EMMERSON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2020

Jul 22, 2020

LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

SAMPLE

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Important Note: In light of the status of the evolving COVID-19 situation and Government restrictions on public gatherings in place at the time of the Meeting, the Directors have made a decision that the Shareholder meeting will be held entirely virtually via an online meeting platform provided by the Company’s share registry.

Sub-Register
HIN / SRN	X
Meeting ID	ERM0002
Shareholder ID

2020 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Emmerson Resources Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, the OR meeting Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held virtually on 24 August 2020 at 10.00am (AWST) and at any adjournment or postponement of that Meeting. Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the

Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on ~~SAMPLE~~ Resolutions 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though these resolution are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favour of each Resolution of Business.

VOTING DIRECTIONS

			VOTING DIRECTIONS
			Resolutions	For	Against	Abstain*
			1 Ratification of prior issue of Placement Shares and Tranche 1 Placement Options	◼	◼	◼
STEP 2			2 Issue of Tranche 2 Placement Options 3 Issue of SPP Options 4 Issue of Shares to NT Bullion 5 Issue of Options to Related Party – Mr Andrew McIlwain	◼ ◼ ◼ ◼	◼ ◼ ◼ ◼	◼ ◼ ◼ ◼
			6 Issue of Options to Related Party – Dr Allan Trench	◼	◼	◼
			7 Issue of Options to Related Party – Mr Rob Bills	◼	◼	◼
			* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf or on a poll and your votes will not be counted in computing the required majority on a poll. 		on a show of hands
			SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
			Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
STEP 3			Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
			Email Address
			Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
			remittance, and selected announcements.

COVID-19: EMMERSON RESOURCES LIMITED GENERAL MEETING

In light of the status of the evolving COVID-19 situation and Government restrictions on public gatherings in place at the time of the Meeting, the Directors have made a decision that the Shareholder meeting will be held entirely virtually via an online meeting platform provided by the Company’s share registry.

Shareholders will be able to participate at the Meeting by using meeting ID and Shareholder ID on the Proxy Form to log-in to the Meeting on [www.advanceshare.com.au/virtual-meeting]. The Meeting portal will be open to ask questions prior to the Meeting from [insert] August 2020 and during the Meeting. Shareholders can also submit any questions in advance of the Meeting by emailing questions to Mr Paul Mason, Company Secretary at corporate@emmersonresources.com.au 5.00pm (AWST) on Thursday, 20 August 2020.

To vote at the Meeting, you are encouraged to appoint a proxy, preferably the Chair of the Meeting, to vote on your behalf at the Meeting as this will simplify the voting procedures for the Meeting. Alternatively, you will be able to record your vote during the Meeting through an online poll, subject to any conditions contained in the Notice of Meeting.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

CHANGE OF ADDRESS

CORPORATE REPRESENTATIVES

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

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

APPOINTMENT OF A PROXY

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

SIGNING INSTRUCTIONS ON THE PROXY FORM Individual:

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

DEFAULT TO THE CHAIR OF THE MEETING

Joint Holding:

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

Where the holding is in more than one name, all shareholders should sign. Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes Attorney to this form when you return it. opposite each resolution of business. All your shares will be voted in Companies: accordance with such a direction unless you indicate only a portion of voting Where the company has a Sole Director who is also the Sole Company rights are to be voted on any resolution by inserting the percentage or number Secretary, this form must be signed by that person. If the company (pursuant of shares you wish to vote in the appropriate box or boxes. If you do not mark to section 204A of the Corporations Act 2001) does not have a Company any of the boxes on a given resolution, your proxy may vote as they choose to Secretary, a Sole Director can sign alone. Otherwise this form must be signed the extent they are permitted by law. If you mark more than one box on a by a Director jointly with either another Director or a Company Secretary. resolution, your vote on that resolution will be invalid. Please sign in the appropriate place to indicate the office held. PROXY VOTING BY KEY MANAGEMENT PERSONNEL If you wish to appoint a Director (other than the Chair) or other member of the LODGE YOUR PROXY FORM Company’s key management personnel, or their closely related parties, as your This Proxy Form (and any power of attorney under which it is proxy, you must specify how they should vote on Resolutions 5, 6 and 7, by SAM ~~PLE~~ signed) must be received at an address given below by 10.00am marking the appropriate box. If you do not, your proxy will not be able to (AWST) on 22 August 2020, being not later than 48 hours before the exercise your vote for Resolutions 5, 6 and 7. PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed commencement of the Meeting. Proxy Forms received after that by default) but do not direct them how to vote on a resolution (that is, you do time will not be valid for the scheduled meeting.

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed

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

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

APPOINTMENT OF A SECOND PROXY

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

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

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

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BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au

• (b) Return both forms together.

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COMPLIANCE WITH LISTING RULE 14.11

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

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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