FRONTIER ENERGY LIMITED — AGM Information 2021

Apr 22, 2021

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23 April 2021

Dear Shareholder,

Annual General Meeting of Superior Lake Resources Limited – Notice and Proxy Form

Notice is hereby given that the Annual General Meeting of Shareholders of Superior Lake Resources Limited (ACN 139 522 553) ( Company ) will be held at 1202 Hay Street, West Perth, Western Australia 6005 on Wednesday 26 May 2021 at 10.00 am (WST) ( AGM ).

In accordance with the Australian Securities and Investments Commission’s “no-action” position as set out in their recent media release “ 21-061MR ASIC adopts ‘no-action’ position and re-issues guidelines for virtual meetings ”, the Notice of Annual General Meeting and Explanatory Memorandum to Shareholders (the “Notice of Meeting”) will not be physically dispatched but instead is being made available to shareholders electronically. You can view and download the Notice of Meeting from the Company’s website at: https://superiorlake.com.au/investor-dashboard/asx-announcements/.

The purpose of the AGM is to transact the business contained in the Notice of Meeting. The Company’s Directors encourage you to read the Notice of Meeting carefully.

Proxy Form and Voting

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. You can also use that proxy form to update your communication preferences should you wish to receive future communications electronically.

Proxies should be returned as follows:

Online At https://investor.automic.com.au/#/loginsah

By mail Share Registry – Automic, GPO Box 5193, Sydney NSW 2001

By fax + 61 2 8583 3040

By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

To be valid, your proxy voting instruction must be received by 10:00 am (WST) on Monday, 24 May 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Company’s Directors welcome you to attend the AGM in person. If COVID-19 social distancing requirements change and impact arrangements for the physical AGM, the Company will update Shareholders by way of an announcement on the ASX and the details will also be made available on the Company’s website.

If you have any difficulties obtaining a copy of the NOM, please contact the Company’s Company Secretary by telephone on +61 8 6117 0479 or by email at stuartm@superiorlake.com.au.

Stuart McKenzie Company Secretary

Superior Lake Resources Limited 1202 Hay Street ACN 139 522 553 West Perth WA 6008

T: +61 8 6117 0479

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SUPERIOR LAKE RESOURCES LIMITED A C N 1 3 9 5 2 2 5 5 3

NOTICE OF ANNUAL GENERAL MEETING

For the general meeting of the Company to be held at 1202 Hay Street, West Perth on Wednesday, 26 May 2021 at 10:00 am (AWST)

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6117 0479

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SUPERIOR LAKE RESOURCES LIMITED A C N 1 3 9 5 2 2 5 5 3

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Superior Lake Resources Limited ( Company ) will be held at 1202 Hay Street, West Perth on 26 May 2021 at 10:00 am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 24 May 2021 at 10:00 am (AWST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.

AGENDA

1. Financial Statements and Reports

To receive and consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2020 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

2. 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 31 December 2020.”

Note: The vote on Resolution 1 will be an advisory vote of Shareholders only and will not bind the Directors or the Company.

Voting Exclusion Statement

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 as proxy if the vote is not cast on behalf of a person described above and either:

• (a) The person does so as a proxy appointed by writing that specifies how the person is to vote on Resolution 1; or

• (b) The person is the Chairman and the appointment of the Chairman as proxy:

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• (i) does not specify the way the Chairman is to vote on Resolution 1; and

• (ii) expressly authorises the Chairman to exercise the Proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel.

Further, 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 this Resolution if:

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

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

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

Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. In exceptional circumstances, the Chair may change his or her voting intention on this Resolution, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

3. Resolution 2 – Re-election of Director – Mr Grant Davey

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

“That, for the purpose of clause 11.2 of the Constitution and for all other purposes, Mr Grant Davey, a Director, retires by rotation and being eligible, is re-elected as a Director.”

4. Resolution 3 – Election of Director – Mr Christopher Knee

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

“That, for the purpose of clause 11.4 of the Constitution and for all other purposes, Mr Christopher Knee, a Director who was appointed by the Directors on 1 July 2020, retires and being eligible, is elected as a Director.”

5. Resolution 4 – Election of Director – Mr Alfred Gillman

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

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“That, for the purpose of clause 11.4 of the Constitution and for all other purposes, Mr Alfred Gillman, a Director who was appointed by the Directors on 1 July 2020, retires and being eligible, is elected as a Director.”

6. Resolution 5 – approval of 10% Placement capacity

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

“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 Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (and any associates of such a person) who may participate in the issue of additional Equity Securities pursuant to the Additional 10% Capital Raising Limit, and a person (and any associates of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 5 is passed.

However, the Company will not disregard a vote if:

• (a) It is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) It is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

At the date of the Notice, the Company has not approached any particular existing Shareholder to participate in the issue of such Equity Securities. No existing Shareholder's votes will therefore be excluded under this voting exclusion.

By order of the Board

Stuart McKenzie Company Secretary Dated 23 April 2021

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SUPERIOR LAKE RESOURCES LIMITED A C N 1 3 9 5 2 2 5 5 3

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 1202 Hay Street, West Perth on 26 May 2021 at 10:00 am (AWST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolution.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 1:	Introduction
Section 2:	Action to be taken by Shareholders
Section 3:	Annual Report
Section 4:	Resolution 1 – Adoption of Remuneration Report
Section 5:	Resolution 2 – Re-election of Director – Mr Grant Davey
Section 6:	Resolution 3 – Election of Director – Mr Christopher Knee
Section 7:	Resolution 4 – Election of Director – Mr Alfred Gillman
Section 8:	Resolution 5 – Approval of Additional 10% Placement Capacity
Schedule 1:	Definitions

A Proxy Form is located at the end of this Explanatory Memorandum.

1.1 Time and place of Meeting

Notice is given that the Meeting will be held at 1202 Hay Street, West Perth on 26 May 2021 at 10:00 am (AWST).

1.2 Your vote is important

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

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1.3 Voting eligibility

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 24 May 2021 at 10:00 am (AWST).

1.4 Defined terms

Capitalised terms in this Notice of Meeting and Explanatory Memorandum are defined either in Schedule 1 or where the relevant term is first used.

1.5 Responsibility

This Notice of Meeting and Explanatory Memorandum have been prepared by the Company under the direction and oversight of its Directors.

1.6 ASX

A final copy of this Notice of Meeting and Explanatory Memorandum has been lodged with ASX. Neither ASX nor any of its officers take any responsibility for the contents of this document.

1.7 No internet site is part of this document

No internet site is part of this Notice of Meeting and Explanatory Memorandum. The Company maintains an internet site (www.superiorlake.com.au). Any reference in this document to this internet site is a textual reference only and does not form part of this document.

2. Action to be taken by Shareholders

Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolution.

2.1 Voting in person

A Shareholder that is an individual may attend and vote in person at the meeting. If you wish to attend the meeting, please bring the enclosed proxy form to the meeting to assist in registering your attendance and number of votes. Please arrive 20 minutes prior to the start of the meeting to facilitate this registration process.

2.2 Voting by corporate representative

A shareholder that is a corporation may appoint an individual to act as its representative to vote at the meeting in accordance with section 250D of the Corporations Act 2001 (Cth). The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed. The appropriate “Appointment of Corporate Representative” form should be completed and produced prior to admission to the meeting. This form may be obtained from the Company’s share registry.

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2.3 Proxies

• (a) Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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

• (b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• (c) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

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(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.4 Chair’s voting intentions

The Chair intends to exercise all available proxies in favour of the Resolutions unless the Shareholder has expressly indicated a different voting intention.

2.5 Lodgement of proxy documents

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below by 10:00 am AWST on 24 May 2021. Any proxy form received after that time will not be valid for the scheduled meeting. Proxies should be returned as follows:

Online At https://investor.automic.com.au/#/loginsah By mail Automic, GPO BOX 5193, Sydney NSW 2001 By fax + 61 2 8583 3040 By email meetings@automicgroup.com.au In person Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

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

2.6 Voting exclusions

Pursuant to the requirements of the Listing Rules, certain voting exclusions apply in relation to certain Resolutions. Please refer to the Notice and to discussion of the Resolutions below for details of the applicable voting exclusions.

3.

Annual Report

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

Shareholders will be offered the opportunity to:

• (a) Discuss the Annual Report (which is available online at www.superiorlake.com.au);

• (b) Ask questions or make comments on the management of the Company; and

• (c) Ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

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• (a) The preparation and the content of the Auditor's Report;

• (b) The conduct of the audit;

• (c) Accounting policies of the Company in relation to the preparation of the financial statements; and

• (d) The independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five Business Days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Adoption of 2020 Remuneration Report

4.1 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 and senior management of the company. The Remuneration Report is part of the Directors’ report contained in the Annual Report and is set out in pages 11 to 17 of the Annual Report.

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.

4.2 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.

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.

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4.3 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 the Meeting.

4.4 Directors' recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as described in the 2020 Remuneration Report), the Board unanimously recommends that Shareholders adopt the 2020 Remuneration Report and vote in favour of Resolution 1.

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

5. Resolution 2 – Re-election of Director – Mr Grant Davey

5.1 General

Clause 11.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest one-third (but not more than one third), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 11.2 of the Constitution is eligible for reelection.

In calculating the number of Directors, of which one third must retire and if eligible, be reelected, the following people are not included in the calculation:

• (a) The Managing Director, pursuant to clause 11.2 of the Constitution; and

• (b) Any Director who was appointed during the year by the Directors, pursuant to clause 11.4 of the Constitution.

Mr Davey, who was elected on 27 February 2018 accordingly will retire, and being eligible, seeks re-election. Details of Mr Davey’s background and experience are provided in section 5.2.

5.2 Background and experience

Mr Davey is a mining engineer with over 30 years of senior management and operational experience in the construction and operation of gold, uranium, base metals, platinum and

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coal mines in Africa, Australia, North and South America and Russia. More recently, he has been involved in venture capital investments in several exploration and mining projects and he has been instrumental in developing the Panda Hill niobium opportunity, the Honeymoon Uranium Project, as well as the Pick Lake Zinc and Cape Ray Gold Projects.

Mr Davey is currently a Director of Lotus Resources Limited (ASX: LOT) and Cradle Resources Limited (ASX: CXX) and is a member of the Australian Institute of Company Directors.

5.3 Interests in Superior Lake securities

Mr Davey holds 18,100,271 fully paid ordinary shares and 750,000 unquoted options.

5.4 Independence

If elected, the Board considers Mr Davey will not be an independent director.

5.5 Board recommendation

The Board (excluding Mr Grant Davey) supports the re-election of Mr Davey and recommends that Shareholders vote in favour of Resolution 2. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Election of Director – Mr Christopher Knee

6.1 General

Clause 11.4 of the Company’s Constitution allows the Board to appoint a person as a Director to fill a casual vacancy. Pursuant to Clause 11.4 of the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election.

Mr Christopher Knee was appointed on 1 July 2020 and accordingly will retire, and being eligible, seeks election. Details of Mr Knee’s background and experience are set out below.

6.2 Qualifications and other material directorships

Mr Knee, who is currently the Chief Financial Officer of the Company has over 15 years’ experience in a multinational accounting firm and senior finance roles across the resources industry with projects in Africa, Canada and Central Asia. He has a range of experience across a variety of disciplines including joint venture agreements, project acquisitions and divestments complex international tax structuring, financing transactions, accounting and compliance.

Mr Knee has a Bachelor of Commerce and is a qualified Chartered Accountant.

6.3 Interests in Superior Lake securities

Mr Knee holds 750,000 fully paid ordinary shares and 161,434 unquoted options.

6.4 Independence

If elected, the Board considers Mr Knee will not be an independent Director.

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6.5 Board recommendation

The Board (excluding Mr Christopher Knee) recommends that Shareholders vote in favour of Resolution 3. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 3.

7. Resolution 4 – Election of Director – Mr Alfred Gillman

7.1 General

Clause 11.4 of the Company’s Constitution allows the Board to appoint a person as a Director to fill a casual vacancy. Pursuant to Clause 11.4 of the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election.

Mr Alfred Gillman was appointed on 1 July 2020 and accordingly will retire, and being eligible, seeks election. Details of Mr Gillman’s background and experience are set out below.

7.2 Qualifications and other material directorships

Mr Gillman is a highly experienced geologist with over 40 years’ experience in senior management and Board roles across uranium, gold and base metals. His extensive minerals experience includes exploration and resource development roles in Southern Africa (Esso Eastern), Northern Australia (Anaconda Inc), the United States (Peninsula Energy Inc.) and the Czech Republic.

Mr Gillman has a Bachelor of Science (Honours) and is a Fellow of the Australian Institute of Mining and Metallurgy and is a Chartered Professional (Geology).

7.3 Interests in Superior Lake securities

Mr Gillman holds 35,909 fully paid ordinary shares and 750,000 unquoted options.

7.4 Independence

If elected, the Board considers Mr Gillman will be an independent Director.

7.5 Board recommendation

The Board (excluding Mr Alfred Gillman) recommends that Shareholders vote in favour of Resolution 4. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 4.

8. Resolution 5 – Approval of Additional 10% Placement Capacity

8.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital (10% Placement Capacity) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

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An Eligible Entity is one that, as at the date of the relevant annual general meeting:

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

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

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $24,646,673 (based on the number of Shares on issue and the closing price of Shares on the ASX on 14 April 2021 and excluding any restricted securities that may be on issue).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

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

As at the date of this Notice, the Company currently has one (1) class of quoted Equity Securities on issue, being fully paid ordinary shares in the capital of the Company (Shares) (ASX Code: SUP).

If Shareholders approve Resolution 5, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A. If Shareholders do not approve Resolution 5, the Company will not be able to access the additional 10% 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.

Resolution 5 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

8.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 5:

• (a) Securities issued during the preceding 12 months

During the 12 months preceding the date of the meeting, a total of 54,671,148 Equity Securities were issued, representing 50.54% of the total number of Equity Securities on issue at commencement of that 12 month period (on a post consolidation basis).

Details of all Equity Securities issued under LR7.1A during the 12 months preceding the date of the meeting are set out in the table below.

Date	Quantity	Class	Recipients	Issue Price and Discount to market Price (if applicable)	Form of consideration
7 August 2020	9,026,251	Fully Paid Ordinary Shares	Sophisticated and professional investors	$0.12 4.3% discount	Cash: $1,083,150 Approximately$460,300 has been spent on costs

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Date	Quantity	Class	Recipients	Issue Price and Discount to market Price (if applicable)	Form of consideration
					associated with the divestment of the Superior Lake Zinc Project, conducting due diligence on North American uranium assets and for general working capital.

(b) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in section 8.2 (b)(i), the date on which the Equity Securities are issued.

(c) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of the annual general meeting at which the 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 ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

(10% Placement Capacity Period).

(d) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 14 April 2021.

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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.

Issued Shares
			Dilution
		0.075	0.150	0.225
		50% decrease in Issue Price	Issue Price	50% increase in Issue Price
Number of shares currently on issue:	10% Voting Dilution	16,431,116	16,431,116	16,431,116
		Shares	Shares	Shares
164,311,155	Funds raised ($)	1,232,334	2,464,667	3,697,001
50% increase in number of shares on issue:	10% Voting Dilution	24,646,673	24,646,673	24,646,673
		Shares	Shares	Shares
246,466,733	Funds raised ($)	1,848,500	3,697,001	5,545,501
100% increase in number of shares on issue:	10% Voting Dilution	32,862,231	32,862,231	32,862,231
		Shares	Shares	Shares
328,622,310	Funds raised ($)	2,464,667	4,929,335	7,394,002

*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 or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. Variable A is 164,311,155, comprising existing Shares on issue as at the date of this Notice, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.

2. The issue price is $0.15, being the closing price of the Shares on the ASX on 14 April 2021.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. 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.

5. 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.

6. 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.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. 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%.

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1. 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:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) 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) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) for cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such acquisitions), exploration and development expenditure on any assets acquired by the Company (funds would then be used for project, feasibility studies and ongoing project administration) and general working capital etc.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.3 upon issue of any Equity Securities.

(f) Compliance with ASX Listing Rules 7.1A.4 and 3.10.3

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.3 for release to the market.

(g) Allocation policy 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:

• (i) the purpose of the issue;

• (ii) 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;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

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• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broker advisers (if applicable).

(h) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 30 July 2020 (Previous Approval).

During the 12-month period preceding the date of the Meeting, those Equity Securities issued by the Company were issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

8.3 Directors' recommendation

The Directors consider it prudent for the Company to have the opportunity to take advantage of the flexibility to be able to issue additional securities, as provided for under Listing Rule 7.1A. No decision has been made by the Board to undertake any issue of securities if Shareholders approve Resolution 5. The Directors believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 5.

9. Enquiries

Shareholders are requested to contact Superior Lake’s company secretary, Mr Stuart McKenzie on +61 8 6117 0479 if they have any queries in respect of the matters set out in this Notice.

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SCHEDULE 1 – DEFINITIONS

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

A$ means Australian dollars.

Annual Report means Annual Report of the Company and its controlled entities for the financial year ended 31 December 2020.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of directors of the Company.

Business Day means a day which is not a Saturday, Sunday or public holiday in Vancouver, British Columbia or Perth, Western Australia.

Chair means the chair of the Meeting.

Closely Related Party means a party related to Key Management Personnel as:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Superior Lake Resources Limited (ACN 139 522 553).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Security has the meaning given in the ASX Listing Rules.

Explanatory Memorandum means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

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 Listing Rules of ASX.

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Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice.

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

Shareholder means a registered holder of a Share.

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