FRONTIER ENERGY LIMITED — Proxy Solicitation & Information Statement 2019

Jan 24, 2019

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

NOTICE OF GENERAL MEETING

For the general meeting of the Company to be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Wednesday, 6 March 2019 at 10.00 am (WST)

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 6143 6740

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

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Superior Lake Resources Limited ( Company ) will be held at Suite 23, 513 Hay Street, Subiaco, Western Australia on Wednesday, 6 March 2019 at 10.00 am (WST) ( 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 Monday, 4 March 2019 at 10.00 am (WST).

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. Resolution 1 - Approval of issue of Tranche 2 Placement Shares to Mr Grant Davey

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 8,571,428 Placement Shares at an issue price of $0.035 per Placement Share to Mr Grant Davey (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Grant Davey or any of his associates.

The Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

2. Resolution 2 - Ratification of issue of Tranche 1 Placement Shares under Listing Rule 7.1

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

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“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 62,026,282 Placement Shares at an issue price of $0.035 per Placement Share under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or any associate of those persons.

The Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

3. Resolution 3 - Ratification of issue of Tranche 1 Placement Shares under Listing Rule 7.1A

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 72,259,433 Placement Shares at an issue price of $0.035 per Placement Share under Listing Rule 7.1A on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the Placement or any associate of those persons.

The Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

4. Resolution 4 - Ratification of issue of Cleansing Shares

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 1,000 Shares at an issue price of $0.035 per Share under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

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Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue of the Cleansing Shares or any associate of those persons.

The Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

5. Resolution 5 - Ratification of issue of Options to BW Equities Pty Ltd

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

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 10,000,000 unquoted options exercisable at $0.06 on or before 30 August 2021 and 10,000,000 unquoted options exercisable at $0.08 on or before 30 August 2021 to BW Equities Pty Ltd under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of BW Equities Pty Ltd or any of their associates.

The Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

6. Resolution 6 - Approval of issue of Options to Mr Keong Chan

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 20,000,000 unquoted options exercisable at $0.06 on or before the date that is 3 years from the date of grant to Mr Keong Chan (and/or his nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Keong Chan or any of his associates.

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The Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chairman and the appointment does not specify how the Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

By order of the Board

Mathew O'Hara Company Secretary Superior Lake Resources Limited Dated 23[rd] January 2019

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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.

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 Resolutions.

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

Section 2: Action to be taken by Shareholders Section 3: Background to Resolutions 1 to 5 Section 4: Resolution 1 - Approval of issue of Tranche 2 Placement Shares to Mr Grant Davey Section 5: Resolutions 2 and 3 - Ratification of issue of Tranche 1 Placement Shares Section 6: Resolution 4 - Ratification of issue of Cleansing Shares Section 7: Resolution 5 - Ratification of issue of Options to BW Equities Pty Ltd Section 8 Resolution 6 - Approval of issue of Options to Mr Keong Chan Schedule 1: Definitions Schedule 2: Terms and Conditions of Options

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

2. Action to be taken by Shareholders

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

2.1 Proxies

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 detailed in 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:

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

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

• (c) 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10.00am (WST) on Monday, 4 March 2019, being at least 48 hours before the Meeting.

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

3. Background to Resolutions 1 to 5

On 24 August 2018, the Company announced a placement of 142,857,143 Shares at an issue price of $0.035 per Share ( Placement Shares ) to qualified institutional and sophisticated investors to raise approximately $5 million (before costs) ( Placement ).

Pursuant to the Placement, the Company issued:

• (a) 62,026,282 Placement Shares pursuant to its Listing Rule 7.1 capacity, comprising:

• (i) 44,883,425 Placement Shares issued on 31 August 2018; and

• (ii) 17,142,857 Placement Shares issued on 7 September 2018; and

• (b) 72,259,433 Placement Shares pursuant to its Listing Rule 7.1A capacity on 31 August 2018,

(together the Tranche 1 Placement Shares ).

Subject to Shareholder approval, Mr Grant Davey, Director, has agreed to participate in the Placement by subscribing for 8,571,428 Placement Shares ( Tranche 2 Placement Shares ). The Company seeks Shareholder approval to issue the Tranche 2 Placement Shares to Mr Grant Davey pursuant to Resolution 1.

The funds raised from the Placement will be used to advance the Company's Feasibility Study at the Superior Lake Project in Ontario, Canada, and for general working capital purposes.

To facilitate the on-sale of the Tranche 1 Placement Shares, the Company issued a prospectus dated 31 August 2018 ( Prospectus ) pursuant to which the Company issued 1,000 Shares at $0.035 per Share ( Cleansing Shares ) to raise $35 (before costs). The issue of the Prospectus ensured that the on-sale of the Tranche 1 Placement Shares does not breach section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act.

BW Equities Pty Ltd ( BW Equities ) acted as lead manager to the Placement and was granted the following options in consideration for these services:

• (a) 10,000,000 unquoted options exercisable at $0.06 on or before 30 August 2021; and

• (b) 10,000,000 unquoted options exercisable at $0.08 on or before 30 August 2021,

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(together, the Lead Manger Options ).

The Lead Manager Options were issued pursuant to the Company's 15% Placement Capacity.

4. Resolution 1 - Approval of issue of Tranche 2 Placement Shares to Mr Grant Davey

4.1 General

Mr Grant Davey, Director, wishes to participate in the Placement by subscribing for 8,571,428 Placement Shares.

Further details of the Placement are set out in Section 3.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Tranche 2 Placement Shares to Mr Grant Davey (and/or his nominees).

Resolution 1 is an ordinary resolution.

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

4.2

Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval. Mr Grant Davey is a related party by virtue of being a Director.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with exception 14 of Listing Rule 7.2.

Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolution 1 will be to allow the Company to issue the Tranche 2 Placement Shares to Mr Grant Davey (and/or his nominees) without using up the Company's 15% Placement Capacity under Listing Rule 7.1.

4.3 Section 208 of the Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The Board considers that Shareholder approval under section 208 of the Corporations Act is not required as the exception in section 210 of the Corporations Act applies. The Tranche 2 Placement Shares will be issued to Mr Davey on exactly the same terms as the Tranche 1 Placement Shares being issued to non-related party participants in the Placement and as such the giving of the financial benefit to Mr Davey will be on arm's length terms.

4.4

Specific information required by Listing Rule 10.13

Information must be provided to Shareholders for the purposes of obtaining Shareholder approval as follows:

(a) The Tranche 2 Placement Shares will be issued to Mr Grant Davey (and/or his nominees).

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• (b) The maximum number of Tranche 2 Placement Shares to be issued to Mr Grant Davey (and/or his nominees) is 8,571,428.

• (c) The Tranche 2 Placement Shares will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (d) Mr Grant Davey is considered a related party on the basis that he is a Director.

• (e) The Tranche 2 Placement Shares will be issued at $0.035 per Tranche 2 Placement Share and will rank equally in all respects with the Company’s existing Shares on issue.

• (f) The proceeds raised from the issue of the Tranche 2 Placement Shares will be aggregated with and used for the same purpose as the funds raised from the Placement. Refer to Section 3 for further details on the Placement.

• (g) A voting exclusion statement is included in the Notice for Resolution 1.

4.5

Directors recommendation

The Directors (other than Mr Davey) recommend that Shareholders vote in favour of Resolution 1.

5. Resolutions 2 and 3 - Ratification of issue of Tranche 1 Placement Shares

5.1 General

On 31 August 2018 and 7 September 2018, the Company issued the Tranche 1 Placement Shares to raise approximately $4.7 million (before costs).

Further details of the Placement are set out in Section 3.

The Tranche 1 Placement Shares were issued within the Company’s 15% Placement Capacity and 10% Placement Capacity (defined below). Resolutions 2 and 3 seek Shareholder approval for the ratification of the issue of the Tranche 1 Placement Shares pursuant to Listing Rule 7.4.

Resolutions 2 and 3 are an ordinary resolutions.

The Chairman intends to exercise all available proxies in favour of Resolutions 2 and 3.

5.2 Listing Rules 7.1 and 7.1A

Listing Rule 7.1 provides that the Company is entitled to issue Equity Securities up to 15% of its issued share capital through placements during any 12-month period, without needing prior shareholder approval ( 15% Placement Capacity ).

In addition to its 15% Placement Capacity, the Company has obtained Shareholder approval pursuant to Listing Rule 7.1A at its 2017 annual general meeting to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Company’s 2017 annual general meeting, without needing prior shareholder approval ( 10% Placement Capacity ).

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Listing Rule 7.4 provides that if the Company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 or Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 or Listing Rule 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 or Listing Rule 7.1A.

The effect of passing Resolutions 2 and 3 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% Placement Capacity under Listing Rule 7.1 and the 10% Placement Capacity under Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

5.3 Specific information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, information is provided in relation to the Tranche 1 Placement Shares as follows:

• (a) The Company issued the Tranche 1 Placement Shares to qualified institutional and sophisticated investors who are not related parties or associates of related parties of the Company on the following basis:

• (i) 44,883,425 Tranche 1 Placement Shares were issued on 31 August 2018, pursuant to Listing Rule 7.1;

• (ii) 17,142,857 Tranche 1 Placement Shares issued on 7 September 2018, pursuant to Listing Rule 7.1; and

• (iii) 72,259,433 Tranche 1 Placement Shares were issued on 31 August 2018, pursuant to Listing Rule 7.1A.

• (b) The Tranche 1 Placement Shares were issued for $0.035 per Share to raise approximately $4.7 million (before costs).

• (c) The Tranche 1 Placement Shares were issued as fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (d) The proceeds from the Tranche 1 Placement Shares will be used to advance the Company's Feasibility Study at the Superior Lake Project in Ontario, Canada, and for general working capital.

• (e) A voting exclusion statements are included in the Notice for Resolutions 2 and 3.

5.4 Director Recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 2 and 3.

6. Resolution 4 - Ratification of issue of Cleansing Shares

6.1 General

On 31 August 2018 and 7 September 2018, the Company issued the Tranche 1 Placement Shares. Further details of the Placement are set out in Section 3.

To facilitate the on-sale of the Tranche 1 Placement Shares, the Company issued the Prospectus pursuant to which the Company issued the Cleansing Shares. The issue of the Prospectus ensures that the on-sale of the Tranche 1 Placement Shares does not

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breach section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act.

The Cleansing Shares were issued within the Company’s 15% Placement Capacity. Resolution 4 seeks Shareholder approval for the ratification of the issue of the Cleansing Shares pursuant to Listing Rule 7.4.

Resolution 4 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 4.

6.2 Listing Rule 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is set out in Section 5.2.

6.3 Specific information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, information is provided in relation to the Cleansing Shares as follows:

• (a) The Company issued the 1,000 Shares to qualified institutional and sophisticated investors who are not related parties or associates of related parties of the Company on 31 August 2018, pursuant to Listing Rule 7.1.

• (b) The Cleansing Shares were issued for $0.035 per Cleansing Share to raise approximately $35 before costs.

• (c) The Cleansing Shares were issued as fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

• (d) There were no net proceeds from the issue of the Cleansing Shares. The Cleansing Shares were a nominal issue of Shares under the Prospectus with the primary purpose of removing any on-sale restrictions on the Tranche 1 Placement Shares.

• (e) A voting exclusion statements are included in the Notice for Resolution 4.

6.4 Director Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

7. Resolution 5 - Ratification of issue of Options to BW Equities Pty Ltd

7.1 General

On 31 August 2018, the Company issued:

• (a) 10,000,000 unquoted options exercisable at $0.06 on or before 30 August 2021; and

• (b) 10,000,000 unquoted options exercisable at $0.08 on or before 30 August 2021,

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to BW Equities in accordance with the terms of their engagement as lead manager in connection with the Placement. Further details of the Placement are set out in Section 3.

The Lead Manager Options were issued on the terms and conditions detailed in Schedule 2.

A summary of Listing Rules 7.1 and 7.4 is provided in Section 5.2.

The effect of passing Resolution 5 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% Placement Capacity under Listing Rule 7.1 and the 10% Placement Capacity under Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

Resolution 5 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 5.

7.2 Specific information required by Listing Rule 7.3

In accordance with Listing Rule 7.3, information is provided in relation to the Lead Manager Options as follows:

• (a) The Company issued the Lead Manager Options to BW Equities who is not a related party or associates of a related parties of the Company, as follows:

• (i) 10,000,000 unquoted options exercisable at $0.06 on or before 30 August 2021; and

• (ii) 10,000,000 unquoted options exercisable at $0.08 on or before 30 August 2021.

• (b) The Lead Manager Options were issued for nil cash consideration as part consideration for the services provided by BW Equities as lead manager in connection with the Placement.

• (c) The full terms and conditions of the Lead Manager Options are detailed in Schedule 2.

• (d) As the Lead Manager Options were issued for nil cash consideration, no funds were raised from the issue. Funds raised from the exercise of the Lead Manager Options will be used for the same purpose as all other funds raised under the Placement as detailed in Section 3.

• (e) A voting exclusion statement is included in the Notice for Resolution 5.

8. Resolution 6 - Approval of issue of Options to Mr Keong Chan

8.1 General

On 14 September 2018, the Company announced, inter alia , the appointment of Mr Keong Chan as Non-Executive Chairman of the Company (previously Non-Executive Director).

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In connection with the appointment of Mr Chan, the Company agreed, subject to Shareholder approval, to issue Mr Chan 20,000,000 unquoted options exercisable at $0.06 and expiring on the date that is 36 months from the date of issue ( Chairman Options ).

The Chairman Options will be issue on the terms and conditions detailed in Schedule 2.

Resolution 6 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Chairman Options to Mr Keong Chan (and/or his nominees).

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with exception 14 of Listing Rule 7.2.

Resolution 6 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 6.

8.2

Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval. Mr Keong Chan is a related party by virtue of being a Director.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with exception 14 of Listing Rule 7.2.

Pursuant to Listing Rule 7.2, exception 14, the effect of passing Resolution 6 will be to allow the Company to issue the Chairman Options to Mr Keong Chan (and/or his nominees) without using up the Company's 15% Placement Capacity under Listing Rule 7.1.

8.3 Section 208 of the Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

Mr Keong Chan who is a Director is a related party of the Company.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Chairman Options as the exception in section 211 of the Corporations Act applies. The Chairman Options are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act

8.4

Specific information required by Listing Rule 10.13

Information must be provided to Shareholders for the purposes of obtaining Shareholder approval as follows:

• (a) The Chairman Options will be issued to Mr Keong Chan (and/or his nominees).

• (b) The maximum number of Chairman Options to be issued to Mr Keong Chan (and/or his nominees) is 20,000,000.

• (c) The Chairman Options will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

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• (d) Mr Keong Chan is considered a related party on the basis that he is a Director.

• (e) The Chairman Options will be granted for nil cash consideration as they are being issued as incentive based remuneration. Accordingly, no funds will be raised from the issue of the Chairman Options.

• (f) A voting exclusion statement is included in the Notice for Resolution 6.

8.5 Directors recommendation

Directors (other than Mr Chan) recommend that Shareholders vote in favour of Resolution 6.

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Schedule 1 - Definitions

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

• $ means Australian Dollars.

• 10% Placement Capacity has the meaning given in Section 5.1.

15% Placement Capacity has the meaning given in Section 5.1.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

BW Equities means BW Equities Pty Ltd ACN 146 642 462.

Chairman means the person appointed to chair the Meeting convened by the Notice.

Chairman Options has the meaning given in Section 8.1.

Cleansing Shares has the meaning given in Section 3.

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 Superior Lake Resources Limited ACN 139 522 553.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Lead Manger Options has the meaning given in Section 3.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

Option means an option which entitles the holder to subscribe for one Share.

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Placement has the meaning given in Section 3. Placement Shares has the meaning given in Section 3. Prospectus has the meaning given in Section 3. Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice. Schedule means a schedule to this Explanatory Memorandum. Section means a section of this Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company. Tranche 1 Placement Shares has the meaning given in Section 3. Tranche 2 Placement Shares has the meaning given in Section 3. WST means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 - Terms and Conditions of Options

1 Entitlement

Each Lead Manager Option and Chairman Option (referred to as an Option in this Schedule 2) entitles the holder to subscribe for one Share upon exercise of each Option.

2

Exercise Price & Expiry Date

The exercise price and expiry date of each Option is set out in the following table:

Class	Number	Exercise Price	Expiry Date
Lead Manager Options	10,000,000	$0.06	30 August 2021
Lead Manager Options	10,000,000	$0.08	30 August 2021
Chairman Options	20,000,000	$0.06	3 years from the date of issue

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3 Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

4 No Official Quotation of Options

The Company will not apply for official quotation of the Options.

5 Notice of Exercise

The Options may be exercised by giving written notice to the Company at any time during the Exercise Period. The written notice ( Exercise Notice ) must:

• (a) specify the number of Options being exercised;

• (b) specify whether the Shares are to be issued to the holder of the Options or a nominee; and

• (c) be accompanied by payment of the Exercise Price for each Option being exercised.

Any Exercise Notice in respect of an Option received by the Company will be deemed to be notice of the exercise of that Option as at the date of the receipt.

6 Shares Issued on Exercise

Shares issued on exercise of the Options rank equally with the then issued Shares currently on issue.

7 Official Quotation of Shares on Exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

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8 Timing of Issue of Shares

Within 5 Business Days after the receipt of an Exercise Notice given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will:

• (a) allot and issue the Shares pursuant to the exercise of the Options; and

• (b) as soon as reasonably practicable:

• (i) and in any event within 5 Business Days after issuing the Shares, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; or

• (ii) lodge a prospectus with ASIC that qualifies the Shares issued upon exercise of the Options for resale under section 708A(11) of the Corporations Act (which, if a notice is not lodged under paragraph (i) above, must be lodged with ASIC within 15 Business Days after issuing the Shares).

9 Participation in New Issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that, for the purposes of determining entitlements to any such issue, the record date will be at least 5 Business Days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10 Adjustment for Bonus Issue of Shares

If the Company makes a bonus issue of Shares or other securities to existing holders of Shares (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

11 Adjustment for Rights Issue

If the Company makes an issue of Shares pro rata to existing Shareholders (except a bonus issue) the Exercise Price of an Option will be reduced according to the following formula:

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• O = the old Exercise Price of the Option

• E = the number of underlying Shares into which one Option is exercisable.

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• P = average market price (as defined in the ASX Listing Rules) per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S =

• the subscription price of a Share under the pro rata issue

• D = the dividend due but not yet paid on the existing underlying Shares except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

12 Adjustments for Reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders will be varied to the extent necessary to comply with the ASX Listing Rules which apply to the reorganisation at the time of the reorganisation.

13 Options Transferable

The Options are not transferable.

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