DELTA LITHIUM LIMITED — Proxy Solicitation & Information Statement 2022

Dec 14, 2022

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15 December 2022

GENERAL MEETING - NOTICE & PROXY FORM

Dear Shareholder,

Red Dirt Metals Limited (ASX: RDT) ("Red Dirt or the Company”) advises it is holding a General Meeting of shareholders on Monday, 16 January 2023 at 3:00pm WST at the Vibe Hotel (level 9 – Kings Park Room), 9 Alvan Street, Subiaco WA 6008 ("Meeting").

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy.

A copy of the Notice of Meeting ("Meeting") is available at the following link:

- https://reddirtmetals.com.au/investor dashboard/

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

Voting in Person

To vote in person, attend the Meeting on the date and at the place as set out above. If possible, shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, so that the Company may check the Shareholders' holding against the Company's register and note attendance.

Voting by Proxy

Appointment of Proxy: Shareholders who are entitled to attend and vote at the Meeting, may appoint a proxy to act generally at the Meeting and to vote on their behalf. The proxy does not need to be a Shareholder.

A Shareholder that is entitled to cast two or more votes may appoint two proxies and should specify the proportion of votes each proxy is entitled to exercise. If a Shareholder appoints two proxies, each proxy may exercise half of the Shareholder's votes if no proportion or number of votes is specified.

Voting by proxy: A Shareholder can direct its proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the voting directions to your proxy section of the Proxy Form. If a proxy holder votes, they must cast all votes as direct ed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Form.

Proxy Forms must be received by no later than 3:00pm (WST) Saturday, 14 January 2023.

Details on how to lodge your proxy form can be found on the enclosed proxy form. If you have any questions about your proxy form please contact the company secretary by telephone at +61 8 6109 0104.

If COVID-19 social distancing restrictions change prior to the Meeting, the Company will advise via an ASX announcement as to any changes in the manner in which the Meeting will be held and as to whether shareholders will still be able to attend in person and participate in the usual way.

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.

Daniel Kendall

CFO & Joint Company Secretary

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RED DIRT METALS LIMITED A C N 1 0 7 2 4 4 0 3 9

NOTICE OF GENERAL MEETING

A general meeting of Red Dirt Metals Limited will be held at the Vibe Hotel (Kings Park Room – Level 9), 9 Alvan Street, Subiaco WA 6008 at 3:00pm (AWST) on Monday, 16 January 2023

It may not be possible for Shareholders to physically attend the Meeting. As a result, the Company encourages Shareholders who cannot attend the Meeting in person to vote by directed proxy. Proxy forms for the meeting should be lodged before 3:00pm (AWST) on Saturday, 14 January 2023.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform.

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8

6109 0104

RED DIRT METALS LIMITED A C N 1 0 7 2 4 4 0 3 9

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Red Dirt Metals Limited ( Company ) will be held at 3:00pm on Monday, 16 January 2023 at the Vibe Hotel (level 9 – Kings Park Room), 9 Alvan Street, Subiaco WA 6008 (AWST) ( 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 this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 14 January 2023 at 4:00pm (AWST).

The Company advises that a poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.

AGENDA

1. RESOLUTION 1 – RATIFY TRANCHE 1 PLACEMENT SHARES ISSUED PURSUANT TO LISTING RULE 7.1

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 prior issue of 49,909,373 Shares pursuant to tranche one of the Placement 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 of the Shares or an associate of that person or those persons.

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

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

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

2. RESOLUTION 2 – RATIFY TRANCHE 1 PLACEMENT SHARES ISSUED PURSUANT TO LISTING RULE 7.1A

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 prior issue of 33,090,627 Shares pursuant to tranche one of the Placement on the terms and conditions in the Explanatory Memorandum."

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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 of the Shares or an associate of that person or those persons.

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

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

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

• (f) 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.

3. RESOLUTION 3 – ISSUE OF TRANCHE 2 PLACEMENT SHARES PURSUANT TO LISTING RULE 7.1

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 7.1 and for all other purposes, Shareholders approve the issue of up to 27,000,000 Shares pursuant to tranche two of the Placement 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 is expected to participate in proposed issue of Shares and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities) or an associate of those persons.

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

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

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

4. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO MR DAVID FLANAGAN

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

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'That, pursuant to and in accordance with Listing Rule 10.14, Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of 12,000,000 Performance Rights to Mr David Flanagan (and/or his nominee) under the Plan 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 each person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan or an associate of that person (or those persons).

The Company will also disregard any votes cast in favour of the Resolution by or on behalf of an officer of the Company (and/or their nominees) or any of their child entities (as defined in the Listing Rules) who are entitled to participate in a termination benefit or an associate of that person or those persons.

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

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

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

A vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr David Flanagan or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if:

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

• (b) it is not cast on behalf Mr David Flanagan or his nominee(s) or any of his, or their, associates.

Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

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

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Dated 15 December 2022

By order of the Board

Daniel Kendall Joint Company Secretary

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RED DIRT METALS LIMITED ACN 107 244 039

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This 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 the Vibe Hotel (level 9 – Kings Park Room), 9 Alvan Street, Subiaco WA 6008 on Monday, 16 January 2023 at 3:00pm (AWST).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. This 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: Background Section 4: Resolutions 1 and 2 – Ratify Tranche 1 Placement Shares issued pursuant to Listing Rules 7.1 and 7.1A Section 5: Resolution 3 – Issue of Tranche 2 Placement Shares pursuant to Listing Rule 7.1 Section 6: Resolution 4 – Issue of Performance Rights to Mr David Flanagan Schedule 1: Definitions Schedule 2: Terms and Conditions of Flanagan Performance Rights Schedule 3: Summary of Plan

A Proxy Form is attached to the Notice.

2. ACTION TO BE TAKEN BY SHAREHOLDERS

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

The Company advises that a poll will be conducted for all Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

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If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Proxy Forms must be received by the Company no later than 3:00pm (AWST) on Saturday, 14 January 2023, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2

Attendance at the Meeting

The Company advises Shareholders that the Meeting will be held in compliance with any government restriction on gatherings in Western Australia.

If it becomes necessary or appropriate to make alternative arrangements to those detailed in this Notice, Shareholders will be updated via the ASX announcements platform and on the Company’s website at https://reddirtmetals.com.au/.

3. BACKGROUND

3.1 Placement

As announced on 1 December 2022, the Company is undertaking a capital raising comprising:

• (a) a two tranche placement of an aggregate of 110,000,000 Shares each at an issue price of A$0.50 ( Placement Shares ) to sophisticated, professional and institutional investors to be completed in two tranches comprising:

• (i) 83,000,000 Placement Shares ( Tranche 1 Placement ) to raise approximately A$41.5 million utilising the Company's existing placement capacity pursuant to Listing Rules 7.1 and 7.1A; and

• (ii) 27,000,000 Placement Shares ( Tranche 2 Placement ) to raise approximately A$13.5 million, subject to shareholder approval at the Meeting (refer to Resolution 3),

to raise a total of A$55 million ( Placement ); and

• (b) a non-underwritten share purchase plan to eligible shareholders with a registered address in Australia and New Zealand to subscribe for up to A$30,000 worth of Shares each to raise up to a further A$5 million, at an offer price of A$0.50 per Share (being the same price as the Placement) ( Share Purchase Plan ),

(together, the Capital Raising ).

The Tranche 1 Placement completed on Wednesday, 7 December 2022. The Tranche 2 Placement is subject to Shareholder approval (refer to Resolution 3).

Canaccord Genuity (Australia) Limited and Bell Potter Securities Limited acted as joint lead managers to the Placement ( Joint Lead Managers ).

Refer to the Company's ASX announcement and investor presentation dated 1 December 2022 for further details on the Capital Raising.

3.2 Use of Funds

Funds from the Capital Raising will be used to accelerate exploration, feasibility and development works at the Company's Mt Ida and Yinnetharra Lithium Projects.

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3.3 Capital Structure

The capital structure of the Company on completion of the Placement will be as follows:

	Shares	Options	Performance Rights
Securities on issue as at the date of the Notice1	415,729,156	49,052,991	9,230,000
Maximum number of securities to be issued under the Tranche 2 Placement	27,000,000	-	-
Maximum number of securities to be issued under the Share Purchase Plan	10,000,000	-	-
Performance Rights to be issued to Mr David Flanagan	-	-	12,000,000
TOTAL	452,729,156	49,052,991	21,230,000

Notes:

1. Includes 83,000,000 Shares issued under the Tranche 1 Placement.

4. RESOLUTIONS 1 AND 2 – RATIFY PLACEMENT SHARES ISSUED PURSUANT TO LISTING RULES 7.1 AND 7.1A

4.1 Background

As detailed in Section 3.1, the Company has issued 83,000,000 Placement Shares at an issue price of A$0.50 per Share under the Tranche 1 Placement.

Refer to Section 3.1 for further details of the Placement.

83,000,000 Placement Shares were issued on Wednesday, 7 December 2022 without Shareholder approval pursuant to the Company's capacity under Listing Rules 7.1 and 7.1A. ( Tranche 1 Placement Shares ).

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 49,909,373 Tranche 1 Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1).

Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 33,090,627 Tranche 1 Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1A).

Resolutions 1 and 2 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 1 and 2.

4.2 Listing Rules 7.1 and 7.1A

Listing Rule 7.1 provides that the Company is entitled to issue or agree to issue Equity Securities up to 15% of its issued share capital through placements during any 12-month period, subject to specific restrictions, without needing prior Shareholder approval ( 15% Placement Capacity ).

In addition to its 15% Placement Capacity, the Company has obtained Shareholder approval pursuant to Listing Rule 7.1A at its 2022 annual general meeting to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Company’s 2022 annual general meeting, without needing prior Shareholder approval ( 10% Placement Capacity ).

Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of Equity Securities made pursuant to Listing Rule 7.1 or Listing Rule 7.1A (and provided that the previous

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issue did not breach Listing Rule 7.1 or Listing Rule 7.1A) those Equity Securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 or Listing Rule 7.1A.

The effect of passing Resolutions 1 and 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% Placement Capacity set out in Listing Rule 7.1 and the 10% Placement Capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolutions 1 and 2 are not passed, the Tranche 1 Placement Shares will be included in the Company’s 15% Placement Capacity set out in Listing Rule 7.1 and the 10% Placement Capacity set out in Listing Rule 7.1A, for the 12 month period following the issue of the Tranche 1 Placement Shares.

4.3

Specific information required by Listing Rule 7.5

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:

• (a) The Tranche 1 Placement Shares were issued to institutional, sophisticated and professional investors who participated in the Tranche 1 Placement, identified by the Joint Lead Managers. No Tranche 1 Placement Shares were issued to any related party, key management personnel, substantial shareholder or adviser of the Company or any of their associates.

• (b) The Tranche 1 Placement Shares comprise of:

• (i) the issue of 49,909,373 Tranche 1 Placement Shares pursuant to Listing Rule 7.1, ratification of which is sought pursuant to Resolution 1; and

• (ii) the issue of 33,090,627 Tranche 1 Placement Shares pursuant to Listing Rule 7.1A, ratification of which is sought pursuant to Resolution 2.

• (c) The Tranche 1 Placement Shares are fully paid ordinary shares and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Tranche 1 Placement Shares have an issue price of A$0.50 per Share.

• (e) The Tranche 1 Placement Shares were issued on Wednesday, 7 December 2022.

• (f) Funds raised from the issue of the Tranche 1 Placement Shares will be used as detailed in Section 3.2.

• (g) The Tranche 1 Placement Shares were issued pursuant to short form subscription letters pursuant to which subscribers under the Tranche 1 Placement agreed to be issued Tranche 1 Placement Shares at an issue price of A$0.50 per Share.

• (h) A voting exclusion statement is included in the Notice for Resolutions 1 and 2.

4.4 Board recommendation

The Board recommend that Shareholders vote in favour of Resolutions 1 and 2.

5. RESOLUTION 3 - ISSUE OF TRANCHE 2 PLACEMENT SHARES PURSUANT TO LISTING RULE 7.1

5.1 General

Resolution 3 seeks Shareholder approval to issue up to a further 27,000,000 Shares to professional, sophisticated and institutional investors under the Tranche 2 Placement ( Tranche 2 Placement Shares ).

Refer to Section 3.1 for further details of the Placement.

None of the subscribers under the Tranche 2 Placement will be a related party, key management personnel, substantial shareholder or adviser of the Company or any of their associates.

Resolution 3 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

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5.2 Listing Rule 7.1

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 months under its 15% Placement Capacity.

The issue of the Tranche 2 Placement Shares does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company's Shareholders under Listing Rule 7.1.

Resolution 3 seeks Shareholder approval to issue the Tranche 2 Placement Shares under and for the purposes of Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the issue of the Tranche 2 Placement Shares will only proceed to the extent that the Company has the available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1. If the Company does not have the available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1, the issue of the Tranche 2 Placement Shares will not be able to proceed.

5.3

Specific information required by Listing Rule 7.3

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:

• (a) Up to a maximum of 27,000,000 Tranche 2 Placement Shares will be issued to institutional, sophisticated and professional investors who participated in the Tranche 2 Placement, identified by the Joint Lead Manager. No Tranche 2 Placement Shares will be issued to any related party, key management personnel, substantial shareholder or adviser of the Company or any of their associates.

• (b) The Tranche 2 Placement Shares will be fully paid ordinary shares and rank equally in all respects with the Company’s existing Shares on issue.

• (c) The Tranche 2 Placement Shares will have an issue price of A$0.50 per Share.

• (d) The Tranche 2 Placement Shares will be issued no later than three months after the date of the Meeting.

• (e) Funds raised from the issue of the Tranche 2 Placement Shares will be used as detailed in Section 3.2.

• (f) The Tranche 2 Placement Shares will be issued pursuant to short form subscription letters pursuant to which subscribers under the Tranche 2 Placement will be issued Tranche 2 Placement Shares at an issue price of A$0.50 per Share.

• (g) A voting exclusion statement is included in the Notice for Resolution 3.

5.4 Board recommendation

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

6. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO MR DAVID FLANAGAN

6.1 General

Resolution 4 seeks Shareholder approval in accordance with:

• (a) Listing Rule 10.14 for the issue of Performance Rights to a related party under an employee incentive plan; and

• (b) Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, for the Company to give certain termination benefits to Mr Flanagan in connection with him ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company or a related body corporate.

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The Company is proposing to issue 12,000,000 Performance Rights to Mr Flanagan (and/or his nominee), Executive Chairman, under the Plan and on the terms and conditions detailed in Schedule 2 ( Flanagan Performance Rights ).

The Board (excluding Mr Flanagan) considers that this grant of the Flanagan Performance Rights to Mr Flanagan (and/or his nominee) is arm’s length and an effective way for the Company to appropriately incentivise his performance and is consistent with the strategic goals and targets of the Company.

Refer to Schedule 3 for a summary of the terms and conditions of the Plan. The Company obtained Shareholder approval on 25 November 2022 for the adoption of the Plan and for the issue of up to a maximum of 16,000,000 Performance Rights and Options under the Plan (excluding issues approved by Shareholders under Listing Rules 10.14 and Listing Rule 10.11). If Resolution 4 is passed, the Flanagan Performance Rights will be excluded from calculating the maximum number of Performance Rights and Options issued under the Plan.

Resolution 4 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

6.2

Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

Mr Flanagan, who is Executive Chairman, is a related party of the Company.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Flanagan Performance Rights as the exception in section 211 of the Corporations Act applies. The Flanagan Performance Rights are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

6.3

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 plan without the approval of shareholders:

• 10.14.1 a director of the company;

• 10.14.2 an associate of a director of the company; or 10.14.3 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.

The issue of Flanagan Performance Rights to Mr David Flanagan (and/or his nominee) falls within 10.14.1 above and therefore requires the approval of Shareholders under Listing Rule 10.14.

If Resolution 4 is passed, the Company will be able to proceed with the issue of Flanagan Performance Rights to Mr Flanagan (and/or his nominee). Approval pursuant to Listing Rule 7.1 will not be required as approval is being obtained under Listing Rule 10.14 (Exception 14 under Listing Rule 7.2). Accordingly, the issue of Flanagan Performance Rights will not be included in the Company’s 15% placement capacity on issuing Equity Securities without Shareholder approval under Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Flanagan Performance Rights to Mr Flanagan (and/or his nominee) and may consider alternative forms of remuneration with Mr Flanagan.

6.4

Specific information required by Listing Rule 10.15

The following information must be provided to Shareholders for the purposes of obtaining Shareholder approval:

• (a) The Flanagan Performance Rights will be granted to Mr David Flanagan (and/or his nominee).

• (b) Mr Flanagan falls within category 10.14.1 of the Listing Rules as he is the Executive Chairman of the Company.

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• (c) The maximum number of Flanagan Performance Rights to be issued to Mr Flanagan (and/or his nominee) is 12,000,000.

• (d) The current total remuneration package of Mr Flanagan for being Executive Chairman of the Company is detailed below:

Name	Cash Salary and Fees (A$)	STI Package (A$)	LTI Package (A$)	Superannuation (A$)	Total (A$)
Mr David Flanagan	325,862	-1	-2	24,138	350,000

Notes:

1. Up to 50% of annual salary at Board discretion. No amounts paid to date.

2. Nil at 30 June 2022. Mr Flanagan was issued six (6) million performance rights on his appointment as Non-Executive Chairman on 29 August 2022 that will vest in three equal tranches of two (2) million upon the achievement of a 20-day VWAP of A$1.00, A$1.20 and A$1.50 respectively, subject to his continuous employment with the Company. These performance rights are independently valued at $3,195,800 to be expensed over the vesting period.

• (e)

• No securities have previously been issued to Mr Flanagan under the Plan.

• (f) The vesting conditions and expiry date for the Flanagan Performance Rights are detailed below:

Tranche	Number of Performance Rights	Performance Hurdle	Expiry Date
T1	3,000,000	Vesting upon delineation of 50Mt JORC resource at minimum grade of 0.8% Li2O at any of the Company’s projects by 3 November 2025.	5 years from date of issue
T2	3,000,000	Vesting upon delineation of 100Mt JORC resource at minimum grade of 0.8% Li2O at any of the Company’s projects by 3 November 2025.	5 years from date of issue
T3	2,000,000	Vesting if mining operations commence at any of the Company’s projects on or before 31 December 2023.	5 years from date of issue
T4	4,000,000	Vesting upon the first commercial shipment of DSO lithium ore or Spodumene concentrate by the Company by 3 November 2025.	5 years from date of issue

The Flanagan Performance Rights:

• (i) are subject to the material terms summarised in Schedule 2;

• (ii) are being issued to provide a cost effective and efficient reward for the Company to appropriately incentivise Mr Flanagan's performance in a manner that is consistent with the strategic goals and targets of the Company; and

• (iii) are valued at A$2,493,750 in accordance with AASB 2 using the share price as of completing the Notice (2 December 2022) with management probabilities prescribed of 50% for T1 and T2, and 25% for T3 and T4.

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• (g) The Company intends to grant the Flanagan Performance Rights to Mr Flanagan (and/or his nominee) within one month after the date of the Meeting, and by no later than three years after the date of the Meeting.

• (h) The Flanagan Performance Rights will be granted for nil consideration.

• (i) The material terms of the Plan are summarised in Schedule 3.

• (j) Details of any securities issued under the Plan will be published in the Company's annual report 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.

• (k) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

• (l) A voting exclusion statement is included in the Notice for Resolution 4.

6.5 Section 200B of the Corporations Act

In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from a managerial or executive office, the Company must obtain Shareholder approval in the manner set out in section 200E of the Corporations Act.

Section 200B of the Corporations Act applies where the benefit is given to, among other persons, a person whose details were included in the Director's Report for the previous financial year. Mr Flanagan's details were included in the FY2022 Director's Report of the Company.

A benefit includes (among other things) automatic, or accelerated, vesting of share-based payments for a person or the exercise of discretion to allow a person to maintain a benefit they would not otherwise be entitled to retain, on, or as a result of, retirement from their position in the company. A benefit also includes the exercise of a Board discretion to accelerate vesting of share-based payments.

The benefits for which approval is being sought under Resolution 4 include benefits that may result from the Board exercising discretions conferred under the terms of the Plan. In particular, the Board will have the discretion to determine that, when Mr Flanagan is no longer an Eligible Participant (as defined in the Plan) some or all of the Flanagan Performance Rights will not lapse or be forfeited at that time (if they would otherwise lapse or be forfeited), but will be forfeited at the time and subject to the conditions it may specify by written notice to the Mr Flanagan.

One of the benefits for which approval is sought under this Resolution 4 is the potential for Shares to be issued or transferred to Mr Flanagan upon the conversion of the Flanagan Performance Rights as a result of the Board exercising a discretion to vest the Performance Rights as a termination benefit.

The Company is therefore seeking Shareholder approval under section 200B of the Corporations Act in connection with the potential vesting of the Flanagan Performance Rights proposed to be grant to Mr Flanagan pursuant to Resolution 4.

6.6 Specific information required by section 200E of the Corporations Act

In accordance with section 200E of the Corporations Act, information is provided as follows:

The amount or value of the benefit relating to the Flanagan Performance Rights to be issued to Mr Flanagan (and/or his nominee(s)) which may arise in connection with his retirement from a managerial or executive office cannot presently be ascertained. However, matters, events and circumstances that will, or are likely to affect the calculation of that amount or value include:

• the number of Flanagan Performance Rights held prior to ceasing employment;

• the outstanding conditions (if any) of vesting of the Flanagan Performance Rights and the number that the Board determines to vest, lapse or leave on foot;

• the applicable performance measures and the achievement of such measures (and the personal performance of Mr Flanagan);

• the portion of the relevant performance periods for the Flanagan Performance Rights that have expired at the time Mr Flanagan ceases employment or engagement;

• the circumstances of, or reasons for, ceasing employment with the Company;

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• the length of service with the Company and performance over that period of time;

• any other factors that the Board determines to be relevant when exercising its discretion to provide potential retirement benefits to Mr Flanagan;

• the market price of the Company's Shares on ASX at the relevant time when the amount or value of the Flanagan Performance Rights is determined;

• any changes in law; and

• the risk-free rate of return in Australia and the estimated volatility of the Company's Shares on ASX at the relevant time.

The Company will likely calculate the value of the benefit at the relevant time based on the above factors and using the binomial method to value the Flanagan Performance Rights.

6.7 Director Recommendation

The Directors (other than Mr Flanagan) recommend that Shareholders vote in favour of Resolution 4.

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Schedule 1 – Definitions

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

10% Placement Capacity has the meaning given in Section 4.2.

15% Placement Capacity has the meaning given in Section 4.2.

A$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Western Standard Time, being the time in Perth, Western Australia.

Board means the board of directors of the Company.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Company means Red Dirt Metals Limited (ACN 107 244 039).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Flanagan Performance Rights has the meaning given in Section 6.1.

Joint Lead Managers means Canaccord Genuity (Australia) Limited (ACN 075 071 466) and Bell Potter Securities (ACN 006 390 772).

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Placement has the meaning given in Section 3.1.

Placement Shares has the meaning given in Section 3.1.

Plan means the Company's employee incentive plan, as summarised in Schedule 3.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Share Purchase Plan has the meaning given in Section 3.1.

Shareholder means a shareholder of the Company.

Tranche 1 Placement has the meaning given in Section 3.1.

Tranche 2 Placement has the meaning given in Section 3.1.

Tranche 1 Placement Shares has the meaning given in the Section 4.1.

Tranche 2 Placement Shares has the meaning given in the Section 5.1.

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Schedule 2 – Terms and Conditions of Flanagan Performance Rights

The following is a summary of the key terms and conditions of the Flanagan Performance Rights to be issued by the Company to the Mr Flanagan ( Executive ).

(a) Milestones

The Performance Rights shall vest upon the satisfaction of the following Milestones being achieved:

• (i) 3,000,000 Performance Rights vesting upon delineation of 50Mt JORC resource at minimum grade of 0.8% Li2O at any of the Company’s projects by 3 November 2025.

• (i) 3,000,000 Performance Rights vesting upon delineation of 100Mt JORC resource at minimum grade of 0.8% Li2O at any of the Company’s projects 3 November 2025.

• (ii) 2,000,000 Performance Rights vesting if mining operations commence at any of the Company’s projects on or before 31 December 2023.

• (ii) 4,000,000 Performance Rights vesting upon the first commercial shipment of DSO lithium ore or Spodumene concentrate by the Company 3 November 2025.

(each, a Milestone ).

Each Milestone is subject to the Executive being employed by the Company at the time the Milestone is met.

For the avoidance of doubt the resources referred to above are not limited to any specific project area but to the combined lithium resources of the Red Dirt Metals group of tenements over the period of the performance rights.

Subject to the terms of the Company’s Performance Rights and Options Plan the above Performance Rights would be subject to accelerated vesting in the event of a Change in Control.

(b)

Lapse of a Performance Right

If the relevant Milestone has not been achieved on or before the date specified in paragraph (a) ( Milestone Date ) it will automatically lapse on the Milestone Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights.

For the avoidance of doubt, a Performance Right will not lapse in the event the relevant Milestone is met before the relevant Milestone Date and the Shares the subject of a conversion are deferred in accordance with paragraph (q) below.

(c) Notification to holder

The Company shall notify the holder in writing when the relevant Milestone has been satisfied within 30 days of such satisfaction

(d) Conversion

Subject to paragraph (q), upon vesting, each Performance Right will, at the election of the holder, convert into one Share.

(e) Lapsing Otherwise

If the holder (or the effective holder where a nominee has been appointed) of the Performance Right’s engagement with the Company (or one of its subsidiaries) is terminated for whatever reason, any unvested Performance Rights held by that relevant holder will automatically lapse.

(f) Expiry Date

Each Performance Right shall otherwise expire five (5) years from the date of issue ( Expiry Date ). If the relevant Milestone attached to the Performance Right has been achieved by the Expiry Date, all unconverted Performance Rights of the relevant class will automatically lapse at that time.

(g) Consideration

No consideration will be payable upon the conversion of the Performance Rights into Shares.

(h) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

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(i) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(j) Timing of issue of Shares on Conversion

Within 5 Business Days after date that the Performance Rights are converted, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the conversion of the Performance Rights.

If a notice delivered under (j)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(k) Transfer of Performance Rights

The Performance Rights are not transferable.

(l) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(m) Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(n) Adjustment for bonus issue

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 or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(o) Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(p) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(q) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (e) or (p) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The

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absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (q)(i) within seven (7) days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(r) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(s) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(t) Plan

The terms of the Performance Rights are supplemented by and subject to the terms of the Company’s Plan.

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Schedule 3 – Summary of Plan

Eligible Participant	Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
Purpose	The purpose of the Plan is to: (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (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.
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 (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the_Income Tax_ Assessment Act 1997(Cth)). The Board may delegate its powers and discretion.
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 any (or any combination of) Options and Performance Rights provided under the Plan 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.
Grant of securities	The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
Rights attaching to securities	Prior to an Option or Performance Right being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the convertible security other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (see Adjustment of convertible securities section below).
Vesting of convertible securities	Any vesting conditions applicable to the Options or Performance Rights will be described in the invitation. 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 securities have vested. Unless and until the vesting notice is issued by the Company, the securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to an Option or Performance Right are not satisfied and/or otherwise waived by the Board, that security will lapse.

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Exercise of convertible securities and cashless exercise	To exercise a security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Option or Performance Right (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice. An invitation to apply for Options may specify that at the time of exercise of the Options, the Participant may elect not to be required to provide payment of the exercise price for the number of Options specified in a notice of exercise, but that on exercise of those Options 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 Options. Market Valuemeans, 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. An Option or a Performance Right may not be exercised unless and until that security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Timing of issue of Shares and quotation of Shares on exercise	As soon as practicable after the valid exercise of an Option or a Performance Right 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 securities held by that Participant.
Restrictions on dealing with securities	A holder may not sell, assign, transfer, grant a security interest over or otherwise deal with an Option or a Performance Right that has been granted to them unless otherwise determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to an Option or a Performance Right that has been granted to them. However, in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the Participant) a Participant may deal with convertible securities granted to them under the Plan with the consent of the Board.
Listing of convertible securities	An Option or a Performance Right granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of an Option granted under the Plan on the ASX or any other recognised exchange.
Forfeiture of convertible securities	Options and Performance Rights will be forfeited in the following circumstances: (a) where a Participant who holds Options or Performance Rights ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group), all unvested convertible securities will automatically be forfeited by the Participant; (b) where a Participant acts fraudulently or dishonestly,negligently, in contravention of any Group policy or wilfully breaches their duties to the Group; (c) where there is a failure to satisfy the vesting conditions in accordance with the Plan; (d) on the date the Participant becomes insolvent; or (e) on the expiry date of the Options or Performance Rights.
Change of control	A vesting condition for a Performance Right or Option will be deemed to be automatically waived if a change of control event occurs.

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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 Options or Performance Rights 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 Options or Performance Rights is entitled, upon exercise of those securities, to receive an issue 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 Options or Performance Rights are exercised. Unless otherwise determined by the Board, a holder of Options or Performance Rights does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.
Rights attaching to Shares	All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of an Option or a Performance Right, will rank equally in all respects with the Shares of the same class for the time being on issue except for any rights attaching to the Shares by reference to a record date prior to the date of the allotment or transfer of the Shares. A Participant will be entitled to any dividends declared and distributed by the Company on the Shares issued upon exercise of an Option or a Performance Right and may participate in any dividend reinvestment plan operated by the Company in respect of Shares. A Participant may exercise any voting rights attaching to Shares issued under the Plan.
Disposal restrictions on Shares	If the invitation provides that any Shares issued upon the valid exercise of an Option or a Performance Right 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 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 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.
General Restrictions on Transfer of Shares	If the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of an Option or a Performance Rights 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 Act. Restrictions are imposed by applicable law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available. These laws may restrict the acquisition or disposal of Shares by you during the time the holder has such information. Any Shares issued to a holder upon exercise of an Option or a Performance Right shall be subject to the terms of the Company’s Securities Trading Policy.
Buy-Back	Subject to applicable law, the Company may at any time buy-back Options or Performance Rights and Shares issued upon exercise of Options or Performance Rights in accordance with the terms of the Plan.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Options or Performance Rights.

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Maximum number of securities	The Company will not make an invitation under the Plan which involves monetary consideration if the number of Shares that may be issued, or acquired upon exercise of Options or Performance Rights offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b).
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 the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those securities may be cancelled in the manner agreed between the Company and the Participant.
Income Tax Assessment Act	The Plan is a plan to which Subdivision 83A-C of the_Income Tax Assessment_ Act 1997(Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.

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==> picture [158 x 49] intentionally omitted <==

Red Dirt Metals Limited

Need assistance?

Phone:

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

ABN 67 107 244 039

Online:

www.investorcentre.com/contact RDTRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030 YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be received by 3:00pm (AWST) on Saturday, 14 January 2023. Proxy Form XX 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 Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is 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%. Control Number: 999999 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 PIN: 99999 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 For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: 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 Computershare Investor Services Pty Limited sign. GPO Box 242 Melbourne VIC 3001 Power of Attorney: If you have not already lodged the Power of Attorney with the registry, Australia 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 By Fax: 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 1800 783 447 within Australia or held. Delete titles as applicable. +61 3 9473 2555 outside Australia PARTICIPATING IN THE MEETING Corporate Representative

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

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Samples/000002/000002/i12

MR RETURN SAMPLE Change of address. If incorrect, 123 SAMPLE STREET mark this box and make the SAMPLE SURBURB correction in the space to the left. SAMPLETOWN VIC 3030 Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. 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 Red Dirt Metals Limited hereby appoint the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting 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 Red Dirt Metals Limited to be held at the Vibe Hotel (Kings Park Room - Level 9), 9 Alvan Street, Subiaco WA 6008 on Monday, 16 January 2023 at 3:00pm (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: 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 Resolution 4 (except where I/we have indicated a different voting intention in step 2) even though Resolution 4 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. 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 Resolution 4 by marking the appropriate box in step 2. 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 Resolution 1 Ratify Tranche 1 Placement Shares issued pursuant to Listing Rule 7.1 Resolution 2 Ratify Tranche 1 Placement Shares issued pursuant to Listing Rule 7.1A Resolution 3 Issue of Tranche 2 Placement Shares pursuant to Listing Rule 7.1 Resolution 4 Issue of Performance Rights to Mr David Flanagan 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. 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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