DOME GOLD MINES LIMITED — Proxy Solicitation & Information Statement 2022

Feb 27, 2022

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NOTICE OF GENERAL MEETING

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EXPLANATORY MEMORANDUM

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PROXY FORM

DATE & TIME OF MEETING: Thursday 31 March 2022 at 11 am VENUE: Level 46, 680 George Street Sydney NSW 2000

These documents should be read in their entirety.

If shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisors.

E info@domegoldmines.com.au W www.domegoldmines.com.au

Level 46, 680 George Street Sydney NSW 2000 Australia

GPO Box 1759 Sydney T +61 2 8203 5620 NSW 2001 Australia F +61 2 9012 0041

DOME GOLD MINES LTD ABN 49 151 996 566

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members of Dome Gold Mines Ltd ( ‘Company’ ) is to be convened at Level 46, 680 George Street, Sydney, NSW, 2000 on 31 March 2022 at 11 am.

AGENDA

ORDINARY BUSINESS

The items of business should be read in conjunction with the explanatory notes on the pages to follow. The explanatory notes form part of this Notice of Meeting.

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

Ordinary Resolution 1 Ratification of 1,000,000 Shares - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 1,000,000 fully paid ordinary shares issued under Listing Rule 7.1 on 18 October 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 2 Ratification of 2,000,000 Unlisted Options - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 2,000,000 unlisted options issued under Listing Rule 7.1 on 26 November 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 3 Ratification of 1,000,000 Shares - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 1,000,000 fully paid ordinary shares issued under Listing Rule 7.1 on 6 December 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 4 Ratification of 2,000,000 Unlisted Options - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 2,000,000 unlisted options issued under Listing Rule 7.1 on 6 December 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 5 Ratification of 15,000,000 Shares - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 15,000,000 fully paid ordinary shares issued under Listing Rule 7.1 and 7.1A on 31 December 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

Ordinary Resolution 6 Ratification of 30,000,000 Unlisted Options - Listing Rule 7.4

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders hereby ratify and approve the issue and allotment of 30,000,000 unlisted options issued under Listing Rule 7.1 on 31 December 2021, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.'

To transact any other business that may be brought forward in accordance with the Company's Constitution.

By order of the Board Marcelo Mora Company Secretary 28 February 2022

GPO Box 1759 Sydney T +61 2 8203 5620 E info@domegoldmines.com.au NSW 2001 Australia F +61 2 9012 0041 W www.domegoldmines.com.au

Level 46, 680 George Street Sydney NSW 2000 Australia

DOME GOLD MINES LTD ABN 49 151 996 566

EXPLANATORY MEMORANDUM TO THE NOTICE OF GENERAL MEETING

This Explanatory Memorandum has been prepared to assist members to understand the business to be put to members at the General Meeting to be held at Level 46, 680 George Street, Sydney, NSW, on Thursday, 31 March 2022 at 11 am Eastern Daylight-Saving Time (EDST).

Resolution 1 Ratification of Prior Issue of Shares – Listing Rule 7.4

On 18 October 2021, the Company issued 1,000,000 ordinary shares at an issue price of $0.20 per share to Bowwow KK utilising the Company capacity under 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 period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of these shares under Listing Rule 7.1 does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the date the Company issued the Shares.

Listing Rule 7.4 allows the shareholders of a company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 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 ratify the issue under and for the purposes of Listing 7.4

If Resolution 1 is passed, the issue of these shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 months following the date the Company issued the shares.

If Resolution 1 is not passed, the issue of these shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 months following the issued date.

The Company confirms that the issue of the Shares did not breach Listing Rule 7.1.

Details of the issue, as required by ASX Listing Rule 7.5 are as follows:

Name of allottees: Bowwow KK (not a related party under Listing Rule 10.1 or 10.11) Number of securities allotted: 1,000,000 ordinary shares pursuant to Listing Rule 7.1 Terms: Fully paid ordinary shares ranking pari passu with existing fully paid ordinary shares. Date of issued: The shares were issued on 18 October 2021. Issue price: $0.20 per share. Intended use of funds: To further advance the exploration program in Fiji, working capital, ongoing activities and payment of outstanding liabilities.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on Resolution 1 by or on behalf of

• Bowwow KK or;

• an associate of Boww KK.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 1. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

1

Resolution 2 Ratification of Prior issue of Options

On 24 November 2021, the Company issued 1,000,000 unlisted Options to Bowwow KK as attaching Options on a 1 for 1 share basis for the share issued on 18 October 2021. In addition, the Company granted 1,000,000 options to Precious Tori Limited as commission for the shares issued (there were no Listing Rule 10.11 parties). Each Option has an exercise price of $0.10 and an expiry date of 24 November 2024.

The terms and conditions of the Options are set out in Annexure A.

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

The issue of the Options does not fall within any of the exceptions set out in Listing Rule 7.2 as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company issued the Shares.

If Resolution 2 is passed, the issue of these options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued the options. If all of the Options the subject of Resolution 2 are exercised the Company will receive approximately $200,000 in exercise monies

If Resolution 2 is not passed, the issue of these options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the issued date.

Resolution 2 seeks Shareholder approval of the issue under and for the purposes of Listing 7.4

Details as requiredby ASX Listing Rule 7.5:

Names of allottees: 1,000,000 options to Bowwow KK; and 1,000,000 options to Precious Tori Limited (none of whom are related parties to the Company under Listing Rule 10.1 or 10.11 and none are material investors as defined in section 7.4 of Guidance Note 21). Number of securities to be allotted: 2,000,000 Unlisted Options. Issue price: Nil cash consideration Terms: The full terms and conditions of the Options issued under Resolution 2 are set out in Annexure A. Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share. The options vested on 26 November 2021 and are exercisable at any time before 24 November 2024. Exercise price: $0.10 per share Vesting date: The options vested on 26 November 2021. Expiry date: 24 November 2024. Intended use of funds The Options are attaching Options and therefore no funds were raised from the issue. Any funds raised on exercise will be applied towards insuring Dome is well funded to continue to progress the Definitive Feasibility Study (DFS) at Sigatoka Iron sand project in Fiji and for general corporate and working capital purposes.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on Resolution 2 by or on behalf of

• A person who participated in the issue or;

• an associate of that person or those persons.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 2. The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 2.

2

Resolution 3 Ratification of Prior Issue of Shares

On 6 December 2021, the Company issued 1,000,000 ordinary shares at an issue price of $0.20 per share to Blood-B Limited utilising the Company capacity under 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 period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of these shares under Listing Rule 7.1 does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the date the Company issued the Shares.

Listing Rule 7.4 allows the shareholders of a company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 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 3 seeks Shareholder approval to ratify the issue under and for the purposes of Listing 7.4

If Resolution 3 is passed, the issue of these shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 months following the date the Company issued the shares.

If Resolution 3 is not passed, the issue of these shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 months following the issued date.

The Company confirms that the issue of the Shares did not breach Listing Rule 7.1.

Details of the issue, as required by ASX Listing Rule 7.5 are as follows:

Name of allottees: Blood-B Limited (not a related party under Listing Rule 10.1 or 10.11) Number of securities allotted: 1,000,000 ordinary shares pursuant to Listing Rule 7.1 Terms: Fully paid ordinary shares ranking pari passu with existing fully paid ordinary shares. Date of issued: The shares were issued on 6 December 2021 Issue price: $0.20 per share Intended use of funds: To further advance the exploration program in Fiji, working capital, ongoing activities and payment of outstanding liabilities.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on Resolution 3 by or on behalf of

• Blood-B Limited or;

• an associate of Blood-B Limited.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 3. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 3.

3

Resolution 4 Ratification of Prior issue of Options

On 6 December 2021, the Company issued 1,000,000 unlisted Options to Blood-B Limited as attaching Options on a 1 for 1 share basis for the issued on 6 December 2021. In addition, the Company granted 1,000,000 options to Precious Tori Limited as commission for the shares issued on 6 December 2021 (there were no Listing Rule 10.11 parties). Each Option has an exercise price of $0.10 and an expiry date 6 December 2024.

The terms and conditions of the Options are set out in Annexure A.

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

The issue of the Options does not fall within any of the exceptions set out in Listing Rule 7.2 as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company issued the Shares.

If Resolution 4 is passed, the issue of these options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued the options. If all of the Options the subject of Resolution 4 are exercised the Company will receive approximately $200,000 in exercise monies

If Resolution 4 is not passed, the issue of these options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the issued date.

Resolution 4 seeks Shareholder approval of the issue under and for the purposes of Listing 7.4

Details as requiredby ASX Listing Rule 7.5:

Names of allottees: 1,000,000 options to Blood-B Limited; and 1,000,000 options to Precious Tori Limited (none of whom are related parties to the Company under Listing Rule 10.1 or 10.11 and none are material investors as defined in section 7.4 of Guidance Note 21). Number of securities to be allotted: 2,000,000 Unlisted Options. Issue price: Nil cash consideration Terms: The full terms and conditions of the Options issued under Resolution 4 are set out in Annexure A. Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share. The options vest on 6 December 2021 and are exercisable at any time before 6 December 2024. Exercise price: $0.10 per share Vesting date: The options vested on 6 December 2021. Expiry date: 6 December 2024. Intended use of funds The Options are attaching Options and therefore no funds were raised from the issue. Any funds raised on exercise will be applied towards insuring Dome is well funded to continue progress the Definitive Feasibility Study (DFS) at Sigatoka Iron sand project in Fiji and for general corporate and working capital purposes.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on Resolution 4 by or on behalf of

• A person who participated in the issue or;

• an associate of that person or those persons.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 4.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 4.

4

Resolution 5 Ratification of Prior Issue of Shares

On 31 December 2021, the Company issued 15,000,000 ordinary shares at an issue price of $0.20 per share to Bowwow KK, Yosuke Hitotsuyama, Ryoji Hitotsuyama, Shukikaku and Masahiro Maki utilising the Company capacity under Listing Rule 7.1 and 7.1A.

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 period to 15% of the fully paid ordinary securities it had on issue at the start of that period. In addition, 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%. Shareholders approved this additional capacity at the Company’s last annual general meeting.

The issue of these shares under Listing Rule 7.1 does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the date the Company issued the Shares.

The issue of the shares under Listing Rule 7.1A does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under 7.1A for the period ending on the earliest of:

• the date that is 12 months after the last annual general meeting at which the Listing Rule 7.1A mandate was approved;

• • the time and date of the next annual general meeting; and

• the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (for a significant change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal of the Company’s main undertaking).

Listing Rule 7.4 allows the shareholders of a company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and 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 and 7.1A.

To this end, resolution 5 seeks Shareholder approval to ratify the issue under and for the purposes of Listing 7.4

If Resolution 5 is passed, the issue of these shares issued under Listing Rule 7.1 and 7.1A will be excluded in calculating the Company’s 25% limit in Listing Rule 7.1 and 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval for the period ending on the Listing 7.1A. Mandate Expiry Date.

If Resolution 5 is not passed, the issue of these shares will be included in calculating the Company’s 25% limit in Listing Rule 7.1 and 7.1A, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval under Listing Rule 7.1 and 7.1A, for the periods noted immediately above.

The Company confirms that the issue of the Shares did not breach Listing Rule 7.1 and 7.1A.

Details of the issue, as required by ASX Listing Rule 7.5 are as follows:

Name of allottees: Bowwow KK, Yosuke Hitotsuyama, Ryoji Hitotsuyama, Shukikaku and Masahiro Maki Ltd (none of whom are a related party under Listing Rule 10.1 or 10.11) Number of securities allotted: 12,000,000 ordinary shares were issued under Listing Rule 7.1: and 3,000,000 ordinary shares were issued under Listing Rule 7.1A. Terms: Fully paid ordinary shares ranking pari passu with existing fully paid ordinary shares. Date of issued: The shares were issued on 31 December 2021. Issue price: $0.20 per share Intended use of funds: To further advance the exploration program in Fiji, working capital, ongoing activities and payment of outstanding liabilities.

5

Voting Exclusion Statement

The Company will disregard any votes cast in favour on Resolution 5 by or on behalf of

• A person who participated in the issue or;

• an associate of that person or those persons.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 5. The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 5.

6

Resolution 6 Ratification of Prior issue of Options

On 31 December 2021, the Company issued 15,000,000 unlisted Options to Bowwow KK, Yosuke Hitotsuyama, Ryoji Hitotsuyama, Shukikaku and Masahiro Maki utilising as attaching Options on a 1 for 1 share basis for the issued on 31 December 2021. In addition, the Company granted 15,000,000 options to Precious Tori Limited as commission for the shares issued on 31 December 2021 (there were no Listing Rule 10.11 parties). Each Option has an exercise price of $0.10 and an expiry date 31 December 2024.

The terms and conditions of the Options are set out in Annexure A.

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

The issue of the Options does not fall within any of the exceptions set out in Listing Rule 7.2 as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company issued the Shares.

If Resolution 6 is passed, the issue of these options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued the options. If all of the Options the subject of Resolution 4 are exercised the Company will receive approximately $3,000,000 in exercise monies

If Resolution 6 is not passed, the issue of these options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the issued date.

Resolution 6 seeks Shareholder approval of the issue under and for the purposes of Listing 7.4

Details as requiredby ASX Listing Rule 7.5:

Names of allottees: 15,000,000 options to Bowwow KK, Yosuke Hitotsuyama, Ryoji Hitotsuyama, Shukikaku and Masahiro Maki; and 15,000,000 options to Precious Tori Limited (none of whom are related parties to the Company under Listing Rule 10.1 or 10.11 and none are material investors as defined in section 7.4 of Guidance Note 21). Number of securities to be allotted: 30,000,000 Unlisted Options. Issue price: Nil cash consideration Terms: The full terms and conditions of the Options issued under Resolution 6 are set out in Annexure A. Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share. The options vest on 31 December 2021 and are exercisable at any time before 31 December 2024. Exercise price: $0.10 per share Vesting date: The options vested on 31 December 2021. Expiry date: 31 December 2024. Intended use of funds The Options are attaching Options and therefore no funds were raised from the issue. Any funds raised on exercise will be applied towards insuring Dome is well funded to continue progress the Definitive Feasibility Study (DFS) at Sigatoka Iron sand project in Fiji and for general corporate and working capital purposes.

Voting Exclusion Statement

The Company will disregard any votes cast in favour on Resolution 6 by or on behalf of

• A person who participated in the issue or;

• an associate of that person or those persons.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

• 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

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors recommend that you vote IN FAVOUR of Resolution 6.

The Chair of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 6.

7

Annexure “A”

OPTIONS TERMS AND CONDITIONS

1. The maximum number of options to be issued is set by the Board.

2. The Options may be exercised at any time prior to the Expiry Date wholly or in part by delivering a duly completed form of notice of exercise together with payment of the exercise price per Option exercised to the Company.

3. The Options expire 36 months from the date of issue (Expiry Date) at 5pm Eastern Standard Time on the Expiry Date.

4. Any Options not exercised on or before the Expiry Date will automatically lapse.

5. Each Option entitles the holder to subscribe for and be allotted one ordinary share (Share) in Dome Gold Mines Ltd, at an exercise price of $0.10 per Option

6. All Shares allotted on the exercise of Options will rank equally in all respects with the Company’s then existing ordinary fully paid ordinary shares.

7. The Options must not be assigned, transferred or otherwise dealt with except with the approval of the Board or in the case of a takeover offer or a Scheme of Arrangement.

8. The Options will not be listed on The Australian Securities Exchange (ASX), although the Company will apply for the official quotation of any shares which are issued as a result of an exercise of Options.

9. Shares allotted and issued pursuant to the exercise of Options will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Options and payment of the requisite application moneys.

10. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options unless they exercise their Options prior to the date for determining entitlements to participate in any such issue.

11. There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro rata issue of shares or other securities to the holders of ordinary shares in the Company.

12. In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option-holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation, including the number of Options held, the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

The Options are transferable provided the holder has obtained the prior written consent of the Board to the transfer and the transfer complies with section 707(3) of the Corporations Act.

8

DOME GOLD MINES LTD (ACN 151 996 566)

PROXY FORM

Shareholder:

I/We being a member/s of Dome Gold Mines Ltd and entitled to attend and vote HEREBY APPOINT

STEP 1 - APPOINT A PROXY

the Chair of the Meeting (mark box)

OR PLEASE NOTE if you leave the section in Blank, the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be held at Level 46, 680 George Street, Sydney, NSW, 2000 on 31 March 2022 at 11 am (AEDT) and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES :

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

STEP 2 - VOTING DIRECTIONS

RESOLUTIONS

FOR AGAINST ABSTAIN

• 1 Ratification of prior issue 1,000,000 Ordinary shares

• 2 Ratification of prior issue 2,000,000 Unlisted Options

• 3 Ratification of prior issue 1,000,000 Ordinary shares

• 4 Ratification of prior issue 2,000,000 Unlisted Options

• 5 Ratification of prior issue 15,000,000 Ordinary shares

• 6 Ratification of prior issue 30,000,000 Unlisted Options

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

STEP 3 - SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

	Shareholder 1 (individual)	Joint Shareholder 2 (individual)	Joint Shareholder 3
X
	Sole Director and	Director/Company Secretary (Delete one)	Director
	Sole Company Secretary

This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

Dated: // 2022

How to Complete the Proxy Form

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any change

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) Return both forms together.

COMPLIANCE with LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Dome Gold Mines Ltd.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all shareholders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

Persons entitle to attend and vote

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on the ASX Limited at 7.00 pm Sydney time on 29 March 2022 are taken, for the purposes of the General Meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the time appointed for holding the meeting.

Documents may be lodged:

IN PERSON: Registered Office – Level 46, 680 George Street, Sydney, NSW 2000, Australia BY MAIL: GPO Box 1759, Sydney, NSW 2001, Australia BY FAX: +61 2 9241 2013 BY E-MAIL: info@domegoldmines.com.au