Goyder, Morgan Ball, Stephen Quin and Garret Dixon (or their respective nominees), a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote, 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.

Voting prohibitions

Resolution 1 : In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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Resolution 4, Resolution 6 and Resolution 7(a), (b), (c) and (d) : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such 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.

Further, in respect of Resolution 7(a), (b), (c) and (d), accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

However, the above prohibition does not apply if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

BY ORDER OF THE BOARD

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Tim Goyder Chairman Chalice Gold Mines Limited Dated: 15 October 2020

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Chalice Gold Mines Limited ACN 116 648 956

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held virtually online via the Lumi software platform, and at Cassia Room, Level 1 Function Floor, The Westin Perth, at 480 Hay Street Perth, Western Australia and virtually on Wednesday, 25 November 2020 at 9:00am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

deciding how to	vote on the Resolutions:
Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Election of Director – Garret Dixon
Section 6	Resolution 3 – Ratification of prior issue of Placement Shares
Section 7	Resolution 4 – Approval to increase Non-Executive Directors' Remuneration
Section 8	Resolution 5 – Approval of change of Company name
Section 9	Resolution 6 - Approval to issue Performance Rights to Alex Dorsch
Section 10	Resolution 7(a), (b), (c) and (d) – Approval to issue Options to Non-Executive Directors
Schedule 1	Definitions
Schedule 2	Terms and conditions of Performance Rights
Schedule 3	Valuation of Performance Rights
Schedule 4	Terms and conditions of Incentive Options
Schedule 5	Valuation of Incentive Options
Schedule 6	Summary of Employee Securities Incentive Plan

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A Proxy Form is located at the end of the Explanatory Memorandum.

2.

Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company strongly encourages Shareholders to submit proxies prior to the Meeting.

However, Shareholders can also participate in the Meeting online via the Lumi software platform. Participating in the Meeting virtually will enable Shareholders to view the Meeting live, ask questions and cast votes in the real time poll during the Meeting. For further details on how to access the Lumi software platform, please see Section 2.3 below.

If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an ASX announcement.

2.2

Voting in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company will implement arrangements to allow Shareholders to physically attend the Meeting in accordance with COVID-19 protocols and government advice.

The Company will strictly comply with applicable limitations on indoor gatherings in force at the time of the Meeting. If you attend the Meeting in person, you will be required to adhere to COVID19 protocols in place at the time of the Meeting.

2.3

Attending the Meeting virtually

The Meeting will be virtually accessible to all Shareholders, which will allow Shareholders to view and observe the Meeting, as well as ask questions and cast votes in real time.

Shareholders who wish to participate in the Meeting can do so by joining a virtual Meeting:

• from their computer, by entering the URL in their browser: https://web.lumiagm.com/; or

• from their mobile device by either entering the URL in their browser.

Further information on how to vote and participate in the virtual Meeting is contained in the Online Meeting Guide annexed to this Notice.

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If you choose to participate in the Meeting online, registration will be open at 8:00am WST. You can log in to the Meeting by entering:

Meeting ID: 301-314-269 Username: your SRN/HIN Password: the postcode registered to your holding if you are an Australian securityholder. Overseas securityholders and proxy holders should refer to the Online Meeting Guide for their password details.

For any enquiries relating to virtual participation in the Meeting or accessing the Lumi online meeting platform, please contact the Company’s Share Registry on +61 3 9415 4024.

Attending the Meeting online enables Shareholders to view the Meeting live and also to ask textbased questions and cast votes in the real time poll, at the appropriate time. Please note that if you join the Meeting online as a Shareholder and vote in the Lumi software at the time the Chair calls a poll, any proxy vote previously lodged will be withdrawn.

2.4

Proxies

Shareholders are encouraged to vote by voting online or by completing a Proxy Form.

Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Proxy Forms can be lodged:

Online: at www.investorvote.com.au By mail: Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile: Scan the QR Code on your Proxy Form and follow the prompts Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

In order for your proxy to be valid, your Proxy Form (and any power of attorney under which it is signed) must be received by 9:00am (AWST) on Monday, 23 November 2020 . Proxies received after this time will be invalid.

2.5 Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

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2.6 Chair's voting intentions

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 4, Resolution 6, Resolution 7(a), (b), (c) and (d) even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

Subject to the following paragraph, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

If the Chair is a person referred to in the section 214 Corporations Act voting prohibition statement applicable to Resolution 7(a), (b), (c) and (d), the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.

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3. Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2020.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at https://chalicegold.com/financialreports;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

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The Company's Remuneration Report did not receive a Strike at the 2019 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2021 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution.

4.1 Director Recommendations

Given the personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution.

5. Resolution 2 – Election of Director – Garret Dixon

5.1 General

Article 7.6(a) of the Constitution allows the Board to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to article 7.6(c) of the Constitution, any Director so appointed holds office until the conclusion of the next annual general meeting of the Company but is eligible for election by Shareholders at that meeting.

In addition, Listing Rule 14.4 provides that a Director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting.

Garret Dixon was appointed as a Non-Executive Director of the Company on 21 August 2020. Accordingly, Mr Dixon resigns as a Director at the Meeting and, being eligible, seeks approval to be elected as a Director pursuant to Resolution 2.

5.2

Garret Dixon

Garret Dixon has extensive experience in the resources and mining contracting sectors in Australia and overseas. His work in both private and ASX listed companies spans more than three decades, having worked in senior executive roles for major mine owners, mine operators and contractors.

Until recently, Mr Dixon held the position of Executive VP Alcoa & President Bauxite where he was responsible for the global bauxite mining business for the NYSE listed Alcoa Corporation. His career also includes the role of Executive General Manager of civil construction and contract mining group Henry Walker Eltin Ltd and Managing Director of ASX listed Gindalbie Metals Ltd.

Mr Dixon is currently a Non-executive Director of BCI Minerals Ltd, Non-executive Chairman of Fenix Resources Ltd and Non-executive Chairman of Dynamic Drill & Blast Holdings Ltd. He has a Bachelor of Engineering, Civil (Hons) and a Master of Business Administration (MBA), and is a member of the Australian Institute of Company Directors.

Mr Dixon has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

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Mr Dixon is a member of the Audit and Risk Committee and the Remuneration Committee.

The Board considers Mr Dixon to be an independent Director.

5.3 Additional information

Resolution 2 is an ordinary resolution.

If Resolution 2 is passed, Mr Dixon will be elected as a Non-Executive Director of the Company. If Resolution 2 is not passed, Mr Dixon will not be elected as a Non-Executive Director of the Company.

5.4

Director Recommendations

Mr Dixon's skills and experience are highly complementary to the existing skill set of the Board and will prove invaluable as the Company advances its exceptional discovery at Julimar towards the mining feasibility stage. Mr Dixon has a deep understanding of the mining, engineering and construction industry, as well as proven skills in commercial negotiation, corporate strategy and building high performance teams. His executive experience running Alcoa’s extensive mining operations in Western Australia, particularly as they are in close proximity to Perth and its surrounds, will help guide the Company's strategy at Julimar. Appropriate background checks were completed before Mr Dixon was appointed to the Board. For these reasons, the Board (with Mr Dixon abstaining) recommends that Shareholders vote in favour of Resolution 2.

6. Resolution 3 – Ratification of prior issue of Placement Shares

6.1

General

On 14 May 2020, the Company announced that it had received binding commitments for a placement to raise up to approximately $30 million before costs ( Placement ) by the issue of Shares at $1.05 each ( Placement Shares ) to sophisticated and professional investors.

On 20 May 2020, the Company issued 28,619,046 Placement Shares to placement participants using the Company's placement capacity under Listing Rule 7.1.

Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares.

6.2

Listing Rules 7.1 and 7.4

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 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under that Listing Rule for the 12-month period following the issue of the Placement Shares.

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

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been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further Equity Securities without shareholder approval under Listing Rules 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 Rule 7.1.

If Resolution 3 is passed, the issue 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 3 is not passed, the Company's ongoing capacity to issue or agreed to issue Equity Securities under Listing Rule 7.1 without obtaining prior Shareholder approval will continue to be reduced to the extent of 28,619,046 Equity Securities for the 12 month period following the issue of those Placement Shares.

6.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) The Placement Shares were issued to sophisticated and professional investors, including Franklin Resources Inc. and its affiliates ( Franklin ), a substantial shareholder of the Company. Franklin was issued 2,800,000 Placement Shares, representing 1.02% of the existing Shares immediately prior to the Placement. No placement participant is a related party of the Company or, other than Franklin, a Material Investor. Bell Potter Securities Limited and Euroz Securities Limited ( Joint Lead Managers ) acted as joint lead managers and bookrunners to the Placement. Red Cloud Securities Inc. acted as co-manager in North America ( Co- Manager ). The placement participants were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the capital raising from existing contacts of the Company and clients of the Joint Lead Managers and Co-Manager.

• (b) 28,619,046 Placement Shares were issued.

• (c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Placement Shares were issued on 20 May 2020.

• (e) The Placement Shares were issued at $1.05 per Share.

• (f) The proceeds from the issue of the Placement Shares are intended to fund an expanded, systematic exploration program at Julimar, which is anticipated to include a maiden Mineral Resource Estimate as well as preliminary metallurgical and mining studies for the Gonneville discovery, as well as for costs of the Placement and general working capital.

• (g) There are no other material terms to the agreement for the subscription of the Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

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6.4 Additional information

Resolution 3 is an ordinary resolution.

6.5 Director Recommendations

The Board recommends that Shareholders vote in favour of Resolution 3.

7. Resolution 4 – Approval to increase Non-Executive Directors' Remuneration

7.1 General

Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors' fees payable to all of its non-executive directors without the approval of holders of its ordinary securities.

Article 7.8(a) of the Constitution also requires that remuneration payable to the non-executive Directors will not exceed the sum determined by the Company in general meeting from time to time, and the total aggregate fixed sum will be divided between the non-executive Directors as the Directors shall determine and, in default of agreement between them, then in equal shares.

The maximum aggregate amount of fees payable to all of the non-executive Directors is currently set at $450,000. This level was approved by Shareholders at the annual general meeting held on 22 November 2011. Since the 2011 annual general meeting, the aggregate amount of fees has not been increased. Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.17 and article 7.8(a) of the Constitution to increase the total aggregate fixed sum per annum to be paid to the non-executive Directors to $650,000.

7.2 Rationale for the increase

The maximum aggregate amount of fees proposed to be paid to the non-executive Directors per annum has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies. The increase reflects the Company's growth in scale and market capitalisation following its significant discovery at the Julimar Nickel-Copper-PGE Project in Western Australia.

This proposed level of permitted fees does not mean that the Company must pay the entire amount approved as fees in each year, rather the proposed limit is requested to ensure that the Company:

• (a) maintains its capacity to remunerate both existing and any new non-executive Directors joining the Board;

• (b) remunerates its non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates; and

• (c) has the ability to attract and retain non-executive Directors whose skills and qualifications are appropriate for a company of the size and nature of the Company.

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7.3 Specific information required by Listing Rule 10.17

Pursuant to and in accordance with Listing Rule 10.17, the following information is provided in relation to the proposed increase in the aggregate amount payable to non-executive Directors:

• (a) The Company is proposing to increase the total aggregate fixed sum per annum to be paid to the non-executive Directors by $200,000.

• (b) The maximum aggregate amount per annum to be paid to all non-executive Directors is $650,000, and includes superannuation contributions made by the Company for the benefit of non-executive Directors and any fees which a non-executive Director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine 'special exertion' fees paid in accordance with the Constitution, or securities issued to a non-executive Director under Listing Rules 10.11 or 10.14 with approval of Shareholders.

• (c) In the past three years, the Company has issued Equity Securities to non-executive Directors, or their nominees, pursuant to Listing Rules 10.11 and 10.14 as follows:

Non-Executive Director	Shareholder approval	Equity Securities	Date of issue
Morgan Ball	Listing Rule 10.14: Participation in Plan	500,000 Options1	28 November 2019
Stephen Quin	Listing Rule 10.14: Participation in Plan	500,000 Options1	28 November 2019

Notes :

1. Options exercisable at $0.21 each on or before 30 November 2022.

2. Mr Goyder was an Executive Director until 31 August 2020. No Equity Securities have been issued to Mr Goyder or his nominees, pursuant to Listing Rules 10.11 and 10.14 while he has been a Non-Executive Director.

3. (d) A voting exclusion statement is included in the Notice.

7.4

Additional information

Resolution 4 is an ordinary resolution.

• 7.5

Director Recommendations

Given the interest of the Directors in this Resolution, the Board makes no recommendation to Shareholders regarding this Resolution.

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8. Resolution 5 – Approval of change of Company name

8.1

General

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 5 seeks the approval of Shareholders for the Company to change its name to 'Chalice Mining Limited'.

8.2

Rationale for proposed change

The Company was incorporated as 'Chalice Gold Mines Limited' in 2006 with an initial focus on gold exploration.

The Board proposes the current change of name to 'Chalice Mining Limited' on the basis that it more accurately reflects the Company's broader minerals focus, in particular, in respect of the recent significant platinum group element (PGE), nickel, copper, cobalt discovery at the Julimar Project in Western Australia. The Company maintains its interests in other gold, nickel, copper, cobalt and PGE exploration projects.

8.3

Effect of approval of the Resolution

The proposed name has been reserved by the Company with ASIC. If Resolution 5 is passed the change of name will take effect when ASIC alters the details of the Company's registration.

8.4

Additional information

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

8.5

Director Recommendations

The Board recommends that Shareholders vote in favour of Resolution 5.

9. Resolution 6 - Approval to issue Performance Rights to Alex Dorsch

9.1

General

The Company is proposing, subject to obtaining Shareholder approval, to issue up to 280,081 Performance Rights to the Company's Managing Director, Alex Dorsch (or his nominees).

The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue seeks to align the efforts of the Directors in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer these Performance Rights to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

The Performance Rights are to be issued under the Company's Employee Securities Incentive Plan ( Plan ), the terms of which are summarised in Schedule 6.

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The Performance Rights are subject to vesting conditions described in Schedule 2.

Resolution 6 seeks Shareholder approval pursuant to Listing Rule 10.14 and section 208 of the Corporations Act for the issue of up to 280,081 Performance Rights under the Plan to Mr Dorsch (or his nominees).

9.2

Listing Rule 10.14

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) a Director of the Company (Listing Rule 10.14.1);

• (b) an associate of a Director of the Company (Listing Rule 10.14.2); or

• (c) a person whose relationship with the 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 (Listing Rule 10.14.3),

unless it obtains the approval of its Shareholders.

The proposed issue of the Performance Rights falls within Listing Rule 10.14.1 (or Listing Rule 10.14.2 if Mr Dorsch elects for the Performance Rights to be granted to his nominee) and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolution 6 seeks the required Shareholder approval to the proposed issue under and for the purposes of Listing Rule 10.14. As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 or 10.11 is not required.

If Resolution 6 is passed, the Company will be able to proceed with the issue of Performance Rights to Mr Dorsch (or his nominees).

If Resolution 6 are not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Dorsch (or his nominees) and the Company will consider other forms of performance-based remuneration, which could include the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.

9.3

Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Performance Rights :

• (a) The Performance Rights will be issued under the Plan to Mr Dorsch (or his nominees), a Director of the Company.

• (b) Mr Dorsch is a related party of the Company by virtue of being a Director and fall into the category stipulated by Listing Rule 10.14.1. If Mr Dorsch elects for the Performance Rights to be granted to his nominees, Listing Rule 10.14.2 will apply.

• (c) The maximum number of Performance Rights to be issued to Mr Dorsch (or his nominees) is 280,081.

• (d) Mr Dorsch's current total remuneration package is $355,000 (inclusive of superannuation).

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• (e) The number of the Securities previously issued under the Plan to Mr Dorsch (or his nominees) and the average acquisition price paid for each Security (if any) is set out below:

Securities	Average acquisition price	Exercise price (each)	Expiry date
1,074,402 Performance Rights	$nil	$nil	30 June 2023

• (f) The Performance Rights will be issued on the terms and conditions in Schedule 2.

• (g) The Board considers that Performance Rights, rather than Shares, are an appropriate form of incentive because they aim to align the remuneration of Mr Dorsch with goal of generating shareholder wealth with vesting conditions that are designed to be consistent with the Company’s strategic and business objectives. Mr Dorsch will only be rewarded for the achievement of financial and non-financial business objectives over a three year period and Mr Dorsch will only obtain the value of the Performance Rights upon satisfaction of the relevant milestones.

• (h) A valuation of the Performance Rights is in Schedule 3. In summary, the total value attributed to the Performance Rights is $357,180.

• (i) The Performance Rights will be issued as soon as practicable following the receipt of approval at the Meeting, and in any event, no later than 12 months after the date of the Meeting.

• (j) The Performance Rights will have an issue price of nil as they will be issued as part of Mr Dorsch's remuneration package.

• (k) A summary of the material terms of the Plan is in Schedule 6.

• (l) No loan will be provided to Mr Dorsch in relation to the issue of the Performance Rights .

• (m) Details of any Securities issued under the Plan 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 Plan after Resolution 6 is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

• (n) A voting exclusion statement is included in the Notice.

9.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

Page 18

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Performance Rights constitutes giving a financial benefit and Mr Dorsch is a related party of the Company by virtue of being a Director.

The Board (with Mr Dorsch abstaining) has resolved that the issue of the Performance Rights constitutes 'reasonable remuneration' in the circumstances, and therefore falls within the scope of the exception in section 211 of the Corporations Act.

9.5 Additional information

Resolution 6 is an ordinary resolution.

9.6 Director Recommendations

The Board (other than Mr Dorsch who has a personal interest in the outcome of the Resolution) recommends that Shareholders vote in favour of Resolution 6.

10. Resolution 7(a), (b), (c) and (d) – Approval to issue Options to NonExecutive Directors

10.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue up to 700,000 unquoted Options ( Incentive Options ) to Tim Goyder, Morgan Ball, Stephen Quin and Garret Dixon (together, Non-Executive Directors ), or their respective nominees, as follows:

Directors	Incentive Options
Tim Goyder	250,000
Morgan Ball	150,000
Stephen Quin	150,000
Garret Dixon	150,000
TOTAL	700,000

The Company is in an important stage of growth with significant opportunities and challenges in both the near and long-term, and the proposed issue seeks to align the efforts of the NonExecutive Directors in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Incentive Options is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer these Incentive Options to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

The Incentive Options are to be issued under the Company's Plan, the terms of which are summarised in Schedule 6.

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Subject to the terms and conditions in Schedule 4, the Incentive Options issued to:

• (a) Messrs Goyder, Ball and Quin pursuant to Resolution 7(a), (b) and (c) respectively , will vest immediately; and

• (b) Mr Dixon pursuant to Resolution 7(d) will vest on 21 August 2021.

Resolution 7(a) to (d) (inclusive) seek Shareholder approval pursuant to Listing Rule 10.14 and sections 195(4) and 208 of the Corporations Act for the issue of up to 700,000 Incentive Options under the Plan to the Non-Executive Directors or their respective nominees.

10.2

Listing Rule 10.14

A summary of Listing Rule 10.14 is in Section 9.2 above.

The proposed issue of the Incentive Options falls within Listing Rule 10.14.1 (or Listing Rule 10.14.2 if a Non-Executive Director elects for the Incentive Options to be granted to his nominee) and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolution 7(a) to (d) (inclusive) seeks the required Shareholder approval to the proposed issue under and for the purposes of Listing Rule 10.14. As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 or 10.11 is not required.

If Resolution 7(a) to (d) (inclusive) is passed, the Company will be able to proceed with the issue of Incentive Options to the Non-Executive Directors (or their respective nominees) in the proportions listed above in Section 10.1.

If Resolution 7(a) to (d) (inclusive) are not passed, the Company will not be able to proceed with the issue of the Incentive Options to the Non-Executive Directors (or their respective nominees and the Company will consider other forms of remuneration, including by the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.

10.3

Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Incentive Options :

• (a) The Incentive Options will be issued under the Plan to Messrs Goyder, Ball, Quin and Dixon (or their respective nominees), each of whom is a Non-Executive Director.

• (b) The Non-Executive Directors are related parties of the Company by virtue of being Directors and fall into the category stipulated by Listing Rule 10.14.1. If the NonExecutive Directors elects for the Incentive Options to be granted to their nominees, Listing Rule 10.14.2 will apply.

• (c) The maximum number of Incentive Options to be issued to the Non-Executive Directors (or their respective nominees) is 700,000, in the proportions set out in Section 10.1 above.

• (d) The current total remuneration package for each of the Non-Executive Directors as at the date of this Notice are set out below:

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Directors	Salary and fees (inclusive of superannuation)
Tim Goyder	$150,000
Morgan Ball	$70,000
Stephen Quin	$70,000
Garret Dixon	$68,000

• (e) The number of the Securities previously issued under the Plan to the Directors (and their associates) and the average acquisition price paid for each Security (if any) is set out below:

Directors (or associates)	Performance Rights	Average acquisition price	Exercise price (each)	Expiry date
Tim Goyder	735,294	$nil	$nil	30 June 2023

• (f) The Incentive Options will be exercisable at $2.20 each on or before 30 June 2023 and will otherwise be issued on the terms and conditions in Schedule 5.

• (g) The Board considers that Incentive Options, rather than Shares, are an appropriate form of incentive because the Incentive Options granted will generally only be of benefit if the Non-Executive Directors performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options. The issue of the Incentive Options will therefore further align the interests of the Non-Executive Directors with Shareholders. If all Incentive Options are exercised, it would also result in a cash injection to the Company of $1,540,000 (assuming no cashless-exercise facility is utilised).

• (h) A valuation of the Incentive Options is in Schedule 5, with a summary for each NonExecutive Director below:

Non-Executive Director	Value of Incentive Options
Tim Goyder	$187,000
Morgan Ball	$112,200
Stephen Quin	$112,200
Garret Dixon	$112,200

• (i) The Incentive Options will be issued as soon as practicable following the receipt of approval at the Meeting, and in any event, no later than 12 months after the date of the Meeting.

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• (j) The Incentive Options will have an issue price of nil as they will be issued as part of each Non-Executive Director's remuneration package.

• (k) A summary of the material terms of the Plan is in Schedule 6.

• (l) No loan will be provided to the Non-Executive Directors in relation to the issue of the Incentive Options.

• (m) Details of any Securities issued under the Plan 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 Plan after Resolution 7(a) to (d) (inclusive) are approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

• (n) A voting exclusion statement is included in the Notice.

10.4

Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is in Section 9.4 above.

The Board considers that the issue of the Incentive Options constitutes 'reasonable remuneration' in the circumstances, and therefore falls within the scope of the exception in section 211 of the Corporations Act. However, in the interests of good corporate governance, as only Managing Director Alex Dorsch does not have a personal interest, the Company is seeking approval for the purposes of Chapter 2E of the Corporations Act in respect of the Incentive Options.

10.5

Information requirements for Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Incentive Options :

(a) Identity of the related parties to whom Resolution 7(a), to (d) (inclusive) permit financial benefits to be given

The Incentive Options will be issued to Messrs Goyder, Ball, Quin and Dixon or their respective nominees.

(b) Nature of the financial benefit

Resolution 7(a) to (d) (inclusive) seek approval from Shareholders to allow the Company to issue the Incentive Options in the amounts specified in Section 10.1 above to the Non-Executive Directors or their nominees. The Incentive Options are to be issued in accordance with the Plan and otherwise on the terms and conditions in Schedule 4.

The Shares to be issued upon exercise of the Incentive Options will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.

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(c) Valuation of financial benefit

A valuation of the Incentive Options is in Schedule 5, with a summary for each NonExecutive Director in Section 10.3(h) above.

(d) Remuneration of Non-Executive Directors

The total annual remuneration arrangements current for Messrs Goyder, Ball, Quin and Dixon as at the date of this Notice is set out at Section 10.3(d) above.

(e) Existing relevant interests

At the date of this Notice, the Non-Executive Directors hold the following relevant interests in Equity Securities of the Company:

Directors	Shares	Options	Performance Rights
Tim Goyder	37,193,198	Nil	1,607,045
Morgan Ball	280,000	Nil	Nil
Stephen Quin	206,321	200,000	Nil
Garret Dixon	Nil	Nil	Nil

Assuming that Resolution 7(a) to (d) (inclusive) are approved by Shareholders, all of the Incentive Options are issued, vest and are exercised into Shares, and no other Equity Securities are issued or exercised, the respective interests of the Non-Executive Directors in the Company would be as follows:

• (i) Mr Goyder's interest would represent approximately 12.10% of the Company's expanded capital;

• (ii) Mr Ball's interest would represent approximately 0.14% of the Company's expanded capital;

• (iii) Mr Quin's interest would represent approximately 0.12% of the Company's expanded capital; and

• (iv) Mr Dixon's interest would represent approximately 0.05% of the Company's expanded capital.

(f) Trading history

The trading history of the Shares on ASX over the previous 12 months is summarised below:

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Measure	Price	Date
Highest closing price	$3.51	12 October 2020
Lowest closing price	$0.155	26 November 2019
Last closing price	$3.19	14 October 2020 (being the latest practicable date before signing this Notice)

(g) Dilution

The issue of the Incentive Options will have a diluting effect on the percentage interest of existing Shareholders' holdings if the Incentive Options vest and are exercised. Assuming the current Share capital structure as at the latest practicable date before the date of this Notice (being 308,654,470 Shares on 14 October 2020) and that no Shares are issued other than the Shares issued on exercise of the Incentive Options, the exercise of all of the Incentive Options will result in a total dilution of all other Shareholders' holdings of 0.20% (assuming that all Incentive Options are exercised). The actual dilution will depend on the extent that additional Shares are issued by the Company.

(h) Corporate governance

The Board acknowledges the participation participates in an employee incentive scheme is contrary to Recommendation 8.2 of the 3rd and 4th editions of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations. However, the Board considers the grant of Incentive Options to the Non-Executive Directors reasonable in the circumstances for the reasons set out in Section 10.1. The Board also considers that the grant does not affect the independence of the Non-Executive Directors, as there is no performance based milestone attaching to the Incentive Options.

(i) Taxation consequences

There are no taxation consequences for the Company (other than potentially an increased liability to payroll tax) arising from the issue of the Incentive Options (including fringe benefits tax).

(j)

Director recommendations

Messrs Goyder, Ball, Quin and Dixon decline to make a recommendation in relation to Resolution 7(a) to (d) (inclusive), due to their personal interest in the outcome of the Resolutions.

Alex Dorsch, being the sole Director without a personal interest in relation to Resolution 7(a) to (d) (inclusive), recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) through the leadership of Messrs Goyder, Ball, Quin and Dixon, they have overseen the development of the Company throughout a period of exceptional growth and advancement over the last 12 months;

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• (ii) accordingly, the grant of the Incentive Options is a reasonable benefit to recognise the past performance by Messrs Goyder, Ball, Quin and Dixon;

• (iii) if all the Incentive Options vest and are exercised, based on the exercise price of $2.20, the Company will receive $1.54 million (assuming the cashless exercise facility of the Plan is not used);

• (iv) the grant of the Incentive Options will further align the interests of Messrs Goyder, Ball, Quin and Dixon with those of Shareholders to increase shareholder value;

• (v) the issue of the Incentive Options provides Messrs Goyder, Ball, Quin and Dixon with incentives to focus on superior performance in creating shareholder value;

• (vi) the grant of the Incentive Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Messrs Goyder, Ball, Quin and Dixon; and

• (vii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Options upon the terms proposed.

• (k) Other information

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 7(a) to (d) (inclusive) .

10.6 Additional information

Resolution 7(a) to (d) (inclusive) are ordinary resolutions.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
Annual Report	means the Directors' Report, the Financial Report, and Auditor's Report,
	in respect to the year ended 30 June 2020.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Auditor's Report	means the auditor's report on the Financial Report.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Closely Related Party	means:
	(a) a spouse or child of the member; or
	(b) has the meaning given in section 9 of the Corporations Act.
Company	means Chalice Gold Mines Limited (ACN 116 648 956).
Constitution	means the constitution of the Company as at the date of the Meeting.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Directors' Report	means the annual directors' report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Financial Report	means the annual financial report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Incentive Options	means up to 700,000 unquoted Options the subject of Resolution 7(a) to
	(d) (inclusive).
Joint Lead Managers	means Bell Potter Securities Limited and Euroz Securities Limited.
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons having
	authority and responsibility for planning, directing and controlling the
	activities of the Company, or if the Company is part of a consolidated
	entity, of the consolidated entity, directly or indirectly, including any

Page 26

Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the listing rules of ASX. Material Investor means, in relation to the Company: (a) a related party; (b) Key Management Personnel; (c) a substantial Shareholder; (d) an adviser; or (e) an associate of the above, who received or will receive (as applicable) Securities in the Company which constitute or constituted (as applicable) more than 1% of the Company's anticipated capital structure at the time of issue. Meeting has the meaning given in the introductory paragraph of the Notice. Notice means this notice of annual general meeting. Option means an option to acquire a Share. Performance Rights means up to 280,081 performance rights, the subject of Resolution 6. Placement has the meaning given in Section 6.1. Placement Shares means the 28,619,046 Shares issued under the Placement, which are the subject of Resolution 3. Plan means the Company's Employee Securities Incentive Plan approved by Shareholders at the Company's 2019 annual general meeting held on 27 November 2019. Proxy Form means the proxy form made available to Shareholders for this Meeting. Remuneration Report means the remuneration report of the Company contained in the Directors' Report. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice. Section means a section of the Explanatory Memorandum. Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights). Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share.

Page 27

Strike	means a 'no' vote of 25% or more on the resolution approving the
	Remuneration Report.
Trading Day	has the meaning given in the Listing Rules.
VWAP	means volume weighted average market price.
WST	means Western Standard Time, being the time in Perth, Western
	Australia.

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Schedule 2 Terms and conditions of Performance Rights

The terms of the Performance Rights are as follows:

1. Entitlement

The Performance Rights entitle the holder ( Holder ) to subscribe for one Share upon the conversion of each Performance Right (once vested).

2. Consideration

The Performance Rights will be granted for nil cash consideration.

Conversion price

The conversion price of each Performance Right is nil.

4.

Vesting Conditions

The Performance Rights are subject to the achievement of the following milestones ( Milestone Conditions ) as measured on 30 June 2023:

Overall Condition	Specific Condition	Max Weighting of Performance Rights to vest
ESG and H&S objectives	A proportional LTI payment shall be made according to the number of conditions below being met between 1 July 2020 and 30 June 2023: • Zero fatalities • Lost time injury frequency rate (LTIFR) for Company staff of <1.8 • Zero reportable environmental incidents (including spills, loss of containment, etc.) • No material breach of any Programme of Work conditions (drilling permits) • Zero community or landowner incidents resulting in the permanent loss of land access on a material private property or the immediate halting of all operations on any site • No material breach of the Company’s Code of Conduct 100% allocation if no breach 67% allocation if one breach 33% allocation if two breaches 0% allocation if more than two breaches	15%
Pre-feasibility Study	Release on the ASX a mining pre-feasibility study (PFS) on an asset (including Gonneville) which shows the potential to generate an internal rate of return (IRR) of >20% using consensus commodity prices and Board approved assumptions.	25%

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Overall Condition	Specific Condition	Max Weighting of Performance Rights to vest
Milestone achievements	Generate significant value, on an existing or new asset (either operated or non-operated), through achievement of the below milestones: a) Define a new JORC Mineral Resource Estimate (for a new discovery outside of Gonneville) which shows the potential to be economic (generate an IRR >20% based on internal financial modelling using consensus commodity prices and Board approved assumptions). b) Increase an existing JORC Mineral Resource Estimate by a factor of 2x, subject to a minimum increase of 0.5Moz AuEq. c) Sell a material asset (as part of an asset sale or corporate transaction) where: i. the total deal value (including royalties retained) exceeds a threshold determined by the Board using a published mining feasibility study outcome OR consensus commodity prices and Board approved assumptions OR as determined by an Independent Expert); and ii. the deal generates a profit after-tax of at least 50% reflecting costs of acquisition and all project-to-date expenditure incurred (whether expensed or capitalised).
	Achieving NONE of the above conditions	0%
	Achieving ONE of the above conditions	12.5%
	Achieving TWO (or more) of the above conditions For Example: Achieving both a) and/or b) on a single asset, OR achieving a) on two separate assets, would classify as this condition met.	25%
36-month Absolute TSR measure	A proportional LTI payment shall be made which is directly proportional to the Total Shareholder Return (TSR) from 1 July 2020 to 30 June 2023. The proportion paid is calculated as: a) 0% allocation if 3-yr TSR <30% b) Pro-rata allocation if 3-yr TSR between 30-100% c) 100% allocation if 3-yr TSR >100% If the 20-trading day VWAP until 30 June 2023 exceeds 200% of the 20-trading day VWAP until 1 July 2020, the performance measure would be deemed to have been met. The 20-day VWAP of the Company at 1 July 2020 is $0.95. If, for example, the 20-day VWAP at 30 June 2023 is $1.71 (an 80% increase in the 20-day VWAP), then 80% of this performance measure would be deemed to have been met.	17.5%

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Overall Condition	Specific Condition	Max Weighting of Performance Rights to vest
36-month Relative TSR compared to peer group.	A proportional LTI payment shall be made where the TSR exceeds the median TSR, between 1 July 2020 and 30 June 2023, of the peer group. • 0% allocation if TSR below 50thpercentile • Pro-rata allocation if TSR between 50thand 75th percentile (as detailed below) • 100% allocation if TSR above 75thpercentile If the TSR is between the 50th and 75th percentile, then for each percentile increment above 50, a multiple of 4 times that increment would have been met. For example: If the Company's TSR is at the 55th percentile, 20% of this performance measure would be deemed to have been met. The peer group comprises of: 1. Panoramic Resources Limited 2. Finders Mines Limited 3. Liontown Resources Limited 4. New Century Resources Limited 5. Emerald Resources NL 6. Rand Mining Limited 7. Atrum Coal Limited 8. Greenland Minerals Limited 9. Stavely Minerals Limited 10. Lion One Metals Limited 11. Magnetic Resources NL 12. Oklo Resources Limited	17.5%

Where required, the Board may, acting reasonably and in good faith, use its discretion to vary the LTI maximum weightings. For example, where a sale of an asset occurs prior to completion of a pre-feasibility study (i.e. milestone 1 is unable to be met), the Board may allocate the attributable weighting to other milestones.

1. Expiry Date

Any Performance Rights that have not vested before 30 June 2024 will immediately lapse ( Expiry Date ). If this falls during a “Blackout Period” as defined in the Company’s securities trading policy, the Expiry Date will be 5pm (WST) on the date 10 Business Days after the last day of that Blackout Period.

6. Timing of issue of Shares and quotation of Shares on conversion

Within 5 Business Days after the valid conversion of a Performance Right by the Holder, the Company will:

• (a) issue, allocate or cause to be transferred to the Consultant (or its nominee) the number of Shares to which the Holder is entitled;

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• (b) issue a substitute Certificate for any remaining unconverted Performance Rights held by the Holder;

• (c) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with the then issued Shares.

7.

Restrictions on transfer of Shares

If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on conversion of a Performance Right may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

Leaver

Where the Holder (or the person who is entitled to be registered as the holder) of the Performance Rights is no longer employed, or their engagement is discontinued (for whatever reason), with the Company, any unconverted and unvested Performance Rights will automatically lapse and be forfeited by the Holder, unless the Board otherwise determines in its discretion.

9.

Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and a holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights. However, the Company will give the holder notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

10. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment) no changes will be made to the Performance Rights.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Rights holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Quotation of Performance Rights

The Performance Rights will be unquoted Performance Rights.

13. Performance Rights non-transferable

The Performance Rights are non-transferable but may be transferrable in special circumstances as set out in the Plan.

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14. Dividend rights

A Performance Right does not entitle the Holder to any dividends.

15. Return of capital rights

The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

16. No other rights

A Performance Right does not give a Holder any rights other than those expressly provided by these terms, the Plan and those provided at law where such rights at law cannot be excluded by these terms.

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Schedule 3 Valuation of Performance Rights

The Performance Rights to be issued to Alex Dorsch pursuant to Resolution 6 have been valued at $357,180 using the following methodology and assumptions:

Performance Rights Measured Against Non-Market Based Objectives

A Black Scholes option pricing model has been used to value the Performance Rights that vest upon achieving the non-market based strategic objectives set out in Schedule 2. The non-market based vesting conditions consist of the ESG and H&S objectives ( ESG Rights ) and prefeasibility study and milestone achievements (together Resource Rights ). No discount is made to the fundamental value derived from the option valuation model for unlisted rights over listed shares.

Performance Rights Measured Against Absolute Total Shareholder Return Objectives

The Performance Rights that vest upon meeting the absolute total shareholder return objectives ( ATSR Rights ) set out in Schedule 2. have been valued using a hybrid multiple barrier option pricing model. The model incorporates a Monte Carlo simulation, which simulates the Company’s Share price at the test date. The forecast Share price at the test date is then used to calculate the value of the ATSR Rights. The value is adjusted based on the vesting percentage, then discounted to its present value. This process is repeated for 50,000 iterations. The average ATSR Right value of the Monte Carlo iterations where the Company’s Share price exceeds the barriers, represents the final ATSR Right value. The barriers are assessed with reference to the 20-day VWAP of the Company at the test date.

Performance Rights Measured Against Relative Total Shareholder Return Objectives

The Performance Rights that vest upon meeting the relative total shareholder return objectives ( RTSR Rights ) set out in Schedule 2. have been valued using a hybrid employee share option pricing model which uses a correlated simulation that simultaneously calculates the returns from the Company and the individual Peer Group companies total shareholder return ( TSR ) on a risk neutral basis as at the vesting date with regards to the measurement period. The TSR of the Company is ranked against the TSR of each constituent of the Peer Group as at the vesting date and a vesting percentage calculated. The forecast Share price at the vesting date is then used to calculate the price of the RTSR Rights. The price is adjusted based on the vesting percentage, then discounted to its present value. This process is repeated for 50,000 iterations.

Assumptions	ESG Rights	Resource Rights	ATSR Rights	RTSR Rights
Underlying Share price on the valuation date	$1.35	$1.35	$1.35	$1.35
20-day VWAP at commencement of performance period	$0.951	$0.951	$0.951	$0.951
Exercise price	Nil	Nil	Nil	Nil
Valuation date	8 Sept 20	8 Sept 20	8 Sept 20	8 Sept 20
Commencement of performance period	1-Jul-20	1-Jul-20	1-Jul-20	1-Jul-20

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Assumptions	ESG Rights	Resource Rights	ATSR Rights	RTSR Rights
Performance test date	30 June 23	30 June 23	30 June 23	30 June 23
Performance period remaining(years)	2.81	2.81	2.81	2.81
Expiry date	30 June 24	30 June 24	30 June 24	30 June 24
Expiration period remaining(years)	3.81	3.81	3.81	3.81
Expected volatility	110%	110%	110%	110%
Risk free interest rate	0.275%	0.275%	0.275%	0.275%
Dividend yield	Nil	Nil	Nil	Nil
Number of Performance Rights	42,012	140,041	49,014	49,014
Value of each Performance Right	$1.35	$1.35	$1.076	$1.197
Aggregate value of Performance Rights	$56,716	$189,055	$52,739	$58,670

It is important to note that the Performance Rights will not vest and Shares will not be issued unless the specific conditions set-out above are achieved (or partly achieved).

Notes:

1. At the Valuation Date, the volatility of the Share price of the Company and each constituent of its peer group was calculated using data extracted from Bloomberg.

2. The Australian Government 3-year bond rate as at the Valuation Date was used.

3. A nil dividend yield is assumed on the basis that the Company is unlikely to pay a dividend during the life of the Performance Rights.

4. The Share price used is $1.35, being the underlying Share price on the valuation date of 8 September 2020.

5. No consideration is to be paid upon exercising the Performance Rights.

6. Under the accounting standard AASB 2 Share Based Payments, the Company will recognise a non-cash expense in the income statement based on the fair value of the Performance Rights over the period from the date of issue to the vesting date. The total of the fair value of the Performance Rights will be allocated over the applicable vesting periods.

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Schedule 4 Terms and conditions of Incentive Options

The terms of the Incentive Options are as follows:

1. ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option (once vested).

2. ( Issue Price ): No cash consideration is payable for the issue of the Options.

3. ( Exercise Price ): The Options have an exercise price of $2.20 per Option ( Exercise Price

4. ( Expiry Date ): The Options expire at 5.00 pm (WST) on 30 June 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. If this falls during a “Blackout Period” as defined in the Company’s securities trading policy, the Expiry Date will be 5pm (WST) on the date 10 Business Days after the last day of that Blackout Period.

5. ( Exercise Period ): The Options are exercisable at any time after it has vested and prior to the Expiry Date.

7. ( Vesting Conditions ): The Incentive Options issued to:

8. (a) Messrs Goyder, Ball, and Quin pursuant to Resolution 7(a), (b) and (c) respectively, will vest immediately; and

9. (b) Mr Dixon pursuant to Resolution 7(d) will vest on 21 August 2021.

10. ( Quotation of the Options ): The Company will not apply for quotation of the Options on ASX.

11. ( Transferability of the Options ): The Options are not transferable.

12. ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

1. ( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will:

2. (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

3. (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

4. (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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1. ( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 10(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

2. ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.

3. ( Quotation of Shares on exercise ): If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

4. ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

5. ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

6. ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment, the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue.

7. 16.1 ( Cessation of employment ): Where the holder (or the person who is entitled to be registered as the holder) of the Options is no longer employed, or their engagement is discontinued (for whatever reason), with the Company, any unexercised Options will automatically lapse and be forfeited on the date that is 3 months from the cessation of that engagement, unless the Board otherwise determines in its sole discretion.

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Schedule 5 Valuation of Incentive Options

The Incentive Options to be issued to the Non-Executive Directors pursuant to Resolution 7(a), (b), (c) and (d) have been valued using the Black & Scholes valuation model on the following assumptions:

Non-Executive Director	Tim Goyder	Morgan Ball	Stephen Quin	Garret Dixon
Number of Incentive Options	250,000	150,000	150,000	150,000
Valuation date	8 Sept 2020	8 Sept 2020	8 Sept 2020	8 Sept 2020
Assumed Share price at grant date	$1.35	$1.35	$1.35	$1.35
Exercise price	$2.20	$2.20	$2.20	$2.20
Market value on ASX of underlying Shares at the time of setting the exercise price	$1.50 21 August 2020	$1.50 21 August 2020	$1.50 21 August 2020	$1.50 21 August 2020
Exercise price premium to market value	$0.70	$0.70	$0.70	$0.70
Expiry date	30 June 2023	30 June 2023	30 June 2023	30 June 2023
Expected volatility	110%	110%	110%	110%
Risk free interest rate	0.275%	0.275%	0.275%	0.275%
Annualised dividend yield	0%	0%	0%	0%
Value of each Incentive Option	$0.74	$0.74	$0.74	$0.74
Aggregate value of each Incentive Option	$187,000	$112,200	$112,200	$112,200

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Notes:

1. The Incentive Options issued to Messrs Goyder, Ball and Quin will vest immediately and the Incentive Options issued to Mr Dixon will vest on 21 August 2021. The valuation assumes that all Options will vest to Mr Dixon.

2. At the Valuation Date, the volatility of the Share price of the Company was calculated using data extracted from Bloomberg.

3. The Australian Government 3-year bond rate as at the Valuation Date was used.

4. A nil dividend yield was assumed on the basis that the Company is unlikely to pay a dividend during the life of the Employee Options.

5. The assumed Share price at the grant date of $1.35 is based on the underlying Share price on the valuation date of 8 September 2020.

6. Under the accounting standard AASB 2 Share Based Payments, the Company will recognise a non-cash expense in the income statement based on the fair value of the Options over the period from the date of issue to the vesting date. The total of the fair value of the Options will be allocated over the applicable vesting periods.

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Schedule 6 Summary of Employee Securities Incentive Plan

A summary of the key terms of the Plan is set out below:

1. ( Eligible Participant ): Eligible Participant means a person that:

2. (a) is an "eligible participant" (as that term is defined in ASIC Class Order CO 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

3. (b) has been determined by the Board to be eligible to participate in the Plan from time to time.

4. ( Purpose ): The purpose of the Plan is to:

5. (a) assist in the reward, retention and motivation of Eligible Participants;

6. (b) link the reward of Eligible Participants to Shareholder value creation; and

7. (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

8. ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

9. ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

10. ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

11. ( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

12. ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. An invitation may specify that at the

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time of exercise of the Convertible Securities, the Board will have the discretion to determine whether the Company with respect to each vested Convertible Security being exercised:

• (a) allot and issue, or transfer, one Plan Share to the Participant ( Equity Settled ); or

• (b) pay a cash amount to the Participant equivalent to the value of a Share as at the date of the Vesting Notice less the Exercise Price (if any) ( Cash Settled ).

If the invitation does not specify that the Board will have discretion as described above, the vested Convertible Securities being exercised are to be Equity Settled.

If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

1. ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation. An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

'Market Value' means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 Trading Days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

1. ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

2. ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest. Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

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• (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

• ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

• ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

• ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised. Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

• ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

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1. ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before.

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Need assistance?

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

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Control Number: 999999

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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 Chalice Gold Mines 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 Annual General Meeting of Chalice Gold Mines Limited to be held at Cassia Room, Level 1 Function Floor, The Westin Perth, 480 Hay Street, Perth, WA 6000 and virtually on Wednesday, 25 November 2020 at 9:00 AM (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Subject to the following paragraph, 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 Items 1, 4, 6 and 7(a) - 7(d) (except where I/we have indicated a different voting intention in step 2) even though Items 1, 4, 6 and 7(a) - 7(d) are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

If the Chairman is a person referred to in the voting prohibition statement applicable to an Item under section 224 of the Corporations Act, the Chairman will only be able to cast a vote as a proxy for you on the relevant Item if you are entitled to vote and have specified your voting intention in the Proxy Form. Shareholders are encouraged to specify their voting intention for every Item.

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 Items 1, 4, 6 and 7(a) - 7(d) by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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 1 Remuneration Report 2 Election of Director – Garret Dixon 3 Ratification of prior issue of Placement Shares 4 Approval to increase Non- Executive Directors' Remuneration 5 Approval of change of Company name 6 Approval to issue Performance Rights to Alex Dorsch For Against Abstain 7(a) Approval to issue Options to Tim Goyder 7(b) Approval to issue Options to Morgan Ball 7(c) Approval to issue Options to Stephen Quin 7(d) Approval to issue Options to Garret Dixon
	1 Remuneration Report
								7(a) Approval to issue Options to Tim Goyder
	2 Election of Director – Garret Dixon							7(b) Approval to issue Options to Morgan Ball
	3 Ratification of prior issue of Placement Shares							7(c) Approval to issue Options to Stephen Quin
	4 Approval to increase Non- Executive Directors' Remuneration							7(d) Approval to issue Options to Garret Dixon
	5 Approval of change of Company name
	6 Approval to issue Performance Rights to Alex Dorsch

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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C H N

2 6 9 3 4 3 A

Online meeting guide

Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID

• Australian residents Overseas Residents Appointed Proxies > Username > Username To receive your (SRN or HIN) and (SRN or HIN) and unique username and

• Password > Password (three-character password, please contact Computershare Investor

• (postcode of your country code) e.g. New Services on +61 3 9415

• registered address). Zealand - NZL; United 4024 during the online

• Kingdom - GBR; United States of America - USA; registration period which Canada - CAN. will open 1 hour before the start of the meeting.

Meeting ID as provided > Username in the Notice of Meeting. (SRN or HIN) and

A full list of country codes is provided at the end of this guide.

Participating at the meeting

• 1 To participate in the meetingyou will be 2 required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

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• To proceed into the meeting, you will need to read and accept the Terms & Conditions

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information. Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

• 4 To register as a proxyholder , select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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5 and enter your name and email address. To register as a guest , select 'Guest'

• 6 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.

• 8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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• 9 When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, tap one of the voting options. Your response will be highlighted

• To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

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