Cygnus Metals Ltd — Proxy Solicitation & Information Statement 2020

Sep 24, 2020

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Cygnus Gold Limited ACN 609 094 653

Notice of General Meeting

The General Meeting of the Company will be held at Level 3, 24 Outram Street, West Perth, Western Australia on 28 October 2020, at 9.30am (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING AS PROPOSED, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on (08) 6118 1627.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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Cygnus Gold Limited ACN 609 094 653 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Cygnus Gold Limited will be held at Level 3, 24 Outram Street, West Perth, Western Australia on Wednesday, 28 October 2020 at 9.30am (WST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form 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, 26 October 2020 at 5.00pm (WST).

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

Agenda

Resolution 1 – 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 6,825,000 Shares under Listing Rule 7.1A on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved, or an associate of those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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:

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

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

Resolution 2(a), (b), (c) and (d) - Approval of issue of Director Placement Shares

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 with Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the issue of the following Securities:

• (a) up to 384,615 Shares to Mr Michael Bohm (or his nominees);

• (b) up to 769,231 Shares to Mr Shaun Hardcastle (or his nominees);

• (c) up to 1,000,000 Shares to Mr Simon Jackson (or his nominees); and

• (d) up to 384,615 Shares to Mr Raymond Shorrocks (or his nominees),

on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of

• (a) Resolution 2(a) by or on behalf of Mr Michael Bohm (or his nominees), or any other person who will obtain a material benefit as a result of the issue of the Securities (except a benefit solely by reason of being a Shareholder), or an associate of those persons;

• (b) Resolution 2(b) by or on behalf of Mr Shaun Hardcastle (or his nominees), or any other person who will obtain a material benefit as a result of the issue of the Securities (except a benefit solely by reason of being a Shareholder), or an associate of those persons;

• (c) Resolution 2(c) by or on behalf of Mr Simon Jackson (or his nominees), or any other person who will obtain a material benefit as a result of the issue of the Securities (except a benefit solely by reason of being a Shareholder), or an associate of those persons; and

• (d) Resolution 2(d) by or on behalf of Mr Raymond Shorrocks (or his nominees), or any other person who will obtain a material benefit as a result of the issue of the Securities (except a benefit solely by reason of being a Shareholder), or an associate of those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

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

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

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

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

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

Resolution 3 - Approval of issue of Shares to Mr James Merrillees

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 10.11 and for all other purposes, Shareholders approve the issue of up to 555,556 Shares to Mr James Merrillees (or his nominees) on the terms and conditions in the Explanatory Memorandum.'

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr James Merrillees (or his nominees), or any other person who will obtain a material benefit as a result of the issue of the Securities (except a benefit solely by reason of being a Shareholder), or an associate of those persons.

However, this does not apply to a vote cast in favour of a Resolution by:

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

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

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

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

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

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BY ORDER OF THE BOARD

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Michael Naylor Company Secretary Cygnus Gold Limited Dated: 25 September 2020

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Cygnus Gold Limited ACN 609 094 653 (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 at Level 3, 24 Outram Street, West Perth, Western Australia on Wednesday, 28 October 2020 at 9.30am (WST).

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:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 – Ratification of prior issue of Placement Shares
Section 4	Resolution 2(a), (b), (c) and (d) - Approval of issue of Director Placement Shares
Section 5	Resolution 3 - Approval of issue of Shares to Mr James Merrillees
Schedule 1	Definitions

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 COVID19.

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, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

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

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 COVID-19 protocols in place at the time of the Meeting.

2.3

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.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice of Meeting.

Proxy Forms can be lodged:

Online: At www.investorvote.com.au

By mail: Computershare Investor Services Pty Ltd GPO Box 242 Melbourne VIC 3001 By fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

2.4

Chair's voting intentions

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

3. Resolution 1 – Ratification of prior issue of Placement Shares

3.1

General

On 18 August 2020, the Company announced that it had received commitments for a placement to raise a total of approximately $1,200,000 (before costs) ( Placement ) via the issue of:

• (a) 6,825,000 Shares at $0.13 each to sophisticated and professional investors ( Placement Shares ); and

• (b) Shares at $0.13 each to the Directors (or their respective nominees) pursuant to their participation in the Placement ( Director Placement Shares ).

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On 27 August 2020, the Company issued the Placement Shares within the 10% limit permitted under Listing Rule 7.1A, without the need for prior Shareholder approval.

The issue of the Director Placement Shares is subject to Shareholder approval under Resolution 2(a), (b), (c) and (d).

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares.

3.2 Listing Rules 7.1, 7.1A 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 securities it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 29 July 2020.

The Placement does not fit within any of the exceptions to Listing Rule 7.1A and, as the issue of the Placement Shares has not yet been ratified by Shareholders, it effectively uses up the Company's placement capacity under Listing Rule 7.1A, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under Listing 7.1A.

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

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 1 seeks Shareholder approval to the issue of the Placement Shares under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the issue of the Placement Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval until the earlier of 28 July 2021, the Company's next annual general meeting, or the date Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

If Resolution 1 is not passed, the issue of the Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval until the earlier of 28 July 2021, the Company's next annual general meeting, or the date Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

3.3

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:

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• (a) the Placement Shares were issued to sophisticated and professional investors already known to the Company, none of whom is a related party of the Company and none of whom is considered to be a 'material investor' for the purposes of section 7.4 of ASX Guidance Note 21;

• (b) a total of 6,825,000 Placement Shares were issued on 27 August 2020;

• (c) the Placement Shares were issued at $0.13 per Share;

• (d) 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;

• (e) the proceeds from the issue of the Placement Shares are intended to be used for exploration activities in the Southwest Terrane, in the Wheatbelt region of Western Australia, on tenement holding expenses, toward business development opportunities and for general working capital;

• (f) the Placement Shares were issued under a term sheet pursuant to which the Placement participants provided binding commitments to subscribe for the Placement Shares on the terms set out in this Notice and otherwise on terms considered standard for agreements of this nature; and

• (g) a voting exclusion statement is included in the Notice.

3.4 Board recommendation

Resolution 1 is an ordinary resolution.

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

The Chair intends to exercise all available proxies in favour of Resolution 1.

4. Resolution 2(a), (b), (c) and (d) - Approval of issue of Director Placement Shares

• 4.1

General

Refer to Section 3.1 for details of the Placement.

Directors Michael Bohm, Shaun Hardcastle, Simon Jackson and Raymond Shorrocks (together, the Related Parties ), or their respective nominees, each wish to participate in the Placement, subject to Shareholder approval being obtained, as follows:

Related Party	Director Placement Shares
Michael Bohm	384,615
Shaun Hardcastle	769,231
Simon Jackson	1,000,000
Raymond Shorrocks	384,615

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Resolution 2(a),(b),(c) and (d) seek the approval of Shareholders pursuant to Listing Rule 10.11 and section 195(4) of the Corporations Act for the issue of up to 2,538,461 Director Placement Shares to the Related Parties (or their nominees) arising from their participation in the Placement ( Participation ).

4.2

Listing Rule 10.11

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, an entity must not issue or agree to issue Equity Securities to any of the following persons without the approval of the holders of its ordinary securities:

• (a) a related party;

• (b) a person who is or was at any time in the 6 months before the issue or agreement to issue, a substantial (30%+) holder in the entity;

• (c) a person who is or was at any time in the 6 months before the issue or agreement to issue, a substantial (10%+) holder in the entity and who has nominated a director to the board of the entity pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.13; or

• (e) a person whose relationship with the Company or a person referred to in Listing Rules 10.11.1 to 10.11.4, is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders.

The Related Parties fall within the category stipulated under Listing Rule 10.11.1 and the issue of the Director Placement Shares to the Related Parties does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 2(a),(b),(c) and (d) seek Shareholder approval for the issue of up to 2,538,461 Director Placement Shares to the Related Parties (or their respective nominees) under and for the purposes of Listing Rule 10.11.

If each of the Resolutions which form part of Resolution 2 are passed, the Company will be able to proceed with the issue of the Director Placement Shares to the Related Parties (or their respective nominees), and raise up to $330,000 (before costs) to fund the Company's exploration activities in the Southwest Terrane, in the Wheatbelt region of Western Australia, tenement holding expenses, business development opportunities and general working capital.

If any of the Resolutions which form part of Resolution 2 are not passed, the Company will not be able to proceed with the issue of the Director Placement Shares to the Related Parties, and may need to raise additional funds through an equity capital raising of a lesser amount using any remaining capacity under Listing Rules 7.1 and 7.1A, debt financing, joint ventures, licensing arrangements or other means.

4.3

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the Participation:

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• (a) The Director Placement Shares will be issued to the Related Parties, being Directors Michael Bohm, Shaun Hardcastle, Simon Jackson and Raymond Shorrocks (or their respective nominees);

• (b) pursuant to Listing Rule 10.11.1, Messrs Michael Bohm, Shaun Hardcastle, Simon Jackson and Raymond Shorrocks are related parties by virtue of being Directors;

• (c) the maximum number of Director Placement Shares to be issued to the Related Parties is 2,538,461 in the following proportions:

• (i) up to 384,615 Placement Shares to Mr Michael Bohm (or his nominee);

• (ii) up to 769,231 Placement Shares to Mr Shaun Hardcastle (or his nominee); (iii) up to 1,000,000 Placement Shares to Mr Simon Jackson (or his nominee); and

• (iv) up to 384,615 Placement Shares to Mr Raymond Shorrocks (or his nominee);

• (d) the Director Placement Shares will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (e) the issue price of the Director Placement Shares is $0.13 per Share;

• (f) the Director Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (g) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in Section 3.3(e);

• (h) the issue of the Director Placement Shares is being made on terms identical to the participants under the Placement and is not intended to remunerate or incentivise the Related Parties;

• (i) the Related Parties have provided firm commitments to subscribe for the Director Placement Shares and there are no other material terms of their commitment; and

• (j) a voting exclusion statement is included in the Notice.

4.4 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,

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

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The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being Directors

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Related Parties on the same terms as Shares issued to the other participants in the Placement unrelated to the Company and as such the giving of the financial benefit is on arm's length terms.

4.5

Section 195 of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company must not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered.

The Directors have a material personal interest in the outcome of each of their respective Resolutions under Resolution 2(a),(b),(c) and (d) and have exercised their right under section 195(4) of the Corporations Act to put the issue of the Director Placement Shares to the Directors to Shareholders to resolve upon.

4.6

Board Recommendation

Resolution 2(a),(b),(c) and (d) are each an ordinary resolution.

The Directors decline to make a recommendation to Shareholders in relation to Resolution 2(a),(b),(c) and (d) due to their material personal interests in the outcome of the Resolutions.

The Chair intends to exercise all available proxies in favour of Resolution 2(a),(b),(c) and (d).

5. Resolution 3 - Approval of issue of Shares to Mr James Merrillees

5.1

General

On 1 July 2020, the Company announced that it had received firm commitments to raise $1.37 million before costs through the issue of 30,455,556 Shares at $0.045 each ( July Placement ).

On 7 September 2020, the Company obtained Shareholder approval for (amongst other things):

• (a) the ratification of 10,000,000 Shares issued pursuant to the July Placement under the Company's Listing Rule 7.1. placement capacity;

• (b) the issue of 15,455,556 Shares pursuant to the July Placement under and for the purposes of Listing Rule 7.1; and

• (c) the issue of up to 5,000,000 Shares to Directors Simon Jackson, Michael Bohm, Shaun Hardcastle and Ray Shorrocks (or their respective nominees) pursuant to their participation in the July Placement.

Former Director, Mr James Merrillees, wishes to participate in the July Placement, subject to Shareholder approval being obtained, and proposes to subscribe for up to $25,000 worth of Shares under the July Placement (555,556 Shares). Due to an administrative oversight, Shareholder approval was not sought at the general meeting held on 7 September 2020 for the issue of Shares to Mr Merrillees pursuant to his participation in the July Placement.

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Resolution 3 seeks the approval of Shareholders under and for the purposes of Listing Rule 10.11 to approve the issue of up to 555,556 Shares to Mr James Merrillees arising from his participation in the July Placement.

5.2

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• (a) a related party (Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

The proposed issue of Shares to former Director Mr Merrillees (or his nominees) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 3 seeks the required Shareholder approval for the issue of Shares to Mr Merrillees (or his nominees) under and for the purposes of Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of Shares to Mr Merrillees (or his nominees) and raise up to $25,000 (before costs) to fund the Company's exploration activities in the Southwest Terrane, in the Wheatbelt region of Western Australia, tenement holding expenses, business development opportunities and general working capital.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Shares to Mr Merrillees (or his nominees) and may need to raise additional funds through an equity capital raising of a lesser amount using any remaining capacity under Listing Rules 7.1 and 7.1A, debt financing, joint ventures, licensing arrangements or other means.

5.3

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to Mr Merrillees (or his nominees):

• (a) the Shares will be issued to Mr James Merrillees (or his nominees);

• (b) Mr James Merrillees is a related party of the Company by virtue of being a former Director and falls into the category stipulated by Listing Rule 10.11.1. In the event

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Shares are issued to a nominee of Mr James Merrillees, that person will fall into the category stipulated by Listing Rule 10.11.4;

• (c) a maximum of 555,556 Shares will be issued to Mr Merrillees (or his nominees):

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (e) the Shares will be issued no later than one month after the date of the Meeting;

• (f) the issue price will be $0.045 per Share, being the same as all other Shares issued under the July Placement;

• (g) proceeds from the issue of the Shares are intended to be used for the same purposes as all other funds raised under the July Placement (to fund the Company's exploration activities in the Southwest Terrane, in the Wheatbelt region of Western Australia, on tenement holding expenses, toward business development opportunities and for general working capital);

• (h) there are no additional material terms with respect to the agreement for the issue of the Shares to Mr Merillees (or his nominees); and

• (i) a voting exclusion statement is included in the Notice.

• 5.4

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,

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

The issue of the Shares constitutes giving a financial benefit and Mr Merillees is a related party of the Company by virtue of being a former Director.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Shares because the Shares will be issued to Mr Merillees (or his nominees) on the same terms as Shares issued to non-related party participants in the July Placement and as such the giving of the financial benefit is on arm's length terms.

5.5

Board recommendation

Resolution 3 is an ordinary resolution.

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

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Schedule 1 Definitions

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

$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Company	means Cygnus Gold Limited (ACN 609 094 653).
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Director Placement	has the meaning given in Section 3.1.
Shares
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
July Placement	has the meaning given in Section 5.1.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of meeting.
Participation	has the meaning given in Section 4.1
Placement	has the meaning given in Section 3.1.
Placement Shares	has the meaning given in Section 3.1.
Proxy Form	means the proxy form attached to the Notice.
Related Parties	means the Directors Michael Bohm, Shaun Hardcastle, Simon Jackson
	and Raymond Shorrocks.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.

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Securities	means any Equity Securities of the Company in the form of Shares.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
WST	means Western Standard Time, being the time in Perth, Western
	Australia.

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Cygnus Gold Limited ABN 80 609 094 653

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9:30am (WST) Monday, 26 October 2020

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 184298 SRN/HIN:

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Cygnus Gold Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Cygnus Gold Limited to be held at Level 3, 24 Outram Street, West Perth, Western Australia, on Wednesday, 28 October 2020 at 9.30am (WST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

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

For Against Abstain

• 1 Ratification of prior issue of Placement Shares

• 2a Approval of issue of Director Placement Shares - Mr Michael Bohm

• 2b Approval of issue of Director Placement Shares - Mr Shaun Hardcastle

• 2c Approval of issue of Director Placement Shares - Mr Simon Jackson

• 2d Approval of issue of Director Placement Shares - Mr Raymond Shorrocks

• 3 Approval of issue of Shares to Mr James Merrillees

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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)
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This section must be completed.

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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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