FALCON METALS LTD - AGM Information 2023

==> picture [179 x 70] intentionally omitted <==

FALCON METALS LIMITED

ACN 651 893 097

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 28 November 2023

Time of Meeting: 2.00 PM (AEDT)

Place of Meeting: Suite 6, Level 6, 350 Collins Street, Melbourne VIC 3000

The business of the Meeting affects your shareholding, and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Shareholders are urged to vote by lodging the proxy from attached to the Notice in accordance with the instructions set out on that form by no later than 26 November 2023, 2.00 PM (AEDT). In compliance with ASX guidelines, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Annual General Meeting.

The Company is happy to accept and answer questions submitted prior to the meeting by email to [email protected]. Where a written question is raised in respect of the key management personnel of the Company or the resolutions to be considered at the meeting, the Company will address the relevant question during the course of the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

The Company requests that Shareholders wishing to attend the Meeting in person should contact the Company Secretary (email: [email protected]) to confirm their attendance.

Notice of Annual General Meeting

Notice is given that an Annual General Meeting of shareholders of Falcon Metals Limited ACN 651 893 097 (Company) will be held at Suite 6, Level 6, Collins Street, Melbourne VIC 3000 on 28 November 2023 at 2.00 PM (AEDT).

Agenda

Ordinary business

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

1. Resolution 1: Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2023.”

Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting exclusion statement:

A vote on this Resolution 1 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: (1) does not specify the way the proxy is to vote on this Resolution; and (2) 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.

Voting Intentions of Chair:

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolution the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.

FALCON METALS LIMITED

Page 2 of 33

Notice of General Meeting

2. Resolution 2: Re-election of Director – Katina Law

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

“ That, Ms Katina Law, who ceases to hold office in accordance with clause 7.6 of the Constitution, and being eligible, offers herself for election, be re-elected as a Director of the Company .”

3. Resolution 3: Approval of Unlisted Options to be issued to Mark Bennett

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

“ That, for the purposes of section 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 600,000 Unlisted Options to Mr Mark Bennett, Non-executive Chair of the Company (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting .”

Voting exclusion statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to receive the securities as a result of the proposed issue, a person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolutions 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:
(1) 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
(2) 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

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 3 if:

(a) the proxy is either:
(1) a member of the Company’s Key Management Personnel; or
(2) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

FALCON METALS LIMITED

Page 3 of 33

Notice of General Meeting

4. Resolution 4: Approval of Unlisted Options to be issued to Tim Markwell

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

“ That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 760,000 Unlisted Options to Mr Tim Markwell, Managing Director of the Company (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting .”

Voting exclusion statement:

However, this does not apply to a vote cast in favour of the Resolutions 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:
(1) 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
(2) 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

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 4 if:

(a) the proxy is either:
- (1) a member of the Company’s Key Management Personnel; or
- (2) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

FALCON METALS LIMITED

Page 4 of 33

Notice of General Meeting

5. Resolution 5: Approval of Unlisted Options to be issued to Alex Dorsch

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

“ That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 500,000 Unlisted Options to Mr Alex Dorsch, Non-executive Director of the Company (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting .”

Voting exclusion statement:

However, this does not apply to a vote cast in favour of the Resolutions 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:
(1) 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
(2) 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

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 5 if:

(d) the proxy is either:
- (1) a member of the Company’s Key Management Personnel; or
- (2) a closely related party of a member of the Company’s Key Management Personnel; and
(e) the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

FALCON METALS LIMITED

Page 5 of 33

Notice of General Meeting

6. Resolution 6: Approval of Unlisted Options to be issued to Katina Law

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

“ That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 500,000 Unlisted Options to Ms Katina Law, Non-executive Director of the Company (or her nominee), and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting .”

Voting exclusion statement:

However, this does not apply to a vote cast in favour of the Resolutions 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:
(1) 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
(2) 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

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 6 if:

(d) the proxy is either:
- (1) a member of the Company’s Key Management Personnel; or
- (2) a closely related party of a member of the Company’s Key Management Personnel; and
(e) the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(f) the proxy is the Chair of the Meeting; and
(g) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

FALCON METALS LIMITED

Page 6 of 33

Notice of General Meeting

7. Resolution 7: Approval of New Employee Securities Incentive Plan

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 exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the new employee incentive scheme of the Company known as the ‘Falcon Metals Ltd Employee Securities Incentive Plan’ (New Plan) and the issue of Equity Securities under the New Plan, on the terms and conditions in the Explanatory Memorandum.”

Voting exclusion statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the New Plan, or any of their respective associates.

However, this does not apply to a vote cast in favour of the Resolutions 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:
(1) 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
(2) 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

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 7 if:

(a) the proxy is either: (1) a member of the Company’s Key Management Personnel; or (2) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair of the Meeting; and (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

FALCON METALS LIMITED

Page 7 of 33

Notice of General Meeting

Special Resolutions

8. Resolution 8: Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution :

“ That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum .”

Voting exclusion statement:

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (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 the Resolutions 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:
(1) 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
(2) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9. General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Notes:

(a) Terms used in this Notice of Meeting are defined in the “Interpretation” section of the accompanying Explanatory Memorandum.
(b) A detailed summary of the Resolution(s) is contained within the Explanatory Memorandum.

The resolution(s) at this Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting.

By order of the board

==> picture [39 x 47] intentionally omitted <==

Pradeep Subramaniam

Company Secretary 27 October 2023

FALCON METALS LIMITED

Page 8 of 33

Notice of General Meeting

1. Introduction

This Explanatory Memorandum is provided to shareholders Falcon Metals Limited ACN 651 893 097 ( the Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Suite 6, Level 6, 350 Collins Street, Melbourne VIC 3000 on 28 November 2023 at 2.00 PM (AEDT).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend that Shareholders vote in favour of all Resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.

Terms used in this Explanatory Memorandum are defined in Section 10.

2. Financial Statements and Reports

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ report, the Remuneration Report, and the auditor’s report.

There is no requirement for shareholders to approve these reports. However, time will be allowed during the annual general meeting for consideration by shareholders of the financial statements and the associated directors’ and auditors’ reports.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.falconmetals.com.au.

The Company’s Annual Report is placed before the Shareholders for discussion.

No voting is required for this item.

3. Resolution 1: Adoption of Remuneration Report

3.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the Company’s remuneration arrangements for the directors of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial period.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

3.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

FALCON METALS LIMITED

Page 9 of 33

Notice of General Meeting

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the Company who were in office when the directors' report (as included in the Company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the Company is approved will be the directors of the company.

3.3 Previous voting results

At the Company’s previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

4. Resolution 2: Re-election of Director – Katina Law

4.1 General

Clause 7.6 (which mirrors ASX Listing Rule 14.4) of the Company’s Constitution provides that the Directors may at any time appoint any person to be a director either to fill a casual vacancy or as an addition to the existing Directors but only where the total number of Directors does not at any time exceed the maximum number specified in the Constitution.

Pursuant to clause 14.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting of the Company and is then eligible for re-election by Shareholders.

Ms Katina Law was appointed as a director on 1 October 2023. Consequently, Ms Law retires as a director at the Meeting and, being eligible, seeks approval to be elected as Director pursuant to Resolution 2.

If Resolution 2 is not carried out, Ms Law will no longer be a Director of the Company and a new director would have to be appointed.

4.2 Qualifications and other material directorships

Qualifications BCom, CPA, MBA Experience Ms Katina Law has over 30 years of experience in the mining industry and has held senior roles with major mining companies, as well as board roles with both ASX-listed explorers and non-government organisations. With a strong financial background, she has served as Chair of Finance and Audit committees and has a strong commitment to corporate governance.

Ms Law is a graduate from the Australian Institute of Company Directors and holds a Bachelor of Commerce from the University of Western Australia. She is also a Certified Practising Accountant and has an MBA from London Business School.

Ms Law currently serves as a Non-Executive Director of Yandal Resources (ASX: YRL), is a Board Member of Health Support Services, a co-founder and Director of IPS Management Consultants and as Chair of Dutjahn Sandalwood Oils Pty Ltd. Previously, she has held positions as Non-

FALCON METALS LIMITED

Page 10 of 33

Notice of General Meeting

Executive Chair of Ardea Resources (ASX: ARL) and Non-Executive Director of DGO Gold (ASX: DGO)

Other Directorships Yandal Resources Limited

Ms Law is considered to be an independent director.

4.3 Board recommendation

The Board supports the re-election of Ms Law as a Director of the Company and recommends (with Ms Law abstaining) that Shareholders vote in favour of Resolution 2.

5. Resolution 3 - 6: Approval of Unlisted Options to Mark Bennett, Tim Markwell, Alex Dorsch and Katina Law

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 2,360,000 Options (Related Party Options) to Mark Bennett, Tim Markwell, Alex Dorsch and Katina Law (or their nominees) (Related Parties) on the terms and conditions set out below.

To ensure the Company retains its key people, the Company has determined that the best way to reward and incentivise its board, executives and employees is via the issue of options over ordinary shares which have an exercise price that requires the share price to increase by approximately 50% (from grant date) before the options crystallise any value to the recipient while conserving cash and ensuring Falcon offers competitive market based remuneration. This results in the alignment of shareholder and board and employee interests in maximising Falcon’s share price.

Resolutions 3 to 6 seek Shareholder approval to issue the Related Party Options to the Related Parties.

5.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Related Party Options constitutes giving a financial benefit and Mark Bennett, Tim Markwell, Alex Dorsch and Katina Law are related parties of the Company by virtue of being Directors.

As the Related Party Options are proposed to be issued to all the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations act applies to the issue of the Options.

Accordingly, Shareholder approval for the issue of Related Party Options to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

FALCON METALS LIMITED

Page 11 of 33

Notice of General Meeting

5.3 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.

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.

Resolutions 3 to 6 seek the required Shareholder approval for the issue of the Related Party Options under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

5.4 Technical information required by Listing Rule 14.1A

If Resolutions 3 to 6 are passed, the Company will be able to proceed with the issue of the Related Party Options to the Related Parties 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 Related Party Options (because approval is being obtained under Listing Rule 10.11), the issue of the Related Party Options will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 3 to 6 are not passed, the Company will not be able to proceed with the issue of the Related Party Options and the Company will have to develop an alternate plan to remunerate their directors in lieu of the grant of options.

5.5 Technical information required by Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 3 to 5:

(a) the Related Party Options will be issued to the following persons:
(1) Mark Bennett (or their nominee) pursuant to Resolution 3:
(2) Tim Markwell (or their nominee) pursuant to Resolution 4;
(3) Alex Dorsch (or their nominee) pursuant to Resolution 5; and

FALCON METALS LIMITED

Page 12 of 33

Notice of General Meeting

(4) Katina Law (or their nominees) pursuant to Resolution 6,

Each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a director;

(b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) is 2,360,000 comprising:
(1) 600,000 Related Party Options to Mark Bennett (or their nominee) (Resolution 3);
(2) 760,000 Related Party Options to Tim Markwell (or their nominee) (Resolution 4);
(3) 500,000 Related Party Options to Alex Dorsch (or their nominee) (Resolution 5); and
(4) 500,000 Related Party Options to Katina Law (or their nominee) (Resolution 6);
(c) the terms and conditions of the Related Party Options is set out in Schedule 1;
(d) the Related Party Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Related Party Options will occur on the same date as the meeting;
(e) the issue price of the Related Party Options will be nil. The Company will not receive any other consideration in respect of the issue of the Related Party Options (other than in respect of funds received on exercise of the Related Party Options);
(f) the purpose of the issue of the Related Party Options is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, 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 to the Related Parties;
(g) the Related Party Options are unquoted Options. The Company has agreed to issue Related Party Options to the Related Parties for the following reasons:
(1) the Related Party Options are unquoted; therefore, the issue of the Related Party Options has no immediate dilutionary impact on Shareholders;
(2) the deferred taxation benefit which is available to the Related Parties in respect of an issue of Options is also beneficial to the Company as it means the Related Parties are not required to immediately sell the Related Party Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; and
(3) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options on the terms proposed;

FALCON METALS LIMITED

Page 13 of 33

Notice of General Meeting

(h) the number of Related Party Options to be issued to each of the Related Parties has been determined based upon a consideration of:

(1) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
(2) the remuneration of the Related Parties; and
(3) incentives to attract and retain the service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options upon the terms proposed;

(i) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

		FY2023/2024	FY2023/2024		FY2022/2023	FY2022/2023
Related Party	Cash Salary	Share Based Payment	Total	Cash Salary	Share Based Payment	Total
Mark Bennett	$90,000	43,680	133,680¹	$90,000	$41,619	$131,619²
Tim Markwell	$314,685	55,328	370,013³	$298,350	$41,619	$339,969⁴
Alex Dorsch	$55,000	36,400	91,400⁵	$55,000	$24,971	$79,971⁶
Katina Law	$41,250	44,100	85,350⁷	-	-	-

Notes:

¹Comprising Directors’ fee of $81,081, superannuation of $8,919 and share based payments of $43,680 being the value of the Related Party Options.

² Comprising Directors’ fee of $81,448, superannuation of $8,552 and share based payments of $41,619 being the value of the Related Party Options.

³Comprising Directors’ salary of $283,500, superannuation of $31,185 and share based payments of $55,328 being the value of the Related Party Options.

⁴ Comprising Directors’ salary of $270,000, superannuation of $28,350 and share based payments of $41,619 being the value of the Related Party Options.

⁵Comprising Directors’ fee of $49,550, superannuation of $5,450 and share based payments of $36,400 being the value of the Related Party Options.

⁶ Comprising Directors’ fee of $49,774, superannuation of $5,226 and share based payments of $24,971 being the value of the Related Party Options

⁷ Comprising Directors’ fee of $37,162, superannuation of $4,088 and share based payments of $44,100 being the value of the Related Party Options

(j) the value of the Related Party Options and the pricing methodology is set out in Schedule 2;
(k) the Related Party Options are not being issued under an agreement;
(l) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

FALCON METALS LIMITED

Page 14 of 33

Notice of General Meeting

Related Party	Shares¹	Options
Mark Bennett	449,439	4,040,000²
Tim Markwell	132,272	4,040,000²
Alex Dorsch	2,940,595	2,070,000³
Katina Law	2,179	-

Notes:

¹Fully paid ordinary shares in the capital of the Company (ASX: FAL).
²Unquoted Options, comprising of:
a. 1,770,000 Options (exercisable at $0.75 each on or before 15 December 2024);
b. 1,770,000 Options (excisable at $0.75 each on or before 15 December 2025);
c. 250,000 Options (exercisable at $0.36 each on or before 31 July 2025); and
d. 250,000 Options (exercisable at $0.36 each on or before 31 July 2026).
³Unquoted Options, comprising of:
a. 885,000 Options (exercisable at $0.75 each on or before 15 December 2024);
b. 885,000 Options (excisable at $0.75 each on or before 15 December 2025);
c. 150,000 Options (exercisable at $0.36 each on or before 31 July 2025); and
d. 150,000 Options (exercisable at $0.36 each on or before 31 July 2026).

(m) if the Related Party Options issued to the Related Parties are exercised, a total of 2,360,000 Shares would be issued. This will increase the number of Shares on issue from 177,000,000 (being the total number of Shares on issue as at the date of this Notice) to 179,360,000 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.33%, comprising 0.34% by Mr Bennett, 0.43% by Mr Markwell, 0.28% by Mr Dorsch, and 0.28% by Ms Law;

The market price for Shares during the term of the Related Party Options would normally determine whether the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(n) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.410	19 April 2023
Lowest	$0.125	22 September 2023
Last	$0.140	23 October 2023

(o) each Director has a material personal interest in the outcome of Resolutions 3 to 6 on the basis that all of the Directors (or their nominees) are to be issued Related Party Options should Resolutions 3 to 6 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 3 to 6 of this Notice; and

(p) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 3 to 6.

FALCON METALS LIMITED

Page 15 of 33

Notice of General Meeting

6. Resolution 7: Approval of New Employee Securities Incentive Plan

6.1 General

On 1 October 2022, amendments to the Corporations Act commenced, simplifying the process for incentivising participants under employee share schemes ( ESS ). Division 1A was introduced into Part 7.12 of the Corporations Act, providing a new regime for the making of offers in connection with an ESS ( New Regime ). This regime replaces the relief previously afforded by ASIC Class Order 14/1000 (Class Order).

To ensure that the Company’s ESS complies with the New Regime, the Company will adopt, subject to Shareholder approval, a new ESS called the ‘Falcon Metals Ltd Employee Securities Incentive Plan’ ( New Plan ).

Resolution 7 seeks Shareholder approval for the adoption of the New Plan in accordance with Listing Rule 7.2 exception 13(b).

Under the New Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and, on the terms, set out in the rules of the New Plan. A summary of the key terms of the New Plan is in Schedule 3. In addition, a copy of the New Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. Shareholders are invited to contact the Company if they have any queries.

6.2 Key changes between the Class Order and New Regime

The following table summarises the key changes implemented by the New Regime. These changes are reflected in the New Plan.

	Position under the Class Order	Position under the New Regime
Disclosure obligations	The Class Order mandates certain information that must be provided to ESS participants. There is no difference between the disclosure requirements where ESS interests are offered for monetary consideration or for no monetary consideration.	If the offer of ESS interests is for no monetary consideration:There are no prescribed disclosure obligations, other than a statement that the offer is made under Division 1A. If the offer of ESS interests is for monetary consideration: • Certain prescribed disclosure requirements apply. These disclosure requirements are similar (although different) to the current disclosure requirements under the Class Order. • The participant cannot acquire the ESS interests until 14 days after receiving the above disclosure. This mandates a waiting period ensuring a participant has time to consider their decision and seek legal financial advice. • Any associated trust, contribution plan and loan arrangement will need to comply with specified requirements.

FALCON METALS LIMITED

Page 16 of 33

Notice of General Meeting

Eligible participants	• Directors; • Full-time and part-time employees; • Casual employees and contractors, provided they work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with the entity.	• Directors; • Full-time and part-time employees; • Any service providers to the entity (with no minimum requirement of hours of service provided); • Certain ‘related persons’ to the above.
5% limit	The maximum number of ESS interests that can be issued under the Class Order relief over a three-year period is 5% of the issued share capital.	If the offer of ESS interests is for no monetary consideration:There is no limit on the number of such ESS interests that may be issued. If the offer of ESS interests is for monetary consideration:The number of ESS interests issued over a three-year period must not exceed 5% of the issued share capital. Entities may specify a different issue cap in their constitution.
Suspension	For the Class Order relief to be available, the entity’s shares must not have been suspended for more than 5 days over the previous 12 months.	The new regime permits an entity to offer ESS interests regardless of any suspension to the trading of its shares.
ASIC involvement	A ‘Notice of Reliance’ must be submitted to ASIC to rely on the Class Order relief.	There are no ASIC lodgement requirements. ASIC has the power to require the provision of documents necessary in order to form an opinion about whether the regime has been complied with. ASIC has also been given express enforcement powers including the ability to issue ‘stop orders’.
Criminal offences	N/A	New ESS related criminal offences have been introduced regarding certain misleading or deceptive statements or omissions.

6.3 Listing Rules 7.1 and 7.2, exception 13(b)

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12-month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

FALCON METALS LIMITED

Page 17 of 33

Notice of General Meeting

Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the New Plan from those set out in this Notice in Schedule 2.

If Resolution 7 is passed, the Company will be able to issue Equity Securities under the New Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years up to a nominated maximum amount without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the New Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

If Resolution 7 is not passed, any issue of Equity Securities pursuant to the New Plan must either be undertaken using the Company’s 15% annual placement capacity under Listing Rule 7.1, or with prior Shareholder approval.

6.4 Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the New Plan:

(a) A summary of the material terms of the New Plan is in Schedule 3.
(b) As at the date of this Notice, no Equity Securities have been issued under the New Plan.
(c) The Company adopted its Existing Plan as an exception to Listing Rule 7.1 under Listing Rule 7.2, exception 13(b) upon its admission to the official list of ASX. The Company has issued the following Equity Securities under the Existing Plan:

Number of Securities	Type of Security	Date of issue
1,525,000	Options	8 August 2022
1,300,000	Options	29 November 2022
125,000	Options	12 December 2022
1,160,000	Options	4 July 2023

Note: In addition to the above and subject to the prior receipt of Shareholder approval, the Company has agreed to issue a further 2,360,000 Options under the Existing Plan.

(d) The maximum number of Equity Securities proposed to be issued under the New Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 7 is 17,700,000 Equity Securities. This number comprises approximately 10% of the Company's Equity Securities currently on issue.
(e) A voting exclusion statement is included in the Notice.

FALCON METALS LIMITED

Page 18 of 33

Notice of General Meeting

6.5 Board recommendation

Resolution 7 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 7.

7. Resolution 8: Approval of 10% Placement Capacity

7.1 General

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 period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 10% Placement Capacity ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 8 seeks Shareholder approval by way of special resolution for the Company to have the 10% Placement Capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 8 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 8 is not passed, the Company will not be able to access the 10% Placement Capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

7.2 Information on 10% Placement Capacity

(a) Quoted securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.

As at the date of this Notice, the Company currently has one class of Equity Securities quoted on the ASX, being Ordinary Shares (ASX Code: FAL).

(b) Formula for 10% Placement Capacity

If this Resolution 8 is passed, the Company may issue or agree to issue, during the 12month period after this Meeting, the number of Equity Securities calculated in accordance with the following formula:

Additional Placement Capacity = (A x D) – E

A = the number of fully-paid ordinary securities on issue at the commencement of the Relevant Period:

plus the number of fully-paid ordinary securities issued in the Relevant Period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17;
plus the number of fully-paid ordinary securities issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

FALCON METALS LIMITED

Page 19 of 33

Notice of General Meeting

  - the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

plus the number of fully-paid ordinary securities issued in the Relevant Period under an agreement to issue securities within rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the Relevant Period; or
- the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
plus the number of fully paid ordinary securities issued in the Relevant Period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4;
plus the number of partly-paid ordinary securities that became fully-paid in the Relevant Period;
less the number of fully-paid ordinary securities cancelled in the Relevant Period;
D = 10%; and
E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

7.3 Listing Rule requirements

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:

(a) Period for which the 10% Placement Capacity is valid

The 10% Placement Capacity will commence on the date of the Meeting at which the Shareholder approval is obtained and expire on the first to occur of the following:

(i) the date that is 12 months after the date of this Meeting (i.e. 29 November 2023), presuming Shareholder approval is obtained;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price at which equity securities may be issued

Any Equity Securities issued under the 10% Placement Capacity will be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

(c) Use of funds raised under 10% Placement Capacity The Company intends to use funds raised from issues of Equity Securities under the 10% Placement Capacity for:

FALCON METALS LIMITED

Page 20 of 33

Notice of General Meeting

(i) the acquisition of new resources, assets and investments (including expenses associated with such an acquisition);
(ii) continued exploration expenditure on the Company’s current assets/or projects (funds would then be used for project, feasibility studies and ongoing project administration);
(iii) the development of the Company’s current business; and
(iv) general working capital.

(d)

Risk of voting dilution

If Resolution 8 is passed and the Company issues securities under the 10% Placement Capacity, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

(i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date Shareholder approval is obtained for this Resolution; and
(ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date.

The table below shows the potential dilution of existing Shareholders following the issue of Equity Securities under the 10% Placement Capacity (based on the formula set out above) using difference variables for the number of issued Ordinary Shares and the market price of Ordinary Shares. The table overleaf is calculated using the closing market price of Shares and the number of Equity Securities on issue as at 23 October 2023.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

			Dilution	Dilution
Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Shares issued – 10% voting dilution		Issue Price
			$0.07	$0.14	$0.28
			50% decrease	Issue Price	100% increase
				Funds Raised
Current	177,000,000 Shares	17,700,000 Shares	1,239,000	2,478,000	4,956,000
50% increase	265,500,000 Shares	26,550,000 Shares	1,858,500	3,717,000	7,434,000
100% increase	354,000,000 Shares	35,400,000 Shares	2,478,000	4,956,000	9,912,000

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

FALCON METALS LIMITED

Page 21 of 33

Notice of General Meeting

The table above uses the following assumptions:

(i) There are 177,000,000 Shares on issue as at the date of this Notice (ASX Code: FAL).
(ii) The issue price set out above is the closing price of the Shares on the ASX on 23 October 2023.
(iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
(iv) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
(v) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
(vi) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
(vii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1 unless otherwise disclosed.
(viii) 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%.
(ix) 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(1) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(2) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

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

(1) the purpose of the issue;
(2) 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;
(3) the effect of the issue of the Equity Securities on the control of the Company;
(4) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(5) prevailing market conditions; and
(6) advice from corporate, financial and broking advisers (if applicable).

FALCON METALS LIMITED

Page 22 of 33

Notice of General Meeting

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 29 November 2022 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 30 November 2022, the Company has not issued any Equity Securities pursuant to the Previous Approval.

7.4 Voting Exclusion

A voting exclusion statement is included in this Notice of Meeting. As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this Resolution.

7.5 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 8

The Chair intends to vote all available proxies in favour of Resolution 8.

8. General Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolution(s) are set out in the Explanatory Memorandum.

9. Interpretation

10% Placement Capacity has the meaning given in Section 7.1.

Annual General Meeting means the Annual General Meeting of the Company pursuant to this Notice of Meeting.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

Board means the board of directors of the Company.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Class Order means ASIC Class Order 14/1000.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company means Falcon Metals Limited ACN 651 893 097.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 ( Cth ) as amended, varied or replaced from time to time.

Director means a director of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and

FALCON METALS LIMITED

Page 23 of 33

Notice of General Meeting

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

ESS means employee share scheme.

Existing Plan means the existing Falcon Metals Ltd Employee Securities Incentive Plan.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

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, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the official listing rules of the ASX as amended from time to time.

New Plan means the proposed new employee securities incentive plan of the Company, subject to Resolution 7

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum.

Official List means the official list of the ASX.

Option means an option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Plan Securities has the meaning in Section 7.1.

Previous Approval has the meaning given in section 8.3(f).

Proxy Form means the proxy form accompanying the Notice of Meeting.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2023.

Resolution means a resolution proposed at the Meeting.

Schedule means a schedule to the Not2ice.

Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights)

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

Shareholder means a holder of Shares in the Company.

Special Resolution means a resolution:

(a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and
(b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

FALCON METALS LIMITED

Page 24 of 33

Notice of General Meeting

Any inquiries in relation to the Notice of Meeting or Explanatory Memorandum should be directed to:

Pradeep Subramaniam Company Secretary Phone: +61 (03) 8648 6684 Email: [email protected]

FALCON METALS LIMITED

Page 25 of 33

Notice of General Meeting

Schedule 1 TERMS & CONDITIONS OF THE RELATED PARTY OPTIONS

(a) ( Entitlement ) The Options entitle you (or your nominees) to subscribe for one Share upon the exercise of each Option.
(b) ( Plan ): The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.
(c) ( Vesting ): The Options will vest in four equal tranches over a three-year period, subject to the satisfaction (or waiver by the Board) of the relevant Vesting Condition as follows:
(i) Proposed Options Issued to Mark Bennett, Tim Markwell and Alex Dorsch

Tranche	Number of Options	Exercise Price	Vesting Condition	Vesting Date	Expiry Date
A	465,000	$0.35	1.5 Years	31 Dec 2024	30 Jun 2026
B	465,000	$0.35	2 Years	30 Jun 2025	30 Jun 2026
C	465,000	$0.35	2.5 Years	31 Dec 2025	30 Jun 2027
D	465,000	$0.35	3 years	30 Jun 2026	30 Jun 2027

(ii) Proposed Options Issued to Katina Law

Tranche	Number of Options	Exercise Price	Vesting Condition	Vesting Date	Expiry Date
A	125,000	$0.24	1.5 Years	31 Mar 2025	30 Sep 2026
B	125,000	$0.24	2 Years	30 Sep 2025	30 Sep 2026
C	125,000	$0.24	2.5 Years	31 Mar 2026	30 Sep 2027
D	125,000	$0.24	3 years	30 Sep 2026	30 Sep 2027

The Options will vest if you continue to be employed or otherwise engaged by the Company or any of its subsidiaries at all times from the date of issue of the Options until the relevant Vesting Date.

The Board may, in its sole discretion, elect to waive any Vesting Condition.

(d) ( Exercise price ): Each Option has an exercise price of $0.36 and $0.24 ( Exercise Price ) respectively, being the 150% premium of the 20-day VWAP on the day of grant[1] .
(e) ( Cashless exercise of Options ): The holder of Options may elect not to be required to provide payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will transfer or allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the

1 Grant date as per taxation legislation and regulations

FALCON METALS LIMITED

Page 26 of 33

Notice of General Meeting

Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Options (with the number of Shares rounded down to the nearest whole Share).

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the twenty (20) trading days immediately preceding that given date.

(f) ( Expiry Date ): The Options will expire on the earlier to occur of: (i) 5:00pm (AEST) on the Expiry Date specified in paragraph (c); and (ii) the date on which the holder ceases to be employed or otherwise engaged by the Company or any of its subsidiaries (unless the Board elects in its sole discretion to permit the holder to retain the Options).
(g) ( Quotation of the Options ): The Company will not apply for quotation of the Options on any securities exchange.
(h) ( Transferability ): The Options are not transferable, except with the prior written approval of the Company and subject to compliance with the Corporations Act.
(i) ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the form set out in the Notice of Exercise and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(j) ( Timing of issue of Shares on exercise ): Within five Business Days after the Exercise Date the Company will, subject to paragraph (k) below:
(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
(iii) if admitted to the Official List at the time, apply for Official Quotation of Shares issued pursuant to the exercise of the Options.
(k) ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, then within 20 Business Days of allotment, the Company must lodge a cleansing prospectus with ASIC pursuant to section 708A(11) of the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(l) ( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.
(m)

( Takeovers prohibition ):

(i) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

FALCON METALS LIMITED

Page 27 of 33

Notice of General Meeting

(ii) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.
(n) ( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights you hold in the Options are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
(o) ( Change of control ): If the Company becomes, or in the opinion of the Board is likely to become, subject to a Change of Control, the Board may at its absolute discretion make a determination that some or all of your Options vest and allow you to exercise the vested Options in order to be able to dispose of the relevant Shares.
(p) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and you will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(q) ( Entitlement to dividends ): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.
(r) ( Entitlement to capital return ): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.
(s) ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights you hold in the Options will be varied in accordance with the Listing Rules.
(t) ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which you would have received if you had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(u) ( Voting rights ): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.
(v) ( Constitution ): Upon the issue of Shares on exercise of the Options, you agree to be bound by the Company’s constitution.
(w) ( Shareholder approval ): If Shareholder approval is required and is not obtained, the Company will develop an alternate plan to remunerate you (or your nominees).

FALCON METALS LIMITED

Page 28 of 33

Notice of General Meeting

Schedule 2 VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 3 - 5 have been valued by internal management. Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions
Series	Expiring 30 June 2026	Expiring 30 June 2027
Valuation date	3 October 2023	3 October 2023
Market price of shares	$0.15	$0.15
Exercise price	$0.35	$0.35
Expiry date (length of time from issue)	2.8 years	2.8 years
Risk free interest rate	4.08%	4.08%
Volatility (discount)	100%	100%

Indicative value per Related Party Option	$0.065	$0.081

Total Value of Related Party Options	$135,408

Mark Bennett	$43,680
Tim Markwell	$55,328
Alex Dorsch	$36,400

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 6 has been valued by internal management. Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions
Series	Expiring 30 September 2026	Expiring 30 September 2027
Valuation date	3 October 2023	3 October 2023
Market price of shares	$0.15	$0.15
Exercise price	$0.24	$0.24
Expiry date (length of time from issue)	2.8 years	2.8 years
Risk free interest rate	4.08%	4.08%
Volatility (discount)	100%	100%

Indicative value per Related Party Option	$0.082	$0.095

Total Value of Related Party Options	$44,100

Katina Law	$44,100

FALCON METALS LIMITED

Page 29 of 33

Notice of General Meeting

Schedule 3 SUMMARY OF MATERIAL TERMS OF NEW PLAN

The following is a summary of the material terms and conditions of the New Plan:

( Eligible Participant ): A person is eligible to participate in the New Plan ( Eligible Participant ) if they have been determined by the Board to be eligible to participate in the New Plan from time to time and are an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company.

This relevantly includes, amongst others:

(a) an employee or director of the Company or an individual who provides services to the Company;
(b) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;
(c) a prospective person to whom paragraphs (a) or (b) apply;
(d) a person prescribed by the relevant regulations for such purposes; or
(e) certain related persons on behalf of the participants described in paragraphs (a) to (d) (inclusive).
( Maximum allocation ): The Company must not make an offer of Securities under the New Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:
(a) the total number of Plan Shares (as defined in paragraph 13 below) that may be issued or acquired upon exercise of the convertible securities offered; plus
(b) the total number of Plan Shares issued or that may be issued as a result of offers made under the New Plan at any time during the previous 3 year period,

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

( Purpose ): The purpose of the New Plan is to:
(a) assist in the reward, retention and motivation of Eligible Participants;
(b) link the reward of Eligible Participants to Shareholder value creation; and
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
( Plan administration ): The New Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the New Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.

FALCON METALS LIMITED

Page 30 of 33

Notice of General Meeting

( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the New Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the New Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation. A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the New Plan rules and any ancillary documentation required.
( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the New Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the

FALCON METALS LIMITED

Page 31 of 33

Notice of General Meeting

time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the New Plan rules, or such earlier date as set out in the New Plan rules.

( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the New Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the New Plan rules: any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
( Rights attaching to Plan Shares ): All Shares issued under the New Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the New Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

FALCON METALS LIMITED

Page 32 of 33

Notice of General Meeting

( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights

( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the New Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the New Plan and determine that any amendments to the New Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the New Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

( Plan duration ): The New Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the New Plan for a fixed period or indefinitely, and may end any suspension. If the New Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.
( Employee Share Trust ): The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Options or Performance Rights.

FALCON METALS LIMITED

Page 33 of 33

==> picture [98 x 65] intentionally omitted <==

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

FAL

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 2:00pm (AEDT) on

Sunday, 26 November 2023.

Proxy Form

How to Vote on Items of Business Lodge your Proxy Form: All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. SRN/HIN: II9999999999 Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of PIN: 99999 votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. GPO Box 242

XX Lodge your Proxy Form:

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised

Control Number: 999999

SRN/HIN: II9999999999 PIN: 99999

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

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

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Falcon Metals Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Falcon Metals Limited to be held at Suite 6, Level 6, 350 Collins Street, Melbourne, VIC 3000 on Tuesday, 28 November 2023 at 2:00pm (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 3, 4, 5, 6 and 7 by marking the appropriate box in step 2. Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director – Katina Law Resolution 3 Approval of Unlisted Options to be issued to Mark Bennett Resolution 4 Approval of Unlisted Options to be issued to Tim Markwell Resolution 5 Approval of Unlisted Options to be issued to Alex Dorsch Resolution 6 Approval of Unlisted Options to be issued to Katina Law Resolution 7 Approval of New Employee Securities Incentive Plan Resolution 8 Approval of 10% Placement Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

3 0 3 8 6 5 A

F A L

AI assistant

FALCON METALS LTD — AGM Information 2023

64898_rns_2023-10-26_0be77845-7c89-4300-941d-8bb15952f4e2.pdf

FALCON METALS LIMITED

Notice of Annual General Meeting and Explanatory Memorandum

Notice of Annual General Meeting

Agenda

Ordinary business

Financial Statements and Reports

1. Resolution 1: Adoption of Remuneration Report

Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting exclusion statement:

Voting Intentions of Chair:

2. Resolution 2: Re-election of Director – Katina Law

3. Resolution 3: Approval of Unlisted Options to be issued to Mark Bennett

Voting exclusion statement:

Voting prohibition statement

4. Resolution 4: Approval of Unlisted Options to be issued to Tim Markwell

Voting exclusion statement:

Voting prohibition statement

5. Resolution 5: Approval of Unlisted Options to be issued to Alex Dorsch

Voting exclusion statement:

Voting prohibition statement

6. Resolution 6: Approval of Unlisted Options to be issued to Katina Law

Voting exclusion statement:

Voting prohibition statement

7. Resolution 7: Approval of New Employee Securities Incentive Plan

Voting exclusion statement:

Voting prohibition statement

Special Resolutions

8. Resolution 8: Approval of 10% Placement Capacity

Voting exclusion statement:

9. General business

Notes:

By order of the board

Notice of General Meeting

1. Introduction

2. Financial Statements and Reports

3. Resolution 1: Adoption of Remuneration Report

3.1 General

3.2 Voting consequences

Notice of General Meeting

3.3 Previous voting results

4. Resolution 2: Re-election of Director – Katina Law

4.1 General

4.2 Qualifications and other material directorships

Notice of General Meeting

4.3 Board recommendation

5. Resolution 3 - 6: Approval of Unlisted Options to Mark Bennett, Tim Markwell, Alex Dorsch and Katina Law

5.1 General

5.2 Chapter 2E of the Corporations Act

Notice of General Meeting

5.3 Listing Rule 10.11

5.4 Technical information required by Listing Rule 14.1A

5.5 Technical information required by Listing Rule 10.13 and section 219 of the Corporations Act

Notice of General Meeting

Notice of General Meeting

Notes:

Notes:

6. Resolution 7: Approval of New Employee Securities Incentive Plan

6.1 General

6.2 Key changes between the Class Order and New Regime

6.3 Listing Rules 7.1 and 7.2, exception 13(b)

Notice of General Meeting

6.4 Specific information required by Listing Rule 7.2, exception 13(b)

Notice of General Meeting

6.5 Board recommendation

7. Resolution 8: Approval of 10% Placement Capacity

7.1 General

7.2 Information on 10% Placement Capacity

(a) Quoted securities

(b) Formula for 10% Placement Capacity

Additional Placement Capacity = (A x D) – E

Notice of General Meeting

7.3 Listing Rule requirements

(a) Period for which the 10% Placement Capacity is valid

(b) Minimum Price at which equity securities may be issued

Notice of General Meeting

(d)

Risk of voting dilution

FALCON METALS LTD AGM Information 2023