ENERGY METALS LTD — AGM Information 2020

Apr 22, 2020

23 April 2020

Company Announcements Platform Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Energy Metals Limited ABN 63 111 306 533 Level 2 28 Kings Park Road West Perth WA 6005 PO Box 1323 West Perth WA 6872 Western Australia Telephone: (08) 9322 6904 Facsimile: (08) 9321 5240 Email: enquiry@energymetals.net Web: www.energymetals.net

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Annual General Meeting

Energy Metals Limited (“EME” or “the Company”) wishes to advise EME’s 2020 Annual General Meeting (“the AGM”) will be held on 22 May 2020 at 10.00 am Perth time.

To follow the government rules regarding the interest of public health in response to coronavirus, EME has made the following special arrangements for the AGM:-

On the day of the AGM:

1. Shareholders will not be able to physically attend the AGM ;

2. The AGM will only consider business items stated in the Notice of Meeting;

3. All resolutions will be decided based on proxy votes, which must be received by no later than 10.00 am on 20 May 2020;

4. Only the Chair and the Company Secretary will attend the meeting in person, with the other Directors, Auditors and shareholders attending via telephone connection.

How Shareholders Can Participate

1. Shareholders are strongly encouraged to appoint the Chair of the AGM as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be exercised on each item of business, and the Chair of the AGM must follow your instructions. Lodgement instructions, including how to vote online, are set out in the Proxy Form enclosed with the Notice of Meeting;

2. Shareholders who wish to attend the meeting via telephone can contact EME’s office (Tel: 618-9322 6904 or Email: enquiry@energymetals.net) for dial in instructions by no later than 9.00 am on 22 May 2020. Shareholders will be able to submit their questions in relation to the business in the meeting.

Energy Metals appreciates shareholders’ understanding and support.

Yours sincerely

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XUEKUN LI Company Secretary

Notice of Annual General Meeting and Explanatory Statement

ENERGY METALS LIMITED ABN 63 111 306 533

This Notice of Annual General Meeting and Explanatory Statement 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 advisor without delay.

ENERGY METALS LIMITED ACN 111 306 533

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting of shareholders of Energy Metals Limited will be held at Level 2, 28 Kings Park Road, West Perth, Western Australia on Friday 22 May 2020 at 10.00am (Western Standard Time) and by telephone connection.

The Explanatory Statement to this Notice of Annual General Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the enclosed proxy form are part of this Notice of Annual General Meeting.

AGENDA

Financial Report

To receive and consider the financial report, directors’ report and auditor’s report for the financial year ended 31 December 2019 (which form part of the Company's 2019 Annual Report).

Resolution 1 – Adoption of the Remuneration Report for the year ended 31 December 2019

To consider and, if thought fit, to pass the following as a non-binding ordinary resolution: "That, for the purpose of and in accordance with section 250R(2) of the Corporations Act, the Remuneration Report of the Company for the year ended 31 December 2019 be adopted."

Note:

In accordance with Section 250R(2) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

In accordance with the Corporations Act, if 25% or more of votes cast against the adoption of the Remuneration Report at two consecutive annual general meetings, a resolution must be put to the second of these annual general meetings requiring shareholders to vote whether another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director and CEO) must stand for re-election (“spill resolution”). For further information, please refer to the Explanatory Statement.

Voting exclusion statement:

A vote on the resolution must not be cast (in any capacity) by or on behalf of either of:

• a member of the key management personnel details of whose remuneration are included in the remuneration report; or

• a closely related party of such a member,

(“ Prohibited Voter ”).

However, a Prohibited Voter may cast a vote on the resolution if a Prohibited Voter does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and the vote is not cast on behalf of a Prohibited Voter.

If a Prohibited Voter is appointed but not directed how to vote on Resolution 1, they will not vote your proxy on this resolution.

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Resolution 2 – Re-election of Mr Lindsay Dudfield as a Director

To consider and, if thought fit, to pass the following as an ordinary resolution:

"That Mr Lindsay Dudfield, being a Director of the Company who retires in accordance with clause 13.2 of the Company's Constitution, be re-elected."

Resolution 3 – Re-election of Ms Junmei Xu as a Director

To consider and, if thought fit, to pass the following as an ordinary resolution:

"That Ms Junmei Xu, being a Director of the Company who retires in accordance with clause 13.2 of the Company's Constitution, be re-elected."

Resolution 4 – Confirmation of appointment and Re-election of Mr Zhe Gao as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That:

• (a) for the purpose of section 201H(3) of the Corporations Act and all other purposes, the Company approve and confirm the appointment of Mr Zhe Gao as a Director of the Company on 27 August 2019; and

• (b) Mr Zhe Gao, being a Director of the Company who holds office only until this AGM in accordance with clause 13.5 of the Company's Constitution, be reelected."

Resolution 5 – Confirmation of appointment and Re-election of Mr Fei He as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That:

• (a) for the purpose of section 201H(3) of the Corporations Act and all other purposes, the Company approve and confirm the appointment of Mr Fei He as a Director of the Company on 3 April 2020; and

• (b) Mr Fei He, being a Director of the Company who holds office only until this AGM in accordance with clause 13.5 of the Company's Constitution, be reelected."

Resolution 6 – Confirmation of appointment and Re-election of Mr Zhe Xu as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That:

• (a) for the purpose of section 201H(3) of the Corporations Act and all other purposes, the Company approve and confirm the appointment of Mr Zhe Xu as a Director of the Company on 3 April 2020; and

• (b) Mr Zhe Xu, being a Director of the Company who holds office only until this AGM in accordance with clause 13.5 of the Company's Constitution, be reelected."

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Other Business

To transact any other business which may be properly brought before the meeting in accordance with the Company's Constitution and the Corporations Act.

By Order of the Board

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XUEKUN LI Company Secretary Energy Metals Limited 23 April 2020

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Entitlement to Vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the persons eligible to vote at the AGM are those who are registered Shareholders of the Company at 10am (Western Standard Time) on Wednesday 20 May 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Voting in Person

To follow the government rules regarding the interest of public health in response to coronavirus, the Company is not able to allow shareholders to attend the AGM in person.

Please refer to the front page of this Notice of Meeting for further information on how a Shareholder can participate.

Voting by Proxies

A Shareholder entitled to attend and vote at the AGM is entitled to appoint not more than two proxies. If the Shareholder is entitled to two or more votes, the Shareholder may appoint two proxies and if this occurs the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

Pursuant to sections 250BB and 250BC of the Corporations Act, a proxy must cast all directed proxies as directed. Any directed proxies which are not voted will automatically default to the Chair, who will vote the proxies as directed.

A proxy need not be a Shareholder of the Company. If you sign the enclosed proxy form and do not write the name of a person or a body corporate in the proxy form, you will have appointed the Chair of the AGM as your proxy.

The Chair of the AGM will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Resolution 1 where the Chair will only vote if expressly directed to do so.

Please refer to the enclosed proxy form and the accompanying instructions for appointment of a proxy and lodging proxy forms.

If a shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the enclosed certificate of appointment of corporate representative should be completed and lodged in the manner specified.

To be effective, the proxy must be completed, signed and received by the Company no later than 48 hours before the AGM, that is 10am (Western Standard Time) on Wednesday 20 May 2020. Proxy forms received later than the above mentioned time will be invalid.

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

Corporate Representative

If a representative of the corporation is to attend the Meeting the appropriate “Appointment of Corporate Representative” should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

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ENERGY METALS LIMITED

ABN 63 111 306 533

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in the Notice and this Explanatory Statement.

The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice.

1. Financial Statements and Reports

The Corporations Act requires the Company’s financial report, the directors’ report and the auditor’s report for the year ended 31 December 2019 to be laid before the AGM. Shareholders will be provided with a reasonable opportunity to ask questions about the reports. There is no requirement either in the Corporations Act or the Company’s Constitution that the Shareholders vote on or approve the reports.

Shareholders can access a copy of the Company’s financial report, the directors’ report and the auditor’s report for the year ended 31 December 2019 (which form part of the Company’s 2019 Annual Report) on the Company’s website: www.energymetals.net

Resolution 1 – To adopt the Remuneration Report for the year ended 31 December 2019

The Corporations Act requires the Company to include in the directors’ report for the year ended 31 December 2019 a detailed remuneration report setting out certain prescribed information relating to the remuneration of the Directors and certain members of the Company’s senior management (" Remuneration Report ") and to submit this Remuneration Report for adoption by resolution of the shareholders at the annual general meeting of the Company.

The Remuneration Report:

• outlines the Board’s policy for determining the nature and amount of remuneration of Directors and Senior Executives of the Company;

• sets out remuneration details for each Director and Senior Executive of the Company;

• • summarises the key terms of any contract of any Director or Senior Executive of the Company for the financial year ended 31 December 2019.

The Corporations Act requires that a resolution in relation to the Remuneration Report be put to the vote at the Company's AGM. The vote on the resolution is advisory only and does not bind the Directors or the Company.

However, the Directors will consider the outcome of the vote when reviewing the Company’s remuneration practices and policies.

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

The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.

Please refer to the Voting Exclusion Statement with regards to this resolution in the Notice.

Resolution 2 - Re-election of Mr Lindsay Dudfield as a Director

Resolution 2 seeks approval for the re-election of Mr Dudfield as a Director with effect from the end of the AGM.

Mr Dudfield was appointed a Director on 8 October 2004 and was re-elected in the AGM of 2008, 2011, 2014 and 2017. Mr Dudfield is required to retire under the rotation of directors rule in clause 13.2 of the Company’s Constitution.

Clause 13.2 provides that at each AGM:

• one-third of the Directors (other than alternate Directors and the Managing Director); or

• if the number of Directors is not a multiple of three, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years,

must retire from office. A retiring Director is eligible for re-election.

Mr Dudfield retires from office in accordance with this requirement and, being eligible, has offered himself for re-election as a Director of the Company.

The Directors, other than Mr Dudfield, recommend that Shareholders vote in favour of this resolution.

Details of this candidate are as follows:

About Mr Lindsay Dudfield

Mr Dudfield is a qualified geologist with over 40 years’ experience exploring for gold and base metals in Australia and overseas, including close involvement with a number of greenfields discoveries. Member of the AusIMM, SEG, AIG and GSA. Age 63.

Mr Dudfield is currently the Managing Director of Jindalee Resources Ltd. The other public company directorship held by Mr Dudfield over the last three years is Alchemy Resources Limited, from November 2011 to current.

Resolution 3 - Re-election of Ms Junmei Xu as a Director

Resolution 3 seeks approval for the re-election of Ms Xu as a Director with effect from the end of the AGM.

Ms Xu was appointed a Director on 1 March 2017 and was re-elected at the AGM of 2018. Ms Xu is required to retire under the rotation of directors rule in clause 13.2 of the Company’s Constitution.

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Clause 13.2 provides that at each AGM:

• one-third of the Directors (other than alternate Directors and the Managing Director); or

• if the number of Directors is not a multiple of three, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years,

must retire from office. A retiring Director is eligible for re-election.

Ms Xu retires from office in accordance with this requirement and, being eligible, has offered herself for re-election as a Director of the Company.

The Directors, other than Ms Xu, recommend that Shareholders vote in favour of this resolution.

Details of this candidate are as follows:

About Ms Junmei Xu

Ms Xu is a qualified accountant with 15 years’ experience in accounting and finance. She holds a Master of Management degree in Business Administration from Tsinghua University, China and has worked as a senior manager for CGNPC URC since 2013. Prior to joining the CGNPC URC, she was an audit manager of KPMG LLP. Aged 41.

Resolution 4 – Confirmation of appointment and Re-election of Mr Zhe Gao as a Director

Pursuant to section 201H(3) of the Corporations Act, if a person is appointed by the other Directors as a director of the Company, the Company must confirm the appointment by resolution at the Company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the Company at the end of the AGM.

In accordance with clause 13.5 of the Company's Constitution, a person appointed by other Directors holds office only until the next following annual general meeting and is then eligible for re-election.

On 27 August 2019, the Directors appointed Mr Gao as a Director of the Company. Section 201H(3) of the Corporations Act requires the appointment of Mr Gao as a Director to be confirmed by ordinary resolution and, for him to continue to hold office after the AGM, clause 13.5 of the Company's Constitution requires a re-election of Mr Gao as a Director of the Company. If such resolution is not obtained, Mr Gao’s appointment will cease at the end of the AGM. Mr Gao has offered himself for re-election as a Director of the Company.

The Directors, other than Mr Gao, recommend that shareholders vote in favour of this resolution. The Chair intends to vote undirected proxies in favour of the resolution.

About Mr Zhe Gao

Mr Gao is a senior corporate manager with over 20 years’ experience in finance and investment. He graduated from the University of New South Wales and holds a Master degree of Commerce. Before he joined the KangDe Group (the second largest shareholder of EME) in 2015, Mr Gao had worked for a number of large corporations, such as CITIC Logistics Co Ltd and HINA Investment Group & Maple Valley Investment CITIC Co, participating in various projects of capital raising, management consulting and fund management. In his early career, he worked as an auditor in a Big-Four international accounting firm. He has extensive experience in finance, fund raising, commercial negotiation and corporate management. Mr Gao is currently the Executive Assistant to the CEO of KangDe Group. Aged 47.

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Resolution 5 – Confirmation of appointment and Re-election of Mr Fei He as a Director

Pursuant to section 201H(3) of the Corporations Act, if a person is appointed by the other Directors as a director of the Company, the Company must confirm the appointment by resolution at the Company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the Company at the end of the AGM.

In accordance with clause 13.5 of the Company's Constitution, a person appointed by other Directors holds office only until the next following annual general meeting and is then eligible for re-election.

On 3 April 2020, the Directors appointed Mr He as a Director of the Company. Section 201H(3) of the Corporations Act requires the appointment of Mr He as a Director to be confirmed by ordinary resolution and, for him to continue to hold office after the AGM, clause 13.5 of the Company's Constitution requires a re-election of Mr He as a Director of the Company. If such resolution is not obtained, Mr He’s appointment will cease at the end of the AGM. Mr He has offered himself for re-election as a Director of the Company.

The Directors, other than Mr He, recommend that shareholders vote in favour of this resolution. The Chair intends to vote undirected proxies in favour of the resolution.

About Mr Fei He

Mr He is an experienced senior executive in utility and energy industry. He holds a Master degree in Civil and Commercial Law from the Renmin University of China. He has worked as a senior executive for China General Nuclear Power Corporation (the largest shareholder of EME) since 2011. He is currently the Deputy General Manager of CGNPC Uranium Resources Co., Ltd. Aged 43.

Resolution 6 – Confirmation of appointment and Re-election of Mr Zhe Xu as a Director

Pursuant to section 201H(3) of the Corporations Act, if a person is appointed by the other Directors as a director of the Company, the Company must confirm the appointment by resolution at the Company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the Company at the end of the AGM.

In accordance with clause 13.5 of the Company's Constitution, a person appointed by other Directors holds office only until the next following annual general meeting and is then eligible for re-election.

On 3 April 2020, the Directors appointed Mr Xu as a Director of the Company. Section 201H(3) of the Corporations Act requires the appointment of Mr Xu as a Director to be confirmed by ordinary resolution and, for him to continue to hold office after the AGM, clause 13.5 of the Company's Constitution requires a re-election of Mr Xu as a Director of the Company. If such resolution is not obtained, Mr Xu’s appointment will cease at the end of the AGM. Mr Xu has offered himself for re-election as a Director of the Company.

The Directors, other than Mr Xu, recommend that shareholders vote in favour of this resolution. The Chair intends to vote undirected proxies in favour of the resolution.

About Mr Zhe Xu

Mr Xu is an experienced engineer and a senior manager in the nuclear power industry. He holds a Master Degree of Business Administration of Nankai University of China and a Bachelor degree of Mechatronic Engineering from the United University of Jinan of China. He has worked as a senior manager for CGNPC URC since 2011. He is currently the Director of Resources business Department of CGNPC Uranium Resources Co., Ltd. Aged 43.

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GLOSSARY

The following terms have the following meanings in this Notice and Explanatory Statement:

" AGM " means the annual general meeting of the Company;

“ ASX ” means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange Limited;

“ Board ” means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors;

" CGNPC " means China General Nuclear Power Group;

“ Company ” or “ Energy Metals ” means Energy Metals Limited ABN 63 111 306 533;

“ Constitution ” means the constitution of the Company as amended from time to time;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

" Corporations Regulations " means the Corporations Regulations 2001 (Cth);

“ Director ” means a Director of the Company;

" Explanatory Statement " means this explanatory statement attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice;

“ Listing Rules ” means the Official Listing Rules of the ASX as they apply to the Company from time to time;

" Managing Director " means the Managing Director of the Company;

“ Notice ” means the notice of AGM accompanying this Explanatory Statement;

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

" Shareholder " means a holder of Shares.

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EME

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