DUKETON MINING LIMITED

DUKETON MINING LIMITED ABN 76 159 084 107

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY STATEMENT AND PROXY FORM

Date of Meeting 26 November 2020 Time of Meeting 10:00 am

Place of Meeting Level 2 45 Richardson Street WEST PERTH WA 6005

This Notice of Annual General Meeting 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. The 2020 Annual Report may be viewed on the Company’s website at www.duketonmining.com.au

DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

DUKETON MINING LIMITED ABN 76 159 084 107 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Duketon Mining Limited ( Company ) will be held at Level 2, 45 Richardson Street, West Perth on 26 November 2020 at 10:00 am ( Meeting ) for the purpose of transacting the following business.

2020 Financial Statements

To receive and consider the financial statements of the Company for the year ended 30 June 2020, consisting of the annual Financial Report, the Directors’ Report and the Auditor's Report.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

" That, for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2020 Annual Report be adopted. "

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting prohibition statement : A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person ( the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Re-election of Mr Heath Hellewell as a Director

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

" That Mr Heath Hellewell, having retired as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, be re-elected a Director of the Company. "

Short Explanation: Pursuant to the Company’s Constitution, one-third of the Directors of the Company (other than the Managing Director) must retire at each AGM and, being eligible, may offer themselves for re-election at that AGM.

Resolution 3 – Approval of 10% Placement Facility

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

“ That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement. ”

Voting Exclusion Statement:

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

(a) a person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder or ordinary securities in the entity) or
(b) 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 the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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Notice of Annual General Meeting 26 November 2020

(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

Resolution 4 – Approval of Grant of Options to Mr Stuart Fogarty

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

“ That, for the purpose of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, the issue to Mr Stuart Fogarty, or his nominees, for nil consideration of 1,000,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025 and on the terms and conditions outlined in the Explanatory Statement and in Annexure A is hereby approved.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Fogarty (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) 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) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

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

(a) the proxy is either:
(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 5 – Approval of Grant of Options to Mr Seamus Cornelius

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

“ That, for the purpose of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, the issue to Mr Seamus Cornelius, or his nominees, for nil consideration of 500,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025 and on the terms and conditions outlined in the Explanatory Statement and in Annexure A is hereby approved.”

DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Cornelius (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) 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) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

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

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 6 – Approval of Grant of Options to Mr Heath Hellewell

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

“ That, for the purpose of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, the issue to Mr Heath Hellewell, or his nominees, for nil consideration of 500,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025 and on the terms and conditions outlined in the Explanatory Statement and in Annexure A is hereby approved.”

Voting Exclusion Statement :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Hellewell (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) 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) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Notice of Annual General Meeting 26 November 2020

DUKETON MINING LIMITED

Voting Prohibition Statement:

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

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

(b) the proxy is the Chair; and

(c) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 7 – Approval of Grant of Options to Company Secretary

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

“ That, for the purpose of Listing Rule 7.1 and all other purposes, the issue to Mr Dennis Wilkins, or his nominees, for nil consideration of 250,000 Options to acquire fully paid shares in the capital of the Company, at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025 and on the terms and conditions outlined in the Explanatory Statement and in Annexure A is hereby approved.”

Short Explanation: Approval is sought under Listing Rule 7.1 to authorise the Company to issue these securities. Please refer to the Explanatory Statement for details.

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who will participate in the issue or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8 – Section 195 Approval

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

"That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 4, 5 and 6.

Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms. To be valid, properly completed Proxy Forms must be received by the Company’s share registry no later than 10:00 am (WST) on 24 November 2020 by:

post to GPO Box 5193, Sydney NSW 2001;
email at [email protected]; or
online at https://investor.automic.com.au/#/loginsah.

If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the Proxy Form or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

PROXIES

A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00 pm WST on 24 November 2020 will be entitled to attend and vote at the AGM.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

ELECTRONIC COMMUNICATION

All Shareholders may, and are encouraged to, elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry.

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

By Order of the Board of Directors

==> picture [139 x 47] intentionally omitted <==

___ Dennis Wilkins Company Secretary Date: 16 September 2020

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the Shareholders of the Company in connection with the business to be conducted at the AGM of the Company to be held at Level 2, 45 Richardson Street, West Perth, WA 6005, on 24 November 2020 commencing at 10:00 am WST and any adjournment thereof.

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the matters set forth in the Notice for approval at the Meeting. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Statement.

At the AGM, Shareholders will be asked to consider the following Resolutions:

adoption of Remuneration Report;
re-election of Mr Heath Hellewell as a Director;
approval of 10% Placement Facility;
approval of grant of options to Mr Stuart Fogarty;
approval of grant of options to Mr Seamus Cornelius;
approval of grant of options to Mr Heath Hellewell;
approval of grant of options to Company Secretary; and
section 195 approval.

2020 Financial Statements

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

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

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

(a) ask questions about, or comment on, the management of the Company;
(b) discuss the Annual Report which is available online from the Company’s website www.duketonmining.com.au; and
(c) ask the auditor questions about:
(i) the preparation and content of the Auditor’s Report;
(ii) the conduct of the audit;
(iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Company’s auditor if the question is relevant to:

(a) the content of the Auditor’s Report; or
(b) the conduct of the audit of the Annual Report to be considered at the AGM,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

Resolution 1 – Adoption of Remuneration Report

1.1 General

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

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

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 , which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

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

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

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

Resolution 1 is advisory only and does not bind the Directors or the Company.

1.2 Voting on the Remuneration Report

In accordance with the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies how the proxy is to vote on this Resolution; or
(b) the voter is the Chairman and the appointment of the Chairman as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Resolution 2 – Re-election of Mr Heath Hellewell as a Director

2.1 Introduction

In accordance with Listing Rule 14.4, no director of the Company may hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Company’s directors must retire at each AGM. Accordingly, Mr Heath Hellewell will retire by rotation and, being eligible, offers himself for re-election.

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

2.2 Director’s Biography

Mr Hellewell is an exploration geologist with over 20 years of experience in gold, base metals and diamond exploration predominantly in Australia and West Africa. Mr Hellewell has previously held senior exploration positions with a number of successful mining and exploration groups including DeBeers Australia Pty Ltd and Resolute Mining Limited. Mr Hellewell joined Independence Group NL in 2000 prior to the Company’s IPO and was part of the team that identified and acquired the Tropicana project area, eventually leading to the discovery of the Tropicana and Havana gold deposits which are now subject to a production joint venture with Anglo Ashanti Australia Ltd.

Mr Hellewell was the co-founding Executive Director of Doray Minerals Limited, where he was responsible for the Company’s exploration and new business activities. Following the discovery of the Andy Well gold deposits in 2010, Doray Minerals was named “Gold Explorer of the Year” in 2011 by The Gold Mining Journal and in 2014 Mr Hellewell was the co-winner of the prestigious “Prospector of the Year” award, presented by the Association of Mining and Exploration Companies.

Mr Hellewell is currently an independent Non-Executive Director of Core Exploration Ltd.

Further details in relation to Mr Hellewell’s background and experience are set out in the Annual Report. The Board considers Mr Hellewell to be an independent Director.

2.3 Directors’ Recommendation

All the Directors except Mr Hellewell recommend that Shareholders vote in favour of Resolution 2.

Resolution 3 – Approval of 10% Placement Facility

3.1 General

Listing Rule 7.1 requires Shareholder approval for an issue of securities in the Company if that issue will, when aggregated with all other issues during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

In accordance with Listing Rule 7.1A, eligible entities may seek Shareholder approval at their annual general meeting to issue a further 10% of their issued share capital in addition to the 15% placement capacity set out in Listing Rule 7.1 ( 10% Share Issue Capacity ).

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

Any issue of securities under Listing Rule 7.1A:

(a) must be in the same class as an existing quoted class of the Company’s equity securities;
(b) may be issued at a maximum of 25% discount to the current market price; and
(c) must be calculated in accordance with the formula prescribed by Listing Rule7.1A.2.

The Company is now seeking Shareholder approval by way of a Special Resolution to have the ability to issue equity securities under the 10% Share Issue Capacity. The approval of Resolution 3 will provide the Company with even greater flexibility to issue securities under the 10% Share Issue Capacity in addition to the 15% placement capacity set out in Listing Rule 7.1 without a further requirement to obtain prior Shareholder approval.

Resolution 3 is a Special Resolution and therefore requires the approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by Proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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

If Resolution 3 is approved as a special resolution, the Company will be able to issue ‘equity securities’ under Listing Rule 7.1 and 7.1A without further shareholder approval such that the Company’s total annual placement capacity will be 25% of its issued capital.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1 and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) below).

As previously disclosed to ASX, the Company continues to advance its exploration projects and may use the 10% Placement Facility to advance these goals.

3.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue two classes of Equity Securities being listed Shares and unlisted options.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12 month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

(i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the 12 months;
(iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;
(iv) less the number of fully paid shares cancelled in the 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the AGM at which the approval is obtained; or
(ii) the time and date of the Company’s next AGM; or
(iii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

3.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

3.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided for the purpose of obtaining Shareholder approval of Resolution 3:

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DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

(a) Capacity

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1

At the date of the Notice, the Company has on issue 118,234,304 Shares and will have a capacity to issue:

(i) 17,735,145 equity securities under Listing Rule 7.1; and
(ii) subject to Shareholder approval being sought under this resolution, 11,823,430 equity securities under Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (see above).

(b) Minimum price

The minimum price at which securities may be issued under the 10% Share Issue Capacity is 75% of the volume weighted average price of securities in the same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price of the securities to be issued is agreed; or
(ii) if they are not issued within 10 ASX trading days of the date in paragraph (i), the date on which the securities are issued.
(c) Potential risk of economic and voting dilution

If this Resolution 3 is approved by Shareholders and securities are issued under the 10% Share Issue Capacity, the interests of Shareholders who do not receive any securities under the issue would be diluted.

Shareholders should note that in such circumstances:

(i) the voting power of Shareholders who do not receive securities under the 10% Share Issue Capacity as a proportion of the voting power of all Shareholders will be diluted. The extent of that dilution will depend on the number of equity securities issued; and
(ii) the value of the interests of Shareholders who do not receive securities under the 10% Share Issue Capacity may be diluted if shares are issued at a price which represents a discount to their value before the issue is made. However, there are a range of other factors which may impact value of shares including, for instance, the impact of any capital raising on the Company and the purpose for which the funds are used may affect the value of a company and so its shares. The extent of any dilution in the value of the shareholding will primarily be impacted by the price at which the securities are issued, and the number of securities issued.

There is also a risk that:

(i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the Meeting; and
(ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date or the equity securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the equity securities.

As required by the Listing Rules, the table below shows a hypothetical example of the potential dilution of Shareholders of the Company where the full 10% Share Issue Capacity is utilised, on the basis of three different assumed issue prices and numbers of equity securities on issue.

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DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

N MINING LIMITED Annual General Meeting	26 November 2020
Variable “A” in Listing Rule 7.1A.2			Dilution
		$0.1225 50% decrease in Issue Price	$0.245 Issue Price	$0.49 100% increase in Issue Price
Current Variable A 118,234,304 Shares	10% voting dilution		11,823,430 Shares
	Funds raised	$1,448,370	$2,896,740	$5,793,481
50% increase in current Variable A 177,351,456 Shares	10% voting dilution		17,735,145 Shares
	Funds raised	$2,172,555	$4,345,111	$8,690,221
100% increase in current Variable A 236,468,608 Shares	10% voting dilution		23,646,860 Shares
	Funds raised	$2,896,740	$5,793,481	$11,586,961

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) No Convertible Securities (including any Convertible Securities issued under the 10% Placement Facility) are converted into Shares before the date of the issue of the Equity Securities.
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of this Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Convertible Securities, it is assumed that those Convertible Securities are converted into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vii) The issue price is $0.245, being the closing price of Shares on the ASX on 16 September 2020.
(d) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid at the earliest to occur of: 12 months after the date of this meeting; the time and date of the Company’s next AGM; or, in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(e) The Company may seek to issue the Equity Securities to raise funds for advancing the Company’s projects and for general working capital purposes.
(f) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
(g) The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or Associates of a related party of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

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DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

➢ the purpose of the issue;
➢ alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
➢ the effect of the issue of the Equity Securities on the control of the Company;
➢ the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
➢ prevailing market conditions; and
➢ advice from corporate, financial and broking advisers (if applicable).
(h) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2019 annual general meeting on 28 November 2019.

In accordance with Listing Rule 7.3A.6 the total number of Equity Securities issued in the 12 months preceding the date of this notice of meeting is 2,468,023 representing 1.966% of the Equity Securities on issue at the commencement of the 12 month period.

The Company has not issued equity securities under Listing Rule 7.1A in the 12 months preceding the date of this Notice:

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

(j) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

3.5 Directors’ Recommendation

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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

Resolution 4 – Approval of Grant of Options to Mr Stuart Fogarty

The Company proposes to grant 1,000,000 Options to Mr Stuart Fogarty, or his nominees, for nil consideration at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025.

The full terms of the Options are set out in Annexure A to this Explanatory Statement.

The Directors consider that the grant of the Options is a cost effective and efficient means for the Company to provide a reward and incentive.

The exercise price will only be known on the date of issue. Based on the five trading days prior to 16 September 2020, the assumed exercise price would be $0.299. On that basis, in the event all the Options are exercised, Mr Fogarty (or his nominees) will need to pay a total of $299,000 to the Company.

Related Party Transactions Generally

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

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or
(b) prior Shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Directors and persons who were a related party in the previous six months are considered to be related parties of the Company.

Resolution 4 provides for the grant of Options to a related party which is a financial benefit requiring Shareholder approval. For the purpose of Chapter 2E of the Corporations Act the following information is provided.

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DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

The related party to whom the proposed Resolution would permit the financial benefit to be given

Subject to Shareholder approval, the Options the subject of Resolution 4 will be granted to Mr Fogarty, or his nominees, within one month of the passing of this Resolution. Mr Fogarty is a Director of the Company and is therefore classified as a related party.

The nature of, reasons for and basis for the financial benefit

The proposed financial benefit is the grant of 1,000,000 options to Mr Fogarty, or his nominees, for no issue price. Each Option will allow Mr Fogarty to subscribe for one ordinary fully paid Share in the Company. The Options have an exercise price of the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue and expire on 26 November 2025.

The Options form part of Mr Fogarty’s incentive for continuing and future efforts. The issue of Options to Mr Fogarty is subject to Resolution 4 being passed. Options are considered to be the appropriate incentive given the Company’s current size and stage of development, being an exploration company endeavouring to preserve cash reserves. If Mr Fogarty is to derive any value from the Options, the market Share price must be in excess of the exercise price at the time of exercise. As the exercise price of the Options is at a premium to the most recent closing Share price prior to the date of this Notice, and the average Share price as traded over the previous three months, the Options represent an incentive to Mr Fogarty to achieve this increase in the Share price, which would result in an increase in Shareholder value.

Directors' recommendation

All directors except Mr Fogarty recommend Shareholders vote in favour of Resolution 4. Mr Fogarty does not wish to make a recommendation about the proposed Resolution 4 as he may potentially receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.

Interests of Directors

Mr Fogarty has noted his interest in the approval of Resolution 4 in relation to the Options.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

(a) The proposed Resolution would have the effect of giving power to the Directors to grant 1,000,000 Options to Mr Fogarty, or his nominees.
(b) The exercise of the Options is subject to the terms and conditions as set out in Annexure A to this Explanatory Statement and as otherwise mentioned above.
(c) The Directors, in conjunction with the Company's advisers, have provided an indicative value to the Options by reference to the Black-Scholes valuation method.
(d) The total value of the Options to be issued is outlined in Table 1 below. If Options granted to Mr Fogarty, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders.

Table 1 - Details of Director Options

Name	Relationship	Number of options	Exercise price	Expiry date	Vesting	Value as determined by Black-Scholes valuation
Stuart Fogarty	Director	1,000,000	the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue	26 November 2025	At date of allotment	$91,200 (i)

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DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

Option Valuation details

Details	Input
Shareprice	$0.245
Exercise Price	$0.299
Risk Free Rate	0.38%
Volatility (Annualised)	50%
Start Date	26 November 2020
ExpiryDate	26 November 2025

Valueper Option	$0.0912(i)

(e) The Black-Scholes Option Pricing Model is an industry accepted method of valuing equity instruments, at the date of grant. However, the Directors do not consider the resultant value as determined by the Black-Scholes Option Pricing Model is in anyway representative of the market value of the share options issued. The theoretical fair value of the options will be influenced by the terms and conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural considerations of buyers and sellers of such instruments, the impact of which are ignored in the Black-Scholes Option Pricing Model.
(f) As at the date of this Notice, the issued capital of the Company comprised 118,234,304 Shares. If all Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, and assuming no other share issues proceed, the effect would be to dilute the Shareholding of existing Shareholders as per the table below:

	Existing Shares and Options
Shares and Options	128,034,304
Options to be granted	1,000,000
New Total	129,034,304
Dilutionary effect	0.78%

(g) Mr Fogarty’s current interests in securities of the Company are set out in the table below:

Director	Shareholding	Option holding
Stuart Fogarty	550,000	5,000,000

(h) The market price of the Company's Shares during the term of the Options will normally determine whether or not the Option holder exercises the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company's Shares may be trading at a price which is higher than the exercise price of the Options.

(i) The Options will not be quoted on ASX and as such have no actual market value. The fully paid ordinary Shares of the Company have been traded on ASX since August 2014. During the twelve months prior to the date of this notice the Shares have traded in the range of 10 cents to 28.5 cents, the most recent closing price prior to the date of this Notice was 24.5 cents. The Options are capable of being converted to Shares by payment of the exercise price.

(j) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company, in granting the Options to Mr Fogarty or his nominees pursuant to Resolution 4.

(k) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by this Resolution.

Listing Rule 10.11

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

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Notice of Annual General Meeting 26 November 2020

DUKETON MINING LIMITED

10.11.1	a related party;
10.11.2	a person who is, or was at any time in the 6 months before the issue or agreement, a
	substantial (30%+) holder in the company;
10.11.3	a person who is, or was at any time in the 6 months before the issue or agreement, a
	substantial (10%+) holder in the company and who has nominated a director to the board of
	the company pursuant to a relevant agreement which gives them a right or expectation to do
	so;
10.11.4	an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5	a person whose relationship with the company or a person referred to in Listing Rules 10.11.1
	to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its
	shareholders,

unless it obtains the approval of its shareholders.

The issue of Related Party Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 4 seeks the required Shareholder approval for the issue of the options to related parties under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Options to the related party within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Options and the Company will consider alternative incentive strategies, including potentially increasing current cash remuneration to directors.

Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

(a) The Options will be issued to Mr Fogarty (or his nominees) as he falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director of the Company.
(b) The maximum number of Options to be issued to Mr Fogarty (or his nominees) is 1,000,000 ( being the nature of the financial benefit proposed to be given).
(c) The Options will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(d) The Options will be issued at an exercise price of the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue and expire on 26 November 2025.
(e) The purpose of the issue of the Options is to provide an incentive for continuing and future efforts and align the interests of Mr Fogarty with those of Shareholders and to provide a cost effective way for the Company to remunerate Mr Fogarty which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. Mr Fogarty’s current total remuneration package is a salary of $268,545, inclusive of superannuation;
(f) The Options will be issued on the terms and conditions outlined in Annexure A and not being issued under an agreement.
(g) A voting exclusion statement is included in the Notice of Meeting.
(h) No funds will be raised from the issue of the Options.

Resolution 5 – Approval of Grant of Options to Mr Seamus Cornelius

The Company proposes to grant 500,000 Options to Mr Seamus Cornelius, or his nominees, for nil consideration at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025.

The full terms of the Options are set out in Annexure A to this Explanatory Statement.

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DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

The Directors consider that the grant of the Options is a cost effective and efficient means for the Company to provide a reward and incentive.

The exercise price will only be known on the date of issue. Based on the five trading days prior to 16 September 2020, the assumed exercise price would be $0.299. On that basis, in the event all the Options are exercised, Mr Cornelius (or his nominees) will need to pay a total of $149,500 to the Company.

Related Party Transactions Generally

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

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or
(b) prior Shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Directors and persons who were a related party in the previous six months are considered to be related parties of the Company.

Resolution 5 provides for the grant of Options to a related party which is a financial benefit requiring Shareholder approval. For the purpose of Chapter 2E of the Corporations Act the following information is provided.

The related party to whom the proposed Resolution would permit the financial benefit to be given

Subject to Shareholder approval, the Options the subject of Resolution 5 will be granted to Mr Cornelius, or his nominees, within one month of the passing of this Resolution. Mr Cornelius is a Director of the Company and is therefore classified as a related party.

The nature of, reasons for and basis for the financial benefit

The proposed financial benefit is the grant of 500,000 options to Mr Cornelius, or his nominees, for no issue price. Each Option will allow Mr Cornelius to subscribe for one ordinary fully paid Share in the Company. The Options have an exercise price of the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue and expire on 26 November 2025.

The Options form part of Mr Cornelius’ incentive for continuing and future efforts. The issue of Options to Mr Cornelius is subject to Resolution 5 being passed. Options are considered to be the appropriate incentive given the Company’s current size and stage of development, being an exploration company endeavouring to preserve cash reserves. If Mr Cornelius is to derive any value from the Options, the market Share price must be in excess of the exercise price at the time of exercise. As the exercise price of the Options is at a premium to the most recent closing Share price prior to the date of this Notice, and the average Share price as traded over the previous three months, the Options represent an incentive to Mr Cornelius to achieve this increase in the Share price, which would result in an increase in Shareholder value.

Directors' recommendation

All directors except Mr Cornelius recommend Shareholders vote in favour of Resolution 5. Mr Cornelius does not wish to make a recommendation about the proposed Resolution 5 as he may potentially receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.

Interests of Directors

Mr Cornelius has noted his interest in the approval of Resolution 5 in relation to the Options.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

(a) The proposed Resolution would have the effect of giving power to the Directors to grant 500,000 Options to Mr Cornelius, or his nominees.
(b) The exercise of the Options is subject to the terms and conditions as set out in Annexure A to this Explanatory Statement and as otherwise mentioned above.
(c) The Directors, in conjunction with the Company's advisers, have provided an indicative value to the Options by reference to the Black-Scholes valuation method.
(d) The total value of the Options to be issued is outlined in Table 1 below. If Options granted to Mr Cornelius, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders.
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DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

Table 1 - Details of Director Options

Name	Relationship	Number of options	Exercise price	Expiry date	Vesting	Value as determined by Black-Scholes valuation
Seamus Cornelius	Director	500,000	the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue	26 November 2025	At date of allotment	$45,600 (i)

Option Valuation details

Details	Input
Shareprice	$0.245
Exercise Price	$0.299
Risk Free Rate	0.38%
Volatility (Annualised)	50%
Start Date	26 November 2020
ExpiryDate	26November 2025

Valueper Option	$0.0912(i)

(e) The Black-Scholes Option Pricing Model is an industry accepted method of valuing equity instruments, at the date of grant. However, the Directors do not consider the resultant value as determined by the Black-Scholes Option Pricing Model is in anyway representative of the market value of the share options issued. The theoretical fair value of the options will be influenced by the terms and conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural considerations of buyers and sellers of such instruments, the impact of which are ignored in the Black-Scholes Option Pricing Model.
(f) As at the date of this Notice, the issued capital of the Company comprised 118,234,304 Shares. If all Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, and assuming no other share issues proceed, the effect would be to dilute the Shareholding of existing Shareholders as per the table below:

	Existing Shares and Options
Shares and Options	128,034,304
Options to be granted	500,000
New Total	128,534,304
Dilutionary effect	0.39%

(g) Mr Cornelius’ current interests in securities of the Company are set out in the table below:

Director	Shareholding	Option holding
Seamus Cornelius	7,149,723	1,750,000

(h) The market price of the Company's Shares during the term of the Options will normally determine whether or not the Option holder exercises the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company's Shares may be trading at a price which is higher than the exercise price of the Options.
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Notice of Annual General Meeting 26 November 2020

DUKETON MINING LIMITED

(i) The Options will not be quoted on ASX and as such have no actual market value. The fully paid ordinary Shares of the Company have been traded on ASX since August 2014. During the twelve months prior to the date of this notice the Shares have traded in the range of 10 cents to 28.5 cents, the most recent closing price prior to the date of this Notice was 24.5 cents. The Options are capable of being converted to Shares by payment of the exercise price.
(j) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company, in granting the Options to Mr Cornelius or his nominees pursuant to Resolution 5.
(k) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by this Resolution.

Listing Rule 10.11

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

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

Resolution 5 seeks the required Shareholder approval for the issue of the options to related parties under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Options to the related party within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Options and the Company will consider alternative incentive strategies, including potentially increasing current cash remuneration to directors. Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

(a) The Options will be issued to Mr Cornelius (or his nominees) as he falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director of the Company.
(b) The maximum number of Options to be issued to Mr Cornelius (or his nominees) is 500,000 ( being the nature of the financial benefit proposed to be given).
(c) The Options will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(d) The Options will be issued at an exercise price of the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue and expire on 26 November 2025.
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DUKETON MINING LIMITED

Notice of Annual General Meeting 26 November 2020

(e) The purpose of the issue of the Options is to provide an incentive for continuing and future efforts and align the interests of Mr Cornelius with those of Shareholders and to provide a cost effective way for the Company to remunerate Mr Cornelius which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. Mr Cornelius’ current total remuneration package is an annual director fee of $50,000, inclusive of superannuation;
(f) The Options will be issued on the terms and conditions outlined in Annexure A and not being issued under an agreement.
(g) A voting exclusion statement is included in the Notice of Meeting.
(h) No funds will be raised from the issue of the Options.

Resolution 6 – Approval of Grant of Options to Mr Heath Hellewell

The Company proposes to grant 500,000 Options to Mr Heath Hellewell, or his nominees, for nil consideration at an exercise price of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 26 November 2025.

The full terms of the Options are set out in Annexure A to this Explanatory Statement.

The Directors consider that the grant of the Options is a cost effective and efficient means for the Company to provide a reward and incentive.

The exercise price will only be known on the date of issue. Based on the five trading days prior to 16 September 2020, the assumed exercise price would be $0.299. On that basis, in the event all the Options are exercised, Mr Hellewell (or his nominees) will need to pay a total of $149,500 to the Company.

Related Party Transactions Generally

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

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provision; or
(b) prior Shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Directors and persons who were a related party in the previous six months are considered to be related parties of the Company.

Resolution 6 provides for the grant of Options to a related party which is a financial benefit requiring Shareholder approval. For the purpose of Chapter 2E of the Corporations Act the following information is provided.

The related party to whom the proposed Resolution would permit the financial benefit to be given

Subject to Shareholder approval, the Options the subject of Resolution 6 will be granted to Mr Hellewell, or his nominees, within one month of the passing of this Resolution. Mr Hellewell is a Director of the Company and is therefore classified as a related party.

The nature of, reasons for and basis for the financial benefit

The proposed financial benefit is the grant of 500,000 options to Mr Hellewell, or his nominees, for no issue price. Each Option will allow Mr Hellewell to subscribe for one ordinary fully paid Share in the Company. The Options have an exercise price of the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue and expire on 26 November 2025.

The Options form part of Mr Hellewell’s incentive for continuing and future efforts. The issue of Options to Mr Hellewell is subject to Resolution 6 being passed. Options are considered to be the appropriate incentive given the Company’s current size and stage of development, being an exploration company endeavouring to preserve cash reserves. If Mr Hellewell is to derive any value from the Options, the market Share price must be in excess of the exercise price at the time of exercise. As the exercise price of the Options is at a premium to the most recent closing Share price prior to the date of this Notice, and the average Share price as traded over the previous three months, the Options represent an incentive to Mr Hellewell to achieve this increase in the Share price, which would result in an increase in Shareholder value.

20 -

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

Directors' recommendation

All directors except Mr Hellewell recommend Shareholders vote in favour of Resolution 6. Mr Hellewell does not wish to make a recommendation about the proposed Resolution 6 as he may potentially receive a financial benefit from the passing of the Resolution in relation to the grant of Options and does not consider himself sufficiently independent to make a recommendation.

Interests of Directors

Mr Hellewell has noted his interest in the approval of Resolution 6 in relation to the Options.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

(a) The proposed Resolution would have the effect of giving power to the Directors to grant 500,000 Options to Mr Hellewell, or his nominees.
(b) The exercise of the Options is subject to the terms and conditions as set out in Annexure A to this Explanatory Statement and as otherwise mentioned above.
(c) The Directors, in conjunction with the Company's advisers, have provided an indicative value to the Options by reference to the Black-Scholes valuation method.
(d) The total value of the Options to be issued is outlined in Table 1 below. If Options granted to Mr Hellewell, or his nominees, are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders.

Table 1 - Details of Director Options

Name	Relationship	Number of options	Exercise price	Expiry date	Vesting	Value as determined by Black-Scholes valuation
Heath Hellewell	Director	500,000	the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue	26 November 2025	At date of allotment	$45,600 (i)

Option Valuation details

Details	Input
Shareprice	$0.245
Exercise Price	$0.299
Risk Free Rate	0.38%
Volatility (Annualised)	50%
Start Date	26 November 2020
ExpiryDate	26November 2025

Valueper Option	$0.0912(i)

(e) The Black-Scholes Option Pricing Model is an industry accepted method of valuing equity instruments, at the date of grant. However, the Directors do not consider the resultant value as determined by the Black-Scholes Option Pricing Model is in anyway representative of the market value of the share options issued. The theoretical fair value of the options will be influenced by the terms and conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural considerations of buyers and sellers of such instruments, the impact of which are ignored in the Black-Scholes Option Pricing Model.
21 -

Notice of Annual General Meeting 26 November 2020

DUKETON MINING LIMITED

(f) As at the date of this Notice, the issued capital of the Company comprised 118,234,304 Shares. If all Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, and assuming no other share issues proceed, the effect would be to dilute the Shareholding of existing Shareholders as per the table below:

table below:
	Existing Shares and Options
Shares and Options	128,034,304
Options to be granted	500,000
New Total	128,534,304
Dilutionary effect	0.39%

(g) Mr Hellewell’s current interests in securities of the Company are set out in the table below:

Director	Shareholding	Option holding
Heath Hellewell	100,000	1,500,000

(h) The market price of the Company's Shares during the term of the Options will normally determine whether or not the Option holder exercises the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company's Shares may be trading at a price which is higher than the exercise price of the Options.
(i) The Options will not be quoted on ASX and as such have no actual market value. The fully paid ordinary Shares of the Company have been traded on ASX since August 2014. During the twelve months prior to the date of this notice the Shares have traded in the range of 10 cents to 28.5 cents, the most recent closing price prior to the date of this Notice was 24.5 cents. The Options are capable of being converted to Shares by payment of the exercise price.
(j) Under the Australian equivalent of IFRS, the Company is required to expense the value of the Options in its profit or loss for the current financial year. Other than as disclosed in this Explanatory Statement, the Directors do not consider that from an economic and commercial point of view there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company, in granting the Options to Mr Hellewell or his nominees pursuant to Resolution 6.
(k) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by this Resolution.

Listing Rule 10.11

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

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

Resolution 6 seeks the required Shareholder approval for the issue of the options to related parties under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11.

22 -

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Options to the related party within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Options and the Company will consider alternative incentive strategies, including potentially increasing current cash remuneration to directors. Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

(a) The Options will be issued to Mr Hellewell (or his nominees) as he falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director of the Company.
(b) The maximum number of Options to be issued to Mr Hellewell (or his nominees) is 500,000 ( being the nature of the financial benefit proposed to be given).
(c) The Options will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(d) The Options will be issued at an exercise price of the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue and expire on 26 November 2025.
(e) The purpose of the issue of the Options is to provide an incentive for continuing and future efforts and align the interests of Mr Hellewell with those of Shareholders and to provide a cost effective way for the Company to remunerate Mr Hellewell which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. Mr Hellewell’s current total remuneration package is an annual director fee of $30,000, plus GST;
(f) The Options will be issued on the terms and conditions outlined in Annexure A and not being issued under an agreement.
(g) A voting exclusion statement is included in the Notice of Meeting.
(h) No funds will be raised from the issue of the Options.

Resolution 7 – Approval of Grant of Options to Company Secretary

7.1 General

Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued capital in any 12 month period, without the prior approval of its shareholders (subject to certain exceptions). Accordingly, Shareholder approval is being sought under Listing Rule 7.1 for the issue of 250,000 Options in the Company.

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

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

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 28 November 2019.

The issue of the Options does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Options.

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 7 seeks Shareholder approval to the issue of the Options under and for the purposes of Listing Rule 7.1.

23 -

Notice of Annual General Meeting 26 November 2020

DUKETON MINING LIMITED

7.2 Information required by Listing Rule 7.3

The following information is provided in accordance with Listing Rule 7.3.

(a) The maximum number of securities that will be issued is 250,000 Options with an exercise price of the greater of 20 cents per share or 120% of the VWAP of the fully paid ordinary shares of the Company 5 days prior to the date of the meeting to approve the issue and expiring on 26 November 2025.
(b) Any Options issued in accordance with Resolution 7 will be issued and allotted within 3 months from the date of the AGM (or such later date as approved by ASX).
(c) The Options will be issued for nil cost.
(d) The Options will be issued to the Company Secretary, Mr Dennis Wilkins or his nominees.
(e) No funds raised will be raised by the issue of Options.
(f) The allotment will occur as a single allotment and on the terms and conditions as set out in Annexure A of this Notice and not issued under an agreement.
(g) A voting exclusion statement is included in the Notice.

7.3 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Options within three months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is being requested for the issue of the Options, the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 7 is not passed, the Company may consider issuing the Options under the Company’s 15% annual placement capacity or potentially increasing current cash remuneration.

7.4 Directors’ Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 8 - Section 195 Approval

8.1 General

In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

As the terms of the Options proposed to be issued to Mr Fogarty, Mr Cornelius and Mr Hellewell under Resolutions 4, 5 and 6 respectively are identical, the Directors may have a material personal interest in the outcome of Resolutions 4, 5 and 6.

In the absence of this Resolution 8, the Directors may not be able to form a quorum at Board meetings necessary to carry out the terms of Resolutions 4, 5 and 6.

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Resolution 8 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

8.2 Directors’ Recommendation

The Directors of the Company believe that Resolution 8 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution. The Directors have formed this view as the passing of this Resolution will ensure that the Board is able to carry out the terms of Resolutions 4, 5 and 6, if those Resolutions are approved by Shareholders.

OTHER BUSINESS

Management is not aware of any other business to come before the Meeting other than as set forth in the accompanying Notice. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the Shares represented thereby in accordance with their best judgement on such matter.

24 -

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

GLOSSARY

In this Explanatory Statement and the Notice, the following terms have the following meanings unless the context otherwise requires:

" AGM " means an annual general meeting;

" Annual Report " means the Directors’ Report, the Financial Report and Auditor’s Report, in respect of the financial year ended 30 June 2020;

" Associate " has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“ Auditor’s Report ” means the auditor’s report on the Financial Report;

" Board " means the board of Directors;

" Closely Related Party " of a member of the Key Management Personnel means:

a spouse or child of the member;
a child of the member’s spouse;
a dependent of the member or the member’s spouse;
anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
a company the member controls; or
a person prescribed by the Corporations Regulations 2001 (Cth);

" Company " means Duketon Mining Limited ABN 76 159 084 107;

“ Convertible Security ” means a security of the Company which is convertible into Shares;

" Constitution " means the Company's constitution, as amended from time to time;

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

" Director " means a director of the Company;

“ Directors’ Report ” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company;

" Equity Securities " has the same meaning as in the Listing Rules;

" Explanatory Statement " means the explanatory statement accompanying this Notice;

“ Financial Report ” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company;

“ Key Management Personnel ” has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company;

" Listing Rules " means the Listing Rules of the ASX;

" Meeting " has the meaning in the introductory paragraph of the Notice;

" Notice " means this Notice of annual general meeting;

" Proxy Form " means the proxy form attached to this Notice;

" Remuneration Report " means the remuneration report of the Company contained in the Directors’ Report;

" Resolution " means a resolution contained in this Notice;

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

" Shareholder " means the holder of a Share;

" Trading Day " means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

" WST " means Australian Western Standard Time.

Capitalised terms referred to in this Notice are defined in the Explanatory Statement.

Shareholders are referred to the Explanatory Statement for more information with respect to these matters to be considered at the Meeting.

25 -

DUKETON MINING LIMITED Notice of Annual General Meeting 26 November 2020

ANNEXURE A

TERMS AND CONDITIONS OPTIONS EXPIRING 26 NOVEMBER 2025

The Options are to be issued on the following terms:

Each Option shall be issued for no consideration.
The exercise price of each Option will be the greater of 20 cents or 120% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (“ Exercise Price ”).
Each Option entitles the holder to subscribe for one Share in Duketon Mining Limited ABN 76 159 084 107 (" Company ") upon the payment of the Exercise Price per Share subscribed for.
The Options will lapse at 5:00 pm, Western Standard Time on 26 November 2025 (" Expiry Date ").
The Options are not transferable.
There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.
Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before closing date to exercise the Options.
In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.
In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
The Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.
The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.
The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.
The Options are issued in accordance with a deferred taxation scheme as defined by the Australian Taxation Office.
The Options are granted under an arrangement to which Subdivision 83A-C of the Income Tax Assessment Act 1997 applies.
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DUKETON MINING LIMITED — AGM Information 2020

64774_rns_2020-10-21_6fabf6b9-b15d-4c6b-8eba-1ddd10d9ed16.pdf

DUKETON MINING LIMITED ABN 76 159 084 107

NOTICE OF ANNUAL GENERAL MEETING

DUKETON MINING LIMITED ABN 76 159 084 107 NOTICE OF ANNUAL GENERAL MEETING

2020 Financial Statements

Resolution 1 – Adoption of Remuneration Report

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Mr Heath Hellewell as a Director

Resolution 3 – Approval of 10% Placement Facility

Voting Exclusion Statement:

DUKETON MINING LIMITED

Resolution 4 – Approval of Grant of Options to Mr Stuart Fogarty

Voting Exclusion Statement :

Voting Prohibition Statement:

Resolution 5 – Approval of Grant of Options to Mr Seamus Cornelius

Voting Exclusion Statement :

Voting Prohibition Statement:

Resolution 6 – Approval of Grant of Options to Mr Heath Hellewell

Voting Exclusion Statement :

DUKETON MINING LIMITED

Voting Prohibition Statement:

Resolution 7 – Approval of Grant of Options to Company Secretary

Resolution 8 – Section 195 Approval

Other Business

PROXIES

ENTITLEMENT TO VOTE

CORPORATIONS

ELECTRONIC COMMUNICATION

REVOCATION OF PROXIES

By Order of the Board of Directors

EXPLANATORY STATEMENT

2020 Financial Statements

Resolution 1 – Adoption of Remuneration Report

1.1 General

1.2 Voting on the Remuneration Report

Resolution 2 – Re-election of Mr Heath Hellewell as a Director

2.1 Introduction

2.2 Director’s Biography

2.3 Directors’ Recommendation

Resolution 3 – Approval of 10% Placement Facility

3.1 General

3.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

(d) 10% Placement Period

3.3 Listing Rule 7.1A

3.4 Specific information required by Listing Rule 7.3A

(a) Capacity

DUKETON MINING LIMITED

3.5 Directors’ Recommendation

Resolution 4 – Approval of Grant of Options to Mr Stuart Fogarty

Related Party Transactions Generally

The related party to whom the proposed Resolution would permit the financial benefit to be given

The nature of, reasons for and basis for the financial benefit

Directors' recommendation

Interests of Directors

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

Option Valuation details

Listing Rule 10.11

DUKETON MINING LIMITED

unless it obtains the approval of its shareholders.

Technical information required by Listing Rule 14.1A

Specific information required by Listing Rule 10.13

Resolution 5 – Approval of Grant of Options to Mr Seamus Cornelius

Related Party Transactions Generally

The related party to whom the proposed Resolution would permit the financial benefit to be given

The nature of, reasons for and basis for the financial benefit

Directors' recommendation

Interests of Directors

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers

DUKETON MINING LIMITED

Option Valuation details

DUKETON MINING LIMITED

Listing Rule 10.11

Technical information required by Listing Rule 14.1A

DUKETON MINING LIMITED

DUKETON MINING LIMITED AGM Information 2020